TIDMWSP
RNS Number : 6808U
Wynnstay Properties PLC
31 July 2020
31 July 2020
The information communicated within this announcement is deemed
to
constitute inside information as stipulated under the Market
Abuse Regulation
(EU) No. 596/2014. Upon the publication of this announcement,
this information
is considered to be in the public domain.
WYNNSTAY PROPERTIES PLC
("Wynnstay" or the "Company")
FINAL RESULTS FOR YEARED 25 MARCH 2020, POSTING OF ANNUAL REPORT
AND ACCOUNTS AND NOTICE OF AGM
Wynnstay Properties PLC is pleased to announce its audited final
results for the year ended 25 March 2020 ("2020").
The Company today also announces that its annual report and
accounts for 2020 is available on its website
www.wynnstayproperties.co.uk and will shortly be posted to
shareholders, when a further announcement will be made.
The Company's Annual General Meeting ("AGM") will be held on
Tuesday 15 September 2020. In light of UK Government guidance on
the Covid-19 pandemic, the AGM will be a closed meeting. The Board
will ensure that a quorum is present, and no other shareholders
will be permitted to attend in person. The AGM this year will be
purely functional and address the formal resolutions detailed in
the Notice.
For further information please contact:
Wynnstay Properties plc 020 7554 8766
Philip Collins (Chairman)
Panmure Gordon (UK) Limited (Nominated Adviser and Broker) 020
7886 2500
Alina Vaskina/Sandy Clark
LEI number is 2138006MASI24JYW5076.
For more information on Wynnstay visit:
www.wynnstayproperties.co.uk
WYNNSTAY PROPERTIES PLC
CHAIRMAN'S STATEMENT
I am reporting to you on the past financial year's performance
against the background of unprecedented recent events.
Having gone through the last three years with the political and
economic uncertainty associated with Brexit, like most of the
commercial property industry we started 2020 with increased
optimism following the general election in December 2019 and the
establishment of a majority government as a result. That optimism
was shattered when the World Health Organisation declared Covid-19
to be a pandemic on 11 March 2020 and the UK government announced
the lockdown on 23 March 2020. This was not the best way to end the
financial year; and certainly not to start the current one.
T he Covid-19 pandemic and the measures to tackle it have had a
profound impact around the world and across the country, including
on our businesses, our communities, our economy and our society. At
the time of writing, it is impossible to forecast what the
longer-term effects for all of us may be. I comment below on some
of the steps that we have taken in Wynnstay's business.
These unprecedented events apart, the year ended 25 March 2020
produced a good financial outcome at Wynnstay. This is reflected in
the following overview table.
Overview of financial performance
Change 2020 2019
-- Property income +2.5% GBP2,271,000 GBP2,216,000
-------- ------------- -------------
-3.4% GBP1,155,000 GBP1,196,000
* Profit before movement in fair value of investment
properties, property sales and taxation
-------- ------------- -------------
-- Earnings per share -93.7% 4.5p 71.1p
-------- ------------- -------------
* Dividends per share, paid and proposed -21.1% 15.0p 19.0p
-------- ------------- -------------
* Net asset value per share -1.9% 792p 807p
-------- ------------- -------------
* Loan to value ratio 36.5% 35.6%
-------- ------------- -------------
* Gearing ratio 52.2% 52.7%
-------- ------------- -------------
Portfolio
Our established policy of continuing to upgrade the portfolio
resulted in two disposals of properties that we had owned for many
years and one significant acquisition during the year.
Property rental income increased to GBP2.27 million (2019 -
GBP2.22 million). This is the sixth successive year of rental
income growth and the fourth successive year in which it has
exceeded GBP2 million. This has been achieved despite the
profitable disposal during the year of our three industrial units
at Basingstoke and our remaining unit at St Neots and the loss of
rental income from two units at Chessington as a result of our
tenant exercising a break option last June. On the other hand, we
have benefited this year from a full year's contribution from
Petersfield Business Park which we acquired in late Summer 2018, as
well as a significant contribution from our latest acquisition at
Aylesford of six months rent and the receipt of the uplift from the
rent review detailed below.
The level of activity in terms of lease renewals, rent reviews
and lettings has been lower than in some previous years, reflecting
in part the mix of lease lengths and expiry dates and the overall
tenant stability within the portfolio. We completed two lettings,
one at Aylesford and the other at Uckfield, five lease renewals at
Norwich, Liphook and Heathfield and two rent reviews, one at
Lichfield and the other at our latest acquisition in Aylesford.
This acquisition in September 2019 was of a single,
self-contained industrial unit with an extensive yard adjoining our
existing 18 unit industrial estate at Lake Road, Aylesford. The
unit is of similar age and specification to our estate. The
acquired unit is let to and occupied by a longstanding tenant whose
lease continues until December 2023 at a passing rent on
acquisition of GBP76,000 per annum but subject to an outstanding
upward only rent review effective from 25 December 2018. As part of
the purchase it was agreed that we would take over negotiations on
the outstanding rent review and would retain the benefit of any
increased rent from the rent review date. We have now concluded the
outstanding rent review at GBP111,000 per annum and have collected
the increased rent due from December 2018, which is reflected in
property income in the statement of comprehensive income.
At Chessington we have two vacant units where we have
successfully concluded negotiations with our previous tenant
regarding dilapidations. The units present well, are in a good
location and marketing is ongoing. The commercial letting market
over the last year has been extremely difficult. However, we remain
optimistic about securing replacement tenants. I will update
shareholders regarding the reletting of these units in my interim
statement in November.
At Petersfield we are very close to finalising agreements for
lease with tenants for two of the three units for which we have
planning consent. We are currently undertaking a construction
tender process with several potential contractors and will then be
able to fully assess the viability of the scheme and take decisions
on the next steps. As regards the vacant site at Liphook, I am
pleased to report that while preparing this statement we finally
received the much delayed planning consent for two single-storey
units, with associated landscaping, parking and external works. We
are currently reviewing how best we can progress this scheme in the
light of current conditions. I will update shareholders on both
schemes in my interim statement.
Following the changes in the portfolio during the year, as at
the year end, the industrial sector within the portfolio accounted
for approximately 75% by value, with the retail warehouse and
office sectors comprising around 6% and 16% respectively and 1%
being in our remaining retail shop together with 2% in development
land.
Profits and Costs
The profit before movement in fair value of investment
properties, property sales and taxation for the year was similar to
last year at GBP1,155,000 (2019: GBP1,196,000). The net profit of
GBP421,000 from the sale of the one unit at St Neots and
Basingstoke is also reflected in the accounts for the year. Our
policy of exercising tight control over property and administrative
costs has continued to be effective although we incurred some
one-off costs relating to the functional changes announced last
October and mentioned below.
Portfolio Valuation
As at 25 March 2020, our Independent Valuers, BNP Paribas Real
Estate, have undertaken the annual revaluation of the company's
portfolio at GBP34,260,000 representing a revaluation diminution of
GBP1,145,000 on the valuation as at 25 March 2019, adjusted for
acquisitions and disposals. Revaluation adjustments, positive or
negative, are reflected together with property income and profits
or losses from disposals in the statement of comprehensive income,
thus resulting this year in lower earnings per share of 4.5p (2019:
71.1p). This treatment can result in significant variations in
earnings per share over the years, as is the case comparing this
year with last year.
The valuation was undertaken on the basis of Fair Value in
accordance with the requirements of IFRS 13 and the RICS Valuation
- Global Standards 2020. In common with other independent property
valuations being undertaken at present under these standards, the
valuation was reported on the basis of "material valuation
uncertainty" given the unknown future impact of Covid-19. This
means that valuers can attach less weight to previous market
evidence for comparison purposes to inform their opinions of value
and consequently less certainty, and a higher degree of caution,
should be attached to their valuation than would normally be the
case. The valuers state that the material uncertainty declaration
is to serve as a precaution and does not invalidate the
valuation.
Finance, Borrowings and Gearing
At the year end, we held cash of just under GBP1.3 million (2019
- GBP959,000), our borrowings were GBP12.5 million (2019 - GBP12.5
million) and net gearing was 52.2% (2019 - 52.7%). Under our
existing facility we can drawdown a further GBP1 million to take
total borrowings to GBP13.5 million . We operate well within the
financial covenants on asset and interest cover set out in our
borrowing facilities and have an excellent business relationship
with our bankers, Handelsbanken, with an arrangement that we can,
in principle and without commitment, increase our borrowings to a
maximum of GBP15 million.
Dividend
Over recent years we have sought to pursue a progressive
dividend policy that aims to provide shareholders with a rising
income commensurate with Wynnstay's growth and finances. This has
resulted in dividends increasing over the past eight financial
years to 25 March 2019 from 10.5p per share to 19.0p per share, an
increase of 81%, far in excess of the rate of inflation over the
period.
If the Covid-19 pandemic, with its uncertain consequences, had
not struck, the Board would have been minded to continue to pursue
this progressive dividend policy. However, given the present
uncertainties that we all face, we have concluded that it is vital
to be prudent and to ensure that we retain an increased level of
earnings in the business and thus pay a lower dividend this
year.
An interim dividend of 7.5p per share (2019 - 7.0p) was paid in
December 2019. The Board announced in mid-June that it would pay a
second interim dividend of 7.5p per share (2019 - final 12.0p) thus
making a total dividend of 15.0p per share for the year. This
second interim dividend was paid on 17 July 2020 to shareholders on
the register on 19 June 2020. As two interim dividends have been
paid for the year, no final dividend is being declared.
The Board will, of course, keep dividend policy under careful
review and hopes that when the outlook is more certain it will be
possible to return to its progressive dividend policy. It is keenly
aware how important investment income is to many shareholders,
especially at a time when interest rates are, and have been for
some time, very low and when a number of major companies are
cancelling their dividends. A decision on the interim dividend for
the current year will be taken as usual in November and announced
with our interim results at that time..
In the meantime, shareholders should recall that in Wynnstay's
case, the current year's dividend of 15.0p still presents a
substantial, above inflation, increase over the past eight
years.
Impact of Covid-19 pandemic
The Covid-19 pandemic and the government lockdown and other
measures to tackle it, including support for business, employees
and the economy, have now been with us for over four months. While
it is too early to assess the impact on Wynnstay's business in
anything other than the short term, it has clearly had a huge and
immediate impact on the UK economy, with resulting falls in GDP in
April and May far beyond any previously experienced.
The impact of the Covid-19 pandemic on commercial property has
been the subject of extensive press coverage, with particular focus
on the effect of the lockdown on particular sectors of the market -
notably retail, hospitality and leisure; and on tenants'
anticipated cash flow problems and thus on their ability to pay
their rents when due. This has also led to reports of adversarial
positions and mutual distrust developing as between some landlords
and their tenants resulting in the recent introduction of a
voluntary code of practice for commercial property relationships
during the pandemic.
At Wynnstay, we have only a small exposure to the retail,
hospitality and leisure sectors. We have a broad base of tenants in
the portfolio ranging from the government and substantial quoted or
privately owned companies to many small and medium sized
businesses. We do not depend for our rental income on any one
tenant or single business sector. As I have also mentioned in
previous statements, we have generally enjoyed constructive and
positive relationships with our tenants. This is standing us in
good stead in the current conditions.
Since the pandemic was declared, we have been talking to most of
our tenants, particularly those with smaller businesses facing
potential cash flow problems arising from the lockdown, to explore
how we might be able to help them. The Board considers that it is
both in shareholders' interests and vital for UK economic recovery
to support our tenants, as far as we reasonably can, so that they
are in a position to resume trading following the lifting of
restrictions. We expect tenants with viable businesses who are
suffering short term pressures on cash flow to take full advantage
of the various reliefs and schemes that have been made available to
business by the UK Government to assist them. These include
business rates suspension, employee cost support, tax payment
deferrals, government supported loans and business grants to
qualifying occupiers.
