TIDMPCTZ
RNS Number : 2549X
Picton ZDP Limited
18 November 2014
18 November 2014
Picton ZDP Limited
Half Year Results
(the "Company")
Picton ZDP Limited (LSE: PCTZ), announces its interim results
for the six months ended 30 September 2014.
The Company's principal objective is to provide Zero Dividend
Preference Shares with a predetermined final capital entitlement.
It is recommended that these accounts are read in conjunction with
those of its parent, Picton Property Income Limited, also issued
today.
For further information:
Tavistock Communications
Jeremy Carey/James Verstringhe, 020 7920 3150,
jverstringhe@tavistock.co.uk
Picton Capital Limited
Michael Morris, 020 7011 9980,
michael.morris@pictoncapital.co.uk
Company Secretary
Northern Trust International Fund Administration Services
(Guernsey) Limited
David Sauvarin, 01481 745001, team_picton@ntrs.com
Interim Management Report
Picton ZDP Limited ("the Company") is a Guernsey registered
company, established on 2 September 2012 and is a wholly owned
subsidiary of Picton Property Income Limited ("the Parent") which
is a closed ended investment company incorporated in Guernsey.
The Company's principal investment objective is to provide the
holders of the zero dividend preference shares ("ZDP Shares") with
a predetermined final capital entitlement.
On repayment, ZDP shareholders are entitled to receive an amount
equal to 100 pence per share increased daily at an equivalent
annual rate of 7.25% per annum. The ZDP Share's maturity date is 15
October 2016 and the final capital entitlement will be 132.2 pence
per ZDP Share.
The Parent has entered into a Contribution Agreement with the
Company to provide an undertaking to pay any costs and expenses
incurred by the Company and to enable the Company to meet its
payment obligations in respect of the ZDP shares. Although the
Parent has entered into an undertaking to meet all liabilities as
they fall due it is important to note that all risks are borne by
the ZDP shareholders who are not guaranteed to receive their full
capital entitlement.
Statement of Directors' Responsibilities
The Directors confirm to the best of their knowledge that:
(a) the condensed set of financial statements have been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(b) the Interim Management Report includes a fair review of the
information required by Disclosure and Transparency Rule 4.2.7R,
being an indication of important events during the first six months
of the financial year, a description of principal risks and
uncertainties for the remaining six months of the year, and their
impact on the condensed set of financial statements; and
(c) the Interim Management Report includes a fair review of the
information required by Disclosure and Transparency Rule 4.2.8R,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the Company.
Robert Sinclair
Director
17 November 2014
INDEPENDENT REVIEW REPORT TO PICTON ZDP LIMITED ("the
Company")
Introduction
We have been engaged by the Company to review the condensed set
of financial statements in the Interim Report for the six months
ended 30 September 2014 which comprises the Condensed Statement of
Comprehensive Income, the Condensed Statement of Changes in Equity,
the Condensed Balance Sheet and the related explanatory notes. We
have read the other information contained in the Interim Report and
considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set
of financial statements.
This report is made solely to the Company in accordance with the
terms of our engagement to assist the Company in meeting the
requirements of the Disclosure and Transparency Rules ("the DTR")
of the UK's Financial Conduct Authority ("the UK FCA"). Our review
has been undertaken so that we might state to the Company those
matters we are required to state to it in this report and for no
other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company
for our review work, for this report, or for the conclusions we
have reached.
Directors' responsibilities
The Interim Report is the responsibility of, and has been
approved by, the directors. The directors are responsible for
preparing the Interim Report in accordance with the DTR of the UK
FCA.
As disclosed in note 2, the annual financial statements of the
Company are prepared in accordance with International Financial
Reporting Standards. The condensed set of financial statements
included in this Interim Report has been prepared in accordance
with IAS 34 'Interim Financial Reporting'.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the Interim Report
based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK and Ireland) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the Interim Report for the six months ended 30 September 2014 is
not prepared, in all material respects, in accordance with IAS 34
and the DTR of the UK FCA.
Neale D Jehan
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
Guernsey
17 November 2014
Financial statements
Condensed Statement of Comprehensive Income
For the period from 1 April 2014 to 30 September
2014
6 months 6 months Year ended
ended ended 30 31 March
30 September September 2014
2014 2013
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Expenses
Administration expenses 3 (5) (10) (20)
Other operating expenses (8) (9) (19)
Result from operating activities (13) (19) (39)
Financing
Finance costs on zero dividend
preference shares (962) (903) (1,829)
Total finance costs (962) (903) (1,829)
Tax 4 - - -
Total comprehensive loss for the
period/year (975) (922) (1,868)
There is no comprehensive income other than the loss for the
period.
Notes 1 to 9 form part of these financial statements.
