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Canary Wharf Group - Final Results - Part 2

RNS Number:9228J
Canary Wharf Group PLC
13 September 2001

PART 2

        NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001

        1     BASIS OF PREPARATION

             The financial information is prepared on the basis of accounting
        policies set out in the group's statutory accounts for the year ended
        30 June 2000, consistently applied in all material respects.

             The financial information is abridged and does not constitute the
        group's full financial statements for the year ended 30 June 2000 or
        30 June 2001. Full financial statements for the year ended 30 June
        2000 (which received an unqualified audit report) have been filed with
        Registrar of Companies.

        2     OPERATING PROFIT

                                                    Year ended       Year ended
                                                       30 June          30 June
                                                          2001             2000
                                                          £000             £000
     The operating profit is stated after charging:
     - Depreciation (Note 9)                               334              289
     - Directors' emoluments                             1,887            1,517
     - Operating lease rentals:
     Land and buildings                                  5,271              934
     - Remuneration of the auditors:
     Audit fees                                            278              237
     Fees for other services                               316              123




             For the year ended 30 June 2001, fees of £116,000 (year ended 30
        June 2000 - £98,000) were also paid to the auditors in connection with
        the group's securitisations. These fees are deferred and amortised
        over the life of the debt in accordance with FRS4 (Capital
        Instruments).

             For the year ended 30 June 2001, depreciation of £2,222,000 (year
        ended 30 June 2000 £1,100,000) relating to fixtures and fittings in
        offices occupied by the group's construction personnel has been
        treated as a development expense and capitalised within the cost of
        properties under construction.

        3     INTEREST RECEIVABLE

                                          Year ended                 Year ended
                                             30 June                    30 June
                                                2001                       2000
                                                  £m                         £m
     Bank interest receivable                   50.7                       36.9



        During the year ended 30 June 2001, security over cash deposits
        totalling £94.3 million held by the group's finance lessors was
        released and at the same time interest rate swaps relating to these
        deposits were unwound resulting in a net gain to the group of £4.5
        million. This amount is included within interest receivable.



                NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE
                2001

        4     INTEREST PAYABLE

                                                                 Year     Year
                                                                ended    ended
                                                                   30       30
                                                                 June     June
                                                                 2001     2000
                                                                   £m       £m
     Notes and debentures                                        71.7     44.4
     Bank loans and overdrafts                                    9.3      7.3
     Finance lease charges                                       46.0     44.7
                                                                127.0     96.4
     Less:
     Interest at 6.5% (year ended 30 June 2000 - 6.7%) 
     on development financings transferred
     to development properties
                                                               (27.5)   (11.7)
                                                                 99.5     84.7


             Interest payable of £27.5 million (year ended 30 June 2000 - £
        11.7 million) has been transferred to development properties (Note 8).
        The amount transferred in respect of the year ended 30 June 2001
        includes £8.1 million (year ended 30 June 2000 - £2.7 million)
        attributable to funds borrowed specifically for the purpose of
        financing the construction of development properties. In addition, the
        amount transferred includes £19.4 million (year ended 30 June 2000 - £
        9.0 million) attributable to the cost of funds forming part of the
        group's general borrowings which were utilised in financing
        construction.

        5     TAXATION

             No provision for corporation tax has been made in the
        consolidated results of the group for the year to June 2001 due to the
        availability of tax losses brought forward from previous periods and
        other tax reliefs available to offset the profit for the year.



        6     EMPLOYEE INFORMATION

             Staff costs of all employees of the group, including directors,
        were:

                                            Year ended               Year ended
                                               30 June                  30 June
                                                  2001                     2000
                                                    £m                       £m
     Wages and salaries                           38.0                     26.1
     Social Security costs                         3.9                      2.6
     Other pension costs (Note 19)                 2.1                      1.5
                                                  44.0                     30.2


             The average monthly number of employees, including directors, of
        the group during the year to 30 June 2001 was 972 (year ended 30 June
        2000 - 721).



                NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE
                2001

        7     EARNINGS PER SHARE


             Basic earnings per share is calculated by reference to the profit
        attributable to ordinary shareholders of £42.5 million (June 2000 - £
        54.1 million) and on the weighted average of 688.0 million shares in
        issue (June 2000 - 684.7 million).