Typical support that we have been able to offer to viable
businesses is to accept, as a concessionary arrangement for a
limited period, monthly instead of quarterly in advance rent
payments and in some cases to defer a part of a quarter's rent,
spreading its payment over the remainder of our financial year. We
have also received a small number of requests from tenants for
concessionary arrangements in the form of rent holidays or longer
term rent deferrals. These requests have been considered on a case
by case basis on their merits, having regard to the resources, size
and viability of the businesses concerned, the availability and
take up of UK Government reliefs and schemes. Such requests by
tenants create opportunities to vary lease terms in a mutually
beneficial way such as by extending leases or removing tenant break
options. Lease variations of this nature have been agreed with
several tenants which we consider will be beneficial to both
parties by providing some relief to tenants while securing longer
term rental income and a potential increase in capital value for
Wynnstay.
Wynnstay is a small investment company to whom cash flow is as
important as it is to our tenants and the UK Government's measures
are directed in the main to trading, rather than investment,
businesses. For our part, we are maintaining our regular payments
to our suppliers, many of whom are also small businesses, to ensure
that their cash flow is supported in the challenging conditions
that we all face.
We continue to monitor carefully the receipts of our adjusted
rental income, taking account of the concessionary arrangements
mentioned above. I am pleased to report that as at the date of
writing, the Company has received all of the rental income due for
the first quarter of the current financial year commencing 26 March
2020 and over 70% of the rental income due for the second quarter
commencing 24 June 2020. For the second quarter, this includes all
of the rental income due to date comprising both quarterly rents
paid in advance and those rents now being paid monthly.
We will continue to monitor the position very carefully and to
engage actively with our tenants to assist them where
practicable.
Outlook
Although the government measures have been relaxed in stages
over the past two months and commercial activity has begun to
return, as already noted, the impact of the pandemic on the UK
economy has been dramatic. For Wynnstay, as for many other
businesses, the outlook will depend on the shape and speed of
recovery from the impact of the pandemic.
However, we have noted some encouraging signs. Our tenants are
continuing to pay their rents, including those due under
concessionary arrangements we have made with them. Generally, our
contacts with them suggest that they remain positive and determined
to build back their businesses - even those very few that we have
in the retail and hospitality sector. Indeed the apparent
resilience and determination among many of our tenants provides a
refreshing contrast to the gloom amongst economic forecasters and
the media.
Within our industrial units, we continue to see demand for units
that are available at current rents and we have concluded early in
the current year one successful lease renewal at an increased rent.
A number of rent reviews arise over the remainder of the current
year and it will be interesting to see how these are resolved. The
interest from tenants in lease extensions or new leases and the
removal of break clauses is also encouraging as they look for
security in their existing premises and arrangements with their
current landlords, rather than facing the costs and disruption of
relocation to different premises and landlords.
We have always taken an active, but conservative, approach to
building the portfolio and this has stood Wynnstay and you, as
shareholders, in good stead over many years, including over some
very difficult periods in the economy such as at the time of the
banking crisis. Our borrowings are conservative relative to our
assets and provide us with good headroom within our facilities with
Handelsbanken.
So while nothing can be certain especially given what we have
just been through, and have still to live with for some period of
time, the Board remains confident about Wynnstay's portfolio, its
business and its future.
Functional changes
In my statement with the interim results in November, I reported
in detail on the functional changes that we had made in relation to
our finance and company secretarial services following the decision
of our Finance Director and Company Secretary, Toby Parker, to
retire at the end of October. I am pleased to report that the new
arrangements with Alan Palmer, our Director of Finance, and Susan
Wallace of Bruce Wallace, our Company Secretary, are working
extremely well in practice in supporting the business and proving
to be flexible in the time commitment our needs require over the
course of the year. The requirement since late March for the whole
team to work remotely has also been successful.
Colleagues and advisers
Wynnstay has only one full-time employee, our Managing Director
Paul Williams. I, and my Non-Executive Director colleagues, are
part-time, as are our new finance and company secretarial
colleagues. I would like to thank them all, as well as those who
work with them and our various advisers, for their contributions
over the past year.
In the light of the unprecedented conditions, it has been agreed
that there will be no increase in either executive salary or
Directors' fees in the current year.
Shareholder Communications
We have relied for many years principally on paper
communications with shareholders, through our regular Interim
Reports in November and our Annual Reports in June each year. This
has been supplemented in recent years by information provided on
our website, and by the dissemination of our regulatory
announcements both on our website and through many external sources
including online investment news services and platforms.
Where it suits shareholders' needs, we would like to move from
paper to electronic communications as many companies have done over
recent years. Shareholders can also improve their ability to manage
their shareholding in Wynnstay by registering the holding online
with our Registrars, Link Asset Services via their share portal
www.signalshares.com . You will find enclosed with this Annual
Report a letter that sets out the benefits of moving to electronic
communications and of registering holdings online and setting out
the steps to be taken if you wish to participate.
You should note that if you would like to continue to receive
shareholder information in hard copy form, you have to take the
action described in the letter within 28 days. If you do not reply
within that time, you will be deemed to have consented to website
publication of shareholder information and you will no longer
automatically receive hard copies in the post.
This year we are introducing the opportunity described below for
shareholders to ask the questions in writing that they might have
wished to ask in person at the Annual General Meeting. In addition
to this innovation, shareholders may of course raise questions with
the Company at any time during the year, whether to me or to the
Managing Director. Questions about the details of any individual
shareholding should be addressed in the first instance to Link
Asset Services or to the Company Secretary.
Unsolicited Approaches to Shareholders
For many years, I have warned shareholders about "share scams",
typically unsolicited approaches, usually by telephone, but now
increasingly online, from an obviously overseas location and often
using a name which appears to carry some substance, about their
shareholdings.
As always, I urge all shareholders to continue to be vigilant.
There is nothing that we can do to deter or stop these approaches,
or the use by callers of Wynnstay's name or details of
shareholdings. On Wynnstay's website
(www.wynnstayproperties.co.uk), shareholders will also find a
warning and a link to other information about unsolicited
approaches regarding shares on the Financial Conduct Authority's
website (www. https://www.fca.org.uk/scamsmart ) .
Annual General Meeting
As you know we normally hold the Annual General Meeting (AGM) in
London to enable our shareholders to attend. The AGM provides an
important and valued opportunity for the Board to engage with
shareholders.
Unfortunately, at the time of making our AGM arrangements, this
will not be possible this year. In response to the Covid-19 global
pandemic, we need to observe the UK Government's guidance on social
distancing, as well as help prevent the spread of Covid-19 by not
arranging public meetings of significant numbers of people. The UK
Government has enacted legislation to facilitate the holding of
AGMs during this time and the Company's AGM will be held in
accordance with these measures.
Mindful of these requirements and the challenges they present,
our AGM will be held on Tuesday 15 September. The Board will ensure
a quorum is present and no other shareholders will be able to
attend as this would be in contravention of current legal
restrictions.
The AGM this year will therefore be purely functional and
address just the formal resolutions detailed in the notice of
meeting necessary to enable the Board to conduct the business and
affairs of the Company. As for all our meetings in recent years,
the notice of meeting includes, in addition to routine business,
two further resolutions. These resolutions would give the Board
authority, limited in both amount (5% of share capital) and time
(December 2021 at the latest) to issue shares, including shares
held in Treasury, and to do so without first offering them to
existing shareholders.
We are taking this opportunity to provide shareholders with the
facility to ask questions in writing that they might have wished to
ask in person at the AGM. If shareholders have questions, they
should be emailed to company.secretary@wynnstayproperties.co.uk or
by letter to me at the Company's office in advance of the AGM. You
w ill receive a written response and, if there are common themes
raised by a number of shareholders, we aim to provide a summary for
all shareholders, grouping themes and topics together where
appropriate, on the Company's website at the time of the Interim
Report in November.
Voting on all resolutions at the meeting will be conducted by
poll vote and we strongly encourage you to complete and return a
form of proxy to ensure your votes are included. You will need to
appoint the 'Chairman of the meeting' as your proxy as no other
person will be able to attend the AGM on your behalf this year.
Please follow the instructions on the Form of Proxy and return your
vote so as to be received no later than 48 hours before the
commencement of the meeting.
Wynnstay's shareholders have always been very diligent in
casting their votes at general meetings by proxy. Every year a very
high proportion of shareholders show their continued interest in
their investment in Wynnstay by taking the trouble to complete and
return their proxy forms. In the circumstances that we face this
year it is vital that shareholders exercise their rights by doing
so. Shareholders who choose to register for Link services, as
mentioned above, can also benefit from the ability to cast their
proxy votes electronically rather than by post or email.
Finally, on behalf of the Board, I would like to thank
shareholders for their continued support for Wynnstay and to convey
our good wishes at a time when issues of safety and health have
been uppermost in all our minds, leading to enforced changes in our
lives, including separation from friends and families.
Philip Collins
Chairman
30 July 2020
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2020
The Directors present their One Hundred and Thirty-Fourth Annual
Report, together with the audited Financial Statements of the
Company for the year ended 25 March 2020.
Following the adoption by the Company of the Quoted Company
Alliance Corporate Governance Code (the Code) certain matters
required by the Code to be included in the Annual Report are now
addressed in this report, the Strategic Report or the Corporate
Governance Report with cross-references provided where appropriate.
The three reports should be read together with the Chairman's
Statement and the additional information required by the Code
published on the Company's website.
Business and Future Development
As the Code requires a description of the business, strategy and
business model promoting long-term value for shareholders to be
included in the Annual Report and similar information is also
required by company law to be included in the Strategic Report,
these matters are dealt with in the Strategic Report .
Financial Objectives and Risks
As the Code requires a description of effective risk management
systems to be included in the Annual Report and company law
requires a description of financial risk management objectives and
policies, information on exposure to risks and a description of the
principal risks and uncertainties facing a company, these matters
are all dealt with in the Strategic Report as well as in Note 18 of
the financial statements .
Profit for the Year
The profit for the year after taxation amounted to GBP123,000
(2019: GBP1,928,000). Details of movements in reserves are set out
in the statement of changes in equity .
Dividends
The Directors have declared the payment of two interim dividends
of 7.5p each for the year ended 25 March 2020. An interim dividend
of 7.5p was paid on 20 December 2020 and a second interim dividend
of 7.5p was paid on 17 July 2020, representing a total for the year
of 15.0p (2019: 19.0p).
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Strategic
Report, the Directors' Report, the Corporate Governance Report, and
the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. The Directors prepared the
Company's financial statements in accordance with IFRS, as adopted
by the EU and applicable law.
The Directors must only approve the financial statements if they
are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for
the reporting period. In preparing these financial statements, the
Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether the financial statements have been prepared in
accordance with IFRS as adopted by the European Union; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements may
differ from legislation in other jurisdictions.
