TIDMRGLZ
RNS Number : 8883F
Regional REIT ZDP PLC
23 May 2017
23 May 2017
Regional REIT ZDP PLC
Interim Report for the Six Months Ended 31 March 2017
(unaudited)
Regional REIT ZDP PLC (LSE: RGLZ) ("Regional REIT ZDP" "or "the
Company"), today announces its unaudited results for the six months
ended 31 March 2017.
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation that came into
effect on 3 July 2016.
Enquiries:
Regional REIT ZDP PLC
Press enquiries through Headland PR
Toscafund Asset Management LLP Tel: +44 (0) 20 7845 6100
Investment Manager to Regional REIT Limited
James S Johnson, Investor Relations, Regional REIT Limited
London & Scottish Investments Limited Tel: +44 (0) 141 248 4155
Asset Manager to Regional REIT Limited
Stephen Inglis
Headland PR Consultancy LLP Tel: +44 (0) 20 7367 5222
Financial PR
Francesca Tuckett
About Regional REIT ZDP
Regional REIT ZDP PLC (LSE: RGLZ) is a wholly-owned subsidiary
of Regional Commercial Midco Limited, itself a wholly-owned
subsidiary of Regional REIT Limited. Regional REIT ZDP was acquired
on 24 March 2017 as part of a transaction for a portfolio of
commercial property assets. Regional Commercial Midco has assumed
the obligations to fund the repayment of the zero dividend
preference shares issued by Regional REIT ZDP.
Regional REIT Limited (LSE: RGL) is a London Stock Exchange Main
Market traded specialist real estate investment trust focused on
office and industrial property interests in the principal regional
locations of the United Kingdom outside of the M25 motorway.
Regional REIT Limited is managed by London & Scottish
Investments, the Asset Manager, and Toscafund Asset Management, the
Investment Manager, and was formed by the combination of two
existing funds previously created by the Managers as a
differentiated play on the expected recovery in UK regional
property, to deliver an attractive total return to Shareholders and
with a strong focus on income.
Cautionary Statement
This document has been prepared solely to provide additional
information to Shareholders and should not be relied upon by any
other party or for any other reason. Any forward looking statements
made in this document are done so by the Directors in good faith
based on the information available to them up to the time of their
approval of this document. However, such statements should be
treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying any such
forward-looking information.
INTERIM MANAGEMENT REPORT
Regional REIT ZDP PLC (the "Company"), formerly Conygar ZDP Plc,
is registered in England and Wales. The Company is a wholly-owned
subsidiary of Regional Commercial Midco Limited ("Midco"), a
company incorporated in Jersey, which in turn is a wholly-owned
subsidiary of Regional REIT Limited (the "Group") a Guernsey
incorporated company. The Company has been engaged in the single
economic activity of raising funds in order to provide financing to
the Group.
On 24 March 2017, Midco acquired all the ordinary shares in
Conygar ZDP PLC and changed its name to Regional REIT ZDP PLC. In
addition, the Group assumed the agreement to meet the financial
obligations of the Company, including the zero dividend preference
shares ("ZDP Shares").
On 24 March 2017, Robert Ware, Nigel Hamway and Ross McCaskill
resigned as Directors. Following their resignations William Eason,
Martin McKay and Stephen Inglis were appointed as Directors. On the
same date, Ross McCaskill also resigned as Company Secretary and
Capita Company Secretarial Services Limited were appointed as
Company Secretary. RSM UK Audit LLP replaced Rees Pollock as the
appointed auditors of the Company.
The Company's principal investment objective is to provide the
holders of the ZDP Shares with a predetermined final capital
entitlement ("ZDP Capital Entitlement"). The Company was
incorporated to be the issuer of the ZDP Shares, which are quoted
on the London Stock Exchange (LSE: RGLZ).
On the scheduled repayment date, 9 January 2019, the ZDP
Shareholders are entitled to receive a final capital entitlement of
132.9 pence per ZDP Share. This is an amount equal to 100 pence per
share increased daily at an equivalent annual rate of 5.5% for the
period 10 January 2014 to 23 March 2017; for the period 24 March
2017 until 9 January 2019, the ZDP Share equivalent annual rate is
6.5% per annum.