Condensed Statement of Changes in Equity
For the period from 1 April 2014 to 30 September 2014
Note Share Capital Contribution Accumulated Total
Capital Loss
GBP000 GBP000 GBP000 GBP000
Balance as at
31 March 2013 - 1,215 (1,215) -
Total comprehensive
loss for the
period - - (922) (922)
Contribution
by parent company - 922 - 922
Balance as at
30 September
2013 - 2,137 (2,137) -
Total comprehensive
loss for the
period - - (946) (946)
Contribution
by parent company 5 - 946 - 946
Balance as at
31 March 2014 - 3,083 (3,083) -
Total comprehensive
loss for the
period - - (975) (975)
Contribution
by parent company 5 - 975 - 975
Balance as at
30 September
2014 - 4,058 (4,058) -
Notes 1 to 9 form part of these financial statements.
Condensed Balance Sheet
As at 30 September 2014
30 September 30 September 31 March
2014 2013 2014
Unaudited Unaudited Audited
Note GBP000 GBP000 GBP000
Non-current assets
Amount due from parent
company 5 24,876 22,991 23,919
Other assets 190 372 281
Total non-current assets 25,066 23,363 24,200
Current assets
Other assets 182 182 182
Total current assets 182 182 182
Total assets 25,248 23,545 24,382
Non-current liabilities
Zero dividend preference
shares 6 (25,238) (23,532) (24,368)
Total non-current liabilities (25,238) (23,532) (24,368)
Current liabilities
Accounts payable and
accruals (10) (13) (14)
Total current liabilities (10) (13) (14)
Total liabilities (25,248) (23,545) (24,382)
Net assets - - -
Equity
Share capital 7 - - -
Capital contribution 4,058 2,137 3,083
Accumulated loss (4,058) (2,137) (3,083)
Total equity - - -
These financial statements were approved by the Board of
Directors on 17 November 2014 and signed on its behalf by:
Robert Sinclair
Director
Notes 1 to 9 form part of these financial statements.
Notes to the Condensed Financial Statements
For the period from 1 April 2014 to 30 September 2014
1. General information
Picton ZDP Limited (the "Company") was incorporated on 2
September 2012 and is registered in Guernsey. The Company is a
wholly owned subsidiary of Picton Property Income Limited, (the
"Parent"), which is an investment company registered in Guernsey.
The financial statements are prepared for the period from 1 April
2014 to 30 September 2014, with unaudited comparatives for the
period from 1 April 2013 to 30 September 2013. Comparatives are
also provided from the audited financial statements for the year
ended 31 March 2014.
The financial statements for the year ended 31 March 2014 and
the period ended 30 September 2013 incorporate the financial
statements of the Company and IRET Securities Limited ("IRET"), an
entity controlled by the Company. Control is achieved where the
Company has the power to govern the financial and operating
policies of an investee entity so as to obtain benefits from its
activities. All intra-group transactions, balances, income and
expenses are eliminated on consolidation. The results of IRET have
been consolidated until 29 November 2013, being the date IRET was
dissolved.
These financial statements are presented in pounds sterling
being the currency of the primary economic environment in which the
Company operates.
2. Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with
IAS 34 'Interim Financial Reporting'. They do not include all of
the information required for full annual financial statements, and
should be read in conjunction with the financial statements of the
Company as at and for the year ended 31 March 2014.
The accounting policies applied by the Company in these
financial statements are the same as those applied by the Company
in its financial statements as at and for the year ended 31 March
2014.
The annual financial statements of the Company are prepared in
accordance with International Financial Reporting Standards
('IFRS') as adopted by the IASB. There have been no significant
changes to management judgement and estimates.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single economic and geographic segment of business primarily
being the raising of funds in order to provide financing to the
Parent.
Statement of cash flows
No Cash Flow Statement is presented as all funding activities
are provided by the Parent.
Financial risk management
The Company's financial risk management policies are consistent
with those disclosed in the financial statements as at and for the
year ended 31 March 2014.
3. Administration expenses
6 months 6 months Year ended
ended 30 ended 30 31 March
September September 2014
2014 2013
GBP000 GBP000 GBP000
Administration fees 5 10 20
The Company receives administration services from Picton Capital
Limited, a fellow subsidiary of Picton Property Income Limited.
From 1 April 2014 the fees payable are fixed at GBP10,000 per
annum.
Notes to the Condensed Financial Statements
For the period from 1 April 2014 to 30 September 2014
(continued)
4. Tax
The Company is exempt from Guernsey income tax under the Income
Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and is charged an
annual exemption fee of GBP600.