Directors
The Directors holding office during the financial year under
review and their interests (including spouses, related parties and
non-beneficial interests, where applicable) in the ordinary share
capital of the Company at 25 March 2020 and 25 March 2019 are shown
below:
Ordinary Shares of 25p
25.3.20 25.3.19
P.G.H. Collins Non-Executive Chairman 850,836 850,836
C.P. Williams Managing Director 11,612 10,212
C.H. Delevingne Non-Executive Director 5,000 5,000
T.J.C. Parker (resigned 31 October 2019) Finance Director and
Secretary *28,250
*28,250
* As at 30 October 2019 in the case of T.J.C. Parker, being the
date on which he ceased to be a Director. In relation to his
holding as at that date: (i) 10,000 ordinary shares were held under
the terms of a discretionary trust of which T.J.C. Parker was both
a trustee and a beneficiary (whilst T.J.C. Parker had a beneficial
interest in these shares he only had a potential or contingent
entitlement dependent on the exercise of the Trustees of their
discretions in his favour); and (ii) 18,250 ordinary shares were
held in two SIPPs on behalf of T.J.C. Parker.
The interests shown above in respect of Mr. P.G.H. Collins
include non-beneficial interests of 229,596 shares at 25 March 2020
and 2019.
Mr. C.P. Williams has a service agreement with the Company under
which his employment is subject to six months' notice of
termination by either party. Mr T.J.C. Parker had a service
agreement with the Company with the same period of notice. This was
terminated when he ceased to be a Director on 30 October 2019.
In accordance with the Company's Articles of Association, Mr
P.G.H. Collins and Miss C.M. Tolhurst retire by rotation and, being
eligible, offer themselves for re-election.
Biographies of each of the Directors are available on the
Company's website.
Directors' Emoluments
Directors' emoluments for the year ended 25 March 2020 are set
out below:-
Total Total
Salaries Fees Pension Benefits 2020 2019
P.G.H. Collins - 42,500 - - 42,500 41,500
C.P. Williams 129,000 15,850 12,600 2,446 159,896 183,727
C.H. Delevingne - 15,850 - - 15,850 15,500
T.J.C.Parker (resigned 31 October 2019) - 9,246 - 9,246
15,500
P. Mather - 15,850 - - 15,850 15,500
C.M. Tolhurst - 20,850 - - 20,850 15,500
Total 2020 GBP129,000 GBP120,146 GBP12,600 GBP2,446
GBP264,192
Total 2019 GBP151,000 GBP119,000 GBP12,600
GBP4,627 GBP287,227
The above figures for 2019 include a discretionary bonus payment
of GBP25,000 to Mr C.P. Williams being the amount determined by the
Board to reflect his performance during that year. No discretionary
bonus payment has been determined for the financial year under
review.
A company owned and controlled by Mr T.J.C. Parker, was paid a
fee of GBP27,416 (2019: GBP46,000) for services rendered during
part of the year (see note 19).
Directors' and Officers' Liability Insurance
The Company has maintained Directors' and Officers' insurance as
permitted by the Companies Act 2006.
Interests in the Company's Shares
As at 30 July 2020, the Directors have been notified or are
aware of the following interests (including spouses, related
parties and non-beneficial interests, where applicable, for both
financial years), which are in excess of three per cent of the
issued ordinary share capital of the Company, excluding shares held
in treasury:
No. of Ordinary Percentage of Percentage of
Shares of 25p Share Share
Capital 2020 Capital 2019
P.G.H. Collins 850,836 31.38% 31.38%
G. J. Gibson 272,192 10.04% 10.04%
D. N. Gibson 121,378 4.47% 4.47%
Dr. G.L.A. Bird 112,000 4.13% 4.13%
J.V. Bird 111,750 4.12% 4.12%
Going Concern
The Directors consider, as at the date of approving the
financial statements, that there is reasonable expectation that the
Company has adequate financial resources to continue to operate,
and to meet its liabilities as they fall due for payment, for at
least twelve months following the approval of the financial
statements.
Following the declaration by the World Health Organisation of
Covid-19 as a global pandemic, governments in the UK and elsewhere
have taken drastic and unprecedented lockdown and other measures
which include compulsory business closures and tight restrictions
on movement of people and on their activities. This event has the
potential to impact the Company and its business and is considered
further in the Strategic Report which is expressly incorporated by
reference into this report.
The Company has performed a series of financial stress tests,
described in Note 1.1 to the Financial Statements which is
expressly incorporated by reference into this report, to ensure
that the Company has sufficient cash resources and bank facilities
and sufficient covenant margin to manage the potential financial
impact of the Covid-19 pandemic on its business under going concern
principles.
Internal Control
The Directors are responsible for the Company's system of
internal financial control, which is designed to provide
reasonable, but not absolute, assurance against material
misstatement or loss. In fulfilling these responsibilities, the
Board has reviewed the effectiveness of the system of internal
financial control. The Directors have established procedures for
planning and budgeting and for monitoring, on a regular basis, the
performance of the Company.
Statement as to Disclosure of Information to Auditors
Each of the persons who are Directors at the time when this
report is approved has confirmed that:
-- so far as each Director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
-- each Director has taken all the steps that ought to have been
taken as a Director, including making appropriate enquiries of
fellow Directors and the Company's auditors for that purpose, in
order to be aware of any information needed by the Company's
auditors in connection with preparing their report and to establish
that the Company's auditors are aware of that information.
Auditor
BDO LLP has indicated its willingness to continue in office and
a resolution will be proposed at the Annual General Meeting to
reappoint BDO LLP as auditor for the next financial year.
Annual General Meeting
The Notice of the Annual General Meeting, to be held on 15
September 2020, is set out at the end of the Annual Report .
By Order of the Board
Susan Wallace
Secretary
30 July 2020
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2020
The Directors present their Strategic Report for the year ended
25 March 2020.
Following the adoption by the Company of the Quoted Company
Alliance Corporate Governance Code (the Code) certain matters
required by the Code to be included in the Annual Report are now
addressed in this report, the Directors' Report or the Corporate
Governance Report with cross-references provided where appropriate.
The three reports should be read together with the Chairman's
Statement and the additional information required by the Code
published on the Company's website.
Business, Business Model, Strategy and Future Development
Wynnstay is a long-established, successful property investment
company focusing on acquiring, managing and developing commercial
property primarily, but not exclusively, in the south and
south-east of England.
Through careful property selection, active direct property
management and promoting constructive business relationships with
tenants, Wynnstay continues to grow and develop a diversified
property portfolio.
Wynnstay's strategy is to secure growth in net rental income and
net asset value to provide shareholders with long-term value,
including a progressive dividend policy consistent with an
appropriate level of dividend cover.
Key challenges in the execution of this strategy are identifying
and securing changes to the portfolio, whether by acquisition or
disposal, and managing the risks of the commercial property
market.
A review of the Company's business, its development and
performance for the year, its position at the end of the year and
its future prospects is included in the Chairman's Statement. The
financial statements and notes are set out below.
Financial Objectives and Performance Indicators
The key financial objectives for the Company are to grow the
rental income and the capital value of the property portfolio and
thus the net asset value per share. The pursuit of these objectives
has delivered the following results:
-- Increase in rental income: 2.5% (2019: increase of 1.6%).
-- Decrease in net asset value per share: 1.9% (2019: increase of 7.0%).
The Directors consider the increase in rental income to be a
good outcome. The decrease in net asset value largely results from
the fair value adjustment required following the revaluation of the
investment portfolio as at 25 March 2020 and reflects the material
uncertainty arising from the Covid-19 pandemic.
The Directors will continue to search for profitable investment
opportunities and make changes to enhance the value of the
portfolio as and when such opportunities arise.
Risks, Uncertainties and Effective Risk Management
The principal risks and uncertainties are those associated with
the commercial property market, which is cyclical by its nature and
include changes in the supply and demand for space as well as the
inherent risk of tenant failure. In the latter case, the Company
seeks to reduce this risk by requiring the payment of rent deposits
when considered appropriate and monitoring the income exposure to
any tenant contributing more than 2% of total rental income on a
monthly basis.
Other risk factors include changes in legislation in respect of
taxation and the obtaining of planning consents, as well as those
associated with financing and treasury management including
interest rate risk. The Company's financial risk management
policies can be found at Note 18 of the financial statements.
In common with all other business activities, the Company is
exposed to many of the usual risks and uncertainties arising from
commercial, economic and political circumstances and events as well
as to unpredictable external shocks, such as the Covid-19
pandemic.
Following the declaration by the World Health Organisation of
Covid-19 as a global pandemic, governments in the UK and elsewhere
have taken drastic and unprecedented lockdown and other measures
which include compulsory business closures and tight restrictions
on movement of people and on their activities.
It is considered to be too early to assess the impact of the
Covid-19 pandemic and the UK Government's lockdown and other
measures on the Company and its business. This will depend on a
number of factors including, but not limited to, the length of the
lockdown, whether there are any further "waves" resulting in new
measures, the phasing of the relaxation of the measures, the
successes of the UK Government's reliefs and schemes to support
business and the overall impact on the UK economy and the shape and
speed of the recovery.
However, the Directors draw attention to the fact that
uncertainty arising from the Covid-19 pandemic has resulted in the
revaluation of the portfolio as at 25 March 2020 being subject to a
"material valuation uncertainty" declaration. This declaration is
contained in Note 9 to the financial statements, which is expressly
incorporated by reference into this report. The potential impact of
the Covid-19 pandemic has also caused the Directors to consider
whether, as at the date of their approval, the adoption of the
going concern basis is appropriate for the financial statements for
the year ended 25 March 2020. The Directors consider that the
adoption of the going concern basis is reasonable and appropriate
for the reasons set out in Note 1.1 Basis of Preparation - Going
Concern in the notes to the financial statements, which is
expressly incorporated by reference into this report.
The main risks the Board have identified together with actions
that it has already taken and continues to take to ensure the
Company manages these risks and emerges from the crisis in a
position of continued financial strength, are summarised below:
-- Potential income reduction and bad debts as tenants have
difficulty in maintaining rent payments and potential voids within
the portfolio arising from tenant failures, resulting in additional
costs;
-- Impact on the economy and market sentiment generally
adversely affecting the commercial property market and commercial
property values;
-- Disruption to the businesses of letting agents, property
professionals and the general services on which the business
relies;
-- Disruption to the supply chain for raw materials and
construction products and restrictions on the labour market and
level of activity on site on any developments it may undertake;
-- Staff operating from home or otherwise unable to work or
absent from work, and reliance on remote working both within the
business and with our tenants, agents and suppliers.
The Company carefully vets prospective new tenants from a credit
risk perspective. Bad debts are mitigated by close engagement with
businesses within a diversified mix of tenants across the
portfolio. In addition, where possible, those tenants with viable
businesses are actively assisted and supported, especially small
and medium sized businesses that are encountering cash flow
difficulties arising from the pandemic.
The Board monitors carefully its adjusted rental income
receipts, taking account of any concessionary arrangements agreed
with tenants. It has received all of the rental income due for the
first quarter of the current financial year commencing 26 March
2020 and over 70% of the rental income due for the second quarter
commencing 25 June 2020. For the second quarter, this includes all
of the rental income due to date comprising both quarterly rents
paid in advance and those rents now being paid monthly. The Board
will continue this careful monitoring and to take any actions that
may be required to support tenants as well as to protect and
recover income due. The Board has also intensified the regular
detailed review of the portfolio, including feedback from
engagement with tenants, in order to assess the risk of tenant
failures.
The Board uses an array of professional services, and to date
all these have been effectively working remotely under lockdown. It
has not experienced any difficulties in service provision to
date.
The Company has planning permission for developments at
Petersfield and Liphook. Decisions to proceed with these
developments have not yet been made. They will be assessed on
various assumptions regarding costs, timing, funding and
operational risks. Any decision to proceed with one or both of them
in the next twelve months will be taken following review of revised
cash flow forecasts and subject to any necessary additional
external funding being in place.