On the 24 March 2017 the Contribution Agreement was novated from
The Conygar Investment Company PLC to Midco. The Contribution
Agreement with the Company provides an undertaking to pay any costs
and expenses incurred by the Company and to enable the Company to
meet its payment obligations in respect of the ZDP Shares. Although
Midco has entered into an undertaking to meet all liabilities as
they fall due, it is important to note that all risks are borne by
the ZDP Shareholders who are not guaranteed to receive their full
ZDP Capital Entitlement.
The principal risks and uncertainties the Group faces are
described in detail on pages 46 to 48 of the 2016 Annual Report,
which is available on the Group's website at www.regionalreit.com -
Annual Report 2016.
Position of the Company as at 31 March 2017
As at 31 March 2017, the Company maintained a strong position
and the financing arrangements were performing as envisaged in the
listing prospectus of January 2014. The Group comfortably met all
of the conditions and obligations under the various arrangements.
These conditions are tested quarterly and no breaches have occurred
at any point since incorporation. The definitions and conditions of
issue are set out in the listing prospectus, a copy of which is
available on the Group's website at www.regionalreit.com.
As at 31 March 2017, the two primary covenants were:
1. Cover Test (not less than 3.5x) - Test Met
Cover Test: Means the ratio of the Net Asset Value plus the
accrued Capital Entitlement to the ZDP Capital Entitlement must not
be less than 3.5 times.
2. Investment Property Cover Test (not less than 2.5x) - Test Met
Investment Property Cover Test: Means the ratio of the aggregate
value of the Group's investment properties plus cash and cash
equivalents of any marketable securities to the ZDP Capital
Entitlement must not be less than 2.5 times.
STATEMENT OF DIRECTORS' RESPONSIBLITIES
The Directors confirm to the best of their knowledge that:
-- this condensed set of financial statements has been prepared
in accordance with International Accounting Standard 34, 'Interim
Financial Reporting', as adopted by the European Union , as
required by the Disclosure Guidance and Transparency Rule
DTR4.2.4R, and gives a true and fair view of the assets,
liabilities, financial position and loss of the Company; and
-- the interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency
Rules; being an indication of important events that have occurred
during the first six months of the financial year and their impact
on the condensed set of financial statements; and a description of
the principal risks and uncertainties for the remaining six months
of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency
Rules; being related party transactions that have taken place in
the first six months of the current financial year that have
materially affected the financial position or performance of the
entity during that period; and any changes in the related party
transactions described in the last annual report that could do
so.
For and on behalf of the Board
William D Eason
Chairman
23 May 2017
Unaudited Condensed Statement of Comprehensive Income
For the six months ended 31 March 2017
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
Note GBP'000 GBP'000 GBP'000
Administrative expenses 3 (26) (26) (22)
----------- ----------- --------------
Operating loss (26) (26) (22)
Finance costs 4 (1,011) (956) (1,944)
----------- ----------- --------------
Loss before Taxation (1,037) (982) (1,966)
Taxation - - -
----------- ----------- --------------
Total comprehensive loss
for the period (1,037) (982) (1,966)
=========== =========== ==============
Basic and diluted earnings
per share 7 (2,074)p (1,964)p (3,932)p
=========== =========== ================
All of the activities of the Company are classed as
continuing.
The notes below form an integral part of these unaudited
condensed financial statements.
Unaudited Condensed Statement of Financial Position
As at 31 March 2017
31March 31 March 30 September
2017 2016 2016
Note GBP'000 GBP'000 GBP'000
Non-current assets
Amounts due from Midco 5 35,487 33,480 34,465
----------------- ----------------- ----------------------
Total assets 35,487 33,480 34,465
Current liabilities
Accrued administrative costs (11) (3) -
Non-current liabilities
Zero dividend preference shares 6 (35,426) (33,427) (34,415)
Total liabilities (35,437) (33,430) (34,415)
Net assets 50 50 50
================= ================= ======================
Equity
Share capital 8 50 50 50
Capital contribution 6,170 4,149 5,133
Retained earnings (6,170) (4,149) (5,133)
----------------- ----------------- ----------------------
Total equity 50 50 50
================= ================= ======================
The unaudited condensed financial statements were approved by
the Board and authorised for issue on 23 May 2017 and signed on its
behalf by:
William D Eason
Chairman
Unaudited Condensed Statement of Changes in Equity
For the six months ended 31 March 2017
Share Capital Contribution Retained
Capital Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October
2016 50 5,133 (5,133) 50
Total comprehensive loss
for the period - - (1,037) (1,037)
Contribution by Midco - 1,037 - 1,037
Balance as at 31 March 2017 50 6,170 (6,170) 50
=== ====== ================= =========
Balance as at 1 October
2015 50 3,167 (3,167) 50
Total comprehensive loss
for the period - - (982) (982)
Contribution by Midco - 982 - 982
Balance as at 31 March 2016 50 4,149 (4,149) 50
=== ======================== ======== ==========
Balance as at 1 October
2015 50 3,167 (3,167) 50
Total comprehensive loss
for the year - - (1,966) (1,966)
Contribution by Midco - 1,966 - 1,966
Balance as at 30 September
2016 50 5,133 (5,133) 50
=== ====================== ======== ==========
The notes below form an integral part of these unaudited
condensed financial statements.