             The calculation of diluted earnings per share for the year ended
        30 June 2001 is based on profit attributable to ordinary shareholders
        of £42.5 million (June 2000 - £54.1 million) and the diluted weighted
        average of 700.4 million shares (June 2000 - 692.4 million). The
        difference between the basic weighted average number of shares and the
        diluted weighted average comprises the following:

                                                                         Shares
                                                                        million

                                                                            
        Warrants                                                            6.2
        Share options                                                       4.4
        Long Term Incentive Plan                                            1.8
        Total                                                              12.4



        The calculation of the number of shares which are dilutive is based on
        the number of each instrument outstanding (Note 16) as adjusted for
        the difference between the exercise price and the weighted average
        share price for the relevant year.

        The basic earnings per share before exceptional item and diluted
        earnings per share before exceptional item for the year ended 30 June
        2000 has been calculated on profit for that year of £15.0 million,
        excluding the exceptional item of £39.1 million relating to the net
        profit on sale of completed properties (Note 8).

        8     INVESTMENT PROPERTIES AND PROPERTIES UNDER CONSTRUCTION AND 
HELD
        FOR DEVELOPMENT

        Freehold properties held as tangible fixed assets:



                                  Investment       Properties
                                                        under
                                  Properties     construction   Properties held
                                                                for development
                                          £m               £m                £m
     As at 1 July 2000               2,196.7            182.4             147.0
     Additions including interest       19.4            409.8              26.8
     Acquisitions of development
     properties                            -                -              93.1
                                           
        Transfer from investments          -                -               6.2
        (Note 10)


             Transfer to
        properties under                   -            163.2           (163.2)
        construction


        Transfer from properties
        held as                            -                -              14.9
        current assets

                                        
             Revaluation                84.4                -                 -

     As at 30 June 2001              2,300.5            755.4             124.8
     Of which, subject to lease
     and finance leaseback           1,228.5
     arrangements
     Historical cost                 1,013.4            755.4             124.8




                NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE
                2001

Freehold properties held as current assets:
                                                                             £m
     As at 1 July 2000                                                    142.6
     Additions including interest                                         121.9
     Transfer to properties held as fixed assets                         (14.9)
     As at 30 June 2001                                                   249.6



        Properties under construction or held for development where the group
        has entered into an agreement for the sale of the property, subject to
        the satisfaction of certain conditions and, where relevant, completion
        of construction, are categorised as current assets being held for
        sale.

        On 6 November 2000, the group entered into an Agreement for Lease with
        Clifford Chance LLP for the lease of 785,000 sq ft in a new 1 million
        sq ft building under construction at Heron Quays (parcel HQ5). The
        group has acquired the sub-leasehold interest (with approximately 16.5
        years unexpired at the balance sheet date) in 200/202 Aldersgate
        Street, a 437,000 sq ft office building in the City of London, and has
        underlet the premises to Clifford Chance for a term with approximately
        6.5 years unexpired at the balance sheet date at the same rent as that
        under the sublease. Clifford Chance has the right to terminate its
        lease on giving not less than three months notice following practical
        completion of HQ5, in which event the group intends to dispose of its
        interest on the open market or sublet the premises.

        On 27 November 2000 the group completed the purchase of a 6.7 acre
        site immediately to the north of Canary Wharf. The consideration for
        this acquisition was £57.9 million, including stamp duty and other
        acquisition costs. The group acquired the property in conjunction with
        a partner who has a minority share. The property is carried at cost.
        The minority partner's share which is included in the total
        acquisition cost, is carried at £2.0 million and the directors are of
        the opinion that its value does not and will not exceed this amount.

        On 7 December 2000 the group's interest in the Canary Riverside joint
        venture was varied so as to achieve a reconstruction of the interests
        of the joint venture partners. As part of this reconstruction the
        group's share in the completed first phase of Canary Riverside was
        transferred to the other two joint venture partners for a nominal sum.
        This investment had a book value of £6.2 million (Note 10). A payment
        of £34 million was also made to the two remaining partners to buy out
        the contract relating to phases 2 and 3 of the development. As a
        result of this transaction the group has regained full ownership and
        control over phases 2 and 3 which has the benefit of planning
        permission for approximately 1 million sq ft gross of development. A
        further payment of £1 million, which has been accrued, will become due
        in the event that planning consent is achieved for significant
        incremental development on the site.

        NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001

        The group's investment properties have been valued as at 30 June 2001
        by either FPDSavills Commercial Limited, Chartered Surveyors, or CB
        Hillier Parker Limited, Surveyors and Valuers, on the basis of Open
        Market Value. Each property has been valued individually on a free and
        clear basis and not as part of a portfolio and no account has been
        taken of any intragroup loans or arrangements. No allowance has been
        made for any seller's expenses of realisation nor for any taxation
        which may arise in the event of disposal (see Note 15). The surplus
        arising on the year end valuations (£84.4 million) has been
        transferred to the revaluation reserve.

        Properties under construction and properties held for development at
        30 June 2001 which are to be retained are carried at their fair value
        at the time of the acquisition of the Canary Wharf Holdings Limited
        (CWHL) group in December 1995, less subsequent disposals plus
        additions at cost, subject to any provision for impairment. The
        property under construction that is contracted to be sold is carried
        at the lower of cost (namely fair value at date of acquisition plus
        additions at cost) and net realisable value.

        At 30 June 2001 properties under construction held as fixed assets
        included £33.8 million (30 June 2000 - £6.3 million) in respect of
        financing costs. No financing costs are included in properties under
        construction held as current assets.

        During the year ended 30 June 2000 the group completed two properties
        which were sold, generating a net profit on disposal of £39.1 million.


        9. OTHER TANGIBLE FIXED ASSETS



                                  Fixtures and        Computer
                                     equipment       equipment            Total
                                            £m              £m               £m
     Cost:
     At 1 July 2000                        5.3             0.3              5.6
     Additions                             8.3             0.1              8.4
     At 30 June 2001                      13.6             0.4             14.0
     Depreciation:
     At 1 July 2000                      (1.6)           (0.2)            (1.8)
     Charge for the year (Note 2)        (2.5)           (0.1)            (2.6)
     At 30 June 2001                     (4.1)           (0.3)            (4.4)
     Net book amount:
     At 30 June 2001                       9.5             0.1              9.6
     At 1 July 2000                        3.7             0.1              3.8



                NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE
                2001

        
        10. INVESTMENTS

                                     At June 2001                  At June 2000
                                               £m                            £m

                                                
        Associated                              -                           6.6
        undertakings

                                              
        Other investments                     2.1                             -

                                             
        Own shares                           13.7                             -

                                             15.8                           6.6





        The movement in the group's investment in associated undertakings
        during the year ended 30 June 2001 comprised:

                                                                          Group
                                                      investments in associated
                                                                   undertakings
                                                                             £m
             Cost:

                                                                            
             At 1 July 2000                                                 9.3

                                                                          
             Share of post acquisition loss                               (3.1)
             after tax

                                                                          
             Transfer to properties held for
             development (Note 8)                                         (6.2)


             At 30 June 2001                                                  -


             Provision against unrealised                                 (2.7)
             profit on sale of land

             At 1 July 2000


             Release of provision                                           2.7


             At 30 June 2001                                                  -


             Net book amount


             At 30 June 2001                                                  -


             At 30 June 2000                                                6.6


             Net charge to profit and loss                                (0.4)
             account



             In May 1997 the group sold an undeveloped plot of land at Canary
        Wharf to Canary Riverside Holdings Pte Limited ('CRH'), incorporated
        in Singapore, in which it acquired a 20% equity interest in the 'A'
        ordinary shares of that company. CRH was engaged in the development
        and operation of the Riverside site at Canary Wharf and the other
        shareholders comprise two companies registered in Singapore, Hotel
        Properties Limited ('HPL') and Pidemco Land Limited. On 7 December
        2000 the company's interest in CRH was transferred to the other two
        shareholders for a nominal sum in conjunction with the consolidation
        of interests referred to in Note 8.