Directors' duty to promote the success of the Company under
Section 172 Companies Act 2006
This is a new reporting requirement for public companies for
accounting periods commencing after 1 January 2019. A fter that
date, a Strategic Report is required to include a statement that
describes how the directors have had regard to the matters set out
in section 172(1) (a) to (f) of the Companies Act 2006 when
performing their duty under section 172. Some of the matters
identified in Section 172(1) are already covered by similar
provisions in the QCA Corporate Governance Code and have thus been
previously reported by the Company in the Corporate Governance
Statement, the Corporate Governance Report and the QCA Statement of
Compliance on our website. In order to avoid unnecessary
duplication, the relevant parts of those documents are identified
below and are to be treated as expressly incorporated by reference
into this Strategic Report.
Under section 172 (1) of the Companies Act 2006, each individual
Director must act in the way he considers, in good faith, would be
the most likely to promote the success of the company for benefit
of its members as a whole, and in doing so have regard (among other
matters) to six matters detailed in the section.
In discharging their duties, the Directors seek to promote the
success of Wynnstay for the benefit of members as a whole and we
have regard to all the matters set out in Section 172(1), where
applicable and relevant to the business, taking account of its size
and structure and the nature and scale of its activities in the
commercial property market. The following paragraphs address each
of the six matters in Section 172(1) (a) to (f).
(a) The likely consequences of any decision in the long term :
The commercial property market is cyclical by nature. Investing in
commercial property is a long-term business. The decisions that we
take must have regard to long term consequences in terms of success
or failure and managing risks and uncertainties. We cannot expect
that every decision we take will prove, with the benefit of
hindsight, to be the best one: external factors may affect the
market and thus change conditions in the future, after a decision
has been taken. However, we consider that our record of decisions
on acquisitions, disposals and active management of the portfolio
is very strong. This is reflected in the long term performance of
Wynnstay over the years in terms of increases in rental income, net
asset value and dividends paid to shareholders. In the past year,
the decisions to dispose of two properties and acquire one property
were taken with a view to improving the overall quality and long
term performance of the portfolio and thus the success of Wynnstay
for the benefit of its shareholders.
(b) The interests of the company's employees: We have only one
full time employee, who is the Managing Director. He sits on the
Board with the Non-Executive Directors. There are no other
employees.
(c) The need to foster the company's business relationships with
suppliers, customers and others: We have regularly reported in our
annual reports on the constructive relationships that Wynnstay
seeks to build with its tenants and the mutual benefits that this
brings to both parties; and we have extended this reporting over
the past two years following Principle 3 of the QCA Code to include
suppliers and others. This is therefore addressed under Principle 3
in the QCA Compliance Statement. In the past year, it has been
vital to foster our business relationships with tenants given
external factors affecting business and the economy such as such as
political uncertainty, the general election and latterly the
Covid-19 pandemic.
(d) The impact of the company's operations on the community and
the environment: This is also addressed under Principle 3 of the
QCA Code in the QCA Compliance Statement. Due to its size and
structure and the nature and scale of its activities, the Board
considers that the impact of Wynnstay's operations as a landlord on
the community and the environment is low. Wynnstay's assets are
used by its tenants for their own operations rather than by
Wynnstay itself. In the past year, Wynnstay has not been made aware
of any tenant operations that have had a significant impact on the
community or the environment. In relation to planned developments,
Wynnstay seeks to ensure that designs and construction comply with
all relevant environmental standards and with local planning
requirements and building regulations so as not to adversely affect
the community or the environment.
(e) The desirability of the company maintaining a reputation for
high standards of business conduct: This is addressed under
Principle 8 of the QCA Code in the Corporate Government Statement
and in the QCA Compliance Statement. The Board considers that
maintaining Wynnstay's reputation for high standards of business
conduct is not just desirable: it is a valuable asset in the
competitive commercial property market.
(f) The need to act fairly as between members of the company:
Wynnstay has only one class of shares. Thus all shareholders have
equal rights and, regardless of the size of their holding, every
shareholder is, and always has been, treated equally and fairly.
Relations with shareholders are further addressed under Principles
2, 3 and 10 of the QCA Code in the Corporate Governance Report and
the QCA Compliance Statement. We have been reviewing how we
communicate with shareholders and are in the process of encouraging
shareholders to adopt electronic communications and proxy voting in
place of paper documents where this suits them as well as to raise
questions in writing if they are unable to attend annual general
meetings.
This Strategic Report was approved by the Board and is signed on
its behalf by:
Philip Collins
Director
30 July 2020
WYNNSTAY PROPERTIES PLC
CHAIRMAN'S CORPORATE GOVERNANCE STATEMENT
As Chairman, it is my responsibility, working with my fellow
Board colleagues, to ensure that good corporate governance
arrangements and standards apply within the Company. Our corporate
governance structure has evolved over many years since we became
one of the first companies admitted to AIM in 1995 and for some
time now our Annual Report has described our structure. We have
adopted and adapted practices and procedures to promote good
governance that are considered appropriate for a company of
Wynnstay's size and structure and the nature and scale of its
activities. We have strived, as the business has grown and changed,
for continual improvement making changes in recent years, for
instance, in management information flows and risk management
reviews.
In September 2018, the Company adopted the Quoted Companies
Alliance (QCA) Corporate Governance Code (the Code). The Code is
constructed around ten broad principles which are set out in the
Corporate Governance Report.
We prepared and placed our first Statement of Compliance on our
website in September 2018 and the statement was reviewed and
updated in June and November 2019. This is our second Annual Report
required to contain a Corporate Governance Statement and a
Corporate Governance Report. Our Statement of Compliance has been
reviewed and updated concurrently with the preparation of this
Annual Report and will be placed on the website together with the
index to signpost the location of disclosures required by the
Code.
At Wynnstay, we apply the principles of the QCA Code to the
extent reasonable and practicable for a company of our size and
structure and the nature and scale of our activities, recognising
the flexibility that lies within the Code so that it is neither a
bureaucratic, box-ticking exercise nor results in unnecessary,
inappropriate or burdensome processes and procedures. So, for
instance, we do not see the need, in a company of this size with
one full-time employee, the Managing Director, for separate
remuneration and audit committees, where the functions undertaken
typically by those committees can be fully and properly carried out
by the Non-Executive Directors working formally as a group to
consider remuneration and the audit plan, process and outcome. Nor
have we undertaken formal external Board and individual performance
reviews, relying instead on less formal methods of individual and
group self-examination and self-assessment, which we consider can
be suitably effective, although we will keep this under review.
The Board acknowledges that a corporate culture based on sound
ethical values and behaviours is an asset and provides competitive
advantages in the commercial property market where competition is
intense and prospective and existing tenants are seeking good
quality premises that are suited to their needs from a considerate,
reliable landlord. Wynnstay aims to conduct its business with a
high degree of professionalism, to operate within appropriate
professional standards and legal and regulatory requirements and to
act with honesty and integrity in a manner that gives confidence to
those with whom it deals.
I consider that Wynnstay's governance structures and processes
are in line with its corporate culture, and are appropriate to its
size and structure, the nature and scale of its activities and its
capacity, appetite and tolerance for risk and thus I consider them
to be "fit-for-purpose". They have evolved over time in parallel
with its objectives, strategy and business model and are suitable
for the Company's growth plans in the short to medium term and I,
with my colleagues on the Board, continue to keep them under review
and to make changes where required.
Philip Collins
Chairman
30 July 2020
WYNNSTAY PROPERTIES PLC
CORPORATE GOVERNANCE, REMUNERATION AND AUDIT REPORTS
Introduction
This report is presented by reference to each of the ten
principles contained in the Quoted Companies Alliance (QCA)
Corporate Governance Code (the Code) under a concise heading for
each principle. Where the QCA recommends that a principle should be
addressed in the Annual Report, we do so in this report, the
Directors' Report or the Strategic Report with cross-references
provided where appropriate. The three reports should be read
together with the Chairman's Statement and the additional
information required by the Code published on the Company's
website, including the Statement of Compliance. Where the Code
recommends that a principle should be addressed on the Company's
website, this report refers to the principle only and signposts to
the website, including to the Statement of Compliance. The index
required by the Code to signpost where the disclosures required by
the Code are located forms part of the Statement of Compliance. For
reasons explained below this report covers audit and remuneration
matters as well as corporate governance.
Principle 1: Establish a strategy and business model which
promote long-term value for shareholders
A description of the application of Principle 1 is recommended
by the Code to be included in the annual report and by company law
is required to be included in the Strategic Report. We therefore
deal with Principle 1 in that report.
Principle 2: Seek to understand and meet shareholder needs and
expectations
A description of the application of Principle 2 is recommended
by the Code to be included on a company's website. We therefore
deal with Principle 2 in the Statement of Compliance on the
Company's website.
Principle 3: Take into account wider stakeholder and social
responsibilities and implications for long-term success
A description of the application of Principle 3 is recommended
by the Code to be included on the Company's website. We therefore
deal with Principle 3 in the Statement of Compliance on the
Company's website.
Principle 4: Embed effective risk management, considering both
opportunities and threats, throughout the organisation
A description of the application of Principle 4 is recommended
by the Code to be included in the annual report. Under company law,
the Directors' Report must include a description of financial risk
management objectives and policies and information on exposure to
price risk, credit risk, liquidity risk and cash flow risk and the
Strategic Report must include a description of the principal risks
and uncertainties facing a company. We therefore deal with
Principle 4 in these reports.
Principle 5: Maintain the board as a well-functioning, balanced
team, led by the Chair
A description of the application of Principle 5 is recommended
by the Code to be included in the annual report. The information
given below should be read together with the additional information
required by the Code to be given under Principles 6, 7, 8 and 9
provided in this report, elsewhere in this Annual Report and in the
Statement of Compliance on the Company's website, as recommended by
the Code.
The Code requires the identification of those directors who are
considered to be independent and a description of the time
commitment required from directors including the number of meetings
of the Board, and of any committees, during the year, together with
the attendance record of each Director.
The Board comprises one executive, the Managing Director, and
four Non-Executive Directors, including the Chairman. The Board
considers that all the Non-Executive Directors are independent. The
biographies of the all the Directors are available on the Company's
website .
Philip Collins, the Non-Executive Chairman, has been a Director
since 1988 and became Chairman in 1998. He has become a significant
shareholder, having decided to invest over this period, to
demonstrate his confidence in Wynnstay's long-term prospects. He
has always placed the interests of all shareholders, and Wynnstay's
long term success, at the centre of his chairmanship, as evidenced
by his actions and reports to shareholders. His knowledge of the
business and of shareholders, and his experience in both the
private and public sectors, are all valuable to the Board's
deliberations. There is no evidence that his tenure or his
shareholding has had any adverse impact on his independent
judgement.
Charles Delevingne has served as a Non-Executive Director since
June 2002. Notwithstanding the length of his service, Mr Delevingne
continues to demonstrate his commitment to fulfilling his role as a
Non-Executive Director, providing direction on business strategy
and advice on business operations using his skills and experience
in commercial property. He is not involved in the daily management
of the Company, nor in any relationships or circumstances that
might give rise to a conflict of interest or interfere with his
exercise of independent judgment. In addition, he continues to
demonstrate the attributes of an independent non-executive director
and there is no evidence that his tenure has had any adverse impact
on his independent judgment.
Paul Mather and Caroline Tolhurst were appointed to the Board in
March 2017 and were deemed independent on appointment and remain
so. They are both Chartered Surveyors and have many years of
experience in commercial property and property investment
management as well as, in the case of Caroline Tolhurst, in
corporate governance through her qualification and experience as a
Company Secretary.
