LEI: 213800BMY95CP6CYXK69
21 June 2024
ALPHA REAL TRUST LIMITED ("ART" OR THE "COMPANY" OR "THE
GROUP")
ART ANNOUNCES ITS ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH
2024
· NAV
per ordinary share 207.3p as at 31 March 2024 (31 March 2023:
216.8p).
· Basic losses for the year ended 31 March 2024 of (1.6)p per
ordinary share (31 March 2023: earnings of 1.1p per ordinary
share).
· Adjusted earnings for the year ended 31 March 2024 of 10.3p
per ordinary share (31 March 2023: 7.7p per ordinary
share)*.
· Declaration of a quarterly dividend of 1.0p per ordinary
share expected to be paid on 26 July 2024.
· Robust financial position: ART remains on a robust financial
footing and is well positioned to take advantage of new investment
opportunities.
· Investment targets: the Company is currently focussed on
selectively increasing its loan portfolio and opportunistically
extending its wider investment strategy to target investments
offering inflation protection via index linked income adjustments
and investments that have potential for capital gains.
· H2O
Madrid: sale of the shopping centre investment completed post year
end.
· Diversified portfolio of secured senior and secured mezzanine
loan investments: as at 31 March 2024, the size of ART's drawn
secured loan portfolio was £46.4 million, representing 39.1% of the
investment portfolio.
· The
senior portfolio has an average Loan to Value ('LTV')** of 62.5%
based on loan commitments (with mezzanine loans having an LTV range
of between 49.8% and 68.0% whilst the highest approved senior loan
LTV is 64.1%).
· Loan
commitments: including existing loans at the balance sheet date and
loans committed post period end, ART's current total committed but
undrawn loan commitments amount to £1.0 million.
· Cash
management: during the year the Company invested £19.5 million in
short term UK Treasury Bonds (Gilts) and £10.0 million in the
Morgan Stanley Sterling Liquidity Fund to enhance returns on its
liquid holdings. Post year end, ART invested a further £16.5
million in Gilts and short term UK Treasury Bills.
* The basis of the adjusted earnings per share
is provided in note 9
** See below for more details
William Simpson, Chairman of Alpha Real Trust,
commented:
"ART's investment portfolio benefits from
diversification across geographies, sectors, and asset types. As
inflationary pressures increasingly dominate the economic backdrop
in which the Company operates, ART remains on a robust financial
footing and is well placed to capitalise on new investment
opportunities.
ART remains
committed to growing its diversified investment portfolio. In
recent years the Company focused on reducing exposure to direct
development risk and recycling capital into cashflow driven
investments. The Company is currently focussed on its loan
portfolio and also on its wider investment strategy which targets
investments offering inflation protection via index linked income
adjustments and investments that have potential for capital
gains."
The Investment Manager of Alpha Real
Trust is Alpha Real Capital LLP.
For further information please
contact:
Alpha Real Trust Limited
William Simpson, Chairman, Alpha
Real Trust +44 (0) 1481 742 742
Gordon Smith, Joint Fund Manager,
Alpha Real Trust +44 (0) 207 391 4700
Brad Bauman, Joint Fund Manager,
Alpha Real Trust +44 (0) 207 391 4700
Panmure Gordon, Broker to the Company
Atholl Tweedie +44 (0) 20 7886
2500
Notes to editors:
About Alpha Real Trust
Alpha Real Trust Limited targets
investment, development, financing and other opportunities in real
estate, real estate operating companies and securities, real estate
services, infrastructure, infrastructure services, other
asset-backed businesses and related operations and services
businesses that offer attractive risk-adjusted total
returns.
Further information on the Company
can be found on the Company's website: www.alpharealtrustlimited.com.
About Alpha Real Capital LLP
Alpha Real Capital is a
value-adding international property fund management group. Alpha
Real Capital is the Investment Manager to ART. Brad Bauman and
Gordon Smith of Alpha Real Capital are joint Fund Managers to ART.
Both have experience in the real estate and finance industries
throughout the UK, Europe and Asia.
For more information on Alpha Real
Capital please visit www.alpharealcapital.com.
Company's summary and objective
Strategy
ART targets investment, development, financing
and other opportunities in real estate, real estate operating
companies and securities, real estate services, infrastructure,
infrastructure services, other asset-backed businesses and related
operations and services businesses that offer attractive
risk-adjusted total returns.
ART currently selectively focusses on
asset-backed lending, debt investments and high return property
investments in Western Europe that are capable of delivering strong
risk adjusted returns.
The portfolio mix at 31 March 2024, excluding
sundry assets/liabilities, was as follows:
|
31 March
2024
|
31 March
2023
|
|
High return debt:
|
39.2%
|
44.5%
|
|
High return equity in property
investments:
|
26.1%
|
26.5%
|
|
Other investments:
|
20.6%
|
15.2%
|
|
Cash:
|
14.1%
|
13.8%
|
|
The Company is currently focussed on
selectively increasing its loan portfolio and opportunistically
extending its wider investment strategy to target high return
property investments offering inflation protection via index linked
income adjustments and investments that have potential for capital
gains.
Dividends
The current intention of the Directors is to
pay a dividend and offer a scrip dividend alternative quarterly to
all shareholders.
Listing
The Company's shares are traded on the
Specialist Fund Segment ("SFS") of the London Stock Exchange
("LSE"), ticker ARTL: LSE.
Management
The Company's Investment Manager is Alpha Real
Capital LLP ("ARC"), whose team of investment and asset management
professionals focus on the potential to enhance earnings in
addition to adding value to the underlying assets, and also focus
on the risk profile of each investment within the capital structure
to best deliver attractive risk adjusted returns.
Control of the Company rests with the
non-executive Guernsey based Board of Directors.
Financial highlights
|
12 months ended
31 March
2024
|
6 months ended
30 September
2023
|
12 months ended
31 March
2023
|
Net asset value (£'000)
|
123,106
|
125,354
|
125,067
|
Net asset value per ordinary
share
|
207.3p
|
214.3p
|
216.8p
|
Losses/(earnings) per ordinary
share (basic and diluted)
|
(1.6)p
|
1.5p
|
1.1p
|
Earnings per ordinary share (basic
and diluted) (adjusted)*
|
10.3p
|
4.6p
|
7.7p
|
Dividend per ordinary share (paid
during the period)
|
4.0p
|
2.0p
|
4.0p
|
* The adjusted earnings per share
includes adjustments for the effect of the fair value revaluation
of investment property and indirect property investments, capital
element on Investment Manager's fees, the fair value movements on
financial assets and deferred tax provisions: full analysis is
provided in note 9 to the accounts.
Chairman's statement
I am pleased to
present the Company's annual report and accounts for the year ended
31 March 2024.
ART's investment portfolio benefits from
diversification across geographies, sectors and asset types and the
Company remains on a robust financial footing and is well placed to
capitalise on new investment opportunities.
The impact from higher interest rates, and
speculation regarding the timing of a reduction, continues to
dominate the economic backdrop in which the Company operates and
clouds the outlook for the real estate market. The uncertain market
offers potential opportunities in the medium term for ART to grow
its diversified investment portfolio. The Company is currently
focussed on risk managing and selectively growing its loan
portfolio and opportunistically extending its wider investment
strategy to target mezzanine opportunities as companies seek to
refinance and recapitalise. The Company is also seeking to invest
further in assets offering inflation protection via index linked
income adjustments and investments that have potential for capital
appreciation.
ART continues to take a cautious approach to
new investment, including new lending, as we observe ongoing
pressures in the economy. Recently the Company has again focused on
recycling capital into more conservative asset backed lending while
reducing exposure to development risk. In this time of heightened
uncertainty, the Company is benefiting from that strategy and it
has placed the Company on a robust financial footing.
ART continues to adhere to its disciplined
strategy and investment underwriting principles which seek to
manage risk through a combination of operational controls,
diversification and an analysis of the underlying asset
security.
Long leased assets
The Company's portfolio of long
leased properties, comprising three hotels leased to Travelodge in
the UK and an industrial facility in Hamburg, Germany, leased to a
leading industrial group are well positioned in the current
inflationary environment. The leased assets have inflation linked
rent adjustments which offer the potential to benefit from a long
term, predictable, inflation linked income stream and the potential
for associated capital growth.
Diversified secured lending
investment
The Company invests in a diversified portfolio
of secured senior and mezzanine loan investments. The loans are
typically secured on predominately residential real estate
investment and development assets with attractive risk adjusted
income returns. As at 31 March 2024, ART had committed £53.4
million across thirteen loans, of which £46.4 million (excluding a
£6.0 million provision for Expected Credit Loss discussed below)
was drawn.
The Company's debt portfolio
comprises predominately floating rate loans. Borrowing rates are
typically set at a margin over Bank of England ('BoE') Base Rate
and benefit from rising interest rates as outstanding loans deliver
increasing returns as loan rates track increases in the BoE Base
Rate.
During the year, two new loans
were drawn for £7.8 million, eight loans totalling £30.8 million
(including accrued interest and exit fees) were fully repaid and a
further £2.7 million (including accrued interest) was received as
part repayments. Post year end, no new loans were drawn but
additional drawdowns of £0.9 million were made on existing loans
and part loan repayments were received amounting to £0.7 million
(including accrued interest).
As at 31 March 2024, 51.7% of the Company's
loan investments were senior loans and 48.3% were mezzanine loans.
The senior portfolio has an average LTV of 62.5% based on loan
commitments (with mezzanine loans having an LTV range of between
49.8% and 68.0% whilst the highest approved senior loan LTV is
64.1%). Portfolio loans are underwritten against value for
investment loans or gross development value for development loans
as relevant and collectively referred to as LTV in this
report.
The largest individual loan in the portfolio as
at 31 March 2024 is a senior loan of £12.3 million which represents
23.0% of committed loan capital and 10.0% of the Company's
NAV.
Four loans in the portfolio have entered
receivership: ART is closely working with stakeholders to maximise
capital recovery. The Company has considered the security on these
loans (which are a combination of a first charge and a second
charge over the respective assets and personal guarantees)
and have impaired one loan, which is accounted
for at fair value, by £0.3 million; the Group also
calculated an Expected Credit Loss ('ECL') on the other three loans
of approximately £4.1 million; the Group have also provided for an
ECL on the remainder of the loans' portfolio for an additional £1.6
million: in total, the Group have provided for an ECL of £5.7
million (31 March 2023: £3.7 million) in its consolidated
accounts.
Aside from the isolated cases of receivership,
illustrated above, the Company's loan portfolio has proved to be
resilient despite the recent extended period of heightened
uncertainty and risk. In terms of debt servicing, allowing for some
temporary agreed extensions, interest and debt repayments have been
received in accordance with the loan agreements. Where it is
considered appropriate, on a case-by-case basis, underlying loan
terms may be extended or varied with a view to maximising ART's
risk adjusted returns and collateral security position. The
Company's loan portfolio and new loan targets continue to be
closely reviewed to consider the potential impact on construction
timelines, building cost inflation and sales periods.
The underlying assets in the loan
portfolio as at 31 March 2024 had diversification throughout the UK
and channel islands with the majority of assets held located in
London, accounting for 34.0% of the total loan investment
portfolio.
H2O, Madrid
ART held a 30% stake in a joint venture, CBRE
H2O Rivas Holding NV ('CBRE H2O') with CBRE Investment Management
that owned the shopping centre.
Post year end, on 03 April 2024, ART completed
on the sale of its investment in the H2O shopping centre in
Madrid.
CBRE H2O disposed of its Spanish subsidiaries
for €48.4 million (£41.4 million): the price was based on the 31
December 2023 accounts of the Spanish subsidiaries and will be
adjusted for the 3 April 2024 accounts (the adjustment is estimated
to be immaterial for CBRE H2O). In April 2024, ART received €14.7
million as dividend and capital return from CBRE H2O.
Under Alpha Real Trust's ownership the shopping
centre had benefited from a near 50% increase in annual visitor
numbers. The centre's permitted leasable area was also extended,
which enabled a new standalone retail park unit and two drive thru
restaurant units to be created. In addition it has facilitated the
creation of a new 3,000 square metre unit which was pre-leased to
Primark. Further anchor tenants, including a number of Inditex
group brands, have recently extended and upgraded their stores.
Operational and physical improvements to the property have resulted
in a BREEAM certification being awarded.
Other investments
Investment in listed and authorised
funds
The Company invested a total of
£6.0 million (value as at 31 March 2024: £4.2 million) across three
investments that offered potential to generate attractive risk
adjusted returns. The prevailing higher interest rate environment
continues to have an impact on the capital value of these
investments. The investment yield offers a potentially accretive
return to holding cash while the Company deploys capital in
opportunities in line with its investment strategy. These funds
invest in ungeared long-dated leased real estate, debt and
infrastructure.
Cash management
The Company adopts an active
approach to enhance returns on its cash
balances.
As at 31 March 2024, the Company
had invested a total of £19.5 million in three short dated UK
Treasury Bonds (Gilts) (annualised yield to maturity ranging from
4.7% to 4.9% with maturities in September 2024, March 2025 and
October 2025). These government backed short term investments offer
the Company enhanced returns over cash balances.
Post year end, the Company invested
£6.5 million in a short dated UK Treasury Bill with an annualised
yield to maturity of 5.2% with maturity in October 2024 and £10.0
million in Gilts with maturity 30 January 2026 and an annualised
yield to maturity of 4.3%.
During the year, the Company also
invested £10.0 million in the Morgan Stanley GBP Liquidity Fund,
which invests in high quality short-term money market instruments
denominated in sterling, offers same day liquidity and earns an
annualised return, net of Morgan Stanley's fees, of
5.2%.
Results and dividends
Results
Basic losses for the year ended 31
March 2024 are £0.7 million ((1.1) pence per ordinary share, see
note 9 of the financial statements).
Adjusted earnings, which the Board
believes is a more appropriate assessment of the operational income
accruing to the Group's activities, for the year ended 31 March
2024 are £6.0 million (10.3 pence per ordinary share, see note 9 of
the financial statements). This compares with adjusted earnings of
£4.5 million (7.7 pence per ordinary share) in the same period last
year. Earnings have improved predominantly due to a stronger
performance from the Company's loan portfolio and revenue from
Gilts and UK Treasury Bills investments.
The net asset value per ordinary
share at 31 March 2024 is 207.3 pence per share (31 March 2023:
216.8 pence per ordinary share) (see note 10 of the financial
statements). The decrease in value over the period mainly reflects
the reduction in fair value of investment properties and of the H2O
joint venture investment, which was sold after the year end, on 3
April 2024.
Dividends
The Board announces a dividend of 1.0 pence per
ordinary share which is expected to be paid on 26 July 2024
(ex-dividend date 4 July 2024 and record date 5 July
2024).
The dividends paid and declared in respect of
the year ended 31 March 2024 totalled 4.0 pence per ordinary share
representing an annual dividend yield of 3.1% p.a. by reference to
the average closing share price over the year ended 31 March
2024.
During the period, dividends of £205,762 were
paid in cash and £2,126,498 settled by scrip issue of
shares.
Scrip dividend
alternative
Shareholders of the Company have
the option to receive shares in the Company in lieu of a cash
dividend, at the absolute discretion of the Directors, from time to
time.
The number of ordinary shares that
an Ordinary Shareholder will receive under the Scrip Dividend
Alternative will be calculated using the average of the closing
middle market quotations of an ordinary share for five consecutive
dealing days after the day on which the ordinary shares are first
quoted "ex" the relevant dividend.
The Board has elected to offer the
scrip dividend alternative to Shareholders for the dividend for the
quarter ended 31 March 2024. Shareholders who returned the Scrip
Mandate Form and elected to receive the scrip dividend alternative
will receive shares in lieu of the next dividend. Shareholders who
have not previously elected to receive scrip may complete a Scrip
Mandate Form (this can be obtained from the registrar: contact
Computershare (details below)), which must be returned by 11 July
2024 to benefit from the scrip dividend alternative for the next
dividend.
Financing
As at 31 March 2024 the Group has one direct
bank loan of €9.5 million (£8.1 million), with no financial
covenant tests, to a subsidiary used to finance the acquisition of
the Hamburg property. The loan is secured over the Hamburg property
and has no recourse to the other assets of the Group.
Further details of individual asset financing
can be found under the individual investment review sections later
in this report.
Share buybacks
Following the Annual General Meeting held on 7
September 2023 the Company has the authority to buy back 14.99% of
its share capital (assessed on 29 June 2023) for a total of
8,709,579 shares. No shares have been yet bought back under this
authority.
During the period and post period end, the
Company did not purchase any shares in the market.
As at the date of this announcement, the
ordinary share capital of the Company is 67,536,128 (including
7,717,581 ordinary shares held in treasury) and the total voting
rights in the Company is 59,818,547.
Foreign currency
The Company monitors foreign exchange exposures
and considers hedging where appropriate. Foreign currency balances
have been translated at the period end rates of £1: €1.170 as
appropriate.
Going concern
The Company has adopted a prudent short-term
strategy to move to cash conservation and a cautious approach to
commitments to new investments over this uncertain time. Alert to
the impact of potentially reducing income returns, this approach
has supported a robust balance sheet position. The Company
continues to adopt this cautious approach to new investment and is
conserving cash because of the uncertainty that has characterised
the past few months; this ensures the Company retains a robust
financial footing, making it well positioned to take advantage of
new investment opportunities.
As noted above, the Company held approximately
(as at 31 March 2024) 14.1% of its assets (excluding sundry net
assets) in cash (including the investment in the
Morgan Stanley GBP Liquidity Fund)
and 16.5% in highly liquid UK Treasury Bonds with limited current
contractual capital commitments. While there is external financing
in the Group's investment interests, this is limited and
non-recourse to the Company; the borrowings in these special
purpose vehicles are compliant with their banking covenants. See
the investment review section for more details on relevant
investments.
Bearing in mind the nature of the Group's
business and assets, after making enquiries, with the support of
revenue forecasts for the next twelve months and considering the
above, the Directors consider that the Group has adequate resources
to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
ART has no arrangements with any person
currently on (or potentially on) any sanctions list. The Board
continues to monitor the global political and economic situation
regularly assessing impacts arising from inflation and interest
rate changes for a potential material impact on ART's
portfolio.
Strategy and outlook
ART's investment portfolio benefits from
diversification across geographies, sectors, and asset types. As
inflationary pressures increasingly dominate the economic backdrop
in which the Company operates, ART remains on a robust financial
footing and is well placed to capitalise on new investment
opportunities.
ART remains committed to growing its
diversified investment portfolio. In recent years the Company
focused on reducing exposure to direct development risk and
recycling capital into cashflow driven investments. The Company is
currently focussed on its loan portfolio and also on its wider
investment strategy which targets investments offering inflation
protection via index linked income adjustments and investments that
have potential for capital gains.