Notes to the Unaudited Condensed Financial Statements
For the six months ended 31 March 2017
1. General information
The Company was incorporated on 28 November 2013 and is
registered in England and Wales. The Company is now a wholly-owned
subsidiary of Regional Commercial Midco Limited ("Midco").
Following the acquisition of the Company's share capital by
Midco on 24 March 2017, the Company changed its name from Conygar
ZDP PLC, the Company's registered office changed to Beaufort House,
51 New North Road, Exeter, EX4 4EP, and Capita Company Secretarial
Services Limited were appointed as Company Secretary.
Following the resignations of Robert Ware, Nigel Hamway and Ross
McCaskill as Directors on 24 March 2017, William Eason, Martin
McKay and Stephen Inglis were appointed as Directors. William Eason
has been appointed Chairman of the Company.
The unaudited condensed financial information is prepared for
the six month period from 1 October 2016 to 31 March 2017.
2. Significant accounting policies
Basis of preparation
The financial statements have been prepared in accordance with
IAS 34, 'Interim Financial Reporting'. They do not include all of
the information required for full annual financial statements and
should be read in conjunction with the 2016 Annual Report. The
accounting policies applied by the Company in the interim report
are the same as those that have been applied to the 2016 annual
financial statements.
The annual financial statements of the Company are prepared in
accordance with International Financial Reporting Standards
('IFRS') as issued by the IASB.
The comparative figures for the financial year 30 September 2016
are not the Company's statutory accounts for that financial year in
accordance with section 434 of the Companies Act 2006. A copy of
the statutory accounts for that year has been delivered to the
Register of Companies. Those accounts have been reported on by the
company's auditors and delivered to the registrar of companies. The
report of the auditors was (i) unqualified, (ii) did not include a
reference to any matters to which the auditors drew attention by
way of emphasis without qualifying their report, and (iii) did not
contain a statement under section 498(2) or (3) of the Companies
Act 2006.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single economic and geographic segment of business primarily
being the raising of funds in order to provide financing to the
Group.
Statement of cash flows
No cash flow statement is presented as all funding activities
are provided by the Group.
3. Administrative expenses
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Costs of meeting regulatory
obligations 26 26 22
=========== =========== ==============
4. Finance costs
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Interest on ZDP Shares 945 889 1,810
Amortisation of issue
costs 66 67 134
----------- ----------- --------------
1,011 956 1,944
=========== =========== ==============
5. Amounts due from Midco
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Balance at start of period 34,465 32,521 32,521
Loan repaid by Midco (15) (23) (28)
Additions under contribution
agreements 1,037 982 1,972
------------------------ ----------------------- -----------------------
Balance at end of period 35,487 33,480 34,465
======================== ======================= =======================
Funds raised through ZDP Share issue, after the deduction of
issue costs of GBP668,286, totalled GBP29,331,714. The funds were
transferred to The Conygar Investment Company PLC as a non-interest
bearing loan repayable on demand in accordance with the Loan
Agreement dated 7 January 2014. The Loan Agreement was novated to
Midco on 24 March 2017.
The Contribution Agreement entered into by the Company and The
Conygar Investment Company PLC on 7 January 2014, was novated to
Midco on 24 March 2017. The agreement provides an undertaking by
the Group to pay any costs and expenses incurred by the Company in
respect of its operation and the continuation of its business and
to enable the Company to meet its payment obligations in respect of
the ZDP Shares. The Group has agreed to support the Company's
obligations and has agreed to certain protections to ensure the
Group does not make distributions or returns of capital without
retaining sufficient capital to meet its obligations to the
Company.