The Non-Executive Directors are expected to devote such time as
is necessary for the proper performance of their duties. Overall
the Non-Executive Directors, other than the Chairman, are expected
to spend a minimum of 10 working days a year on the Company's
business. In practice, after taking account of 8-9 Board meeting a
year, preparation time, site visits and other requirements, 12-15
days per annum would be typical. The Chairman typically spends the
equivalent of 25-30 working days per annum on the Company's
business. The following table shows directors' attendance at
scheduled Board meetings in the past financial year ended 25 March
2020.
Director Board meetings
Philip Collins 7/7
---------------
Paul Williams 7/7
---------------
Toby Parker
(Resigned 30 October
2019) 4/4
---------------
Charles Delevingne 7/7
---------------
Paul Mather 7/7
---------------
Caroline Tolhurst 7/7
---------------
In view of the Company's size and nature, the Board does not
consider that the establishment of Board committees, such as a
Remuneration Committee, a Nomination Committee or an Audit
Committee, is appropriate. Reports of the Non-Executive Directors
consideration of Remuneration and Audit matters are covered under
Principle 10 below, as recommended by the Code.
In relation to nominations, these are managed by the
Non-Executive Directors, or delegated to an ad hoc committee of
them, who report with recommendations to the Board. The approach to
succession planning and appointments is addressed, as recommended
by the Code, under Principle 7 in the Statement of Compliance on
the Company's website.
Principle 6: Ensure that between them directors have the
necessary up-to-date experience, skills and capabilities
The application of Principle 6 is recommended by the Code to be
included in the annual report and is therefore included in this
report, as well as elsewhere in this Annual Report, which should be
read together with the information provided under Principles 5, 7,
8 and 9 in this report and on the Company's website.
The Code requires disclosure of the identity of each Director;
the relevant experience, skills, personal qualities that each
brings to the Board; how the Board as a whole contains the
necessary mix of experience, skills and qualities (including gender
balance) and capabilities to deliver the strategy over the medium
to long-term; how each director keeps his/her skill-set up-to-date;
where external advisers have been engaged, their role and where
external advice on significant matters has been obtained; and any
internal advisory roles.
The names of the Directors and their experience, skills and
capabilities are set out on the Company's website. Reference is
also made to the information on each of the Non-Executive Directors
given under Principle 5 above.
The Managing Director, Paul Williams, has many years of
practical experience in property investment and management. The
Board has engaged experienced professionals to manage accounting,
financial and company secretarial matters.
Alan Palmer, the Director of Finance, although not a Board
Director, attends all Board meetings and advises the Board on
accounting and financial matters. He has extensive experience of
the commercial property sector, with former senior roles in
finance, treasury and corporate finance in quoted property
companies. His services are provided through The FD Centre Limited,
a specialist provider of part-time Finance Director services to
small and medium sized enterprises.
Susan Wallace FCIS, Company Secretary, is a Chartered Secretary
and a founding partner of Bruce Wallace Associates Limited, a
specialist provider of company secretarial and compliance services
to SME businesses and quoted companies. In her role, she is
supported by other professionals in her company.
The Board considers that the experience and knowledge of each of
the Directors and the experienced professionals is appropriate for
the Company's current operations and strategy and gives them the
ability to constructively challenge strategy, scrutinise
performance and assess risk and to deliver the Company's strategy
over the medium to long term.
Directors keep their skill sets up-to-date with a combination of
attendance at industry events, individual reading and study and
experience gained from other board roles. The Company Secretary is
responsible for ensuring the Board is aware of any applicable
regulatory changes and updates the Board as and when relevant.
Directors are able to take independent professional advice in the
furtherance of their duties, if necessary, at the Company's
expense.
The Company calls on the services of specialist external
advisers in the usual way for its day-to-day business needs.
The Chairman, Senior Independent Director, Company Secretary and
Director of Finance, working in their respective roles and
together, advise and support the Board as a whole, drawing on
specialist external advisers where necessary.
Principle 7: Evaluating board performance based on clear and
relevant objectives, seeking continuous improvement
The application of Principle 7 is recommended by the Code to be
included in part in the annual report and in part on a company's
website. The Company considers that it is convenient to deal with
most of these matters in one place in this report.
After the end of each financial year, the Chairman usually holds
a meeting with the Non-Executive Directors individually and as a
group without the Managing Director. The Non-Executive Directors
also meet annually without the Chairman to appraise the Chairman's
performance. These meetings are intended to provide an opportunity
for open dialogue on individual and collective performance and on
any necessary changes required.
Given the size and nature of the Company's business, the Board
currently does not consider it would be an appropriate use of cash
resources to engage an external firm to undertake a formal
evaluation. The Board considers regularly whether to develop
further the internal self-evaluation and assessment of its
performance.
The approach to succession planning and appointments is
addressed, as recommended by the Code, under Principle 7 in the
Statement of Compliance on the Company's website.
Principle 8: Promote a corporate culture based on ethical values
and behaviours
The application of Principle 8 is recommended by the Code to be
addressed in the Chairman's Corporate Governance Statement.
Ensuring the means to determine that values and behaviours are
recognised and respected is addressed, as recommended by the Code,
under Principle 8 in the Statement of Compliance on the Company's
website.
Principle 9: Maintain governance structures and processes that
are fit-for-purpose, and support good decision making
A high-level explanation of the application of Principle 9 is
recommended by the Code to be provided in the Chairman's Corporate
Governance Statement.
The Code recommends that supplementary detail required by the
Code (role and responsibilities of Directors, role of committees,
matters reserved for the Board and plans for evolution of the
governance framework) is addressed on the website and it is so
addressed under Principle 9 in the Statement of Compliance on the
Company's website.
Principle 10: Communicate how the company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders
The application of Principle 10 of the Code is recommended by
the Code to be included in part in the annual report and in part on
the website. The Company follows these recommendations and
addresses the work of committees, including in relation to audit
and remuneration and the identification and reasons for any
non-publication of disclosures under the principles set out in the
Code in this report.
The other matters, being the outcome of all general meeting
votes and intended actions on and reasons for significant votes
cast against resolutions, will be stated on the Company's website,
including under Principle 10 of the Statement of Compliance; and
historical annual reports, notices and general meetings and other
governance-related material are included on the Company's
website.
Communication and dialogue with shareholders and other relevant
stakeholders has already been addressed above in this report. The
performance of the business during the last financial year is
reviewed in detail in the Chairman's Statement, the Directors'
Report and the Strategic Report and elsewhere in the Annual
Report.
The Board considers that the existing communication and
reporting structures allow open dialogue between shareholders and
the Board and provide shareholders with a good understanding of the
business.
The Code recommends the annual report to describe the work of
committees and recommends inclusion in the annual report. As
already mentioned above, the Board does not have formally
constituted committees, with the Non-Executive Directors acting as
a group in relation to audit and remuneration.
The following paragraphs report on the work of the Non-Executive
Directors in relation to audit and remuneration matters in the
year.
Audit Report
The Senior Independent Director and the Director Finance met and
discussed the audit with the external auditor before the year-end
and a draft Audit Planning Report prepared by the auditors was
reviewed subsequently by the Board. At the completion of the audit,
the auditor presented its Audit Completion Report to the
Non-Executive Directors before the Financial Statements were
presented for Board approval.
The discussions enabled the auditor to explain the proposed work
and its outcome and the Non-Executive Directors to raise any
issues. It is considered that the process worked well and the audit
did not raise any material issues therefore the auditors were able
to issue their audit report in the usual form.
Remuneration Report
The Directors currently determine remuneration, with the
Non-Executive Directors determining the remuneration of the
Executive Director and the Non-Executive Directors (other than the
Chairman) determining the Chairman's remuneration. Directors' fees
are determined by the whole Board. Details of the Directors'
remuneration are set out in the Directors' Report.
It is the Company's policy that the remuneration of Directors
should be commensurate with the services provided by them to the
Company and should take account of published data on reasonable
market comparables, where available.
The Non-Executive Directors meet after the end of the financial
year to review the performance of the Managing Director and
determine the level of his remuneration and any bonus. Remuneration
is determined by reference to a mixture of publicly available
remuneration studies relating to the relevant specialism and role,
other AIM companies and a few private property companies. Levels of
bonus are determined by reference to the assessment of performance
against objectives for the business. This process is necessarily
subjective, but is considered to deliver a reasonable result for
the individual, the Company and its shareholders. For the year
ended 25 March 2020, it was agreed that the Managing Director's
remuneration should be increased and bonus objectives were agreed.
Details of the remuneration are disclosed in the Directors' Report.
Following the end of the year after discussion with the Managing
Director, it was agreed that, particularly in the light of the
circumstances arising from the Covid-19 pandemic, there would be no
increase in remuneration for the current year and that no bonus
payment was payable for the year ended March 2020.
Directors' fees are determined primarily by reference to the
fees payable in other AIM quoted companies, with the level being
set towards the lower end of the range. The Chairman's remuneration
is set having regard to the commitment required to carry out the
function and its responsibilities and having regard to the level of
Directors' fees and, to some extent, comparables among other AIM
companies. For the year ended 25 March 2020, Directors' fees were
increased as disclosed in the Directors' Report. In the light of
the circumstances arising from the Covid-19 pandemic, it was agreed
that there should be no increase in Directors' fees or Chairman's
remuneration for the current year.
This Report was approved by the Board and is signed on its
behalf by:
Philip Collins
Director
30 July 2020
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF WYNNSTAY PROPERTIES PLC
Opinion
We have audited the financial statements of Wynnstay Properties
PLC (the "Company") for the year ended 25 March 2020 which comprise
the Statement of Comprehensive Income, the Statement of Financial
Position, the Statement of Cash Flows, the Statement of Changes in
Equity and the notes to the financial statements, including a
summary of significant accounting policies. The financial reporting
framework that has been applied in the preparation of the financial
statements is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 25 March 2020 and of its profit for the year then
ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the Directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate,
or
-- the Directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the Company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for
issue.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. This
matter was addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on this matter.
Key audit matter How we addressed the key audit
matter in the audit
Valuation of investment properties In this area our audit procedures
included:
The Company holds investment * We compared the key valuation assumptions, which we
properties which comprise properties consider relate to the market yields appropriate to
owned by the Company held for the sector and location of the properties, against
rental income. Investment properties our independently formed market expectations.
are valued by independent external Variances were evaluated through challenge of the
valuers whose details are disclosed valuers and accumulated to determine whether they
in Note 9. The valuation of supported the overall valuation.
investment properties requires
significant judgement in determining
the appropriate inputs to be * We tested the accuracy of key observable valuation
used in the model and there inputs, primarily passing rental income and lease
is therefore a risk that the terms, to the information provide to the valuers for
properties are incorrectly valued. use in their valuation.
The accounting policies relating
to investment properties are
disclosed in Note 1.2.
* We met with the external valuer to discuss and
challenge the valuation methodology and key
assumptions, and to determine whether there were any
indicators of undue management influence on the
valuations.
* We assessed the competency, qualifications,
independence and objectivity of the external valuers
engaged by the company and reviewed the instructions
provided to the valuer for completeness, unusual
arrangements and to check that there was no evidence
of management bias.
Key observations:
We did not identify any indicators
to suggest that the valuation
of the Company's investment
properties materially misstated.
------------------------------------------------------------
Our application of materiality
We set certain thresholds for materiality. These help us to
determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on
the financial statements as a whole. We consider materiality to be
the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken
on the basis of the financial statements. Importantly,
misstatements below these levels will not necessarily be evaluated
as immaterial as we also take into account of the nature of
identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole.