William Simpson
Chairman
20 June 2024
Investment review
Portfolio overview as at 31
March 2024
Investment
name
|
|
|
|
Investment type
|
Carrying value
|
Income return p.a. *
|
Investment location
|
Property type / underlying security
|
Investment notes
|
%
of portfolio1
|
Notes **
|
|
High return debt
(39.2%)
|
|
|
|
|
|
|
Secured senior finance
|
|
|
|
|
|
|
|
|
Senior secured loans (excluding
committed but undrawn facilities of £1.0 million)
|
£24.0m 2
|
10.3% 3
|
UK
|
Diversified loan portfolio
focussed on real estate investments and developments
|
Senior secured debt
|
20.2%
|
13
|
|
Secured mezzanine
finance
|
|
|
|
|
|
Second charge mezzanine
loans
|
£22.4m 2
|
17.3% 3
|
UK
|
Diversified loan portfolio
focussed on real estate investments and developments
|
Secured mezzanine debt and
subordinated debt
|
19.0%
|
13
|
|
High return equity in
property investments (26.1%)
|
|
|
|
|
|
|
H2O shopping centre
|
|
|
|
|
|
|
Indirect property
|
£12.6m
(€14.8m)
|
4.1% 4
|
Spain
|
Dominant Madrid shopping centre
and separate development site
|
Sold post year end
|
10.7%
|
12
|
|
Long leased industrial facility,
Hamburg
|
|
|
|
|
Direct property
|
£7.3m
5
(€8.6m)
|
8.9%
4
|
Germany
|
Long leased industrial complex in
major European industrial and logistics hub with RPI linked
rent
|
Medium term moderately geared bank
finance facility
|
6.2%
|
10
|
|
Long leased hotel,
Wadebridge
|
|
|
|
Direct property
|
£3.3m
|
5.3%
6
|
UK
|
Long leased hotel to Travelodge, a
large UK hotel group with CPI linked rent
|
No external gearing
|
2.8%
|
10
|
|
Long leased hotel,
Lowestoft
|
|
|
|
|
|
|
|
Direct property
|
£2.7m
|
5.2%
6
|
UK
|
Long leased hotel to Travelodge, a
large UK hotel group with RPI linked rent
|
No external gearing
|
2.3%
|
10
|
|
Long leased hotel,
Yardley
|
|
|
Direct property
|
£4.8m
|
7.7%
6
|
UK
|
Long leased hotel to Travelodge, a
large UK hotel group with RPI linked rent
|
No external gearing
|
4.1%
|
10
|
|
Other investments
(20.6%)
|
|
|
|
|
|
|
Listed and authorised fund
investments
|
£4.2m
|
8.9%
4
|
UK
& Channel Islands
|
Commercial real estate,
infrastructure and debt funds
|
Short to medium term investment in
listed and authorised funds
|
3.6%
|
11
|
|
Affordable housing
|
|
|
|
|
|
|
|
|
Residential Investment
|
£0.6m
|
n/a
|
UK
|
High-yield residential UK
portfolio
|
100% shareholding; no external
gearing
|
0.5%
|
10
|
|
UK Treasury Bonds
|
£19.5m
|
4.7%-4.9% 7
2.8%-5.0% 8
|
UK
|
UK government bonds
|
-
|
16.5%
|
11
|
|
Cash and short-term
investments (14.1%)
|
|
|
|
|
Cash 9
|
£6.8m
|
2.6%
10
|
UK
|
'On call' and current
accounts
|
-
|
5.7%
|
-
|
|
Sterling Liquidity Fund
|
£10.0m
|
5.2%
11
|
UK
|
Money market fund, daily
liquidity
|
-
|
8.4%
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Return from underlying
investments excluding Fund fees
** See notes to the financial
statements
1 Percentage share shown based on NAV excluding the company's
sundry assets/liabilities
2 Including accrued interest/coupon at the balance sheet
date
3 The income returns for high return debt are the annualised
actual finance income return over the period shown as a percentage
of the average committed
capital over the
period
4 Yield on equity over 12 months to 31 March 2024
5 Property value including sundry assets/liabilities, net of
associated debt
6 Annualised monthly return
7 Range of annualised yields to maturity
8 Range of fixed annual coupons
9 Group cash of £7.2m excluding cash held with the Hamburg
holding company of £0.4m
10 Weighted average interest earned on call accounts
11 Annualised daily return
High return debt
Overview
ART has a portfolio of secured loan investments
which contribute a diversified return to the Company's earnings
position. The portfolio comprises high return senior (first charge)
loans and mezzanine (second charge) loans secured on real estate
investment assets and developments. ART loan underwriting is
supported by the Investment Manager's asset-backed lending
experience, developer and investor relationships and knowledge of
the underlying assets and sectors, in addition to the Group's
partnerships with specialist debt providers.
Secured Finance
Investment
|
Investment type
|
Carrying value
|
Income return p.a.
|
Property type / underlying security
|
Investment notes
|
Secured senior finance
|
First charge secured
loans
|
£24.0m *
|
10.3%**
|
Diversified loan portfolio
focussed on real estate investments and developments
|
Secured debt
|
Secured mezzanine
finance
|
Second charge secured
loans
|
£22.4m *
|
17.3%**
|
Diversified loan portfolio
focussed on real estate investments and developments
|
Second charge secured debt and
secured subordinated debt
|
*
Including accrued interest/coupon at the balance sheet
date
** The income
returns for high return debt are the annualised actual finance
income return over the period shown as a percentage of the average
committed capital over the period
ART's portfolio of secured senior
and mezzanine loan investments have increased in scale and
diversity over the past year. These loans are typically secured on
real estate investment and development assets with attractive
risk-adjusted income returns from either current or capitalised
interest or coupons.
As at 31 March 2024, ART had
invested a total amount of £46.4 million across thirteen loans.
Over the past twelve months the loan portfolio has decreased by
16.2%.
During the year, two new loans
were drawn for £7.8 million, eight loans totalling £30.8 million
(including accrued interest and exit fees) were fully repaid and a
further £2.7 million (including accrued interest) was received as
part repayments. Post year end, no new loans were drawn but
additional drawdowns of £0.9 million were made on existing loans
and part loan repayments were received amounting to £0.7 million
(including accrued interest).
Each loan will typically have a
term of up to two years (one loan has a term of four years), a
maximum 75% loan to gross development value ratio and be targeted
to generate attractive risk-adjusted income returns. As at 31 March
2024, the portfolio had an average LTV of 62.5% (with average
approved LTV between 49.8% and 68.0% for mezzanine facilities while
the highest approved LTV for senior loans is 64.1%).
Four loans in the portfolio have entered
receivership: ART is closely working with stakeholders to maximise
capital recovery. The Company has considered the security on these
loans (which are a combination of a first charge and a second
charge over the respective assets and personal guarantees)
and have impaired one loan, which is accounted
for at fair value, by £0.3 million; the Group also
calculated an ECL on the other three loans of approximately £4.1
million; the Group have also provided for an ECL on the remainder
of the loans' portfolio for an additional £1.6 million: in total,
the Group have provided for an ECL of £5.7 million (31 March 2023:
£3.7 million) in its consolidated accounts.
Current loan investment examples:
Location
|
Total commitment
|
Loan type
|
Loan term (months)
|
Current LTV
|
Underlying security
|
St. Lawrence, Jersey
|
£11,731,000
|
Senior Development Loan
|
24
|
64.15%
|
Development of eleven new build
apartments
|
Throughout the UK
|
£12,000,000
|
Senior Investment Loan
|
36
|
60.32%
|
Refinance of a portfolio of six care
homes
|
Central London
|
£8,737,000
|
Mezzanine Investment Loan
|
60
|
49.77%
|
Refinance of Hotel
|
High return equity in property investments
Overview
ART continues to remain focused on investments
that offer the potential to deliver attractive risk-adjusted
returns by way of value enhancement through active asset
management, improvement of income, selective deployment of capital
expenditure and the ability to undertake strategic sales when the
achievable price is accretive to returns.
H2O Shopping Centre, Madrid
Investment
|
Investment type
|
Carrying value
|
Income return p.a.
|
Property type / underlying security
|
Investment notes
|
H2O
|
Indirect property
|
£12.6m
(€14.8m)
|
4.1%*
|
High-yield, dominant Madrid
shopping centre and separate development site
|
Sold post year end
|
* Yield
on equity over twelve months to 31 March 2024, excluding Fund
fees
ART held a 30% stake in a joint venture with
CBRE Investment Management that owns the shopping
centre.
Post year end, on 03 April 2024, ART completed
on the sale of its investment in the H2O shopping centre in
Madrid.
CBRE H2O disposed of its Spanish subsidiaries
for €48.4 million (£41.4 million): the price was based on the 31
December 2023 accounts of the Spanish subsidiaries and will be
adjusted for the 3 April 2024 accounts (the adjustment is estimated
to be immaterial for CBRE H2O). In April 2024, ART received €14.7
million as dividend and capital return from CBRE H2O.
Under Alpha Real Trust's ownership the shopping
centre has benefited from a near 50% increase in annual visitor
numbers. Alpha Real Capital, the Company's Investment Manager has
actively managed the asset and through the addition of top tier
brands and targeted capital expenditure has successfully
repositioned the centre. The shopping centre's leasable area has
been extended, partly enabled by the transfer of building rights
from a nearby separate vacant site, strategically acquired for that
purpose. This has permitted a new retail box and two drive thru
restaurant units to be created on the shopping centre's surface car
park. More recently it has facilitated a major reconfiguration and
upgrade of a mall area to create a new 3,000 square metre anchor
tenant unit pre-leased to Primark. Further anchor tenants,
including a number of Inditex group's brands, have recently
extended and upgraded their stores. Upgrades to the property
have resulted in a BREEAM certification being awarded and the
centre receiving a two notch uplift in its energy rating, resulting
in a Green Loan certificate being granted from the lending
bank.
Long leased industrial facility, Hamburg
Investment
|
Investment type
|
Carrying value
|
Income return p.a.
|
Property type /
underlying security
|
Investment notes
|
Industrial facility,
Werner-Siemens-Straße Hamburg, Germany
|
Direct property
|
£7.3m*
(€8.6m)
|
8.9%**
|
High return industrial facility in
Hamburg Germany
|
Long leased investment with
moderately geared, medium term, bank finance facility
|
*
Property value including sundry assets/liabilities and cash, net of
associated debt
** Yield on
equity over twelve months to 31 March 2024, excluding Fund
fees
ART has an investment of €8.6 million (£7.3
million) in an industrial facility leased to a leading
international group.
The property is held freehold and occupies a
site of 11.8 acres in Billbrook, a well-established and
well-connected industrial area located approximately 8 kilometres
south-east of Hamburg centre. Hamburg is one of the main industrial
and logistics markets in Germany.
The property is leased to Veolia
Umweltservice Nord GmbH, part of the Veolia group, an international
industrial specialist in water, waste and energy management, with a
19-year unexpired lease term. Under the operating lease, the tenant
is responsible for building maintenance and the rent has periodic
inflation linked adjustments.
The Hamburg asset is funded by way of a €9.5
million (£8.1 million) non-recourse, fixed rate, bank debt facility
which matures on 31 July 2028. The facility carries no financial
covenant tests.
This investment offers the potential to benefit
from a long term secure and predictable inflation-linked income
stream which is forecast to generate stable high single digit
income returns. In addition, the investment offers the potential
for associated capital growth from an industrial location in a
major German logistics and infrastructure hub.
Long leased hotel, Wadebridge, Cornwall
Investment
|
Investment type
|
Carrying value
|
Income return p.a.
|
Property type /
underlying security
|
Investment notes
|
Hotel, Wadebridge Cornwall,
UK
|
Direct property
|
£3.3m
|
5.3%*
|
Long leased hotel to Travelodge, a
large UK hotel group with RPI linked rent
|
No external gearing
|
*
Annualised monthly return, excluding Fund fees
ART has an investment of £3.3 million (property
valuation as at 31 March 2024) in a 55-bedroom property, which is
held freehold and is situated on the outskirts of Wadebridge in the
county of Cornwall. The hotel is in a well-connected location in
close proximity to the A39.
The property is leased to Travelodge Hotels
Limited on a 20 year unexpired lease term. Under the lease, the
tenant is responsible for building maintenance.
The passing rent of £0.3 million p.a. has
inflation linked adjustments.
Long leased hotel, Lowestoft
Investment
|
Investment type
|
Carrying value
|
Income return p.a.
|
Property type /
underlying security
|
Investment notes
|
Hotel, Lowestoft, UK
|
Direct property
|
£2.7m
|
5.2%*
|
Long leased hotel to Travelodge, a
large UK hotel group with RPI linked rent
|
No external gearing
|
*
Annualised monthly return, excluding Fund fees
ART has an investment of £2.7 million (property
valuation as at 31 March 2024) in a 47-bedroom property, which is
held freehold and occupies a site of 1.08 acres in Lowestoft, a
well established and well connected area located in close proximity
to the A47 which runs to Norwich.
The property is leased to Travelodge Hotels
Limited on an 18 year unexpired lease term. Under the lease, the
tenant is responsible for building maintenance.
The passing rent of £0.2 million p.a. has
inflation linked adjustments.
Long leased hotel, Yardley, Birmingham
Investment
|
Investment type
|
Carrying value
|
Income return p.a.
|
Property type /
underlying security
|
Investment notes
|
Hotel, Yardley, UK
|
Direct property
|
£4.8m
|
7.7%*
|
Long leased hotel to Travelodge, a
large UK hotel group with RPI linked rent
|
No external gearing
|
*
Annualised monthly return, excluding Fund fees
ART has an investment of £4.8 million (property
valuation as at 31 March 2024) in a 64-bedroom property, which is
held freehold and occupies a site of 1.42 acres and has 116 car
parking spaces in Yardley. The hotel is situated to the east of
Birmingham City Centre off the A45. The hotel is in a
well-connected location equidistant between Birmingham City Centre
to the west and Birmingham Airport to the east. The property was
purchased in August 2023 and subsequently independently valued as
at 31 March 2024.
The property is leased to Travelodge Hotels
Limited until November 2060 with a tenant only break option in
2035. Under the lease, the tenant is responsible for building
maintenance.
The passing rent of £0.4 million
p.a. has inflation linked adjustments.
Other Investments
Listed and authorised fund investments
Investment
|
Investment type
|
Carrying value
|
Income return p.a. *
|
Property type / underlying security
|
Investment notes
|
Sequoia Economic Infrastructure
Income Fund Limited
|
Listed equity
|
£2.3m
|
6.1%
|
Listed investment fund
|
FTSE 250 infrastructure debt
fund
|
GCP Infrastructure Investments
Limited
|
Listed equity
|
£0.9m
|
6.7%
|
Listed investment fund
|
FTSE 250 infrastructure
fund
|
GCP Asset Backed Income Fund
Limited
|
Listed equity
|
£1.0m
|
6.1%
|
Listed investment fund
|
Diversified asset back debt
fund
|
Total
|
|
£4.2m
|
6.2%
|
|
|
*Yield on equity based on 12
months to 31 March 2024
The Company invested a total of £6.0 million
(value as at 31 March 2024: £4.2 million) across three investments
that offered potential to generate attractive risk adjusted
returns. Current market volatility and rise in interest rates has
impacted the capital value of these investments. The investment
yield offers a potentially accretive return to holding cash while
the Company deploys capital in opportunities in line with its
investment strategy. These funds invest in ungeared long-dated
leased real estate, debt and infrastructure.
Affordable Housing
The Company's wholly owned investment,
RealHousingCo Limited ("RHC") has obtained successful registration
with the Regulator of Social Housing as a For Profit Registered
Provider of affordable homes. This status provides RHC with a
platform to undertake future investment in the affordable housing
sector which offers scope to generate long term, inflation-linked
returns while addressing the chronic undersupply of affordable
homes in the UK.
RHC owns a residential property located in
Liverpool (UK), which is comprised of seven units, all of which are
occupied by private individuals, each with a six month term
contract. The fair value of the Liverpool property as at 31 March
2024 was £0.6 million.
UK Treasury Bonds (Gilts) and Bills
Investment
|
Investment type
|
Carrying value
|
Income return p.a. *
|
Property type / underlying security
|
Investment notes
|
Gilts
|
UK Treasury Bonds
|
£19.5m
|
4.7%-4.9%
|
Liquid Government
security
|
Short dated (maturity in September
2024)
|
Total
|
|
£19.5m
|
4.8% **
|
|
|
*
Annualised yield to maturity
** Weighted
average
These government backed short term
investments offer the Company enhanced returns over cash
balances.
As at 31 March 2024, the Company
had invested a total of £19.5 million in three short dated UK
Treasury Bonds (Gilts) (annualised yield to maturity ranging from
4.7% to 4.9% with maturities in September 2024, March 2025 and
October 2025). These government backed short term investments offer
the Company enhanced returns over cash balances.
Post year end, the Company invested
£6.5 million in a short dated UK Treasury Bill with an annualised
yield to maturity of 5.2% with maturity in October 2024 and £10.0
million in Gilts with maturity 30 January 2026 and an annualised
yield to maturity of 4.3%.
Cash balances
Investment
|
Investment type
|
Carrying value
|
Income return p.a.
|
Property type / underlying security
|
Investment notes
|
Cash balance *
|
Cash
|
£6.8m
|
2.6% **
|
'On call' and current
accounts
|
n/a
|
Morgan Stanley Sterling Liquidity
Fund
|
Short-term investment
|
£10.0m
|
5.2%
|
Money market fund, daily
liquidity
|
n/a
|
* Group
cash of £7.2m excluding cash held with the Hamburg holding company
of £0.4m
** weighted
average interest earned on call accounts
As at 31 March 2024, the Group had cash
balances of £6.8 million, excluding cash held with the Hamburg
holding company of £0.4 million.
The Group's cash is held with established
banks with strong credit ratings.
Summary
ART has a diversified portfolio focussed on
asset-backed lending and property investments in Western
Europe.
The Company is currently focussed on
selectively increasing its loan portfolio and extending its wider
investment strategy to opportunistically target investments
offering inflation protection via index linked income adjustments
and investments that have potential for capital gains
Brad Bauman and Gordon
Smith
For and on
behalf of the Investment
Manager
20 June 2024
Directors
William Simpson (aged 68)
Chairman
William Simpson has over 30 years' experience
as a lawyer in financial services. His focus has been on regulated
and unregulated investment vehicles, encompassing banking, finance,
corporate, investment, trust and regulatory work.
William studied law at Leeds University and
practised at the Bar in England before moving to the Cayman Islands
and then the British Virgin Islands. William was a partner at
Ozannes, now Mourant, and then managing partner of Ogier Guernsey,
during which time he also served on the Ogier Group
board.
In 2017 William became an independent
consultant and remains a director of a number of Guernsey based
financial services companies. William is a member of the English
and Guernsey Bars.
Phillip Rose (aged 64)
Phillip Rose is a Fellow of the Securities
Institute and holds a Master of Law degree. He has over 40
years' experience in the real estate, funds management and banking
industries in Europe, the USA and Australasia. He has been the Head
of Real Estate for ABN AMRO Bank, Chief Operating Officer of
European shopping centre investor and developer TrizecHahn Europe,
Managing Director of retail and commercial property developer and
investor Lend Lease Global Investment and Executive Manager of
listed fund General Property Trust.
Phillip is currently CEO of Alpha Real Capital
LLP and has been a member of the Management Committee for Hermes
Property Unit Trust and its Audit Committee, and has been a
Non-Executive Director of Great Portland Estates plc.
Jeff Chowdhry (aged 63)
Jeff is currently General Partner at Concept
Ventures, an early stage, software focused, VC fund. It is
currently the largest dedicated pre-seed fund in the UK.
He has an investment career which spans over 40
years having held senior positions at F&C, as head of emerging
markets and BMO Asset Management where he was responsible for AUM
of over $5 billion. He has specific expertise in ESG related
matters.
He is an active Angel investor having backed
over 30 start-up companies and has several board advisory positions
within these rapidly growing businesses.
Melanie Torode (aged 44)
Mel Torode has 20 years' experience in the fund
administration industry specifically including private equity,
property and mezzanine debt and is an Independent Non-Executive
Director.
Prior to founding Morgan Sharpe in April 2008
(a fund administration company sold to Estera, subsequently
Ocorian, in 2017), Mel was the Company Secretary of Assura
Administration, overseeing the administration of listed property
funds. During the period from 2017 to 2021, Mel held the roles of
Operations Director, Managing Director and subsequently
Non-Executive of Ocorian Guernsey.
Mel began her career at Guernsey International
Fund Managers (now Northern Trust), working on large private equity
funds and European holding companies, moving to Mourant
International Finance Administration (now State Street) where she
spent more than two years concentrating primarily on listed
property funds.
Peter Griffin (aged 65)
Peter Griffin has over 30 years' experience in
financial services and is a qualified chartered
accountant.
He is currently a director of Handelsbanken
Alternatives Fund Limited, an investment company listed on The
International Stock Exchange.
Peter previously had various senior roles in
the trust services industry in the Channel Islands and Isle of
Man.
Directors' and Corporate Governance report
The Directors present their report and
financial statements of the Group for the year ended 31 March
2024.
Principal activities and status
During the year, the Company, an authorised
closed-ended Guernsey registered investment company, carried on
business as an investment company, investing in direct property,
development, financing and other opportunities in real estate, real
estate operating companies and securities, real estate services,
infrastructure, infrastructure services, other asset-backed
businesses and related operations and services
businesses.
The Company's shares are traded on the
Specialist Fund Segment ("SFS") of the London Stock Exchange
("LSE").
Business review, results and dividend
A review of the business during the
year is contained in the Chairman's Statement above.
The results for the year to 31 March 2024 are
set out in the financial statements. On 1 March 2024, the Company
declared a dividend of 1.0p per share, which was paid to
shareholders on 12 April 2024. The intention of the Company is to
pay a dividend quarterly.
Share buybacks
Following the Annual General Meeting held on 7
September 2023 the Company has the authority to buy back 14.99% of
its share capital (assessed on 29 June 2023) for a total of
8,709,579 shares. No shares have been yet bought back under this
authority.
During the period and post period end, the
Company did not purchase any shares in the market.