5. Amounts due from parent company
6 months 6 months Year ended
ended 30 ended 30 31 March
September September 2014
2014 2013
GBP000 GBP000 GBP000
Balance at start of period/year 23,919 22,088 22,088
Additions under contribution
agreements 975 922 1,868
Repayments (18) (19) (37)
Balance at end of period/year 24,876 22,991 23,919
Funds raised through the ZDP share issue, after the deduction of
issue costs of GBP729,000, totalled GBP21,271,000. These funds have
been transferred to the Parent as a non-interest bearing loan
repayable on demand according to the Loan Agreement dated 12
September 2012.
On 12 September 2012 the Company entered into a Contribution
Agreement with the Parent. The agreement provides an undertaking by
the Parent to pay any costs and expenses incurred by the Company in
respect of its operation and the continuation of its business and
to enable the Company to meet its payment obligations in respect of
the ZDP shares. The Parent has agreed to support the Company's
obligations and has agreed to certain protections to ensure the
Parent does not make distributions or returns of capital without
retaining sufficient capital to meet its obligations to the
Company. During the period the Parent provided an undertaking of
costs totalling GBP975,000, of which GBP18,000 was settled by the
Parent during the period.
6. Zero dividend preference shares
6 months 6 months Year ended
ended 30 ended 30 31 March
September September 2014
2014 2013
GBP000 GBP000 GBP000
Balance at start of period/year 24,368 22,720 22,720
Capital additions 870 812 1,648
Balance at end of period/year 25,238 23,532 24,368
The Company issued 22,000,000 zero dividend preference shares
('ZDP shares') at 100 pence per share. The ZDP shares have an
entitlement to receive a fixed cash amount on 15 October 2016,
being the maturity date, but do not receive any dividends or income
distributions. Additional capital accrues to the ZDP shares on a
daily basis at a rate equivalent to 7.25% per annum, resulting in a
final capital entitlement of 132.2 pence per share. The ZDP shares
are listed on the London Stock Exchange.
During the period the Company has accrued for GBP870,000 of
additional capital (31 March 2014: GBP1,648,000 and 30 September
2013: GBP812,000). The total amount repayable at maturity is
GBP29,114,000.
Notes to the Condensed Financial Statements
For the period from 1 April 2014 to 30 September 2014
(continued)
6. Zero dividend preference shares (continued)
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. Share capital
The Company has one class of share which carries no right to
fixed income. The authorised share capital of the Company is one
ordinary share issued at GBP1. On 2 September 2012 the Company
issued one ordinary share at par value.
8. Controlling and related parties
The Company is wholly owned by Picton Property Income Limited
(the "Parent"), a Guernsey registered company. The Parent is
therefore the immediate and ultimate controlling party.
On 12 September 2012 the Parent entered a Contribution Agreement
with the Company to provide an undertaking to pay any costs and
expenses incurred in respect of the operation and continuation of
the Company's business. As at 30 September 2014 the Parent owed
GBP3,605,000 to the Company under the Contribution Agreement (31
March 2014: GBP2,653,000 and 30 September 2013: GBP1,720,000).
The Company also entered into a non-interest bearing Loan
Agreement with the Parent dated 12 September 2012. As at 30
September 2014 the Parent owed GBP21,271,000 to the Company under
the Loan Agreement (31 March 2014 and 30 September 2013:
GBP21,271,000).
Picton Capital Limited, a fellow subsidiary of the Parent, was
paid administration expenses in the period of GBP5,000 by the
Group. As at 30 September 2014 the Group owed GBP2,500 to Picton
Capital Limited.
The Directors received no remuneration for their services to the
Company during the period.
9. Events after the reporting date
There are no subsequent events requiring disclosure in these
financial statements.
Company Information
Directors Registered Office
Nicholas Thompson Trafalgar Court
Trevor Ash Les Banques
Vic Holmes St. Peter Port
Roger Lewis Guernsey
Robert Sinclair GY1 3QL
Registered Number: 55586
Administrator and Secretary Auditor
Northern Trust International Fund Administration KPMG Channel Islands
Services (Guernsey) Limited Limited
PO Box 255 Glategny Court
Trafalgar Court Glategny Esplanade
Les Banques St. Peter Port
St. Peter Port Guernsey
Guernsey GY1 1WR
GY1 3QL
Investment Manager to the Parent Registrar (ZDP shares)
Picton Capital Limited Computershare Investor
28 Austin Friars Services (Guernsey)
London Limited
EC2N 2QQ NatWest House
Le Truchot
St Peter Port
Guernsey
GY1 1WD
Legal Advisors Brokers to the Parent
As to English Law JP Morgan Securities
Norton Rose Fulbright LLP Limited
3 More London Riverside 25 Bank Street
London London
SE1 2AQ E14 5JP
As to Guernsey Law Oriel Securities Limited
Carey Olsen 150 Cheapside
PO Box 98 London
Carey House EC2V 6ET
Les Banques
St Peter Port
Guernsey
GY1 4BZ
This information is provided by RNS
The company news service from the London Stock Exchange
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