We determined the materiality for the financial statements as a
whole to be GBP358,000 (2019 - GBP362,000), calculated with
reference to a benchmark of the Company's gross assets, which is a
typical primary measure for users of the financial statements of
investment property companies, of which it represents 1%.
Performance materiality is the application of materiality at the
individual account or balance level set at an amount to reduce to
an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for
the financial statements as a whole. The Company's performance
materiality was set at GBP268,500 (2019 - GBP271,000) which
represents 75% of the above materiality levels.
We also determined that for items within pre-tax profit, a
misstatement of less than materiality for the financial statements
as a whole, specific materiality, could influence the economic
decisions of users. As a result, we determined materiality for
these items at GBP86,000 based on 5% of profit before tax adjusted
by averaging three years results (2019 - GBP44,000 being 2% of
profit before tax for the year).
We agreed with the Non-Executive Directors that we would report
to them all individual audit differences in excess of GBP17,900
(2019 - GBP18,000) being 5% of the materiality for the financial
statements as a whole. We also agreed to report differences below
these thresholds that, in our view, warranted reporting on
qualitative grounds.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the Directors made
subjective judgements, for example in respect of the valuation of
investment properties which have a high level of estimation
uncertainty involved.
We considered the risk of the financial statements being
misstated or not prepared in accordance with the underlying
legislation or financial reporting standards. We then directed our
work toward areas of the financial statements which we assessed as
having the highest risk of containing material misstatements.
Other information
The Directors are responsible for the other information. The
other information comprises the information included in the annual
report and financial statements, other than the financial
statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic Report or
the Directors' Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors'
Responsibilities in the Directors' Report, the Directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Paul Fenner (Senior Statutory Auditor)
for and on behalf of BDO LLP
Statutory Auditor
55 Baker Street
London
WC1U 7EU
30 July 2020
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
WYNNSTAY PROPERTIES PLC
STATEMENT OF COMPREHENSIVE INCOME FOR YEARED 25 MARCH 2020
Notes 2020 2019
GBP'000 GBP'000
Property Income 2,271 2,216
Property Costs 2 (116) (81)
Administrative Costs 3 (572) (544)
1,583 1,591
Movement in Fair Value of
Investment Properties 9 (1,318) 771
Profit on Sale of Investment
Property 421 280
Operating Income 686 2,642
Investment Income 5 2 3
Finance Costs 5 (430) (399)
Income before Taxation 258 2,246
Taxation 6 (135) (318)
Income after Taxation 123 1,928
Basic and diluted earnings
per share 8 4.5p 71.1p
The company has no items of other comprehensive income.
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25 MARCH 2020
2020 2019
Notes GBP'000 GBP'000
Non-Current Assets
Investment Properties 9 34,260 33,695
Investments 11 3 3
34,263 33,698
Current Assets
Accounts Receivable 13 244 157
Cash and Cash Equivalents 1,289 959
1,533 2,516
Non-current assets held for
Sale 9 - 1,400
1,533 2,516
Current Liabilities
Accounts Payable 14 (1,263) (1,178)
Income Taxes Payable (241) (232)
(1,504) (1,410)
Net Current Assets 29 1,106
Total Assets Less Current
Liabilities 34,292 34,804
Non-Current Liabilities
Bank Loans Payable 15 (12,500) (12,500)
Deferred Tax Payable 16 (314) (421)
(12,814) (12,921)
Net Assets 21,478 21,883
Capital and Reserves
Share Capital 17 789 789
Capital Redemption Reserve 205 205
Share Premium Account 1,135 1,135
Treasury Shares (1,570) (1,570)
Retained Earnings 20,919 21,324
21,478 21,883
Approved by the Board and authorised for issue on 30 July
2020
Philip Collins Paul Williams
Director Director
Registered number: 00022473
WYNNSTAY PROPERTIES PLC
STATEMENT OF CASH FLOWS FOR THE YEARED 25 MARCH 2020
2020 2019
GBP'000 GBP'000
Cashflow from operating activities
Income before taxation 258 2,246
Adjusted for:
(Increase) / Decrease in fair value
of investment properties 1,318 (771)
Interest income (2) (3)
Interest expense 430 399
Profit on disposal of investment
properties (421) (280)
Changes in:
Trade and other receivables (88) 651
Trade and other payables 71 102
Cash generated from operations 1,566 2,344
Income taxes paid (241) (222)
Interest paid (430) (399)
Net cash from operating activities 895 1,723
Cashflow from investing activities
Interest and other income received 2 3
Purchase of investment properties (2,014) (4,924)
Sale of investment properties 1,975 950
Net cash from investing activities (37) (3,971)
Cashflow from financing activities
Dividends paid (528) (488)
Drawdown on bank loans - 3,260
Repayment of bank loans - (1,000)
Net cash from financing activities (528) 1,772
Increase/(decrease) in cash and
cash equivalents 330 (476)
Cash and cash equivalents at beginning
of period 959 1,435
Cash and cash equivalents at end
of period 1,289 959
WYNNSTAY PROPERTIES PLC
STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 25 MARCH 2020
YEARED 25 MARCH 2020
Capital Share
Share Redemption Premium Treasury Retained
Capital Reserve Account Shares Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 26
March 2019 789 205 1,135 (1,570) 21,324 21,883
Total comprehensive
income for the
year - - - - 123 123
Dividends - note
7 - - - - (528) (528)
--------- ----------- -------- ---------- ---------- -------
Balance at 25
March 2020 789 205 1,135 (1,570) 20,919 21,478
--------- ----------- -------- ---------- ---------- -------
YEARED 25 MARCH 2019
Capital Share
Share Redemption Premium Treasury Retained
Capital Reserve Account Shares Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 26
March 2018 789 205 1,135 (1,570) 19,884 20,443
Total comprehensive
income for the
year - - - - 1,928 1,928
Dividends - note
7 - - - - (488) (488)
--------- ----------- -------- ---------- ---------- -------
Balance at 25
March 2019 789 205 1,135 (1,570) 21,324 21,883
--------- ----------- -------- ---------- ---------- -------
FUNDS AVAILABLE FOR DISTRIBUTION
2020 2019
GBP'000 GBP'000
Retained Earnings 20,919 21,324
Less: Cumulative Unrealised Fair Value
Adjustment of Property Investments (7,797) (7,606)
Treasury Shares (1,570) (1,570)
Distributable Reserves 11,552 12,148
Explanation of Capital and Reserves:
-- Share Capital: This represents the subscription, at par
value, of the Ordinary Shares of the Company.
-- Capital Redemption Reserve: This represents money that the
Company must retain when it has bought back shares, and which it
cannot pay to shareholders as dividends: It is a non-distributable
reserve and represents paid up share capital.
-- Share Premium Account: This represents the subscription
monies paid for Ordinary Shares of the Company in excess of their
par value.
-- Treasury Shares: This represents the total consideration and
costs paid by the Company in March 2010 when purchasing the 443,650
shares as referred to in Note 17.
-- Retained Earnings: This represents the profits after tax that
can be used to pay dividends. However, dividends can only be paid
from Distributable Reserves as detailed in the preceding table.
WYNNSTAY PROPERTIES PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE
YEARED 25 MARCH 2020
1. BASIS OF PREPARATION, ACCOUNTING POLICIES AND ESTIMATES
Wynnstay Properties Plc is a public limited company incorporated
and domiciled in England and Wales. The principal activity of the
Company is property investment, development and management. The
Company's ordinary shares are traded on the Alternative Investment
Market. The Company's registered number is 00022473.
1.1 Basis of Preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by
the EU. The financial statements have been presented in Pounds
Sterling being the functional currency of the Company and rounded
to the nearest thousand. The financial statements have been
prepared under the historical cost basis modified for the
revaluation of investment properties and financial assets measured
at fair value through Operating Income.
(a) New Interpretations and Revised Standards Effective for the
year ended 25 March 2020
The Directors have adopted all new and revised standards and
interpretations issued by the International Accounting Standards
Board ("IASB") and the International Financial Reporting
Interpretations Committee ("IFRIC") of the IASB and adopted by the
EU that are relevant to the operations and effective for accounting
periods beginning on or after 26th March 2019. The adoption of
these interpretations and revised standards had the following
impact on the disclosures and presentation of the financial
statements:
IFRS 16 - Leases
The standard makes substantial changes to the recognition and
measurement of leases by lessees. On adoption of the standard,
lessees, with certain exceptions for short term or low value
leases, are required to recognise all leased assets on their
Statement of Financial Position as 'right-of-use assets' with a
corresponding lease liability.
The requirements for lessors are substantially unchanged
although the disclosures are also likely to increase.
An impact assessment of the standard was carried out and, as a
lessee, the Company only has one service agreement with a serviced
office provider expiring on 31 May 2022. The IFRS 16 effect of this
agreement should the rent portion have been adjusted for in the
Statement of Financial Position would have been to increase both
the assets and liabilities of the Company by GBP15,177.
(b) Standards and Interpretations in Issue but not yet
Effective
The International Accounting Standards Board ("IASB") and
International Financial Reporting Interpretations Committee
("IFRIC") have issued the below revisions to existing standards or
new interpretations or new standards with an effective date of
implementation after the period of these financial statements.
The following new standards, amendments or interpretations
applicable in future periods have not been early adopted as they
are not expected to have a significant impact on the financial
statements of the Company:
-- Amendments to References to the Conceptual Framework in IFRS
Standards (effective 1 January 2020)
-- Amendments to IFRS 3 Business Combinations - Definition of a
Business (effective 1 January 2020)
-- Definition of Material - Amendments to IAS 1 and IAS 8 (effective 1 January 2020)
-- Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate
Benchmark Reform (effective 1 January 2020)
-- Amendments to IAS 1: Classification of Liabilities as Current
or Non-current (effective 1 January 2022).
(c) Going concern
The financial statements have been prepared on a going concern
basis. This requires the Directors to consider, as at the date of
approving the financial statements, that there is reasonable
expectation that the Company has adequate financial resources to
continue to operate, and to meet its liabilities as they fall due
for payment, for at least twelve months following the approval of
the financial statements.
The Company has performed a series of financial reasonable and
appropriate tests to ensure that the Company has sufficient cash
resources and bank facilities and with sufficient covenant margin
to manage the potential financial impact of the Covid-19 pandemic
on its business under going concern principles. These tests
included the following:
-- Reviewing and establishing that cash balances and bank
facilities are sufficient to cover at least twelve months of
operations, including financing costs and continuation of
employment and advisory costs as currently contracted without any
reduction for cost saving initiatives;
-- modelling of financial covenant ratios, including tests of a
major hypothetical diminution in property portfolio valuation and
of interest cover ratios; and
-- Reviewing a cash flow forecast scenario to test potential
hypothetical falls in rental income, including liquidity for the
risks of vacant space when leases expire and properties are not
re-let during the forecast period and on various assumptions
regarding the costs, timing, funding and operational risks of any
developments undertaken. Any decision to proceed with developments
in the next twelve months will be taken following review of revised
cash flow forecasts and subject to any necessary additional
external funding being in place.
In the light of the results of the financial stress tests
described above, the Directors consider that the adoption of the
going concern basis is reasonable and appropriate.
1.2 Accounting Policies
Investment Properties
All the Company's investment properties are independently
revalued annually and stated at fair value at 25 March. The
aggregate of any resulting increases or decreases are taken to
operating income within the Statement of Comprehensive Income. The
basis of independent valuation is described in Note 9.
Investment properties are recognised as acquisitions or
disposals based on the date of contract completion.