As at the date of this announcement, the
ordinary share capital of the Company is 67,536,128 (including
7,717,581 ordinary shares held in treasury) and the total voting
rights in the Company is 59,818,547.
Scrip dividend alternative
In the circular published on 18
December 2018, the Company sought shareholders' approval to enable
a scrip dividend alternative to be offered to ordinary shareholders
whereby they could elect to receive additional ordinary shares in
lieu of a cash dividend, at the absolute discretion of the
Directors, from time to time. This was approved by shareholders at
the extraordinary general meeting on 8 January 2019.
The number of ordinary shares that
an ordinary shareholder will receive under the scrip dividend
alternative will be calculated using the average of the closing
middle market quotations of an ordinary share for five consecutive
dealing days after the day on which the ordinary shares are first
quoted "ex" the relevant dividend.
The Board elected to offer the scrip dividend
alternative to shareholders for the dividend for the quarter ended
31 December 2023: for this period, scrip dividend alternative
elections were received in respect of 54,457,721 shares of the
Company, which has resulted in the issue of 437,407 new ordinary
shares in April 2024.
Further details on dividends are given in note
8 of the financial statements.
Corporate governance
As a Guernsey registered company traded on
SFS, the Company is not required to comply with the UK
Corporate Governance Code ("UK Code"). However, as a company
authorised by the Guernsey Financial Services Commission ("GFSC"),
it is required to follow the principles and guidance set out in the
Finance Sector Code of Corporate Governance issued by the GFSC and
effective from 1 January 2012 (amended in February 2016 and
November 2021) ("Guernsey Code"). Compliance with the
Guernsey Code and general principles of good corporate governance
are reviewed by the Board at least annually and, at the date of
signing these financial statements, the Board is satisfied that the
Company is fully compliant with the Guernsey Code. The Guernsey
Code is available for consultation on the GFSC website: www.gfsc.gg.
The Board
Biographies of the Directors are set out
above.
The Directors' interests in the shares of the
Company as at 31 March 2024 are set out below:
|
Number of ordinary
shares
31 March 2024
|
Number of ordinary
shares
31 March 2023
|
Phillip Rose
|
1,031,935
|
978,999
|
Jeff Chowdhry
|
5,000
|
5,000
|
Melanie Torode
|
-
|
-
|
William Simpson
|
40,347
|
30,000
|
Peter Griffin
|
-
|
-
|
Post year end, Phillip Rose and
William Simpson increased their shareholding in ART to 1,039,179
and 50,671 ordinary shares, respectively.
Non-executive directors are not
appointed for specified terms; appointments of Board members can be
terminated at any time without penalty and the Company's Articles
of Association ("Articles") require each Director to retire and
submit himself/herself to re-election by the shareholders at every
third year. In addition, the Board believes that continuity
and experience add to its strength.
The Annual General Meeting of the
Company will take place on 5 September 2024. At this meeting,
Melanie Torode and Phillip Rose will retire and submit themselves
for re-election. The remainder of the Board recommend their
re-appointment.
Individual Directors may seek
independent legal advice in relation to their duties on behalf of
the Company.
Operations of the Board
The Board has determined that its role is to
consider and determine the following principal matters which it
considers are of strategic importance to the Company:
1) Review the overall
objectives for the Company and set the Company's strategy for
fulfilling those objectives within an appropriate risk
framework
2) Consider any shifts in
strategy that it considers may be appropriate in light of market
conditions
3) Review the capital
structure of the Company including consideration of any appropriate
use of gearing both for the Company and in any joint ventures in
which the Company may invest from time to time
4) Appoint the Investment
Manager, Administrator and other appropriately skilled service
providers and monitor their effectiveness through regular reports
and meetings
5) Review key elements of
the Company's performance including Net Asset Value and payment of
dividends.
At Board meetings, the Board ensures that all
the strategic matters are considered and resolved by the Board.
Certain issues associated with implementing the Company's strategy
are delegated either to the Investment Manager or the
Administrator. Such delegation is over minor incidental matters and
the Board continually monitors the services provided by these
independent agents. The Board considers matters that are
significant enough to be of strategic importance and are therefore
reserved solely for the Board (e.g. all acquisitions, all
disposals, significant capital expenditure, leasing and decisions
affecting the Company's financial gearing).
The Board meets at least quarterly and as
required from time to time to consider specific issues reserved for
decision by the Board, as noted above.
At the Board's quarterly meetings, it considers
papers circulated in advance including reports provided by the
Investment Manager and the Administrator. The Investment Manager's
report comments on:
·
The property and debt markets of the UK and Europe including
recommendations for any changes in strategy that the Investment
Manager considers may be appropriate
·
Performance of the Group's portfolio and key asset management
initiatives
·
Transactional or lending activity undertaken over the
previous quarter and being contemplated for the future
·
The Group's financial position including relationships with
bankers, borrowers and lenders.
These reports enable the Board to assess the
success with which the Group's investment strategy and other
associated matters are being implemented and also consider any
relevant risks and to consider how they should be properly
managed.
The Company's service providers issue reports
on their own internal controls and these reports are considered by
the Board periodically.
In between its regular quarterly meetings, the
Board has also met on a number of occasions during the year to
approve specific transactions and for other matters.
Board and Directors' appraisals
The Board carries out an annual
review of its composition and performance (including the
performance of individual Directors) and that of its standing
committees. Such appraisal includes reviewing the performance
and composition of the Board (and whether it has an appropriate mix
of knowledge, skills and experience), the relationships between the
Board and the Investment Manager and Administrator, the processes
in place and the information provided to the Board and
communication between Board members.
Board Meeting attendance
The table below shows the attendance at Board
meetings during the year to 31 March 2024:
|
No of meetings
attended
|
Phillip Rose
|
5
|
Jeff Chowdhry
|
5
|
Melanie Torode
|
10
|
William Simpson
|
12
|
Peter Griffin
|
11
|
No. of
meetings during the year
|
12
|
Directors' and officers' insurance
An appropriate level of Directors'
and officers' insurance is maintained whereby Directors are
indemnified against liabilities to third parties to the extent
permitted by Guernsey company law.
Board Committees
The Board has established three
standing committees, all of which operate under detailed terms of
reference, copies of which are available on request from the
Company Secretary.
Audit and Risk Committee
The Audit and Risk Committee consists of Peter
Griffin (Chairman), Jeff Chowdhry and William Simpson. The Board is
satisfied that Peter Griffin continues to have the requisite recent
and relevant financial experience to fulfil his role as Chairman of
the Audit and Risk Committee.
Role of the Committee
The role of the Audit and Risk Committee, which
meets at least twice a year, includes:
· The engagement,
review of the work carried out by and the performance of the
Group's external auditor
· To monitor and
review the independence, objectivity and effectiveness of the
external auditor
· To develop and
apply a policy for the engagement of the external audit firm to
provide non-audit services
· To assist the
Board in discharging its duty to ensure that financial statements
comply with all legal requirements
· To review the
Group's financial reporting and internal control policies and to
ensure that the procedures for the identification, assessment and
reporting of risks are adequate
· To review
regularly the need for an internal audit function
· To monitor the
integrity of the Group's financial statements, including its annual
and half-year reports and announcements relating to its financial
performance, reviewing the significant financial reporting issues
and judgements which they contain
· To review the
consistency of accounting policies and practices
· To review and
challenge where necessary the financial results of the Group before
submission to the Board.
The Audit and Risk Committee makes
recommendations to the Board which are within its terms of
reference and considers any other matters as the Board may from
time to time refer to it.
Members of the Audit and Risk Committee may
also, from time to time, meet with the Group's independent property
valuers to discuss the scope and conclusions of their
work.
Committee meeting attendance
|
No of meetings
attended
|
William Simpson
|
4
|
Jeff Chowdhry
|
3
|
Peter Griffin
|
4
|
No. of
meetings during the year
|
4
|
Policy for non audit services
The Committee has adopted a policy
for the provision of non-audit services by the Company's external
auditor, BDO Limited, and reviews and approves all material
non-audit related services in accordance with the need to ensure
the independence and objectivity of the external auditor. No
services, other than audit-related ones, were carried out by BDO
Limited during the year.
Internal audit
The Board relies upon the systems
and procedures employed by the Investment Manager and the
Administrator which are regularly reviewed and are considered to be
sufficient to provide it with the required degree of comfort.
Therefore, the Board continues to believe that there is no need for
an internal audit function, although the Audit and Risk Committee
considers this annually, reporting its findings to the
Board.
Nomination Committee and attendance
The Nomination Committee consists
of William Simpson (Chairman), Phillip Rose and Melanie
Torode.
The Committee's principal task is
to review the structure, size and composition of the Board in
relation to its size and position in the market and to make
recommendations to fill Board vacancies as they arise and it meets
at least annually. It met once during the year and all
Committee members were present.
Remuneration Committee and attendance
The Remuneration Committee
consists of Melanie Torode (Chairman), Jeff Chowdhry and William
Simpson.
The Board has approved formal
terms of reference for the Committee and a copy of these is
available on request from the Company Secretary.
As the Company comprises only
non-executive directors, the Committee's main role is to determine
their remuneration within the cap set out in the Company's Articles
and it meets at least annually. It met once during the year
with Melanie Torode and William Simpson present.
Remuneration report
The aggregate fees payable to the
Directors are limited to £200,000 per annum under the Company's
Articles. The annual fees payable to each Director, which were last
reviewed in 2019, have been increased by 10% with effect from 1
April 2022. The fees payable to the Directors are expected to
reflect their expertise, responsibilities and time spent on the
business of the Group, taking into account market equivalents, the
activities, the size of the Group and market conditions.
Under their respective appointment letters, each Director is
entitled to an annual fee together with a provision for
reimbursement for any reasonable out of pocket
expenses.
During the year the Directors
received the following emoluments in the form of fees from Group
companies:
|
Year ended
31 March 2024
£
|
Year ended
31 March 2023
£
|
Phillip Rose
|
27,500
|
27,500
|
Jeff Chowdhry
|
27,500
|
27,500
|
William Simpson
|
39,500
|
39,500
|
Peter Griffin
|
27,500
|
27,500
|
Melanie Torode*
|
48,000
|
52,633
|
Total
|
170,000
|
174,633
|
* This comprises £20,500 for the
ART's directorship plus fees for directorships of ART's
subsidiaries and joint ventures
Internal control and risk management
The Board understands its
responsibility for ensuring that there are sufficient, appropriate
and effective systems, procedures, policies and processes for
internal control of financial, operational, compliance and risk
management matters in place in order to manage the risks which are
an inherent part of business. Such risks are managed rather than
eliminated in order to permit the Company to meet its financial and
other objectives.
The Board reviews the internal
procedures of both its Investment Manager and its Administrator
upon which it is reliant. The Investment Manager has a schedule of
matters which have been delegated to it by the Board and upon which
it reports to the Board on a quarterly basis. These matters include
quarterly management accounts and reporting both against key
financial performance indicators and its peer group. Further, a
compliance report is produced by the Administrator for the Board on
a quarterly basis.
The Company maintains a risk
management framework which considers the non-financial as well as
financial risks and this is reviewed by the Audit and Risk
Committee prior to submission to the Board.
Investment management agreement
The Company has an agreement with
the Investment Manager. This sets out the Investment Manager's key
responsibilities, which include proposing a property investment
strategy to the Board, identifying property investments to
recommend for acquisition and arranging appropriate lending
facilities. The Investment Manager is also responsible to the
Board for all issues relating to property asset
management.
Substantial shareholding
Shareholders with holdings of more than 3
per cent of the voting rights of the Company as at 24 May 2024
were as follows:
Name of
investor
|
Number of
voting rights
|
% held
|
Alpha Global Property Securities Fund Pte.
Ltd
|
26,194,335
|
43.79%
|
Rockmount Ventures Ltd
|
25,278,982
|
42.26%
|
Shareholder relations
The Board places high importance
on its relationship with its shareholders, with members of the
Investment Manager's Investment Committee making themselves
available for meetings with key shareholders and sector analysts.
Reporting of these meetings and market commentary is received by
the Board on a quarterly basis to ensure that shareholder
communication fulfils the needs of being useful, timely and
effective. One or more members of the Board and the Investment
Manager will be available at the Annual General Meeting to answer
any questions that shareholders attending may wish to
raise.
Directors' Responsibilities Statement
The Directors are responsible for
preparing the annual report and the financial statements in
accordance with the applicable law and regulations.
Company law requires the Directors
to prepare financial statements for each financial year, which give
a true and fair view of the state of affairs of the Group at the
end of the year and of the profit or loss of the Group for that
year.
In preparing those financial
statements, the Directors are required to:
1) select
suitable accounting policies and then apply
them consistently;
2) make
judgements and estimates that are reasonable
and prudent;
3) state whether
applicable accounting standards have been followed, subject to any
material departures disclosed and explained in the financial
statements; and
4) prepare the
financial statements on the going concern basis unless it is
appropriate to assume that the Group will not continue in
business.
So far as each of the Directors is
aware, there is no relevant information of which the Group's
auditor is unaware, and they have taken all the steps they ought to
have taken as Directors to make themselves aware of any relevant
information and to establish that the Group's auditor is aware of
that information.
The Directors are responsible for
keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Group and which
enable them to ensure that the financial statements comply with the
Companies (Guernsey) Law, 2008. They are also responsible for
safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors confirm that they
have complied with the above requirements in preparing the
financial statements.
Principal risks and uncertainties
The principal risks and
uncertainties facing the Group can be outlined as
follows:
· Rental income,
fair value of investment properties (directly or indirectly held)
and fair value of the Group's equity investments are affected,
together with other factors, by general economic conditions and/or
by the political and economic climate of the jurisdictions in which
the Group's investments and investment properties are
located.
· The Group's loan
investments are exposed to credit risk which arise by the potential
failure of the Group's counter parties to discharge their
obligations when falling due; this could reduce the amount of
future cash inflows from financial assets on hand at the balance
sheet date; the Group receives regular updates from the relevant
investment manager as to the performance of the underlying
investments and assesses their credit risk as a result.
Going concern
The Company has adopted a prudent short-term
strategy to move to cash conservation and a cautious approach to
commitments to new investments over this uncertain time. Alert to
the impact of potentially reducing income returns, this approach
has supported a robust balance sheet position. The Company
continues to adopt this cautious approach to new investment and is
conserving cash because of the uncertainty that has characterised
the past few months; this ensures the Company retains a robust
financial footing, making it well positioned to take advantage of
new investment opportunities.
As noted above, the Company held approximately
(as at 31 March 2024) 14.1% of its assets (excluding sundry net
assets) in cash (including the investment in the
Morgan Stanley GBP Liquidity Fund)
and 16.5% in highly liquid UK Treasury Bonds with limited current
contractual capital commitments. While there is external financing
in the Group's investment interests, this is limited and
non-recourse to the Company; the borrowings in these special
purpose vehicles are compliant with their banking covenants. See
the investment review section for more details on relevant
investments.
Bearing in mind the nature of the Group's
business and assets, after making enquiries, with the support of
revenue forecasts for the next twelve months and considering the
above, the Directors consider that the Group has adequate resources
to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
ART has no arrangements with any person
currently on (or potentially on) any sanctions list. The Board
continues to monitor the global political and economic situation
regularly assessing impacts arising from inflation and interest
rate changes for a potential material impact on ART's
portfolio.
Annual General Meeting
The AGM of the Company will be held in Guernsey
at 9.00 am on 5 September 2024 at Floor 2, Trafalgar Court, Les
Banques, St Peter Port, Guernsey. The meeting will be held to
receive the Annual Report and Financial Statements, re-elect
Directors and propose the reappointment of the auditor and that the
Directors be authorised to determine the auditor's
remuneration.
Independent Auditor
BDO Limited has expressed its willingness to
continue in office as auditor.
By order of the Board,
William
Simpson
Peter Griffin
Director
Director
20 June 2024
Directors' statement pursuant to the Disclosure Guidance and
Transparency Rules
Each of the Directors, whose names and
functions are listed in the Directors' and corporate governance
report confirm that, to the best of each person's knowledge and
belief:
· The financial
statements, prepared in accordance with IFRSs as adopted by the EU,
give a true and fair view of the assets, liabilities, financial
position and profit of the Group, and
· The Chairman's
statement and the investment review include a fair review of the
development and performance of the business and the position of the
Group and a description of the principal risks and uncertainties
that the Group faces is provided above.
By order of the Board,
William
Simpson
Peter Griffin
Director
Director
20 June 2024
Independent Auditor's Report
To
the Members of Alpha Real Trust Limited
Opinion on the financial
statements
In our opinion, the financial
statements of Alpha Real Trust Limited ("the Parent Company") and
its subsidiaries (the "Group"):
· give
a true and fair view of the state of the Group's affairs as at 31
March 2024 and of its loss for the year then
ended;
· have
been properly prepared in accordance with International Financial
Reporting Standards ("IFRS") as adopted by the European Union;
and
· have
been properly prepared in accordance with the requirements of the
Companies (Guernsey) Law, 2008.
We have audited the financial
statements of the Group for the year ended 31 March 2024 which
comprise the Consolidated statement of comprehensive income, the
Consolidated balance sheet, the Consolidated cash flow statement,
the Consolidated statement of changes in equity, and notes to the
financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied
in their preparation is applicable law and IFRS as adopted by the
European Union.
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 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. Our audit opinion is consistent with the additional report
to the audit committee.
Conclusions relating to going
concern
In auditing the financial
statements, we have concluded that the Directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the Directors'
assessment of the Group ability to continue to adopt the going
concern basis of accounting included:
· Obtaining those charged with governance and
directors' assessment in respect of going
concern and challenging this, based on our knowledge
of the Group, with both those charged with
governance and management;
· Challenging the directors' cash flow forecasts for the twelve
months from the approval of these financial statements by stress
testing future income and expenditure and the impact on the going
concern assessment;
· Consideration of the cash available together with the
expected annual running expenses of the Group and determining
whether these assumptions were reasonable based on our knowledge of
the Group; and
· Reviewing the minutes of meetings of those charged with
governance, the RNS announcements and the compliance reports
for indication of any events or conditions which may impact on
going concern.
Based on the work we have
performed, we have not identified any material uncertainties
relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's ability to
continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for
issue.
Our responsibilities and the
responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters (2024 and 2023)
|
Property Valuations
Loans advanced and IFRS 9
'Financial Instruments'
|
|
Materiality
|
Group financial statements as a
whole
£1,990,000 (2023:
£2,023,000) based on 1.5% (2023: 1.5%)
of total assets
|
An overview of the scope of our audit
Our Group audit was scoped by
obtaining an understanding of the Group and its environment,
including the Group's system of internal control, and assessing the
risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal
controls, including assessing whether there was evidence of bias by
the Directors that may have represented a risk of material
misstatement.
We tailored the scope of our audit
taking into account the nature of the Group's investments,
involvement of the Investment Manager, the accounting and reporting
environment and the industry in which the Group
operates.
The Group consists of the Parent
Company, numerous subsidiaries and a joint venture entity. We
concluded that the most effective audit approach to the Group, due
to the same accounting processes and control environment was to
audit the consolidated financial statements as if they were one
entity, during which we have performed audit procedures on all key
risk areas. The materiality applied was based on the consolidated
financial information (see Materiality section below).
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) that 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. These matters
were 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 these matters.
Key audit matter
|
How the scope of our audit addressed the key audit
matter
|
Property Valuations (notes 2.(b)(a), 12, 13,
26)
The Group holds several investment
properties within its subsidiaries and the joint venture
structure.
The directors have valued all
properties based on independent RICS valuations performed by
independent valuers.
Such property valuations are a
highly subjective area as the valuers will make judgements as to
property yields, quality of tenants, development costs and other
variables to arrive at the current open market value of the
property.
Any input inaccuracies or
unreasonable bases used in the valuation judgements (such as in
respect of estimated rental value and yield profile applied) could
result in a material misstatement of the Consolidated Statement of
Comprehensive Income and the Consolidated Balance Sheet, and we
therefore determined this to be a key audit matter.
|
Independent valuations
For all independent property
valuations, we evaluated the competence of the external valuers,
which included consideration of their qualifications and expertise.
We discuss their terms of engagement with the valuers to determine
whether there were any matters that might have affected their
objectivity or may have imposed scope limitations upon their
work.
We read the valuation reports for
the properties and discussed the basis of the property valuations
with the valuers to understand the process undertaken by them and
confirmed that the valuations were prepared in accordance with
professional valuation standards and IFRS.