6. Zero dividend preference shares
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Balance at start of period 34,415 32,471 32,471
Amortisation of issue costs 66 67 134
Accrued capital 945 889 1,810
----------- ----------- --------------
Balance at end of period 35,426 33,427 34,415
=========== =========== ==============
On 10 January 2014, the Company issued 30,000,000 ZDP Shares at
100 pence per share. The ZDP Shares have an entitlement to receive
a fixed cash amount on the maturity date of 9 January 2019, but do
not receive any dividends or income distributions. Additional
capital accrues to the ZDP Shares on a daily basis at a rate
equivalent to 6.5% per annum post acquisition, 5.5% per annum
pre-acquisition, resulting in a final capital entitlement of 132.9
pence per share. The ZDP Shares were listed on the London Stock
Exchange on 10 January 2014.
During the six months, the Company has accrued for GBP945,000
(six months to 31 March 2016: GBP889,000; year ended 30 September
2016: GBP1,810,000) of additional capital. The total amount
repayable at maturity will be GBP39,879,269.
The ZDP Shares do not carry the right to vote at general
meetings of the Company, although they carry the right to vote as a
class on certain proposals which would be likely to materially
affect their position. In the event of a winding-up of the Company,
the capital entitlement of the ZDP Shares (except for any
undistributed revenue profits) will rank ahead of ordinary shares
but behind other creditors of the Company.
7. Earnings per share
The calculation of earnings per share is based on a loss after
tax figure for the period of GBP1,037,000 (six months to 31 March
2016: GBP982,000; year ended 30 September 2016: GBP1,966,000) and
the weighted average number of 50,000 ordinary shares (six months
to 31 March 2016: 50,000; year ended 30 September 2016: 50,000) in
issue during the period. The basic and diluted earnings per share
are the same.
8. Share capital
The Company has fifty thousand ordinary shares in issue of
GBP1.00 each.
9. Controlling and related parties
The Company is a wholly-owned subsidiary of Midco, which itself
is a wholly-owned subsidiary of Regional REIT Limited, which is the
ultimate controlling party.
The Company entered into a non-interest bearing loan agreement
with The Conygar Investment Company PLC on 7 January 2014. The
obligations under that agreement were novated to Midco on 24 March
2017. As at 31 March 2017, the Group owed GBP35,426,000 (31 March
2016: GBP33,427,000; 30 September 2016: GBP34,415,000) to the
Company under the loan agreement.
As at 31 March 2017, the ZDP Shareholders were owed
GBP35,664,000, including issue costs to be amortised amounting to
GBP238,000 (31 March 2016: GBP33,798,000 and GBP371,000; 30
September 2016: GBP34,719,000 and GBP304,000).
The Directors received no remuneration for their services to the
Company during the period.
10. Events after the reporting date
There are no subsequent events requiring disclosure in these
financial statements.
Company Information
Directors and Advisers
Directors William Eason (Chairman) (appointed 24 March 2017)
Stephen Inglis (non-executive Director) (appointed 24 March 2017)
Martin McKay (non-executive Director) (appointed 24 March
2017)
Secretary Capita Company Secretarial Services Limited
Registered Office Beaufort House
51 New North Road
Exeter
EX4 4EP
Registrar Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Financial Adviser Peel Hunt LLP
& Broker Moor House
120 London Wall
London
EC2Y 5ET
Legal Adviser to the Macfarlanes LLP
Company 20 Cursitor Street
London
EC4A 1LT
Auditors RSM UK Audit LLP (appointed 24 March 2017)
25 Farringdon Street
London
EC4A 4AB
ESMA Legal Entity 5493008P27MNKQPREM26
Identifier ("LEI")
Website http://www.regionalreit.com
Zero Dividend Preference Shares
ISIN GB00BH4TCL65
Sedol BH43TCL6
Ticker RGLZ
Company Registration No: 08794437
Copies of the Interim Report
A copy of the Interim Report can be viewed and downloaded from
the Group's website: www.regionalreit.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SESFMEFWSEFI
(END) Dow Jones Newswires
May 23, 2017 02:00 ET (06:00 GMT)
Reg Reit Zdp (LSE:RGLZ)
Historical Stock Chart
From Apr 2024 to May 2024
Reg Reit Zdp (LSE:RGLZ)
Historical Stock Chart
From May 2023 to May 2024