Assets held for sale
Non-current assets are classified as held for sale if their
carrying amount will be recovered through a sale transaction rather
than through continuing use. This condition is regarded as met only
when the sale is highly probable, and the asset is available for
immediate sale in its present condition. Management must be
committed to the sale, which should be expected to qualify for
recognition as a completed sale within one year from the date of
classification. Non-current assets classified as held for sale are
measured at the lower of the assets' previous carrying amount or
fair value less cost to sell.
Depreciation
In accordance with IAS 40, freehold investment properties are
included in the Statement of Financial Position at fair value and
are not depreciated.
The Company has no other plant and equipment.
Disposal of Investments
The gains and losses on the disposal of investment properties
and other investments are included in Operating Income in the year
of disposal.
Property Income
Property income is recognised on a straight-line basis over the
period of the lease and is measured at the fair value of the
consideration receivable. Lease deposits are held in separate
designated deposit accounts and are thus not treated as assets of
the Company in the financial statements. All income is derived in
the United Kingdom.
Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. Current tax is the expected tax payable on the
taxable income for the year based on the tax rate enacted or
substantively enacted at the reporting date, and any adjustment to
tax payable in respect of prior years. Taxable profit differs from
income before tax because it excludes items of income or expense
that are deductible in other years, and it further excludes items
that are never taxable or deductible.
Deferred taxation is the tax expected to be payable or
recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profits and is
accounted for using the statement of financial position liability
method. Deferred tax liabilities are recognised for all taxable
temporary differences (including unrealised gains on revaluation of
investment properties) and deferred tax assets are recognised to
the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised.
The Company provides for deferred tax on investment properties
by reference to the tax that would be due on the sale of the
investment properties. Deferred tax is calculated at the rates that
are expected to apply in the period when the liability is settled,
or the asset is realised. Deferred tax is charged or credited to
Income after Taxation, including deferred tax on the revaluation of
investment property.
Trade and Other Accounts Receivable
Trade and other receivables are initially measured at fair value
and subsequently measured at amortised cost as reduced by
appropriate allowances for expected credit losses. All receivables
do not carry any interest and are short term in nature.
Cash and Cash Equivalents
Cash comprises cash at bank and on demand deposits. Cash
equivalents are short term (less than three months from inception),
repayable on demand and are subject to an insignificant risk of
change in value.
Trade and Other Accounts Payable
Trade and other payables are initially measured at fair value
and subsequently measured at amortised cost. All trade and other
accounts payable are non-interest bearing.
Pensions
Pension contributions towards employee's pension plan are
charged to the statement of comprehensive income as incurred. The
pension scheme is a defined contribution scheme.
Borrowings
Interest rate borrowings are recognised at fair value, being
proceeds received less any directly attributable transaction costs.
Borrowings are subsequently stated at amortised cost. Any
difference between the proceeds (net of transaction costs) and the
redemption value is recognised in profit or loss over the period of
the borrowings using the effective interest method. Borrowings are
classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
Dilapidations
Dilapidations payments received from tenants are held in
provision until such time as they are expended: see Notes 10 and
14.
1.3 Key Sources of Estimation Uncertainty and Judgements
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that may affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expenses.
Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that
period. The key sources of estimation uncertainty that have a
significant risk of causing material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are those relating to the fair value of investment properties which
are revalued annually by the Directors having taken advice from the
Company's independent external valuers, on the basis described in
Note 9, as well as the judgement taken by the Directors as to
whether a property is being held for sale.
The Directors have considered the impact of Brexit on the
business and do not consider that this will have a material effect
in the short to medium term on the Company.
The Directors consider that it is too early to assess the impact
of the Covid-19 pandemic and the UK Government's lockdown and other
measures on the Company and its business. This will depend on a
number of factors including, but not limited to, the length of the
lockdown, the phasing of the relaxation of the measures, whether
there are any further "waves" resulting in new measures, the
successes of the UK Government's reliefs and schemes to support
business and the overall impact on the UK economy and the speed of
the recovery.
The Covid-19 pandemic and the UK Government's lockdown and other
measures are considered in the Strategic Report and have also been
considered in relation to the adoption of the going concern basis
for these Financial Statements (see Note 1.1 above). Each of these
passages is expressly incorporated by reference into this note.
There are no other judgemental areas identified by management
that could have a material effect on the financial statements at
the reporting date.
2. PROPERTY COSTS 2020 2019
GBP'000 GBP'000
Empty rates 37 4
Property management 20 44
57 48
Legal fees 33 27
Agents fees 26 6
116 81
3. ADMINISTRATIVE COSTS 2020 2019
GBP'000 GBP'000
Rents payable - operating lease rentals 28 26
General administration, including staff costs 504 479
Auditors' remuneration: Audit fees 36 35
Tax services 4 4
572 544
4. STAFF COSTS 2020 2019
GBP'000 GBP'000
Staff costs, including Directors' fees, during
the year were as follows:
Wages and salaries 251 274
Social security costs 33 28
Other pension costs 13 13
297 315
Further details of Directors' emoluments, totalling GBP264,192
(2019: GBP287,227), are shown in the Directors' Report. There
are no other key management personnel.
2020 2019
No. No.
The average number of employees, including
Non-Executive Directors, engaged wholly in
management and administration was: 5 6
The number of Directors for whom the Company
paid pension benefits
during the year was: 1 1
5. FINANCE COSTS (NET) 2020 2019
GBP'000 GBP'000
Interest payable and finance costs on
bank loans 430 399
Less: Bank interest receivable (2) (3)
428 396
6. TAXATION 2020 2019
GBP'000 GBP'000
(a) Analysis of the tax charge for the year:
UK Corporation tax at 19% (2019: 19%) 231 236
Under provision in previous year 10 7
Total current tax charge 241 243
Deferred tax - temporary differences (106) 75
Tax charge for the year 135 318
(b) Factors affecting the tax charge for
the year:
Net Income before taxation 258 2,247
Current Year:
Corporation tax thereon at 19% (2019 - 19%) 49 427
Expenses not deductible for tax purposes 13 9
Under provision in prior years 10 7
Deferred tax charge arising from tax rate
change to 19% (2019: 17%) 49 -
Deferred tax adjustments relating to disposals 14 (125)
Total tax charge for the year 135 318
7. DIVIDS 2020 2019
GBP'000 GBP'000
Final dividend paid in year of 12.0 p per
share
(2019: 11.0p per share) 325 298
Interim dividend paid in year of 7.5p per
share
(2019: 7.0p per share) 203 190
528 488
On 11 June 2020 the Board resolved to pay a second interim
dividend of 7.5p per share which will be recorded in the Financial
Statements for the year ending 25 March 2021.
8. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing Income
after Taxation attributable to Ordinary Shareholders of GBP123,000
(2019: GBP1,928,000) by the weighted average number of 2,711,617
(2019: 2,711,617) ordinary shares in issue during the period
excluding shares held as treasury. There are no instruments
in issue that would have the effect of diluting earnings per
share.
9. INVESTMENT PROPERTIES 2020 2019
GBP'000 GBP'000
Properties
Balance at beginning of financial period 33,695 30,070
Additions 2,014 4,924
Disposals (131) (670)
Revaluation (Diminution) / Surplus (1,318) 771
34,260 35,095
Assets held for Sale - (1,400)
Balance at end of financial period 34,260 33,695
Assets held for sale in 2019 represented a property on which
negotiations were progressing in 2019 which was sold in 2020.
The Company's freehold properties were valued as at 25 March
2020 by BNP Paribas Real Estate, Chartered Surveyors, acting
in the capacity of external valuers. The valuations were undertaken
in accordance with the requirements of IFRS 13 and the RICS
Valuation - Global Standards 2020.
The valuation of each property was on the basis of Fair Value.
The valuers reported that the total aggregate Fair Value of
the properties held by the Company was GBP34,260,000.
The valuer's opinions were primarily derived from comparable
recent market transactions on arms-length terms.
As a result of the Covid-19 pandemic, the revaluation contains
a "material valuation uncertainty" declaration in the following
terms:
"The outbreak of the Novel Coronavirus (COVID-19), declared
by the World Health Organisation as a "Global Pandemic" on
11(th) March 2020, has impacted global financial markets. Travel
restrictions have been implemented by many countries. Market
activity is being impacted in many sectors. As at the valuation
date, we consider that we can attach less weight to previous
market evidence for comparison purposes, to inform opinions
of value. Indeed, the current response to COVID-19 means that
we are faced with an unprecedented set of circumstances on
which to base a judgement. Our valuation(s) is/are therefore
reported on the basis of 'material valuation uncertainty' as
per VPS 3 and VPGA 10 of the RICS Valuation - Global Standards.
Consequently, less certainty - and a higher degree of caution
- should be attached to our valuation than would normally be
the case. Given the unknown future impact that COVID-19 might
have on the real estate market, we recommend that you keep
the valuation of the Properties under frequent review.
For the avoidance of doubt, the inclusion of the "material
valuation uncertainty" declaration above does not mean that
the valuation cannot be relied upon. Rather, the phrase is
used in order to be clear and transparent with all parties,
in a professional manner that - in the current extraordinary
circumstances - less certainty can be attached to the valuation
than would otherwise be the case."
The valuers also state that the material uncertainty declaration
is to serve as a precaution and does not invalidate the valuation.
In the financial year ending 31 December 2019, the total fees
earned by the valuer from Wynnstay Properties PLC and connected
parties were less than 5% of the valuer's company turnover.
The valuation complies with International Financial Reporting
Standards. The definition adopted by the International Accounting
Standards Board (IASB) in IFRS 13 is Fair Value, defined as:
'The price that would be received to sell an asset, or paid
to transfer a liability, in an orderly transaction between
market participants at the measurement date.'
These recurring fair value measurements for non-financial assets
use inputs that are not based on observable market data, and
therefore fall within level 3 of the fair value hierarchy.
The significant unobservable market data used is property equivalent
yields which range from 5.25% to 8.64%, with an average equivalent
yield of 6.97% (2019: 6.38%) and an average weighted equivalent
yield of 6.67% (2019: 6.5%) for the portfolio.
There have been no transfers between levels of the fair value
hierarchy. Movements in the fair value are recognised in profit
or loss.
A 0.5% decrease in the weighted equivalent yield would result
in a corresponding increase of GBP2.74 million in the fair
value movement through profit or loss. A 0.5% increase in the
same yield would result in a corresponding decrease of GBP2.47
million in the fair value movement through profit or loss.
The above calculations exclude the development land at Petersfield,
which has been assessed on the residual method.
10. OPERATING LEASES RECEIVABLE
2020 2019
The following are the future minimum GBP'000 GBP'000
lease
payments receivable under non-cancellable
operating leases which expire:
Not later than one year 2,081 2,080
Between 1 and 5 years 2,703 4,102
Over 5 years 409 181
5,193 6,362
Rental income under operating leases recognised through profit
or loss amounted to GBP2,271,000 (2019:
GBP2,216,000).
Typically, the properties were let for a term of between 5
and 10 years at a market rent with rent reviews every 5 years.
The above maturity analysis reflects future minimum lease payments
receivable to the next break clause in the operating lease.
The properties are generally leased on terms where the tenant
has the responsibility for repairs and running costs for each
individual unit with a service charge payable to cover common
services provided by the landlord on certain properties. The
Company manages the services provided for a management fee
and the service charges are not recognised as income in the
accounts of the Company as any receipts are netted off against
the associated expenditures with any residual balance being
shown as a liability.
If the tenant does not carry out its responsibility for repairs
and the Company receives a dilapidations payment, the resulting
cash is held as a provision against the cost of repairs, which
becomes the Company's responsibility. The provision for repairs
is shown in Note 14.