We have considered the
reasonableness, and where appropriate agreed through to supporting
documentation (for example rental income) of the inputs used by the
valuers in the valuations, such as the terms of void periods, rent
free periods and other assumptions that impact the
value.
Key observations
Based on the procedures performed,
we consider that the judgements made in the property valuations are
reasonable.
|
Loans advanced and IFRS 9 "Financial instruments"
(notes 2.(b)(b), 16)
The Group's activities include
advancing senior loans and mezzanine loans secured over real estate
assets. The amounts advanced represent a material balance in the
financial statements and IFRS 9 requires losses to be
recognised on an expected, forward-looking basis, reflecting the
Group's view of potential future economic events.
As a result, the Group's IFRS 9
methodology incorporates a number of estimates to determine the
expected credit loss provisions, and we therefore considered this
to be a key audit matter.
|
Through challenge, discussion and
review of example scenarios, we gained a detailed understanding of,
and evaluated, the expected credit loss methodology applied by
management. This was undertaken with reference to accounting
standards and industry practice.
We then tested the methodology
used in determining the amortised cost amount and recognition of
any impairment loss. Our testing included:
· reviewing the methodology, including key assumptions and
parameters, to check it is in line with IFRS 9 and appropriate,
given our understanding of the loans advanced;
· obtaining and reviewing all loan agreements to confirm the
appropriateness of all loans except 1 being classified as stage 3
due to the repayable on demand feature;
· obtaining and challenging, through discussion, the updates
made to the existing methodology to appropriately reflect the
changes in the economy;
· obtaining underlying supporting documentation, on a sample
basis, we tested the inputs that drive the economic scenario
applied to the loans;
· obtaining third party confirmation on a sample of loans to
confirm the year end balance;
· undertaking procedures to check that the expected credit loss
model applied by management was mathematically accurate;
and
· challenging management's expected credit loss on four
individual loans which had entered into true default and the manual
adjustments made over the mechanical model. This included obtaining
and considering support for expected returns, expenses
payable and any security in place over the underlying assets the
loans are secured on.
Key observations
Based on the procedures performed,
we consider the estimates used in the determination of the expected
credit losses were reasonable.
|
Our application of materiality
We apply the concept of
materiality both in planning and performing our audit, and in
evaluating the effect of misstatements. 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.
In order to reduce to an
appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance
materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take 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.
Based on our professional
judgement, we determined materiality for the financial statements
as a whole and performance materiality as follows:
|
Group financial
statements
|
|
2024
£
|
2023
£
|
Materiality
|
1,990,000
|
2,023,000
|
Basis for determining materiality
|
1.5% of
total assets
|
1.5% of
total assets
|
Rationale for the benchmark applied
|
Due to it being an investment fund
with the objective of long-term capital growth with investment
values being a key focus of users of the financial
statements.
|
Performance materiality
|
1,492,500
|
1,517,250
|
Basis for determining performance
materiality
|
75% of
materiality
This was determined using our
professional judgement and took into account the complexity of the
group and our long-standing knowledge of the engagement together
with a history of minimal ,misstatements.
|
Specific materiality
We also determined that for
sensitive fees including: management fees, performance fees, legal
fees, directors' fees and audit fees, 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 based on 10%
(2023: 10%) of materiality being £199,000 (2023: £202,300). We
further applied a performance materiality level of 75% (2023: 75%)
of specific materiality to ensure that the risk of errors exceeding
specific materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee
that we would report to them all individual audit differences in
excess of £59,700 (2023: £61,230). We also agreed to report
differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
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. 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 course of 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 this gives rise to a material
misstatement in the financial statements themselves. 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.
Other Companies (Guernsey) Law,
2008 reporting
We have nothing to report in
respect of the following matters where the Companies (Guernsey)
Law, 2008 requires us to report to you if, in our
opinion:
· proper accounting records have not been kept by the Parent
Company; or
· the
financial statements are not in agreement with the accounting
records; or
· we
have failed to obtain all the information and explanations which,
to the best of our knowledge and belief, are necessary for the
purposes of our audit.
Responsibilities of Directors
As explained more fully in the
Directors' responsibilities statement within the Directors' and
Corporate Governance 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 Group'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
Group 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.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud,
are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is
detailed below:
Based on our understanding of the
Group and the industry in which it operates, we identified that the
principal risks of non-compliance with laws and regulations related
to its investment activities, and we considered the extent to which
non-compliance might have a material effect on the Group's
financial statements.
We obtained an understanding of
the legal and regulatory frameworks that are applicable to the
Group and have a direct impact on the preparation of the financial
statements. We determined that the most significant frameworks
which are directly relevant to specific assertions in the financial
statements are those that relate to the reporting framework such as
IFRS as adopted by the EU and the Companies (Guernsey) Law, 2008.
We evaluated management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the
risk of management override of controls), and determined that the
principal risks were related to revenue recognition in relation to
the rental income from properties held, revenue recognition in
relation to loan interest from loans advanced and management
bias and judgement involved in accounting estimates, specifically
in relation to the valuation of properties and the expected credit
loss provisions (the response to which are detailed in our key
audit matters above).
We communicated relevant
identified laws and regulations and potential fraud risks to all
engagement team members and the component auditor, and remained
alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Audit procedures performed by the
engagement team to respond to the risks identified
included:
· Discussion with and enquiry of management and those charged
with governance concerning known or suspected instances of
non-compliance with laws and regulations and fraud;
· Obtaining an understanding of the internal control
environment in place to prevent and detect
irregularities;
· Reading minutes of meetings of those charged with governance,
correspondence with the Guernsey Financial Services Commission,
internal compliance reports, complaint registers and breach
registers to identify and consider any known or suspected instances
of non-compliance with laws and regulations and fraud;
· Recalculating loan interest income based on the underlying
loan agreements; and
· Recalculating the rental income based on the lease agreements
and required accounting by IFRS as adopted by the EU and comparing
to that of management.
Our audit procedures were designed
to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through
collusion. There are inherent limitations in the audit procedures
performed and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
financial statements, the less likely we are to become aware of
it.
A further description of our
responsibilities is available at the Financial Reporting Council's
website at: https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's report.
The engagement audit director on
the audit resulting in this independent auditor's opinion is Simon
Hodgson.
Use of our report
This report is made solely to the
Parent Company's members, as a body, in accordance with Section 262
of the Companies (Guernsey) Law, 2008. Our audit work has been
undertaken so that we might state to the Parent 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 Parent Company and the Parent Company's members as a body, for
our audit work, for this report, or for the opinions we have
formed.
.......................................................
Simon Hodgson
For and on behalf of BDO
Limited
Chartered Accountants and
Recognised Auditor
Place du Pré, Rue du Pré
St Peter Port, Guernsey
Date: 20 June 2024
Consolidated statement of comprehensive
income
|
|
For the year ended
31 March 2024
|
For the year ended
31 March 2023
|
|
Notes
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Income
|
|
|
|
|
|
|
|
Revenue
|
3
|
1,774
|
-
|
1,774
|
1,325
|
-
|
1,325
|
Interest revenue
|
|
6,596
|
-
|
6,596
|
5,328
|
-
|
5,328
|
Change in the revaluation of investment
property
|
13
|
-
|
(1,419)
|
(1,419)
|
-
|
(548)
|
(548)
|
Gains/(losses) on financial assets and
liabilities held at fair value through profit or loss
|
25
|
125
|
289
|
414
|
528
|
(1,597)
|
(1,069)
|
Total income
|
|
8,495
|
(1,130)
|
7,365
|
7,181
|
(2,145)
|
5,036
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
Expected credit losses
|
16
|
(277)
|
(1,711)
|
(1,988)
|
(232)
|
(881)
|
(1,113)
|
Property operating expenses
|
3
|
(104)
|
-
|
(104)
|
(87)
|
-
|
(87)
|
Investment Manager's fee
|
24
|
(2,326)
|
-
|
(2,326)
|
(2,354)
|
-
|
(2,354)
|
Other administration costs
|
4
|
(1,083)
|
-
|
(1,083)
|
(943)
|
-
|
(943)
|
Total operating expenses
|
|
(3,790)
|
(1,711)
|
(5,501)
|
(3,616)
|
(881)
|
(4,497)
|
|
|
|
|
|
|
|
|
Operating profit
|
|
4,705
|
(2,841)
|
1,864
|
3,565
|
(3,026)
|
539
|
|
|
|
|
|
|
|
|
Share of profit/(loss) of joint
ventures
|
12
|
443
|
(4,141)
|
(3,698)
|
1,012
|
(569)
|
443
|
Finance income
|
5
|
1,205
|
-
|
1,205
|
255
|
-
|
255
|
Finance costs
|
6
|
(202)
|
(24)
|
(226)
|
(201)
|
(201)
|
(402)
|
|
|
|
|
|
|
|
|
Profit/(loss) before
taxation
|
|
6,151
|
(7,006)
|
(855)
|
4,631
|
(3,796)
|
835
|
|
|
|
|
|
|
|
|
Taxation
|
7
|
(110)
|
36
|
(74)
|
(130)
|
(74)
|
(204)
|
|
|
|
|
|
|
|
|
Profit/(loss) for the
year
|
|
6,041
|
(6,970)
|
(929)
|
4,501
|
(3,870)
|
631
|
|
|
|
|
|
|
|
|
Other comprehensive income/(expense)
for the year
|
|
|
|
|
|
|
|
Items that may be classified to
profit and loss in subsequent periods
|
|
|
|
|
|
|
|
Exchange differences arising on
translation
of foreign operations
|
|
-
|
(752)
|
(752)
|
-
|
1,253
|
1,253
|
Other comprehensive (expense)/income for the
year
|
|
-
|
(752)
|
(752)
|
-
|
1,253
|
1,253
|
Total comprehensive income/(expense) for the
year
|
|
6,041
|
(7,722)
|
(1,681)
|
4,501
|
(2,617)
|
1,884
|
Earnings per ordinary share (basic &
diluted)
|
9
|
|
|
(1.6)p
|
|
|
1.1p
|
Adjusted earnings per ordinary share (basic &
diluted)
|
9
|
|
|
10.3p
|
|
|
7.7p
|
The total column of this statement represents
the Group's statement of comprehensive income, prepared in
accordance with IFRS. The revenue and capital columns are supplied
as supplementary information permitted under IFRS. All items in the
above statement derive from continuing operations.
The accompanying notes form an integral part of
the financial statements.
Consolidated balance
sheet
|
Notes
|
31 March 2024
£'000
|
31 March 2023
£'000
|
|
|
|
|
Non-current assets
|
|
|
|
Investment property
|
13
|
26,740
|
23,496
|
Investment in joint venture
|
12
|
-
|
17,654
|
Loans advanced
|
16
|
16,039
|
16,051
|
|
|
42,779
|
57,201
|
Current assets
|
|
|
|
Investment in joint venture
|
12
|
12,630
|
-
|
Investments held at fair value
|
15
|
23,675
|
18,310
|
Derivatives held at fair value through profit
or loss
|
25
|
327
|
-
|
Loans advanced
|
16
|
30,407
|
39,385
|
Collateral deposit
|
17
|
1,156
|
1,143
|
Trade and other receivables
|
18
|
4,500
|
414
|
Cash and cash equivalents
|
14
|
17,221
|
18,455
|
|
|
89,916
|
77,707
|
|
|
|
|
Total assets
|
|
132,695
|
134,908
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
19
|
(1,145)
|
(986)
|
Corporation tax
|
7
|
(56)
|
(34)
|
Bank borrowings
|
20
|
(31)
|
(30)
|
Derivatives held at fair value through profit
or loss
|
25
|
-
|
(171)
|
|
|
(1,232)
|
(1,221)
|
|
|
|
|
Total assets less current
liabilities
|
|
131,463
|
133,687
|
|
|
|
|
Non-current liabilities
|
|
|
|
Bank borrowings
|
20
|
(8,053)
|
(8,271)
|
Deferred tax
|
7
|
(304)
|
(349)
|
|
|
(8,357)
|
(8,620)
|
|
|
|
|
Total liabilities
|
|
(9,589)
|
(9,841)
|
|
|
|
|
Net assets
|
|
123,106
|
125,067
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
21
|
-
|
-
|
Special reserve
|
22
|
62,602
|
60,550
|
Translation reserve
|
22
|
(300)
|
452
|
Capital reserve
|
22
|
33,177
|
40,147
|
Revenue reserve
|
22
|
27,627
|
23,918
|
|
|
|
|
Total equity
|
|
123,106
|
125,067
|
|
|
|
|
Net asset value per ordinary
share
|
10
|
207.3p
|
216.8p
|
The financial statements were approved by the
Board of Directors and authorised for issue on 20 June 2024. They were signed on its behalf
by William Simpson and Peter Griffin.
William
Simpson
Peter Griffin
Director
Director
The accompanying notes form an integral part
of the financial statements.
Consolidated cash flow
statement
|
For the year ended
31 March 2024
£'000
|
For the year ended
31 March 2023
£'000
|
Operating
activities
|
|
|
(Loss)/profit for the year
after taxation
|
(929)
|
631
|
Adjustments
for:
|
|
|
Change in revaluation of
investment property
|
1,419
|
548
|
Net (gains)/losses on financial assets and
liabilities held at fair value through profit or loss
|
(414)
|
1,069
|
Taxation
|
74
|
204
|
Share of
loss/(profit) of joint ventures
|
3,698
|
(443)
|
Interest
receivable on loans to third parties
|
(6,596)
|
(5,328)
|
Expected credit
losses
|
1,988
|
1,113
|
Finance income
|
(1,205)
|
(255)
|
Finance costs
|
226
|
402
|
Operating cash flows before movements in working
capital
|
(1,739)
|
(2,059)
|
Movements in working
capital:
|
|
|
Movement in trade and other
receivables
|
(4,061)
|
(381)
|
Movement in trade and other
payables
|
135
|
8
|
Cash flows
used in operations
|
(5,665)
|
(2,432)
|
|
|
|
Loan interest received
|
1,781
|
1,811
|
Loans granted to third
parties
|
(20,135)
|
(18,832)
|
Cash returned
from escrow for loans to be granted post year
end
|
-
|
1,928
|
Loans repaid by third
parties
|
31,704
|
14,097
|
Interest received
|
220
|
255
|
Interest paid
|
(185)
|
(186)
|
Tax paid
|
(86)
|
(96)
|
Cash flows
from/(used in) operating
activities
|
7,634
|
(3,455)
|
|
|
|
Investing activities
|
|
|
Redemption of investments
|
-
|
5,290
|
Investment in UK Treasury Bonds and
Bills
|
(26,413)
|
(13,948)
|
Proceeds received at maturity from UK
Treasury Bonds and Bills
|
21,454
|
-
|
Acquisition of investment
property
|
(5,118)
|
(7,407)
|
Dividend income from joint
ventures
|
871
|
700
|
Dividend income from
investments
|
374
|
419
|
Dividend income from Morgan Stanley
Sterling Liquidity Fund
|
169
|
-
|
Coupon interest received from UK
Treasury Bonds
|
250
|
-
|
Capital return from joint
venture in arbitration
|
-
|
5,868
|
Collateral deposit increase
|
(13)
|
(207)
|
Cash flows used in investing
activities
|
(8,426)
|
(9,285)
|
|
|
|
Financing activities
|
|
|
Share buyback
|
-
|
(9,553)
|
Share buyback costs
|
-
|
(49)
|
Share issue costs
|
(74)
|
(115)
|
Cash paid on maturity of foreign
exchange forward
|
(48)
|
(47)
|
Ordinary dividends paid
|
(206)
|
(356)
|
Cash flows used in financing
activities
|
(328)
|
(10,120)
|
|
|
|
Net decrease in cash and cash
equivalents
|
(1,120)
|
(22,860)
|
|
|
|
Cash and cash equivalents at
beginning of year
|
18,455
|
41,250
|
Exchange translation
movement
|
(114)
|
65
|
Cash and cash equivalents at end of
year
|
17,221
|
18,455
|
The accompanying notes form an
integral part of the financial statements.
Consolidated statement of changes in equity
For the year
ended 31 March 2023
|
Special
reserve
£'000
|
Translation reserve
£'000
|
Capital
reserve
£'000
|
Revenue
reserve
£'000
|
Total
equity
£'000
|
At 1 April 2022
|
68,243
|
(801)
|
44,017
|
21,797
|
133,256
|
|
|
|
|
|
|
Total comprehensive income for the
year
|
|
|
|
|
|
(Loss)/profit for the
year
|
-
|
-
|
(3,870)
|
4,501
|
631
|
Other comprehensive income for the
year
|
-
|
1,253
|
-
|
-
|
1,253
|
Total comprehensive (expense)/income
for the year
|
-
|
1,253
|
(3,870)
|
4,501
|
1,884
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
Cash dividends
|
-
|
-
|
-
|
(356)
|
(356)
|
Scrip dividends
|
2,024
|
-
|
-
|
(2,024)
|
-
|
Share issue costs
|
(115)
|
-
|
-
|
-
|
(115)
|
Share buyback
|
(9,553)
|
-
|
-
|
-
|
(9,553)
|
Share buyback costs
|
(49)
|
-
|
-
|
-
|
(49)
|
Total transactions with
owners
|
(7,693)
|
-
|
-
|
(2,380)
|
(10,073)
|
|
|
|
|
|
|
At 31 March 2023
|
60,550
|
452
|
40,147
|
23,918
|
125,067
|
Notes 21, 22
|
|
|
|
|
|
For the year
ended 31 March 2024
|
Special
reserve
£'000
|
Translation reserve
£'000
|
Capital
reserve
£'000
|
Revenue
reserve
£'000
|
Total
equity
£'000
|
At 1 April 2023
|
60,550
|
452
|
40,147
|
23,918
|
125,067
|
|
|
|
|
|
|
Total comprehensive income for the
year
|
|
|
|
|
|
(Loss)/profit for the
year
|
-
|
-
|
(6,970)
|
6,041
|
(929)
|
Other comprehensive income for the
year
|
-
|
(752)
|
-
|
-
|
(752)
|
Total comprehensive (expense)/income
for the year
|
-
|
(752)
|
(6,970)
|
6,041
|
(1,681)
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
Cash dividends
|
-
|
-
|
-
|
(206)
|
(206)
|
Scrip dividends
|
2,126
|
-
|
-
|
(2,126)
|
-
|
Share issue costs
|
(74)
|
-
|
-
|
-
|
(74)
|
Share buyback
|
-
|
-
|
-
|
-
|
-
|
Share buyback costs
|
-
|
-
|
-
|
-
|
-
|
Total transactions with
owners
|
2,052
|
-
|
-
|
(2,332)
|
(280)
|
|
|
|
|
|
|
At 31 March 2024
|
62,602
|
(300)
|
33,117
|
27,627
|
123,106
|
Notes 21, 22
|
|
|
|
|
|
The accompanying notes form an integral part
of the financial statements.
Notes to the financial statements for the year ended 31 March
2024
1.
General information
The Company is a limited liability,
closed-ended investment company incorporated in Guernsey.
The address of the registered office
is given below. The nature of the Group's operations and its
principal activities are set out in the Chairman's Statement. The
financial statements were approved and authorised for issue on 20
June 2024 and signed by William Simpson and Peter Griffin on behalf
of the Board.
2.
(a) Material accounting policies
A summary of the principal
accounting policies is set out below. The policies have been
consistently applied for all periods presented unless otherwise
stated.
The preparation of financial
statements in conformity with IFRS, as adopted by the EU, requires
the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the
accounting policies. The areas involving a high degree of judgement
or complexity, or areas where the assumptions and estimates are
significant to the financial statements are disclosed in this
note.
Basis of preparation
These financial statements have
been prepared in accordance with IFRS, which comprise standards and
interpretations approved by the International Accounting Standards
Board ("IASB"), and International Accounting Standards and
Standards Interpretations Committee's interpretations approved by
the International Accounting Standards Committee ("IASC") that
remain in effect, and to the extent that they have been adopted by
the European Union.
Going concern
The Company has adopted a prudent short-term
strategy to move to cash conservation and a cautious approach to
commitments to new investments over this uncertain time. Alert to
the impact of potentially reducing income returns, this approach
has supported a robust balance sheet position. The Company
continues to adopt this cautious approach to new investment and is
conserving cash because of the uncertainty that has characterised
the past few months; this ensures the Company retains a robust
financial footing, making it well positioned to take advantage of
new investment opportunities.
As noted above, the Company held approximately
(as at 31 March 2024) 14.1% of its assets (excluding sundry net
assets) in cash (including the investment in the
Morgan Stanley GBP Liquidity Fund)
and 16.5% in highly liquid UK Treasury Bonds with limited current
contractual capital commitments. While there is external financing
in the Group's investment interests, this is limited and
non-recourse to the Company; the borrowings in these special
purpose vehicles are compliant with their banking covenants. See
the investment review section for more details on relevant
investments.
Bearing in mind the nature of the Group's
business and assets, after making enquiries, with the support of
revenue forecasts for the next twelve months and considering the
above, the Directors consider that the Group has adequate resources
to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
ART has no arrangements with any person
currently on (or potentially on) any sanctions list. The Board
continues to monitor the global political and economic situation
regularly assessing impacts arising from inflation and interest
rate changes for a potential material impact on ART's
portfolio.
New standards, interpretations and amendments from 1 January
2023
New standards, amendments to standards and
interpretations were effective for the current period, and with the
exception of the Disclosure of Accounting Policies (Amendment to
IAS 1) has not had a significant impact on the financial
statements. The Disclosure of Accounting Policies amendment
generated a review of and reduction in the accounting policy
disclosures so that only the material accounting policy information
is now provided. Accounting policy information is material if, when
considered together with other information included in an entity's
financial statements, it can reasonably be expected to influence
decisions that the primary users of the financial statements make
on the basis of those financial statements.
New standards, interpretations and amendments from 1 January
2024
The Directors anticipate that the adoption of
these standards and interpretations will not have a material impact
on the financial statements of the Group.
Basis of consolidation
(a) Subsidiaries
The consolidated financial
statements incorporate the financial statements of the Company and
the subsidiary undertakings controlled by the Company, made up to
31 March each year. Control is achieved where the Company has power
over the investee, exposure or rights, to variable returns from its
involvement with the investee and the ability to use its power to
affect the amount of the investor's returns.
The results of subsidiary
undertakings acquired or disposed of during the year are included
within profit or loss in the consolidated statement of
comprehensive income from the effective date of acquisition or up
to the effective date of disposal as appropriate.
When necessary, adjustments are
made to the financial statements of subsidiary undertakings to
bring the accounting policies used into line with those used by the
Group.
All intra-group transactions,
balances, income and expenses are eliminated on
consolidation.
ART holds a number of direct
property investments through subsidiary undertakings. The
Group is actively involved in the management of these property
investments and its investment plans do not include specified exit
strategies for these investments. As a result, ART plans to
hold these property investments indefinitely. ART reports its
investment properties at fair value in its financial statements but
this is not the primary measurement attribute used by management to
evaluate the performance of these investments. In addition,
ART holds a number of loans through subsidiary undertakings and
management do not measure the performance of these on a fair value
basis. In consequence, management have concluded that ART does not
meet the definition of an investment entity and the subsidiaries
have been consolidated into the Group's balance sheet, rather than
being carried at fair value.
When a partial disposal of a
subsidiary occurs which causes the entity to no longer be
controlled and hence no longer a subsidiary, the Company
derecognises the subsidiary and recognises the retained interest
initially at fair value.
When calculating the profit or
loss on disposal the Company measures the retained interest at fair
value and includes this in the fair value of the consideration
received. The profit or loss on disposal is the difference between
the fair value of the consideration received and the carrying value
of the assets and liabilities disposed of, as reduced by
transactions costs incurred and any foreign currency gains or
losses recycled on disposal as per the foreign currency accounting
policy in respect of group companies.
(b) Joint ventures and associates
The Group applies
IFRS 11 to its joint
arrangement. Under
IFRS 11 investments in
joint arrangements are classified as either joint operations or
joint ventures depending on the contractual rights and obligations
of each investor. The Group has assessed the nature of its joint
arrangements and determined them to be joint ventures. Joint
ventures are accounted for using the equity method.
The Group also applies IAS 28:
this standard defines an associate as an entity over which an
investor exercises significant influence. Under IAS 28 significant
influence is the power to participate in the financial and
operating policy decisions of the investee but is not control or
joint control of those policies and, where an entity holds 20% or
more of the voting power (directly or through subsidiaries) of an
investee, it is presumed that the investor has significant
influence unless it can be clearly demonstrated that this is not
the case. Associates are accounted for using the equity
method.
Under the equity method of
accounting, interests in joint ventures and associates are
initially recognised at cost and adjusted thereafter to recognise
the Group's share of the post-acquisition profits or losses and
movements in other comprehensive income. When the Group's share of
losses in a joint venture or associate equals or exceeds its
interests in the joint venture or associate (which includes any
long-term interests that, in substance, form part of the Group's
net investment in the joint venture or associate) the Group does
not recognise further losses, unless it has incurred obligations or
made payments on behalf of the joint venture or
associate.
Unrealised gains on transactions
between the Group and its joint ventures or associates are
eliminated to the extent of the Group's interest in the joint
ventures or associates. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the
asset transferred.
Presentation of statement of comprehensive
income
In order to better reflect the
activities of an investment company and in accordance with guidance
issued by the Association of Investment Companies ("AIC"),
supplementary information, which analyses the statement of
comprehensive income between items of a revenue and capital nature,
has been presented alongside the statement of comprehensive income.
The company has opted to put realised results into revenue on the
statement of comprehensive income.
Revenue recognition
Rental income and service charge
income from investment property leased out under an operating lease
are recognised within profit or loss in the statement of
comprehensive income on a straight line basis over the term of the
lease. Lease incentives granted are recognised as an integral part
of the net consideration for the use of the property and are
therefore also recognised on the same straight line basis. Rental
revenues are accounted for on an accruals basis. Therefore,
deferred revenue generally represents advance payments from
tenants. Revenue is recognised when it is probable that the
economic benefits associated with the transaction will flow to the
Group and the amount of revenue can be measured reliably. Upon
early termination of a lease by the lessee, the receipt of a
surrender premium, net of dilapidations and non-recoverable
outgoings relating to the lease concerned, is immediately
recognised as revenue.
Interest income is accrued on a
time basis, by reference to the principal outstanding and the
effective interest rate applicable.
Other income is recognised when
received.
Leasing
(a)
Company as a lessor
Leases are classified as finance
leases whenever the terms of the lease transfer substantially all
the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
The Group owns no leasehold
property.
Foreign currencies
(a)
Functional and presentation currency
Items included in the financial
statements of each of the Group entities are measured in the
currency of the primary economic environment in which the entity
operates (the "functional currency"). The consolidated financial
statements are presented in Sterling, which is the Company's
functional and presentation currency.
(b) Transactions and balances
Transactions in currencies other
than the functional currency
are recorded at the rates of exchange prevailing
on the dates of the transactions. At each balance sheet date,
monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the balance
sheet date. Gains and losses arising on retranslation are included
in profit or loss for the year.
(c)
Group companies
The results and financial position
of all the Group entities that have a functional currency which
differs from the presentation
currency are translated into the
presentation currency as
follows:
(i)
assets and liabilities for each balance sheet presented are
translated at the closing rate at the balance sheet
date;
(ii)
income and expenses for each statement of comprehensive income are
translated at the average exchange rate prevailing in the period;
and
(iii)
all resulting exchange differences are recognised within other
comprehensive income.
On consolidation, the exchange
differences arising from the translation of the net investment in
foreign entities are taken to equity. When a foreign operation is
sold, such exchange differences are recognised within profit or
loss in the statement of comprehensive income as part of the gain
or loss on sale.
For Euro based balances the year
end exchange rate used is £1:€1.170 (2023: £1:€1.137) and the
average rate for the year used is £1:€1.159 (2023:
£1:€1.158).
Taxation
The Company is exempt from Guernsey
taxation on income derived outside of Guernsey and bank interest
earned in Guernsey. A fixed annual fee of £1,200 was payable
to the States of Guernsey in respect of this exemption for the
calendar year 2023 (a fee of £1,600 was paid post year end for the
calendar year 2024). No charge to Guernsey taxation arises on
capital gains. The Group is liable to foreign tax arising on
activities in the overseas subsidiaries. The Group holds
investments in Spain (H2O, sold post year end), owned through
investment entities in Luxembourg and the Netherlands, in Germany
(Hamburg), owned through a Guernsey subsidiary and in the United
Kingdom, owned directly by a UK subsidiary (Liverpool and
Travelodge Hotels in Lowestoft, Yardley and Wadebridge). The Group
may therefore be liable to taxation in these overseas
jurisdictions.
The tax expense represents the sum
of the tax currently payable and deferred tax.
The tax currently payable is based
on taxable profit for the year. Taxable profit differs from net
profit as reported in the statement of comprehensive income because
it excludes items of income and expense that are taxable or
deductible in other years and it further excludes items that are
never taxable or deductible. The Group's liability for current tax
is calculated using tax rates that have been substantively enacted
at the balance sheet date.
Deferred tax is the tax expected to
be payable or recoverable on differences between the carrying
amount of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible timing differences can
be utilised.
The carrying amount of deferred tax
assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are
expected to apply in the year when the liability is settled or the
asset realised. Deferred tax is charged or credited within profit
or loss in the statement of comprehensive income, except when it
relates to items charged or credited directly to equity, in which
case the deferred tax is also dealt with in equity.
Dividends
Dividends are recognised as a
liability in the Group's financial statements in the period in
which they become obligations of the Group.
Investment property
Investment property, which is
property held to earn rentals and/or for capital appreciation, is
initially recognised at cost being the fair value of consideration
given including related transaction costs.
After initial recognition at cost
and/or upon commencement of construction, investment property is
carried at its fair value based on half yearly professional
valuations made by independent valuers or based on Directors'
valuations. The independent valuers' valuations are in accordance
with standards complying with the Royal Institution of Chartered
Surveyors Appraisal and Valuation manual and the International
Valuation Standards Committee.
Gains or losses arising from
changes in fair value of investment property are included within
profit or loss in the statement of comprehensive income in the
period in which they arise. Investment property is treated as
acquired when the Group assumes the significant risks and returns
of ownership and as disposed of when these are transferred to the
buyer.
All costs directly associated with
the purchase of an investment property and all subsequent
expenditures qualifying as acquisition costs are
capitalised.
Segmental reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker,
which is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the
Board of Directors of the Company.
The investing policy means the Group may invest in real estate
opportunities unconstrained by geography, but with a particular
focus on the UK and Europe. At present, for management purposes,
the Group is organised into one main operating segment being
Europe.
The Group's revenue generated in
the UK was £7,434,000 and in Germany was £934,000 (Year ended 31
March 2023: £5,729,000 in the UK and £924,000 in
Germany).
The Group's non-current assets are
located in the following countries:
Country
|
2024
£'000
|
2023
£'000
|
UK
|
27,394
|
23,276
|
Germany
|
15,385
|
16,271
|
Spain
|
-
|
17,654
|
Total
|
42,779
|
57,201
|
Financial instruments
Financial assets and financial
liabilities are recognised on the Group's balance sheet when the
Group becomes a party to the contractual provisions of the
instrument. The Group shall offset financial assets and financial
liabilities if the Group has a legally enforceable right to set off
the recognised amounts and interests and intends to settle on a net
basis.
(a) Financial assets
Under IFRS 9, on initial
recognition, a financial asset is classified as measured
at:
· Amortised cost;
· Fair
value through other comprehensive income ("FVOCI") - debt
investment;
· FVOCI - equity investment; or
· Fair
value through profit or loss ("FVTPL").
The classification of financial
assets under IFRS 9 is generally based on the business model in
which a financial asset is managed and its contractual cash flow
characteristics.
The Group only has financial assets
that are classified as amortised cost or FVTPL.
(a) (i) Financial assets held at amortised
cost
A financial asset is measured at
amortised cost if it meets both of the following conditions and is
not designated as at FVTPL:
· it is
held within a business model whose objective is to hold assets to
collect contractual cash flows; and
· its
contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal
amount outstanding.
Financial assets at amortised cost
are initially measured at fair value plus transaction costs that
are directly attributed to its acquisition, unless it is a trade
receivable without a significant financing component which is
initially measured at its transaction price.
These assets are subsequently
measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses as detailed in (b)
below.
Cash deposits with banks that cannot be
accessed within a period of three months are not considered to be
cash and cash equivalents.
(a) (ii) FVTPL
All financial assets not classified
as measured at amortised cost or FVOCI are measured at FVTPL which
includes derivative financial assets. Financial assets at FVTPL are
initially and subsequently measured at fair value.
Fair value measurement
The Group measures certain
financial instruments such as derivatives and non-financial assets
such as investment property, at fair value at the end of each
reporting period, using recognised valuation techniques and
following the principles of IFRS 13. In addition, fair values of
financial instruments measured at amortised cost are disclosed in
the financial statements.
Fair value is 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. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes
place either:
· in
the principal market for the asset or liability
or
· in
the absence of a principal market, in the most advantageous market
for the asset or liability.
The Group must be able to access
the principal or the most advantageous market at the measurement
date. The fair value of an asset or a liability is measured using
the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
A fair value measurement of a
non-financial asset takes into account a market participant's
ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Group uses valuation techniques
that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of
relevant observable inputs and minimising the use of unobservable
inputs significant to the fair value measurement as a
whole:
· Level
1 - Quoted (unadjusted) market prices in active markets for
identical assets or liabilities.
· Level
2 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
· Level
3 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is
unobservable.
For assets and liabilities that are
recognised in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in
the hierarchy by re-assessing categorisation (based on the lowest
level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
(a) (iii) Impairment of financial assets
(i) Trade
receivables
Under IFRS 9 for trade receivables,
including lease receivables, the Group has elected to apply the
simplified model as the trade receivables all have a maturity of
less than one year and do not contain a significant financing
component. Under the simplified approach the requirement is to
always recognise lifetime ECL. Under the simplified approach
practical expedients are available to measure lifetime ECL but
forward looking information must still be incorporated. Under the
simplified approach there is no need to monitor significant
increases in credit risk and entities will be required to measure
lifetime ECLs at all times.
The directors have concluded that
any ECL on trade receivables would be highly immaterial to the
financial statements due to the low credit risk of the relevant
tenants.
(ii) Other
receivables
The directors have concluded that
any ECL on other receivables would be highly immaterial to the
financial statements due to:
· collateral being held in the form of a security deposit for
the Group's hedging strategy which can be called back at any time
with no capital loss should the Group decide to terminate its
foreign exchange contracts before their contractual
maturity;
· The
credit risk of the underlying banks which are utilised by the law
firms by whom cash on escrow is kept before completion of a given
senior or mezzanine loan.
The remaining other receivables are
immaterial to the financial statements and therefore no assessment
of the ECL has been completed.
(iii) Loans
advanced
Despite the loans having a set
repayment term, all but two of the loans have a repayable on demand
feature so the Group may call for an early repayment of their
principal, interest and applicable fees at any time.
Considering the 'on demand' clause,
the Group concluded that the loans are in stage 3 of the IFRS 9
model as should the loans be called on demand the borrowers would
technically be in default as repayment would only be possible on
demand if the property had already been sold.
The two loans that have a repayment
term have an immaterial lifetime ECL and hence no detailed analysis
of whether those loans has suffered a significant increase in
credit risk has been performed.
(b) Financial liabilities
The Group classifies its financial
liabilities into one of two categories, depending on the purpose
for which the liability was issued and its characteristics.
Although the Group uses derivative financial instruments in
economic hedges of currency and interest rate risk, it does not
hedge account for these transactions.
Unless otherwise indicated, the
carrying amounts of the Group's financial liabilities are a
reasonable approximation of their fair values.
(b) (i) Derivatives at fair value through profit or
loss
This category comprises only
'out-of-the-money' financial derivatives. They are carried in the
balance sheet at fair value with changes in fair value recognised
within profit or loss in the statement of comprehensive income.
Other than derivative financial instruments, the Group does not
have any liabilities held for trading nor has it designated any
other financial liabilities as being at fair value through profit
or loss.
The fair value of the Group's
derivatives is based on the valuations as described in note
25.
(b) (ii) Financial liabilities measured at amortised
cost
Other financial liabilities include
the following items:
· Trade
payables and other short-term monetary liabilities, which are
initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method;
· Bank
borrowings which are initially recognised at fair value net of
attributable transaction costs incurred. Such interest bearing
liabilities are subsequently measured at amortised cost using the
effective interest rate method.
(b) (iii) Derecognition of financial
liabilities
A financial liability (in whole or
in part) is derecognised when the Company or Group has extinguished
its contractual obligations, it expires or is cancelled. Any gain
or loss on derecognition is taken to
profit or loss in the
statement of comprehensive
income.
(c) Share capital
Financial instruments issued by the
Group are treated as equity only to the extent that they do not
meet the definition of a financial liability. The Company's
ordinary shares and class A shares are classified as equity
instruments. For the purposes of the
disclosures given in note 25 (capital risk part) the Group
considers all its share capital, share premium and all other
reserves as equity. The Group is not
subject to any externally imposed capital requirements.
(d) Effective interest rate method
The effective interest rate method
is a method of calculating the amortised cost of a financial asset
or liability and of allocating interest income or expense over the
relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash receipts or payments
(including all fees on points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or
discounts) through the expected life of the financial asset or
liability, or, where appropriate, a shorter period.
2.
(b) Significant accounting estimates and
judgements
The Group makes estimates and
assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed
below.
Estimates and judgements are
continually evaluated and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
(a) Investment property
The Group uses the valuations
carried out by its independent valuers as the fair value of its
investment properties, whenever possible. The valuations are
based upon assumptions including future rental income, anticipated
maintenance costs, future development costs and the appropriate
discount rate. The valuers also make reference to market
evidence of transaction prices for similar properties.
Investment property which is in the course
of construction is carried at cost plus associated costs and this
has been considered by the Directors to represent fair value at the
balance sheet date: upon commencement of construction, valuations
will be carried out by independent valuers.
As at the year ended 31 March
2024, the following valuations have been carried out:
(a) (i) Independent valuations
Independent valuations were
carried out for the following investment properties:
· The
directly owned properties located in Hamburg (Germany), Liverpool
(UK), Lowestoft, Wadebridge and Yardley (Travelodge Hotels in UK)
(notes 13 and 26);
· An
indirectly owned property located in Madrid (Spain), held through
CBRE H2O Rivas Holding NV (note 12).
A sensitivity analysis of these investment
properties' valuations is provided in notes 12 and 26.
(b) Loans advanced - ECLs
The Group has calculated the
lifetime ECLs of the loans advanced using the following three
scenarios:
1. Credit
criteria unchanged or strengthened since inception and expectation
of repayment in full;
2. Credit
criteria weakened since inception but expectation of full
recovery;
3. Credit
criteria significantly weakened and potential for repayment to not
be fully achieved.
The criteria referred to above
incorporate the following:
· Progress of development against plan;
· Borrower's financial position;
· Property market data.
In calculating the recoverable
amounts under the three scenarios, the Directors have taken into
account the available collateral under the loan agreements
including charges over property and other guarantees.
Four loans in the portfolio have entered
receivership: ART is closely working with stakeholders to maximise
capital recovery. The Company has considered the security on these
loans (which are a combination of a first charge and a second
charge over the respective assets and personal guarantees)
and have impaired one loan, which is accounted
for at fair value, by £0.3 million; the Group also
calculated an ECL on the other three loans of approximately £4.1
million; the Group have also provided for an ECL on the remainder
of the loans' portfolio for an additional £1.6 million: in total,
the Group have provided for an ECL of £5.7 million (31 March 2023:
£3.7 million) in its consolidated accounts.
3.
Revenue
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Rental income
|
1,706
|
1,267
|
Service charge income
|
56
|
52
|
Rental
revenue
|
1,762
|
1,319
|
|
|
|
Other income
|
12
|
6
|
Other
revenue
|
12
|
6
|
|
|
|
Total
|
1,774
|
1,325
|
At 31 March 2024, the Group
recognised non recoverable property operating expenditure as
follows:
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Service charge income
|
56
|
52
|
Property operating expenditure
|
(104)
|
(87)
|
Non
recoverable property operating
expenditure
|
(48)
|
(35)
|
The Group recognises rental revenue
from its investment in one residential property located in
Liverpool, UK and four commercial properties: a long leased
industrial facility in Hamburg, Germany, and three Travelodge
Hotels located in Lowestoft, Wadebridge and Yardley in the
UK.
The Hamburg property is leased to Veolia
Umweltservice Nord GmbH, part of the Veolia group, an international
industrial specialist in water, waste and energy management, with a
24-year unexpired lease term. Under the operating lease, the tenant
is responsible for building maintenance and the rent has periodic
inflation linked adjustments.