11. INVESTMENTS 2020 2019
GBP'000 GBP'000
Quoted investments 3 3
12. SUBSIDIARY COMPANY
The Company owns 80% of the issued share capital of a dormant
subsidiary, Scanreach Limited, which the Directors consider
immaterial to, and thus has not been consolidated into, the
financial statements. Scanreach Limited holds the legal title
to an access road to an investment property, the use of which
is shared between the Company, its tenants at the property
and neighbouring premises and has net assets of GBP4,437 (2019:
GBP4,437).
Scanreach Limited 80% owned Dormant Net Assets: GBP4,437 (2018:
GBP4,437)
13. ACCOUNTS RECEIVABLE 2020 2019
GBP'000 GBP'000
225 150
Trade receivables 20 7
Other receivables 245 157
Trade receivables include an adjustment for credit losses of
GBPnil (2019: nil). Trade receivables of GBPnil (2019: nil)
are considered past due, but not impaired.
14. ACCOUNTS PAYABLE 2020 2019
GBP'000 GBP'000
Trade payables 21 38
Other creditors 103 148
Provision for property repairs 344 249
Deferred income 572 582
Accruals 223 161
1,263 1,178
15. BANK LOANS PAYABLE 2020 2019
GBP'000 GBP'000
Non-current loan 12,500 12,500
12,500 12,500
In December 2016, a five-year facility comprising both a Fixed
Rate Facility of GBP10 million and a Revolving Credit Facility
of GBP3.5 million was entered into providing a total committed
credit facility of GBP13.5 million. Interest on loan amounts
drawn down of GBP10 million (2019: GBP10 million) for the Fixed
Rate Facility was charged at 3.35% per annum and on loan amounts
drawn down of GBP2.5 million (2019: GBP2.5 million) for the
Revolving Credit Facility was charged at 2.49% over three-month
LIBOR.
The loan is repayable in one instalment on 18 December 2021.
The bank loan includes the following financial covenants which
were complied with during the year:
-- Rental income shall not be less than 2.25 times the interest
costs
-- The bank loan shall at no time exceed 50% of the market
value of the properties secured.
The borrowing facility is secured by fixed charges over the
freehold land and buildings owned by the Company, which at
the year-end had a combined value of GBP34,260,000 (2019: GBP35,095,000).
The undrawn element of the borrowing facility available at
25 March 2020 was GBP1,000,000 (2019: GBP1,000,000).
16. DEFERRED TAX
A deferred tax liability of GBP314,000 has been recognised
in respect of the investment properties
(2019: GBP420,000).
2020 2019
GBP'000 GBP'000
Deferred Tax brought forward 420 345
(Credit)/charge for the year (106) 75
Deferred Tax carried forward 314 420
17. SHARE CAPITAL 2020 2019
GBP'000 GBP'000
Authorised
8,000,000 Ordinary Shares of 25p each: 2,000 2,000
Allotted, Called Up and Fully Paid
3,155,267 Ordinary shares of 25p each: 789 789
All shares rank equally in respect of
shareholder rights.
In March 2010, the company acquired 443,650 Ordinary shares
of Wynnstay Properties Plc from Channel Hotels and Properties
Ltd at a price of GBP3.50 per share. These shares, representing
in excess of 14% of the total shares in issue, are held in
Treasury. As a result, the total number of shares with voting
rights is 2,711,617.
18. FINANCIAL INSTRUMENTS
The objective of the Company's policies is to manage the Company's
financial risk, secure cost effective funding for the Company's
operations and minimise the adverse effects of fluctuations
in the financial markets on the value of the Company's financial
assets and liabilities, on reported profitability and on the
cash flows of the Company.
At 25 March 2020 the Company's financial instruments comprised
borrowings, cash and cash equivalents, short term receivables
and short-term payables. The main purpose of these financial
instruments was to raise finance for the Company's operations.
Throughout the period under review, the Company has not traded
in any other financial instruments. The Board reviews and agrees
policies for managing each of these risks and they are summarised
below:
Credit Risk
The risk of financial loss due to a counterparty's failure
to honour its obligations arises principally in connection
with property leases and the investment of surplus cash.
Tenant rent payments are monitored regularly, and appropriate
action is taken to recover monies owed or, if necessary, to
terminate the lease. The Company carefully vets prospective
new tenants from a credit risk perspective. Bad debts are mitigated
by close engagement with tenant businesses within a well-diversified
mix of some 80 tenants across the portfolio and close monitoring
of rental income receipts. In the light of the Covid-19 pandemic
the Company has regularly reviewed the portfolio, including
feedback from engagement with tenants, in order to assess the
risk of tenant failures.
The Company has no significant concentration of credit risk
associated with trading counterparties (considered to be over
5% of net assets) with exposure spread over a large number
of tenancies. In terms of concentration of individual tenant's
rents versus gross annual passing rents the Company has 3 tenants
whose rent, on an individual basis, is between 5% and 9% of
gross annual passing rents.
Funds are invested and loan transactions contracted only with
banks and financial institutions with a high credit rating.
Concentration of credit risk exists to the extent that at 25
March 2020 and 2019, current account and short-term deposits
were held with two financial institutions, Handelsbanken PLC
and C Hoare & Co. The combined exposure to credit risk on cash
and cash equivalents at 25 March 2020 was GBP1,289,000 (2019:
GBP959,000).
18. FINANCIAL INSTRUMENTS (Continued)
Currency Risk
As all of the Company's assets and liabilities are denominated
in Pounds Sterling, there is no exposure to currency risk.
Interest Rate Risk
The Company is exposed to interest rate risk that could affect
cash flow as it currently borrows at both floating and fixed
interest rates. The Company monitors and manages its interest
rate exposure on a periodic basis but does not take out financial
instruments to mitigate the risk. The Company finances its
operations through a combination of retained profits and bank
borrowings.
Liquidity Risk
The Company seeks to manage liquidity risk to ensure sufficient
funds are available to meet the requirements of the business
and to invest cash assets safely and profitably. The Board
regularly reviews available cash to ensure there are sufficient
resources for working capital requirements.
Interest Rate Sensitivity
Financial instruments affected by interest rate risk include
loan borrowings and cash deposits. The analysis below shows
the sensitivity of the statement of comprehensive income and
equity to a 0.5% change in interest rates:
0.5% decrease 0.5% increase
in interest rates in interest rates
2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000
Impact on interest payable
- gain/(loss) 13 13 (13) (13)
Impact on interest receivable
- (loss)/gain (6) (5) 6 5
Total impact on pre-tax profit
and equity 7 8 (7) (8)
The calculation of the net exposure to interest rate fluctuations
was based on the following as at 25 March:
2020 2019
GBP'000 GBP'000
Floating rate borrowings (bank loans) (2,500) (2,500)
Less: cash and cash equivalents 1,292 962
(1,208) (1,538)
Fair Value of Financial Instruments
Except as detailed in the following table, management consider
the carrying amounts of financial assets and financial liabilities
recognised at amortised cost approximate to their fair value.
2020 2020 2019 2019
Book Value Fair Value Book Value Fair Value
GBP'000 GBP'000 GBP'000 GBP'000
Interest bearing borrowings
(note 15) (12,500) (12,500) (12,500) (12,500)
Total (12,500) (12,500) (12,500) (12,500)
18. FINANCIAL INSTRUMENTS (Continued)
Categories of Financial Instruments
2020 2019
GBP'000 GBP'000
Financial assets:
Quoted investments measured at fair value 3 3
Loans and receivables measured at amortised
cost 244 157
Cash and cash equivalents measured at
amortised cost 1,289 959
Total financial assets 1,536 1,119
Non-financial assets 34,260 35,095
Total assets 35,796 36,214
Financial liabilities at amortised cost 14,318 14,331
Total liabilities 14,318 14,331
Shareholders' equity 21,478 21,883
Total shareholders' equity and liabilities 35,796 36,214
The only financial instruments measured subsequent to initial
recognition at fair value as at 25 March are quoted investments.
These are included in level 1 in the IFRS 13 fair value hierarchy
as they are based on quoted prices in active markets.
Capital Management
The primary objectives of the Company's capital management
are:
* to safeguard the Company's ability to continue as a
going concern, so that it can continue to provide
returns for shareholders: and
* to enable the Company to respond quickly to changes
in market conditions and to take advantage of
opportunities.
Capital comprises shareholders' equity plus net borrowings.
The Company monitors capital using loan to value and gearing
ratios. The former is calculated by reference to total debt
as a percentage of the year end valuation of the investment
property portfolio. Gearing ratio is the percentage of net
borrowings divided by shareholders' equity. Net borrowings
comprise total borrowings less cash and cash equivalents.
The Company's policy is that the net loan to value ratio
should not exceed 50% and the gearing ratio should not exceed
100%.
2020 2019
GBP'000 GBP'000
Net borrowings and overdraft 12,500 12,500
Cash and cash equivalents (1,289) (959)
Net borrowings 11,211 11,541
Shareholders' equity 21,478 21,883
Investment properties 34,260 35,095
Loan to value ratio 36.5% 35.6%
Net borrowings to value ratio 32.7% 32.9%
Gearing ratio 52.2% 52.7%
19. RELATED PARTY TRANSACTIONS
The Company had entered into an agreement with T.J.C.P. Consultants
Ltd, a company owned and controlled by T.J.C. Parker which
during the year was paid GBP27,416 (2019: GBP46,000). The
agreement was terminated by mutual agreement on 30 October
2019. There were no other related party transactions other
than with the Directors, which have been disclosed under
Directors' Emoluments in the Directors' Report.
20. SEGMENTAL REPORTING
Industrial Retail Office Total
2020 2019 2020 2019 2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Rental Income 1,703 1,671 168 127 400 418 2,271 2,216
Profit /(Loss)
on investment property
at fair value (863) 681 (200) 120 (255) (30) (1,318) 771
Total income and
gain 840 2,352 (32) 247 145 388 953 2,987
Property expenses (116) (81) - - - - (116) (81)
Segment profit/(loss) 724 2,271 (32) 247 145 388 837 2,906
------- ------- ------- ------- ------- ------- ------- -------
Unallocated corporate
expenses (572) (544)
Profit on sale
of
investment property 421 - - - - - 421 280
Operating income 686 2,642
Interest expense
(all relating to
property loans) (430) (399)
Interest income
and
other income 2 3
------- -------
Income before taxation 258 2,246
------- -------
20. SEGMENTAL REPORTING (continued)
Other information Industrial Retail Office Total
2020 2019 2020 2019 2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Segment assets 26,480 24,670 2,490 4,880 5,290 5,545 34,260 35,095
Segment assets held
as security 26,170 24,670 2,060 4,880 5,290 5,545 33,520 35,095
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
IFRS
Years Ended 25 March: 2020 2019 2018 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
STATEMENT OF COMPREHENSIVE INCOME
Property Income 2,271 2,216 2,182 2,028 1,778
Profit before movement
in fair value of investment
properties and taxation 1,155 1,196 1,150 999 878
Income before Taxation 258 2,247 2,991 3,198 1,951
Income after Taxation 123 1,928 2,632 2,797 1,796
STATEMENT OF FINANCIAL POSITION
Investment Properties 34,260 35,095 30,070 29,515 25,230
Equity Shareholders'
Funds 21,478 21,883 20,443 18,265 15,839
PER SHARE
Basic earnings 4.5p 71.1p 97.1p 103.1p 66.2p
Dividends Paid and Proposed 15.0p 19.0p 17.5p 15.75p 13.2p
Net Asset Value 792p 807p 754p 674p 584p
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR WPUUPMUPUGMU
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