The Liverpool residential property
is comprised of seven units, six of which are occupied by private
individuals with a six month term contract with one
unit being vacant at 31 March 2024.
The Travelodge Hotels in Lowestoft
(47-bedroom property), in Wadebridge (55-bedroom property) and in
Yardley (64-bedroom property) are leased to Travelodge Hotels on an
17 year, 19 year and 34 unexpired lease term (including landlord extension option), respectively.
At 31 March 2024, the Group had
contracted with its tenants for the following future minimum lease
payments:
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Within one year
|
1,808
|
1,407
|
Year two
|
1,802
|
1,404
|
Year three
|
1,802
|
1,404
|
Year four
|
1,802
|
1,404
|
Year five
|
1,802
|
1,404
|
After five years
|
17,257
|
16,188
|
Total
|
26,273
|
23,211
|
4.
Other administration costs
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Auditors' remuneration for audit
services
|
176
|
107
|
Accounting and administrative fees
|
429
|
334
|
Non-executive directors' fees
|
170
|
175
|
Other professional fees
|
308
|
327
|
Total
|
1,083
|
943
|
5.
Finance income
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Bank interest receivable
|
220
|
255
|
Income from UK Treasury Bonds and
Bills
|
816
|
-
|
Income from Morgan Stanley Sterling Liquidity
Fund
|
169
|
-
|
Total
|
1,205
|
255
|
6.
Finance costs
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Interest on bank borrowings
|
202
|
201
|
Foreign exchange loss
|
24
|
201
|
Total
|
226
|
402
|
The above finance costs arise on
financial liabilities measured at amortised cost using the
effective interest rate method. No other losses have been
recognised in respect of financial liabilities at amortised cost
other than those disclosed above.
7.
Taxation
(a)
Parent Company
The Parent Company is exempt from
Guernsey taxation on income derived outside of Guernsey and bank
interest earned in Guernsey. A fixed annual fee of £1,200 was
payable to the States of Guernsey in respect of this exemption for
the calendar year 2023 (a fee of £1,600 was paid post year end for
the calendar year 2024). No charge to Guernsey taxation
arises on capital gains. The Group is liable to foreign tax arising
on activities in its overseas subsidiaries. The Company has
investments, subsidiaries and joint venture operations in
Luxembourg, the United Kingdom, Germany, the Netherlands, Spain and
Cyprus.
(b) Group
The Group's tax expense for the
year comprises:
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Deferred tax
|
(36)
|
74
|
Current tax
|
110
|
130
|
Tax
Expense
|
(74)
|
204
|
The charge for the year can be reconciled to
the profit per the consolidated statement of comprehensive income
as follows:
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Tax expense
reconciliation
|
|
|
(Loss)/profit before taxation
|
(855)
|
835
|
Less: income not taxable
|
(21,864)
|
(11,660)
|
Add: expenditure not deductible
|
21,879
|
11,185
|
Un-provided deferred tax asset
movement
|
1,387
|
284
|
Total
|
547
|
644
|
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Analysed as
arising from
|
|
|
Cyprus entities
|
-
|
226
|
Dutch entity
|
92
|
73
|
Luxembourg entities
|
143
|
243
|
German investment
|
312
|
102
|
UK investments
|
-
|
-
|
Total
|
547
|
644
|
Tax at domestic rates applicable
to profits in the countries concerned is as follows:
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Cypriot taxation at 12.50%
|
-
|
28
|
Dutch taxation at 20%
|
18
|
15
|
Luxembourg entities at an average rate of
29.22%
|
42
|
71
|
German taxation at
15.825%
|
50
|
16
|
UK taxation at 25%
|
-
|
-
|
Total
|
110
|
130
|
The tax liability for the Group at
year end can be analysed as follows:
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Cyprus entities
|
-
|
-
|
Dutch entity
|
3
|
4
|
Luxembourg entities
|
25
|
23
|
German investment
|
28
|
7
|
UK investments
|
-
|
-
|
Total
|
56
|
34
|
|
(c) Deferred taxation
The following is the deferred tax
recognised by the Group and movements thereon:
|
Revaluation of Investment
Property
£'000
|
Accelerated tax depreciation
£'000
|
Tax Losses
£'000
|
Other temporary
differences
£'000
|
Total
£'000
|
At 31 March
2022
|
265
|
-
|
(336)
|
336
|
265
|
Release to income
|
84
|
-
|
(19)
|
19
|
84
|
At 31 March
2023
|
349
|
-
|
(355)
|
355
|
349
|
Release to income
|
(45)
|
-
|
(65)
|
65
|
(45)
|
At 31 March
2024
|
304
|
-
|
(420)
|
420
|
304
|
Certain deferred tax assets and
liabilities have been offset. The following is the analysis of the
deferred tax balances (after offset) for financial reporting
purposes available for offset against future profits.
|
2024
£'000
|
2023
£'000
|
Deferred tax liabilities
|
724
|
704
|
Deferred tax assets
|
(420)
|
(355)
|
Total
|
304
|
349
|
At the balance sheet date the
Group has unused tax losses of £1.4 million (2024: £0.9
million). Due to the unpredictability of
future taxable profits, the Directors believe it is not prudent to
recognise a deferred tax asset for the unused tax losses at the
year end.
Unused tax losses in Luxembourg,
Spain, Germany and the United Kingdom can be carried forward
indefinitely. Unused tax losses in the Netherlands can be carried
forward for nine years. Unused tax losses in Cyprus can be carried
forward for five years.
A deferred tax liability has been
provided for in relation to the Hamburg investment property in
Germany.
8.
Dividends
Dividend reference period
|
Shares
|
Dividend
|
Paid
|
Date of
payment
|
'000
|
per
share
|
£
|
|
Quarter ended 31 December
2022
|
5,299
|
1.0p
|
52,990
|
6 April
2023
|
Quarter ended 31 March
2023
|
5,257
|
1.0p
|
52,570
|
28 July
2023
|
Quarter ended 30 June
2023
|
5,037
|
1.0p
|
50,368
|
27
October 2023
|
Quarter ended 30 September
2023
|
4,983
|
1.0p
|
49,834
|
24
January 2024
|
Total
|
|
|
205,762
|
|
On 12 April 2024, the Company paid
a dividend for the quarter ended 31 December 2023 of £49,236 (1.0p
per share).
The Company will pay a dividend for
the quarter ended 31 March 2024 on 26 July 2024.
In accordance with IAS 10, the
dividends for quarters ended 31 December 2023 and 31 March 2024
have not been included in these financial statements as the
dividends were declared or paid after the year end. The current
intention of the Directors is to pay a dividend
quarterly.
Scrip dividend alternative
In the circular published on 18
December 2018, the Company sought shareholders' approval to enable
a scrip dividend alternative to be offered to ordinary shareholders
whereby they could elect to receive additional ordinary shares in
lieu of a cash dividend, at the absolute discretion of the
Directors, from time to time. This was approved by shareholders at
the extraordinary general meeting on 8 January 2019.
The number of ordinary shares that
an ordinary shareholder will receive under the scrip dividend
alternative will be calculated using the average of the closing
middle market quotations of an ordinary share for five consecutive
dealing days after the day on which the ordinary shares are first
quoted "ex" the relevant dividend.
During the year, the Board elected
to offer the scrip dividend alternative to shareholders for every
quarterly dividend, which resulted in the issue of 1,680,091 new
ordinary shares. These shares are rank pari passu in all respects
with the Company's existing issued ordinary shares.
The Board also elected to offer the
scrip dividend alternative to shareholders for the dividend for the
quarter ended 31 December 2023: elections were received in respect
of 54,457,721 shares of the Company, which has resulted in the
issue of 437,407 new ordinary shares in April 2024. These shares
have been issued at a price of 124.5 pence each and were rank pari
passu in all respects with the Company's existing issued ordinary
shares. These new shares have been admitted to trading on the SFS
of the LSE on 12 April 2024.
9.
Earnings per share
The calculation of the basic,
diluted and adjusted earnings per share is based on the following
data:
|
Year
ended
31 March
2024
|
Year
ended
31 March
2023
|
|
Ordinary
share
|
Ordinary
share
|
(Losses)/earnings per statement of
comprehensive income (£'000)
|
(929)
|
631
|
Basic and diluted (losses)/earnings
pence per share
|
(1.6)
|
1.1
|
|
|
|
(Losses)/earnings per statement of
comprehensive income (£'000)
|
(929)
|
631
|
Net change in the revaluation of investment
properties
|
1,419
|
548
|
Movement in fair value of
investments
|
161
|
1,338
|
Movement in fair value of foreign exchange
forward contract
|
(450)
|
259
|
Net change in the revaluation of the joint
ventures' investment property
|
4,141
|
569
|
Expected credit losses
|
1,711
|
881
|
Deferred tax
|
(36)
|
74
|
Foreign exchange (gain)/loss
|
24
|
201
|
Adjusted
earnings
|
6,041
|
4,501
|
Adjusted
earnings (pence per share)
|
10.3
|
7.7
|
|
|
|
Weighted
average number of shares ('000s)
|
58,626
|
58,606
|
The adjusted earnings are presented
to provide what the Board believes is a more appropriate assessment
of the operational income accruing to the Group's activities.
Hence, the Group adjusts basic earnings for income and costs which
are not of a recurrent nature or which may be more of a capital
nature.
10. Net asset value per share
|
31 March 2024
|
31 March 2023
|
Net asset value (£'000)
|
123,106
|
125,067
|
Net asset value per ordinary
share
|
207.3p
|
216.8p
|
|
|
|
Total number of shares
('000s)
|
59,381
|
57,701
|
11. Investment in subsidiary undertakings
A list of the significant
investments in subsidiaries as at 31 March 2024, including the
name, country of incorporation and the proportion of ownership
interest is given below.
Name of
subsidiary undertaking
|
Class of shares/units
|
% of class held with voting
rights
|
Country of
incorporation
|
Principal
activity
|
Luxco 111 SARL
|
Ordinary
shares
|
100
|
Luxembourg
|
Holding
Company
|
Skyred International SARL
|
Ordinary
shares
|
100
|
Luxembourg
|
Holding
Company
|
KMS Holding NV
|
Ordinary
shares
|
100
|
Netherlands
|
Holding
Company
|
ART Germany 1 Ltd
|
Ordinary
shares
|
100
|
Guernsey
|
Property
Company
|
Realhousingco Ltd
|
Ordinary
shares
|
100
|
United
Kingdom
|
Property
Company
|
ART Income Holdco Ltd
|
Ordinary
shares
|
100
|
United
Kingdom
|
Property
Company
|
ART Lowestoft Ltd
|
Ordinary
shares
|
100
|
United
Kingdom
|
Property
Company
|
ART Wadebridge Ltd
|
Ordinary
shares
|
100
|
United
Kingdom
|
Property
Company
|
ART Southampton Ltd
|
Ordinary
shares
|
100
|
United
Kingdom
|
Property
Company
|
Post year end, the Group completed
the liquidation for the non-significant Cypriot structure
comprising Alpha Tiger Cyprus Holdings Limited, Alpha Tiger Cyprus
Investments No. 2 Limited and Alpha Tiger Cyprus Investments No. 3
Limited.
12. Investment in joint venture
The movement in the Group's share
of net assets of the joint ventures can be summarised as
follows:
|
H2O
|
H2O
|
SPHL
|
Total
|
|
31 March 2024
£'000
|
31 March 2023
£'000
|
31 March 2023
£'000
|
31 March 2023
£'000
|
As at 1
April
|
17,654
|
17,075
|
118
|
17,193
|
Group's share of joint venture profits before
fair value movements and dividends
|
443
|
1,012
|
-
|
1,012
|
Fair value adjustment for investment property
and interest rate cap
|
(4,141)
|
(569)
|
-
|
(569)
|
Dividends paid by joint venture to the
Group
|
(871)
|
(582)
|
-
|
(582)
|
Capital return
|
-
|
-
|
(118)
|
(118)
|
Foreign exchange
movements
|
(455)
|
718
|
-
|
718
|
As at 31
March
|
12,630
|
17,654
|
-
|
17,654
|
As at 31 March 2024, the Group had
an investment in the H2O shopping centre in Madrid, Spain: the
Group held a 30% equity investment in CBRE H2O Rivas Holding NV
('CBRE H2O'), a company based in the Netherlands, which in turn
owned 100% of the Spanish entities that are owners of H2O. CBRE H2O
is a Euro denominated company hence the Group translates its share
of this investment at the relevant year end exchange rate with
movements in the period translated at the average rate for the
period. As at 31 March 2024, the carrying value of ART's investment
in CBRE H2O was £12.6 million (€14.8 million) (31 March 2023: £17.7
million (€20.1 million)).
CBRE H2O disposed of its Spanish subsidiaries
for €48.4 million (£41.4 million): the price was based on the 31
December 2023 accounts of the Spanish subsidiaries and will be
adjusted for the 3 April 2024 accounts (the adjustment is estimated
to be immaterial for CBRE H2O). In April 2024, ART received €14.7
million as dividend and capital return from CBRE H2O.
Foreign exchange movement is
recognised in other comprehensive income.
The investment in
CBRE H2O is deemed to be significant and material
for the Group; its financial information can be summarised as follows:
|
H2O
|
H2O
|
Statement of
comprehensive income
|
Year ended
31 March 2024
£'000
|
Year ended
31 March 2023
£'000
|
Revenue
|
10.152
|
10,546
|
Change in the revaluation of investment
property
|
(12,700)
|
(1,895)
|
Total
(expense)/income
|
(2,548)
|
8,651
|
Operating expenses
|
(5,929)
|
(4,938)
|
Operating
(loss)/profit
|
(8,477)
|
3,713
|
Finance costs
|
(3,295)
|
(1,730)
|
(Loss)/profit before
taxation
|
(11,772)
|
1,983
|
Taxation
|
80
|
(508)
|
(Loss)/profit for the period
|
(11,692)
|
1,475
|
Other comprehensive income/(expense)
|
-
|
-
|
Total
comprehensive (expense)/income
|
(11,692)
|
1,475
|
|
H2O
|
H2O
|
Balance
sheet
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Investment property
|
94,600
|
104,943
|
Non-current
assets
|
94,600
|
104,943
|
|
|
|
Trade debtors
|
1,433
|
2,160
|
Other debtors
|
495
|
418
|
Cash
|
4,695
|
10,787
|
Current
assets
|
6,623
|
13,365
|
|
|
|
Trade and other payables
|
(5,578)
|
(4,185)
|
Bank borrowings
|
(270)
|
(283)
|
Current liabilities
|
(5,848)
|
(4,468)
|
|
|
|
Bank borrowings
|
(52,639)
|
(54,994)
|
Non-current liabilities
|
(52,639)
|
(54,994)
|
|
|
|
Net assets
|
42,736
|
58,846
|
|
|
|
Equity
|
51,728
|
51,728
|
Capital and revenue
reserve
|
(8,992)
|
7,118
|
Total equity
|
42,736
|
58,846
|
The fair value of the H2O property
in Madrid (Spain) of €111.0 million (£94.9 million) was set as part
of the share price agreed by CBRE H2O with
the buyer of the joint venture's Spanish subsidiaries
(31 March 2023: €119.3 million (£104.9 million)
based on an independent valuation carried out by Savills
Aguirre Newman Valoraciones y Tasaciones S.A.).
The CBRE
H2O group bank borrowings represent the €61.6 million (£52.6 million) provided by Aareal Bank to Alpha
Tiger Spain 1, SLU less the balance of unamortised deferred finance
costs of €0.2 million (£0.1 million). This loan carries an interest rate of EURIBOR (hedged by an interest
rate cap to a strike rate of 2.5%) plus 190 basis points, matures
in May 2029 and is secured by a first charge mortgage against the
Spanish property. The borrowings are non-recourse to the Group's
other investments.
13. Investment property
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Fair value of investment
property at 1
April
|
23,496
|
15,984
|
Additions
|
5,118
|
7,407
|
Fair value adjustment in the
year
|
(1,419)
|
(548)
|
Foreign exchange
movement
|
(455)
|
653
|
Fair value of investment property at
31 March
|
26,740
|
23,496
|
Investment property is represented
by a property located in Hamburg (Werner-Siemens-Straße), Germany,
a residential property located in Liverpool, UK and three hotels
located in the UK.
The fair value of the Hamburg
property of €18.0 million (£15.4 million) (31 March 2023: €18.5
million (£16.3 million)) has been arrived at on the basis of an
independent valuation carried out at the balance sheet date by
Cushman & Wakefield ('C&W') (note 26).
On 23 August 2023, the Group
acquired a further UK hotel located in Yardley, Birmingham, leased
to Travelodge Hotels Limited, the United Kingdom's largest
independent hotel brand, for £4.8 million plus acquisition costs of
£0.3 million.
Each of these three investment
property is held by a separate UK limited company, all 100% held by
a holding company, ART Income Holdco Limited, which in turn is 100%
held by ART.
The fair values of the three UK
hotels have been arrived at on the basis of an independent
valuation carried out at the balance sheet date by C&W and were
as follows, by location:
· Wadebridge £3.3 million (31 March 2023: £3.8
million)
· Lowestoft £2.7 million (31 March 2023: £2.8
million)
· Yardley £4.8 million.
The fair value of the Liverpool
residential property of £0.6 million (31 March 2023: £0.6 million)
has been arrived at on the basis of an independent valuation
carried out at the balance sheet date by ASL Chartered Surveyors
& Valuers ('ASL').
C&W and ASL are independent
valuers and are not connected to the Group.
The valuation basis used is fair
value as defined by the Royal Institution of Chartered Surveyors
Appraisal and Valuations Standards ("RICS"). The approved RICS
definition of fair value is "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".
Foreign exchange movement is
recognised in other comprehensive income.
14. Cash and cash equivalents
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Morgan Stanley Sterling Liquidity
Fund
|
10,000
|
-
|
Cash at bank
|
7,221
|
18,455
|
Total
|
17,221
|
18,455
|
During the year, the Company
invested £10.0 million in the Morgan Stanley Sterling Liquidity
Fund, which invests in high quality short-term money market
instruments denominated in sterling, offers same day liquidity and
earns an annualised return, net of Morgan Stanley's fees, of
5.2%.
15. Investments held at fair value
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Current
|
|
|
As
at 1 April
|
18,310
|
10,990
|
Additions
|
26,414
|
13,948
|
Redemptions
|
(21,454)
|
(5,290)
|
Accrued income on UK Treasury Bonds and
Bills
|
566
|
-
|
Movement in fair value of
investments
|
(161)
|
(1,338)
|
As at 31
March
|
23,675
|
18,310
|
The investments, which are
disclosed as current investments held at fair value, are as
follows:
· Sequoia Economic Infrastructure Income Fund Limited ('SEQI'),
a listed fund: the market value of SEQI as at 31 March 2024 was
£2.3 million (31 March 2023: £2.2
million);
· GCP
Infrastructure Investments Limited ('GCP') a listed fund: the
market value of GCP as at 31 March 2024 was £0.9 million
(31 March 2023: £1.1 million);
· GCP
Asset Backed Income Fund Limited ('GABI'): the market value of GABI
as at 31 March 2024 was £1.0 million (31
March 2023: £1.0 million);
· During the year, ART invested £19.3 million in UK Treasury
Bonds: the market value of UK Treasury Bonds as at 31 March 2024
was £19.5 million;
· In
September 2023, ART invested £7.1 million in UK Treasury Bills,
which matured in March 2024, generating proceeds for ART of £7.3
million.
· HLP
(participating redeemable preference shares): HLP provides
quarterly valuations of the net asset value of its shares; the net
asset value of the investment as at 31 March 2024 was nil (31 March
2023: nil).
During the year, one investment in
UK Treasury Bonds and one investment in UK Treasury Bills came to
maturity and generated proceeds for ART of £7.0 million (market
value at 31 March 2023: £7.0 million) and £7.1 million (market
value at 31 March 2023: £7.0 million), respectively.
ART also received payments of
coupon interests on UK Treasury Bonds amounting to £0.2
million.
16. Loans advanced
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Non-current
|
|
|
Loans granted to third parties
|
15,834
|
15,530
|
Interest receivable from loans granted to third
parties
|
205
|
521
|
Total loans at
amortised cost
|
16,039
|
16,051
|
Loans at fair value through profit or
loss
|
-
|
-
|
Total
non-current loans
|
16,039
|
16,051
|
|
|
|
Current
|
|
|
Loans granted to third parties
|
32,304
|
40,187
|
Interest receivable from loans granted to third
parties
|
3,350
|
2,279
|
Total loans at
amortised cost
|
35,654
|
42,466
|
Loans at fair value through profit or
loss
|
426
|
604
|
Expected credit losses
|
(5,673)
|
(3,685)
|
Total current
loans
|
30,407
|
39,385
|
As at 31 March 2024, the Group had
granted a total of £46.4 million (31 March 2023: £55.4 million) of
senior and mezzanine loans to third parties. These comprised
thirteen loans to UK entities, which assisted with the purchase of
property developments, predominantly residential, in the UK. These
facilities typically range from a 6 to 36 month term and entitle
the Group to a weighted average overall return on the investment of
17.3% for mezzanine loans and 10.3% for senior loans.
All senior and mezzanine loans
granted by the Group are secured asset backed real estate loans.
Senior loans have a first charge security and mezzanine loans have
a second charge security on the property developments.
Loans at fair value through profit
or loss represents loans that failed the 'solely payment of
principal and interest' criteria of IFRS 9 to be measured at
amortised cost: this is due to a loan facility agreement's clause
that links those loans to a return other than
interest.
Movement in expected credit losses
can be summarised as follows:
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Opening
balance of ECL
|
(3,685)
|
(2,572)
|
Movement for the year (revenue)
|
(277)
|
(232)
|
Movement for the year (capital)
|
(1,711)
|
(881)
|
Closing
balance of ECL
|
(5,673)
|
(3,685)
|
The ECL table above includes general ECL on all
loans in the period along with specific provision for those in
receivership.
Four loans totalling £8.1 million (31 March
2023: three loans totalling £6.8 million) in the portfolio have
entered receivership: ART is closely working with stakeholders to
maximise capital recovery. The Company has considered the security
on these loans (which are a combination of a first charge and a
second charge over the respective assets and personal
guarantees) and have impaired one loan,
which is accounted for at fair value, by £0.3 million;
the Group also calculated an ECL on the other three loans of
approximately £4.1 million (31 March 2023: £2.9 million); the Group
have also provided for an ECL on the remainder of the loans'
portfolio for an additional £1.6 million (31 March 2023: £0.8
million): in total, the Group have provided for an ECL of £5.7
million (31 March 2023: £3.7 million) in its consolidated
accounts.
Loans maturity of the total £46.4 million
loans granted by the Group at year end, can be analysed as
follows:
|
Less than
6 months
£'m
|
Between 6
to 12 months
£'m
|
Between
12 to 24 months £'m
|
Over 24
months
£'m
|
Total
£'m
|
Non-current
|
-
|
-
|
8,863
|
7,176
|
16,039
|
Current
|
25,555
|
4,852
|
-
|
-
|
30,407
|
Despite all of the loans having a
set repayment term all but two of the loans have a repayable on
demand feature so the Group may call for an early repayment of
their principal, interest and applicable fees at any
time.
Considering the 'on demand' clause,
the Group concluded that the loans are in stage 3 of the IFRS 9
model as should the loans be called on demand the borrowers would
technically be in default as repayment would only be possible on
demand if the property had already been sold.
The two loans without a repayable
on demand clause amount to £8.9 million and £7.2 million and mature
in April 2025 and February 2029, respectively; both loans remain in
stage 1 of the IFRS 9 model. These two loans have an immaterial
lifetime ECL and hence no detailed analysis of whether those loans
has suffered a significant increase in credit risk has been
performed.
As at 31 March 2024, ART's total
undrawn loan commitments amounted to £1.0 million.
Post year end, no new loans were
drawn but additional drawdowns of £0.9 million were made on
existing loans and part loan repayments were received amounting to
£0.7 million (including accrued interest).
17. Collateral deposit
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Collateral deposit
|
1,156
|
1,143
|
The collateral deposit of £1.1
million (31 March 2023: £1.1 million) is a cash deposit with
Barclays Bank PLC ('Barclays') in Guernsey in relation to the
foreign exchange forward contract entered into by the Group at year
end: this cash has been placed on deposit to match the maturity of
the contract.
18. Trade and other receivables
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Current
|
|
|
Trade debtors
|
8
|
295
|
Other debtors
|
4,492
|
119
|
Total
|
4,500
|
414
|
The balance of other debtors as at
31 March 2024 comprises £4.3 million held in escrow for one loan
repayment: this amount was received in early April 2024 by the
Group.
The Directors consider that the
carrying amount of trade and other receivables approximates to
their fair value. See note 2(a)(a)(iii) 'financial instruments' for
more details.
19. Trade and other payables
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Trade creditors
|
35
|
51
|
Deferred revenue
|
220
|
106
|
Investment Manager's fee
payable
|
589
|
589
|
Accruals
|
231
|
229
|
VAT
|
30
|
5
|
Other creditors
|
40
|
6
|
Total
|
1,145
|
986
|
Trade creditors and accruals
primarily comprise amounts outstanding for trade purchases and
ongoing costs. The Group has financial management policies in place
to ensure that all payables are paid within the credit time
frame.
The Directors consider that the
carrying amount of trade and other payables approximates to their
fair value.
20. Bank borrowings
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Current liabilities: interest
payable
|
31
|
30
|
Total current
liabilities
|
31
|
30
|
Non-current liabilities: bank
borrowings
|
8,053
|
8,271
|
Total
liabilities
|
8,084
|
8,301
|
|
|
|
The
borrowings are repayable as follows:
|
|
|
Interest payable
|
31
|
30
|
On demand or within one
year
|
-
|
-
|
In the second to fifth years
inclusive
|
8,053
|
-
|
After five years
|
-
|
8,271
|
Total
|
8,084
|
8,301
|
Movements in the Group's bank
borrowings are analysed as follows:
|
31 March 2024
£'000
|
31 March 2023
£'000
|
As at 1
April
|
8,271
|
7,921
|
Amortisation of deferred finance
costs
|
15
|
15
|
Foreign exchange
movement
|
(233)
|
335
|
As at 31
March
|
8,053
|
8,271
|
As at 31 March 2024, bank
borrowings represent the Nord LB (a German bank) loan for €9.5
million (£8.1 million) (31 March 2023: €9.5 million (£8.4
million)), less unamortised deferred finance costs (£0.1 million):
this loan was used to partly fund the acquisition of the investment
property in Hamburg (Werner-Siemens-Straße), Germany. This loan is
composed of two tranches of €4.9 million and €4.6 million, which
bear a 1.85% and 2.7% fixed rate respectively and that are due to
mature in August 2028.
The borrowings are non-recourse to
ART and the facility carries no financial covenant tests. The fair
value of bank borrowings at the balance sheet date is €7.9 million
(£6.7 million).
Foreign exchange movement is
recognised in other comprehensive income/(expense).
The tables below set out an analysis
of net liabilities from financing activities and the movements in
net liabilities from financing activities for the year ended 31
March 2024 and prior year.
|
Foreign exchange
forward
£'000
|
Borrowings
£'000
|
Total
£'000
|
Net
liabilities from financing activities
as at 1 April
2023
|
(171)
|
(8,271)
|
(8,442)
|
Cash movements
|
48
|
-
|
48
|
Non cash
movements
|
|
|
|
Foreign exchange adjustments
|
-
|
233
|
233
|
Unrealised gain on foreign exchange forward
contract
|
450
|
-
|
450
|
Loan fee amortisation and other
costs
|
-
|
(15)
|
(15)
|
Net
liabilities from financing activities
as at 31 March
2024
|
327
|
(8,053)
|
(7,726)
|
|
Foreign exchange
forward
£'000
|
Borrowings
£'000
|
Total
£'000
|
Net
liabilities from financing activities
as at 1 April
2022
|
88
|
(7,921)
|
(7,833)
|
Cash movements
|
(47)
|
-
|
(47)
|
Non cash
movements
|
|
|
|
Foreign exchange adjustments
|
-
|
(335)
|
(335)
|
Unrealised gain on foreign exchange forward
contract
|
(212)
|
-
|
(212)
|
Loan fee amortisation and other
costs
|
-
|
(15)
|
(15)
|
Net
liabilities from financing activities
as at 31 March
2023
|
(171)
|
(8,271)
|
(8,442)
|
21. Share capital
|
|
|
Number of shares
|
Authorised
|
|
|
|
Ordinary shares of no par value
|
|
|
Unlimited
|
|
|
|
|
|
Ordinary
|
Ordinary
|
Ordinary
|
Issued and
fully paid
|
treasury
|
external
|
total
|
At 1 April
2022
|
2,252,065
|
61,685,086
|
63,937,151
|
Share issue for scrip dividend
|
-
|
1,481,479
|
1,481,479
|
Shares bought back
|
5,465,516
|
(5,465,516)
|
-
|
At 1 April
2023
|
7,717,581
|
57,701,049
|
65,418,630
|
Share issue for scrip dividend
|
-
|
1,680,091
|
1,680,091
|
Shares bought back
|
-
|
-
|
-
|
At 31 March
2024
|
7,717,581
|
59,381,140
|
67,098,721
|
The Company has one class of
ordinary shares. The Company has the right
to reissue or cancel the remaining treasury shares at a later
date.
Following the Annual General Meeting held on 7
September 2023 the Company has the authority to buy back 14.99% of
its share capital (assessed on 29 June 2023) for a total of
8,709,579 shares. No shares have been yet bought back under this
authority.
During the period and post period end, the
Company did not purchase any shares in the market.
As at 31 March 2024, the ordinary share capital
of the Company was 67,098,721 (including 7,717,581 ordinary shares
held in treasury) and the total voting rights in the Company was
59,381,140.
Scrip dividend alternative
In the circular published on 18
December 2018, the Company sought shareholders' approval to enable
a scrip dividend alternative to be offered to ordinary shareholders
whereby they could elect to receive additional ordinary shares in
lieu of a cash dividend, at the absolute discretion of the
Directors, from time to time. This was approved by shareholders at
the extraordinary general meeting on 8 January 2019.
The number of ordinary shares that
an ordinary shareholder will receive under the scrip dividend
alternative will be calculated using the average of the closing
middle market quotations of an ordinary share for five consecutive
dealing days after the day on which the ordinary shares are first
quoted "ex" the relevant dividend.
During the year, the Board elected
to offer the scrip dividend alternative to shareholders for every
quarterly dividend, which resulted in the issue of 1,680,091 new
ordinary shares. These shares are rank pari passu in all respects
with the Company's existing issued ordinary shares.
The Board also elected to offer the
scrip dividend alternative to shareholders for the dividend for the
quarter ended 31 December 2023: elections were received in respect
of 54,457,721 shares of the Company, which has resulted in the
issue of 437,407 new ordinary shares in April 2024. These shares
have been issued at a price of 124.5 pence each and were rank pari
passu in all respects with the Company's existing issued ordinary
shares. These new shares have been admitted to trading on the SFS
of the LSE on 12 April 2024.
Post period end, the Company made
no share buybacks.
As at the date of this announcement, the
ordinary share capital of the Company is 67,536,128 (including
7,717,581 ordinary shares held in treasury) and the total voting
rights in the Company is 59,818,547.
22. Reserves
The movements in the reserves for
the Group are shown above.
Special reserve
The special reserve is a
distributable reserve to be used for all purposes permitted under
Guernsey company law, including the buy-back of shares and payment
of dividends.
Translation reserve
The translation reserve contains
exchange differences arising on consolidation of the Group's
overseas operations. These amounts may be subsequently reclassified
to profit or loss.
Capital reserve
The capital reserve contains
increases and decreases in the fair value of the Group's investment
property, gains and losses on the disposal of property, gains and
losses arising from indirect property investment at fair value
together with expenses allocated to capital.
Revenue reserve
Any surplus arising from net profit
after tax is taken to this reserve, which may be utilised for the
buy-back of shares and payment of dividends.
23. Events after the balance sheet date
On 3 April 2024, ART and its joint venture
partner in CBRE H2O disposed of the joint venture's Spanish
subsidiaries, owners of the H2O Shopping Centre in Madrid,
Spain, for €48.4 million (£41.4 million): the price
was based on the 31 December 2023 accounts of the Spanish
subsidiaries and will be adjusted for the 3 April 2024 accounts
(the adjustment is estimated to be immaterial for CBRE H2O). In
April 2024, ART received €14.7 million as dividend and capital
return from CBRE H2O.
On 16 April 2024, the Company
invested £6.5 million in a short dated UK Treasury Bill and, on 21
May 2024, £10.0 million in Gilts with maturity 30 January 2026 and
an annualised yield to maturity of 4.3%.
Post year end, no new loans were drawn but
additional drawdowns of £0.9 million were made on existing loans
and part loan repayments were received amounting to £0.7 million
(including accrued interest).
In April 2024, scrip dividend alternative
elections were received in respect of 54,457,721 shares of the
Company, which has resulted in the issue of 437,407 new ordinary
shares.
On 12 April 2024, the Company paid
a dividend for the quarter ended 31 December 2023 of £49,236 (1.0p
per share).
24. Related party transactions
Parties are considered to be related
if one party has the ability to control the other party or exercise
significant influence over the other party in making financial or
operational decisions. ARC is the Investment Manager to the Company
under the terms of the Investment Manager Agreement and is thus
considered a related party of the Company. The management agreement with the Investment Manager will
expire on 21 December 2027.
The Investment Manager is entitled
to receive a fee from the Company at an annual rate of 2 per cent
of the net assets of the Company, payable quarterly in arrears.
During the year a total of £2.3 million (31 March 2023: £2.4
million), net of rebates, was billed by ARC to ART. As at 31 March
2024, a total of £0.6 million (31 March 2023: £0.6 million) was
outstanding.
The Investment Manager is also
entitled to receive an annual performance fee calculated with
reference to total shareholder return ("TSR"), whereby the fee is
20 per cent of any excess over an annualised TSR of 15 per cent
subject to a rolling 3 year high water mark. As at 31 March 2024,
no performance fee was due to ARC (31 March 2023: nil).
Prior to the 70% disposal of the H2O
property, ARC had a management agreement directly with the H2O
property company, Alpha Tiger Spain 1, SLU ('ATS1') under which it
earned a fee of 0.9% per annum based upon the gross assets of ATS1.
In order to avoid double counting of fees, ARC provided a rebate to
the Company of a proportion of its fee equivalent to the value of
the Group's net asset value attributable to the H2O investment.
Subsequent to the sale of ATS1 to CBRE H2O Rivas Holding NV ('CBRE
H2O'), ARC has been appointed as Asset Manager to ATS1 and
Investment Manager to CBRE H2O. ARC has agreed to rebate to ART all
of the fees charged by ARC directly to CBRE H2O and ATS1 that
relate to the Company's 30% share in CBRE H2O.
Total rebates for the year were £0.5
million (31 March 2023: £0.5 million).
Details of the Investment Manager's
fees for the year are disclosed on the face of the consolidated
statement of comprehensive income and the balance payable at 31
March 2024 is provided in note 19.
Alpha Global Property Securities
Fund Pte. Ltd, a company registered in
Singapore, owned directly by the partners of ARC, held 26,000,909
shares in the Company at 31 March 2024 (31 March 2023:
25,060,728). ARC did not hold any shares in
the Company at 31 March 2024 (31 March 2023: nil).
The following, being partners of
ARC, have interests in the following shares of the Company at 31
March 2023:
|
31 March
2024
Number of shares
held
|
31 March
2023
Number of shares
held
|
Brian Frith
|
-
|
-
|
Phillip Rose
|
1,031,935
|
978,999
|
Brad Bauman
|
61,478
|
60,092
|
Post year end, Phillip Rose and
Brad Bauman increased their shareholdings in ART to 1,039,179 and
61,971 ordinary shares, respectively.
Details of the Directors' fees and
share interests in the Company are included in the Directors
Report.
Karl Devon-Lowe, a partner of ARC,
received fees of £5,000 (31 March 2023: £5,000) in relation to
directorial responsibilities on a number of the Company's
subsidiary companies.
During the year, a total of
£96,300 (31 March 2023: £96,300) was billed by Ocorian
Administration (Guernsey) Limited to ART and £20,800 was
outstanding at year end (31 March 2023: £14,400).
25. Financial instruments risk exposure and
management
There have been no substantive
changes in the Group's exposure to financial instrument risks, its
objectives, policies and processes for managing those risks or the
methods used to measure them from previous periods unless otherwise
stated in this note.
Principal financial instruments
The principal financial instruments
used by the Group from which financial instrument risk arises, are
as follows:
|
|
Financial assets and liabilities
carrying value
|
|
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Financial
assets at fair value through profit or loss
|
|
|
|
Investments held at fair value
|
|
23,675
|
18,310
|
Foreign exchange forward contract
|
|
327
|
-
|
Loans advanced
|
|
426
|
604
|
Total
financial assets at fair value through profit or
loss
|
|
24,428
|
18,914
|
|
|
|
|
Financial
assets at amortised cost
|
|
|
|
Loans advanced
|
|
51,693
|
58,517
|
Expected credit losses
|
|
(5,673)
|
(3,685)
|
Collateral deposit
|
|
1,156
|
1,143
|
Trade and other receivables
|
|
4,500
|
414
|
Cash and cash equivalents
|
|
17,221
|
18,455
|
Total loans
and receivables
|
|
68,897
|
74,844
|
Total
financial assets
|
|
93,325
|
93,758
|
|
|
|
|
Financial
liabilities at fair value through profit or loss
|
|
|
|
Foreign exchange forward contract
|
|
-
|
(171)
|
Financial
liabilities at amortised cost
|
|
|
|
Trade and other payables (excluding VAT and
deferred revenue)
|
|
(895)
|
(874)
|
Bank borrowings
|
|
(8,084)
|
(8,301)
|
Total
financial liabilities
|
|
(8,979)
|
(9,346)
|
Net changes in realised and
unrealised gains or losses on financial instruments at fair value
through profit or loss can be summarised as follows:
|
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Unrealised
gains and losses on financial assets and liabilities held at fair
value through profit or loss
|
|
|
|
Unrealised gain/(loss) on foreign exchange
forward contract
|
|
498
|
(212)
|
Movement in fair value of
investments
|
|
(161)
|
(1,338)
|
Movement in fair value of loans
advanced
|
|
(249)
|
109
|
Realised gains
and losses on financial assets and liabilities held at fair value
through profit or loss
|
|
|
|
Realised loss on foreign exchange forward
contract
|
|
(48)
|
(47)
|
Dividend received from investments held at fair
value
|
|
374
|
361
|
Distributed investment income
|
|
-
|
58
|
Net
gains/(losses) on financial assets and liabilities held
at fair value through profit or loss
|
|
414
|
(1,069)
|
Net interest income can be
summarised as follows:
|
|
31 March 2024
£'000
|
31 March 2023
£'000
|
Bank interest receivable
|
|
220
|
255
|
Interest receivable on loans granted to third
parties
|
|
6,596
|
5,328
|
Expected credit losses
|
|
(277)
|
(232)
|
Interest on bank borrowings
|
|
(202)
|
(201)
|
Net interest
income
|
|
6,337
|
5,150
|
General objectives, policies and processes
The Board has overall responsibility
for the determination of the Group's risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it
has delegated the authority for designing and operating processes
that ensure the effective implementation of the objectives and
policies to the Group's finance function.
The overall objective of the Board
is to set polices that seek to reduce risk as far as possible
without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out
below.
Project monitoring
Projects are monitored through
regular Project Control Meetings held with development partners to
discuss progress and monitor risks. The Investment Manager
attends these meetings and reports to the Board on a quarterly
basis.
Credit risk
Credit risk arises when a failure
by counter parties to discharge their obligations could reduce the
amount of future cash inflows from
financial assets on hand at the balance sheet date.
At 31 March 2024, trade and other
receivables past due but not impaired amounted to nil (31 March
2023: nil).
The carrying amount of financial
assets recorded in the financial statements, which is net of
impairment losses, represents the Group's maximum exposure to
credit risk.
The Group policy is to maintain its cash and
cash equivalent balances with a number of financial institutions as
a means of diversifying credit risk. The Group monitors the
placement of cash balances on an ongoing basis and has policies to
limit the amount of credit exposure to any financial institution.
The Group's cash is held with established international banks such
as Barclays PLC, BGL BNP Paribas, Lloyds PLC, RBS International and
Santander International.
With regards to the investment
property business, a property advisor monitors the tenants in order
to anticipate and minimise the impact of default by occupational
tenants. Where possible, tenants' risk is mitigated through rental
guarantees. The Group meets with tenants frequently and monitors
their financial performance closely.
The Group owns a portfolio of
secured real estate loans and mezzanine loan investments. These
loans are typically secured on real estate investment and
development assets with attractive risk-adjusted income returns.
The Group receives monthly updates from its investment advisors
regarding the credit worthiness of the borrowers and values of the
real estate investment and development assets, which the loans are
secured on, and assesses the recoverability of each loan
investment.
As at 31 March 2024, four loans in the
portfolio have entered receivership: ART is closely working with
stakeholders to maximise capital recovery. The Company has
considered the security on these loans (which are a combination of
a first charge and a second charge over the respective assets and
personal guarantees) and have impaired one
loan, which is accounted for at fair value, by £0.3
million; the Group also calculated an ECL on the other
three loans of approximately £4.1 million; the Group have also
provided for an ECL on the remainder of the loans' portfolio for an
additional £1.6 million: in total, the Group have provided for an
ECL of £5.7 million (31 March 2023: £3.7 million) in its
consolidated accounts.
With regards to its other
investments, the Group receives regular updates from the relevant
Investment Manager as to the performance of the underlying
investments and assesses credit risk as a result.
Liquidity risk
Liquidity risk is the risk that
arises when the maturity of assets and liabilities does not match.
An unmatched position potentially enhances profitability but can
also increase the risk of losses. The Group has procedures with the
object of minimising these risks such as maintaining sufficient
cash and other highly liquid current assets. Cash and cash
equivalents are placed with financial institutions on a short term
basis reflecting the Group's desire to maintain a high level of
liquidity in order to enable timely completion of investment
transactions.
The following table illustrates the
contractual maturity analysis of the Group's financial
liabilities.
31
March 2024
|
Within 1
year
£'000
|
1-2 years
£'000
|
2-5
years
£'000
|
Over 5
years
£'000
|
Total
£'000
|
Total
carrying amount
£'000
|
Trade and other payables
|
1,145
|
-
|
-
|
-
|
1,145
|
1,145
|
Interest payable on bank
borrowings
|
184
|
184
|
429
|
-
|
797
|
31
|
Bank borrowings
|
-
|
-
|
8,053
|
-
|
8,053
|
8,053
|
Total
|
1,329
|
184
|
8,482
|
-
|
9,995
|
9,229
|
31
March 2023
|
Within 1
year
£'000
|
1-2 years
£'000
|
2-5
years
£'000
|
Over 5
years
£'000
|
Total
£'000
|
Total
carrying amount
£'000
|
Trade and other payables
|
986
|
-
|
-
|
-
|
986
|
986
|
Interest payable on bank
borrowings
|
189
|
189
|
567
|
64
|
1,009
|
30
|
Bank borrowings
|
-
|
-
|
-
|
8,271
|
8,271
|
8,271
|
Foreign exchange forward contract
|
171
|
-
|
-
|
-
|
171
|
171
|
Total
|
1,346
|
189
|
567
|
8,335
|
10,437
|
9,458
|
Market risk
(a)
Foreign exchange risk
The Group operates in Germany and
Spain and is exposed to foreign exchange risk arising from currency
exposures with respect to Euros. Foreign exchange risk arises from
recognised monetary assets and liabilities.
The Group's policy is, where
possible, to allow Group entities to settle liabilities denominated
in their functional currency with the cash generated from their own
operations in that currency.
On 28 April 2023 the Group
had entered into a six month contract to
hedge €12.0 million of its Euro exposure in
the balance sheet; this contract terminated on 31 October 2023 and,
on the same date, the Group entered into a
six month contract to hedge €13.0 million of its Euro
exposure in the balance sheet; this
contract matured on 30 April 2024. At that point, the Group
entered into another six month contract to hedge
€4.0 million of its Euro exposure in the
balance sheet; this contract will mature on 31 October
2024.
The Board monitors the Group's
exposure to foreign currencies on a quarterly basis as part of its
Risk Management review.
A strengthening of the Euro by 5
cents would increase the net assets by £891,000 (2023:
£1,213,000). A weakening of the Euro by 5 cents would
decrease net assets by £818,000 (2023: £1,111,000).
(b)
Cash flow and fair value interest rate risk
The Group's interest rate risk
arose primarily from bank borrowings. The Group is not directly
exposed to interest rate risk related to bank borrowings: the bank
debt of ART Germany 1 Ltd, owner of the Hamburg investment property
in Germany, bears a fixed coupon until maturity in 2028 (note
20).
The Group holds significant cash
balances and loan assets which accrue interest based on variable
interest rates.
The Group's cash flow is
periodically monitored by the Board.
The sensitivity analysis below is
based on a change in an assumption while holding all other
assumptions constant. In practice, this is unlikely to occur, and
changes in some of the assumptions may be correlated - for example,
changes in interest rate and changes in market
value.
For the Group, a decrease of 25 basis points in
interest rates would result in a £0.1 million decrease in post-tax
profits (2023: £0.2 million decrease). An increase of 25 basis
points in interest rates would result in a £0.1 million increase in
post-tax profits (2023: £0.2 million increase).
(c)
Price risk
The Group has invested in the
ordinary shares of GCP, SEQI and GABI, which are closed ended
investment funds traded on the LSE so are subject to market
fluctuation.
The Group has invested in UK
Treasury Bonds and Treasury Bills. UK Treasury Bonds are traded on
the LSE so are subject to market fluctuation. UK Treasury Bills are
an over-the-counter instrument so not traded on an exchange and
were bought from Barclays Bank PLC: they are a zero-coupon discount
instrument, priced at a discount to par with a locked-in yield,
which then move towards par at maturity.
The Group has performed a
sensitivity analysis on the values of the investments in GCP, SEQI
and GABI: if the share prices of these investments were to fall by
10% (a decrease by £0.4 million) the resulting total investment
value of these funds would be £3.8 million (2023: £3.9 million); if
the share prices of these investments were to increase by 10% (an
increase by £0.4 million) the resulting total investment value of
these funds would be £4.6 million (2023: £4.8 million).
(d) Fair values
The following methods and
assumptions were used to estimate fair values:
· Cash
and short-term deposits, trade receivables, trade payables, and
other current liabilities approximate their carrying amounts due to
the short-term maturities of these instruments.
· The
fair value of the foreign exchange forward contract is determined
by reference to the year end forward market rate
and based on observable inputs; this investment
is therefore deemed to be a level 2 financial asset.
· The fair values of the ART's
investments in the SEQI, GCP and GABI shares, which are traded
daily on the LSE, are based upon the market value of the shares at
the balance sheet date.
· The fair values of the ART's
investments in UK Treasury
Bonds, which are traded regularly, are
based upon the market value of those instruments at the balance
sheet date.
· The fair values of the ART's
investments in UK Treasury
Bills, are based upon the market value of
those instruments provided by Barclays Bank PLC at the balance
sheet date.
· The
fair value of the HLP investment is based
upon the price provided by the issuer for the relevant share class
owned: this is calculated by reference to the net asset value of
the investment and principally driven by the fair value of HLP's
underlying property investments. This net asset value is therefore
mainly based on unobservable inputs and is deemed to be level 3
financial assets (see note 26).
· The
loans advanced at fair value have been valued based on the
discounted cash flow of the respective instruments. Due to the
short time since inception and to maturity there has not been a
material movement in discount rates or cashflows.
· The
fair value of bank borrowings has been calculated based on the
discounted cash flows of the Nord LB bank loan up to maturity date
in July 2028; the fair value of bank borrowings at the balance
sheet date is €9.5 million (£8.1 million).
As a result the carrying values less impairment
provision of loans and receivables and financial liabilities
measured at amortised cost are approximate to their fair
values.
Capital risk management
The Board's objectives when
managing capital, which comprises all components of equity, are to
safeguard the Group's ability to continue as a going concern in
order to provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
The Board regularly
reviews the adequacy of the Group's level of borrowings by
monitoring its compliance with the relevant bank
covenants.
26. Fair value measurement
IFRS 13 requires disclosure
of the fair value measurement of the
Group's assets and liabilities, the related valuation techniques,
the valuations' recurrence and the inputs used to assess and
develop those measurements.
The Group discloses fair value
measurements by level of the following fair value measurement
hierarchy:
· Quoted
prices (unadjusted) in active markets for identical assets or
liabilities (level 1).
· Inputs
other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is, derived from prices) (level
2).
· Inputs
for the asset or liability that are not based on observable market
data (that is, unobservable inputs) (level 3).
The level in the fair value
hierarchy within which the asset or liability is categorised is
determined on the basis of the lowest input that is significant to
the fair value measurement. Assets and liabilities are classified
in their entirety into one of the three levels.
Investment property is valued on a recurring
basis: half yearly.
The Group's valuers derive the fair
value of the investment property by applying the methodology and
valuation guidelines as set out by the Royal Institution of
Chartered Surveyors in the United Kingdom.
The valuation approach for
investment property available to rent is based on discounting the
future net income receivable from properties to arrive at the net
present value of that future income stream. Future net income
comprises the rent secured under existing leases, less any known or
expected non-recoverable costs and the current market rent
attributable to vacant units. The consideration basis for
this calculation excludes the effects of any taxes on the net
income. The discount factors used to calculate fair value are
consistent with those used to value similar properties, with
comparable leases in each of the respective markets. A decrease in
the net rental income or an increase in the discount rate will
decrease the fair value of the investment property.
The investments and loans advanced
held at fair value and derivative contracts are valued
quarterly.
The fair value of the investments
in the ordinary shares of GCP, SEQI and GABI, which are traded on
the LSE, is based upon the mid price of the ordinary shares at the
balance sheet date.
The fair value of the investments
in UK Treasury Bonds which are traded on the LSE, is based upon the
market price of those instruments at the balance sheet
date.
The fair value of the investments in UK
Treasury Bills, is based upon the market valuation of those
instruments provided by Barclays Bank PLC at the balance sheet
date.
The following table shows an analysis of the
fair values of assets and liabilities recognised in the balance
sheet by level of the fair value hierarchy described
above:
31
March 2024
|
Assets and liabilities
measured at fair value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets measured at fair value
|
|
|
|
|
Non-current
|
|
|
|
|
Investment property (note
13)
|
-
|
-
|
26,740
|
26,740
|
Loans advanced
|
-
|
-
|
426
|
426
|
Current
|
|
|
|
|
Investments held at fair value (note
15)
|
23,675
|
-
|
-
|
23,675
|
Foreign exchange forward
contract
|
-
|
327
|
-
|
327
|
31
March 2023
|
Assets and liabilities
measured at fair value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets measured at fair value
|
|
|
|
|
Non-current
|
|
|
|
|
Investment property (note
13)
|
-
|
-
|
23,496
|
23,496
|
Loans advanced
|
-
|
-
|
604
|
604
|
Current
|
|
|
|
|
Investments held at fair value (note
15)
|
18,310
|
-
|
-
|
18,310
|
|
|
|
|
|
Liabilities measured at fair value
|
|
|
|
|
Current
|
|
|
|
|
Foreign exchange forward
contract
|
-
|
(171)
|
-
|
(171)
|
The carrying amounts of the Group's financial
liabilities and assets not carried at fair value through profit or
loss are a reasonable approximation of their fair values due to
either their short term nature or short period of time since they
were acquired.
The Group determines whether transfers have
occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant
to the fair value measurement as a whole) at the end of each
reporting period.
Movements in levels 1 to 3 of the
fair value measurements, during the year ended 31 March 2024 and
prior year, can be summarised as follows:
|
Loans
advanced
|
Investment
property
|
Investments held at fair
value
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
At
1 April 2023
|
604
|
23,496
|
18,310
|
42,410
|
Additions
|
-
|
5,118
|
26,414
|
31,532
|
Redemptions
|
-
|
-
|
(21,454)
|
(21,454)
|
Accrued income
|
-
|
-
|
566
|
566
|
Fair value adjustment
|
(178)
|
(1,419)
|
(161)
|
(1,758)
|
Effect of foreign
exchange
|
-
|
(455)
|
-
|
(455)
|
At
31 March 2024
|
426
|
26,740
|
23,675
|
50,841
|
|
Loans
advanced
|
Investment property and
asset held for sale
|
Investments held at fair
value
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
At
1 April 2022
|
495
|
15,984
|
10,990
|
27,469
|
Additions
|
-
|
7,407
|
13,948
|
21,355
|
Redemptions
|
-
|
-
|
(5,290)
|
(5,290)
|
Fair value adjustment
|
109
|
(548)
|
(1,338)
|
(1,777)
|
Effect of foreign
exchange
|
-
|
653
|
-
|
653
|
At
31 March 2023
|
604
|
23,496
|
18,310
|
42,410
|
There were no transfers between
level 1 and level 2 fair value measurements and no transfers into
or out of level 3 fair value measurements during the year ended 31
March 2024 and prior year.
The fair value of investment property is based
on unobservable inputs and it is therefore disclosed as level
3.
The following methods, assumptions and inputs
were used to estimate fair values of investment
property:
31 March 2024 - Hamburg
(Werner-Siemens-Straße), Germany
|
Class of
investment property
|
Carrying
amount /
fair
value
'000
|
Area
(acres)
|
Valuation technique
|
Significant unobservable
inputs
|
Value
|
Europe
|
€18,000
(£15,385)
|
11.8
|
Discounted cash flow
|
Gross
Estimated Rental Value ('ERV') per sqm p.a.
|
€74.6
|
|
|
|
|
Discount
rate
|
5.85%
|
Sensitivity analysis for the 31
March 2024 valuation of the Hamburg investment property:
31 March 2024
|
|
|
|
|
Significant
unobservable inputs
|
Change
applied
|
Fair
value change
€'000
|
Change applied
|
Fair
value change
€'000
|
ERV
|
-10%
|
-€2,000
|
+10%
|
+€2,000
|
Discount rate
|
-1%
|
+€1,400
|
+1%
|
-€1,300
|
31 March 2023 - Hamburg
(Werner-Siemens-Straße), Germany
|
Class of
investment property
|
Carrying
amount /
fair
value
'000
|
Area
(acres)
|
Valuation technique
|
Significant unobservable
inputs
|
Value
|
Europe
|
€18,500
(£16,271)
|
11.8
|
Discounted cash flow
|
Gross
Estimated Rental Value ('ERV') per sqm p.a.
|
€70.9
|
|
|
|
|
Discount
rate
|
5.70%
|
Sensitivity analysis for the 31
March 2023 valuation of the Hamburg investment property:
31 March 2023
|
|
|
|
|
Significant
unobservable inputs
|
Change
applied
|
Fair
value change
€'000
|
Change applied
|
Fair
value change
€'000
|
ERV
|
-10%
|
-€1,940
|
+10%
|
+€1,800
|
Discount rate
|
-1%
|
+€1,400
|
+1%
|
-€1,300
|
31 March 2024 - Travelodge Hotels,
UK
|
Location
|
Class of investment
properties
|
Carrying
amount /
fair
value
'000
|
Area
(square meters)
|
Valuation technique
|
Significant unobservable
inputs
|
Weighted
average/Value
|
Lowestoft
|
UK
|
£2,700
|
1,259
|
Comparable transactions analysis
|
Comparable evidence
|
Not
applicable
|
Wadebridge
|
UK
|
£3,300
|
1,572
|
Yardley
|
UK
|
£4,800
|
1,998
|
31 March 2023 - Travelodge Hotels,
UK
|
Location
|
Class of investment
properties
|
Carrying
amount /
fair
value
'000
|
Area
(square meters)
|
Valuation technique
|
Significant unobservable
inputs
|
Weighted
average/Value
|
Lowestoft
|
UK
|
£2,800
|
1,259
|
Comparable transactions analysis
|
Comparable evidence
|
Not
applicable
|
Wadebridge
|
UK
|
£3,800
|
1,572
|
A sensitivity analysis has been considered for
the Travelodge Hotels: if the value of comparable transactions were
to drop by 10% due to adverse market conditions, the values of the
Wadebridge, Lowestoft and Yardley assets would be £2,970,000,
£2,430,000 and £4,320,000, respectively (2023: Wadebridge and
Lowestoft assets £3,420,000 and £2,520,000, respectively); if
instead the value of comparable transactions were to increase by
10% due to positive market conditions, the values of the
Wadebridge, Lowestoft and Yardley assets would be £3,630,000,
£2,970,000 and £5,280,000, respectively (2023: Wadebridge and
Lowestoft assets £4,180,000 and £3,080,000,
respectively).
31 March 2024 - Liverpool,
UK
|
Class of
investment properties
|
Carrying
amount /
fair
value
'000
|
Area
(square meters)
|
Valuation technique
|
Significant unobservable
inputs
|
Weighted
average/Value
|
UK
|
£655
|
475
|
Comparable transactions analysis
|
Comparable evidence
|
Not
applicable
|
31 March 2023 - Liverpool,
UK
|
Class of
investment properties
|
Carrying
amount /
fair
value
'000
|
Area
(square meters)
|
Valuation technique
|
Significant unobservable
inputs
|
Weighted
average/Value
|
UK
|
£625
|
475
|
Comparable transactions analysis
|
Comparable evidence
|
Not
applicable
|
No sensitivity analysis has been
provided for the Liverpool property since
immaterial to the Group.
Directors and Company information
Directors
William Simpson (Chairman)
Jeff Chowdhry
Peter Griffin
Phillip Rose
Melanie Torode
Registered office
Floor 2, Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 4LY
Investment Manager
Alpha Real Capital LLP
Level 6, 338 Euston Road
London NW1 3BG
Administrator and secretary
Ocorian Administration (Guernsey)
Limited
Floor 2, Trafalgar Court
Les Banques, St Peter
Port
Guernsey GY1 4LY
Broker
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF
Independent valuers in the UK
Cushman & Wakefield
No 1 Colmore Square
Birmingham B4 6AJ
Independent valuers in Spain
Savills Aguirre Newman
Paseo de la Castellana, 81
Madrid, 28046
Spain
Independent valuers in Germany
Cushman & Wakefield
Rathenauplatz, 1
Frankfurt, 60313
Germany
Independent Auditor
BDO Limited
Place du Pré, Rue du Pré
St Peter Port
Guernsey GY1 3LL
Tax advisors in Europe
KPMG LLP
15 Canada Square
London E14 5GL
Ernst & Young LLP
1 More London Riverside
London SE1 2AF
Legal advisors in Guernsey
Carey Olsen
PO Box 98, Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Legal advisors in the UK
Norton Rose
3 More London Riverside
London SE1 2AQ
Legal advisors in Spain
Ashurst LLP
Alcalá, 44
Madrid, 28014
Spain
Registrar
Computershare Investor Services (Jersey)
Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
Shareholder information
Further information on the Company,
compliant with the SFS regulations, can be found at the Company's
website:
www.alpharealtrustlimited.com
Dividends
Ordinary dividends are declared and paid
quarterly. Shareholders who wish to have dividends paid directly
into a bank account rather than by cheque to their registered
address can complete a mandate form for this purpose. Mandates may
be obtained from the Company's Registrar. Where dividends are paid
directly to shareholders' bank accounts, dividend vouchers are sent
directly to shareholders' registered addresses.
Shareholders who have not previously elected to
receive scrip may complete a Scrip Mandate Form, which can be
obtained from the Company's Registrar.
Share price
The Company's Ordinary Shares are listed on the
SFS of the LSE.
Change of address
Communications with shareholders are mailed to
the addresses held on the share register. In the event of a change
of address or other amendment, please notify the Company's
Registrar under the signature of the registered holder.
Investment Manager
The Company is advised by Alpha Real Capital
LLP which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom.
Financial calendar
Financial
reporting
|
Reporting/
Meeting
dates
|
Dividend
period
|
Ex-dividend
date
|
Record
date
|
Last date for election to
scrip dividend
(if
applicable)
|
Share certificates
posted
(if
applicable)
|
Payment
date
|
Annual report published
and dividend announcement
|
5
July
2024
|
Quarter
ended
31
March 2024
|
4
July
2024
|
5
July
2024
|
11
July
2024
|
25
July
2024
|
26
July
2024
|
Annual General Meeting
|
5
September
2024
|
|
|
|
|
|
|
Trading update statement (Quarter
1)
|
13
September
2024
|
Quarter
ending
30 June
2024
|
26
September
2024
|
27
September
2024
|
10
October
2024
|
24
October
2024
|
25
October
2024
|
Half year report
|
22
November
2024
|
Quarter
ending
30
September 2024
|
5
December 2024
|
6
December 2024
|
9
January
2025
|
23
January
2025
|
24
January
2025
|