        In February 1997 the group acquired a 50% interest in the shares of
        Canary Riverside Management (UK) Limited ('Manco'), a company
        registered in England and Wales. Upon formation Manco was 50:50
        jointly owned with HPL and was established to manage the development
        of the Riverside site. Manco ceased trading with effect from 31
        October 2000.

                NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE
                2001

        The results of the above associates attributable to the group up to
        the date of disposal or cessation of trade have been derived from the
        associates' management accounts for six months to 31 December 2000.
        The group's share of the results and net assets of its associates are
        as follows:

                                                CRH   Manco               Total
                                               £000    £000                £000
(Loss)/profit before interest and taxation  (9,659)    (86)
Interest                                    (5,204)       -
(Loss)/profit after taxation               (14,863)    (86)

Group share:                                  (20%)   (50%)
Year ended 30 June 2001                     (2,973)    (43)             (3,016)
Year ended 30 June 2000                       (853)     216               (637)

Net assets                                        -       -
Group share:                                  (20%)   (50%)
At June 2001                                      -       -                   -
At June 2000                                  9,187      83               9,270



        On 23 March 2001, the group acquired 52,079 £1 ordinary shares and
        2,604 convertible shares in Highspeed Office Limited, an unlisted
        company registered in England and Wales, being approximately 13% of
        its nominal share capital. The principal activity of Highspeed Office
        Limited is the provision of broadband telecommunications services. The
        consideration paid was £2.1 million representing the historical cost
        to the group including fees. The directors are of the opinion that the
        value of the investment at 30 June 2001 was not less than this amount.

        During the year ended 30 June 2001 the company acquired 2,671,668 of
        its own shares at a cost of £13.9 million, in connection with the
        group's share option schemes. The carrying value of own shares at 30
        June 2001 was £13.7 million, net of amortisation for the period of £
        0.2 million.

        In October 1996 the group sold its interest in the limited partner
        companies of the First Tower Limited Partnership for a nominal
        consideration. Further consideration may become payable to the group
        in the future, contingent upon the satisfaction of certain conditions.

        11     DEBTORS

                                          30 June 2001             30 June 2000
     Due within one year:                           £m                       £m
     Trade debtors                                 3.4                      3.6
     Other debtors                                57.5                     12.6
     Prepayments and accrued income               25.6                     15.7
                                                  86.5                     31.9


                NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE
                2001

        12     FINANCIAL ASSETS

             The group's financial assets comprise short term trade debtors
        (Note 11) and cash deposits. Cash deposits totalled £1,458.4 million
        at 30 June 2001 (30 June 2000 - £1,020.6 million), comprising deposits
        placed on money market at call and term rates. Total cash deposits
        include £707.2 million (30 June 2000 - £574.8 million) held by third
        parties as cash collateral for the group's borrowings, deposits
        arising from prepayments in respect of buildings contracted to be sold
        of £45.9 million (30 June 2000 - £207.0 million) and a further £2.3
        million (30 June 2000 - £2.3 million) charged to third parties as
        security for the group's obligations.

        Of the total cash deposits, £46.9 million (30 June 2000 - £296.6
        million) were invested at fixed rates and the remainder were at
        floating rates. The weighted average rate of interest on fixed rate
        deposits at 30 June 2001 was 6.4% (30 June 2000 - 6.7%). The weighted
        average period remaining on fixed deposits was 8 months at 30 June
        2001 (30 June 2000 - 48 months).


        13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
                                               30 June 2001       30 June 2000
                                                         £m                 £m
         Borrowings (Note 14)                          29.7               17.9
         Trade creditors                               61.7               31.4
         Taxation and Social Security costs             1.4                0.9
         Other creditors                               30.4                0.6
         Accruals                                     132.8              113.6
         Deferred income                              486.0               20.6
                                                      742.0              185.0

    At 30 June 2001 deferred income included £467.0 million (30 June 2000 - £
    Nil) in connection with agreements for the sale, upon completion, of
    buildings presently under construction at Canary Wharf. The income
    deferred will be recognised upon completion of construction of the
    relevant building.

    At 30 June 2001 accruals included £50.2 million (30 June 2000 - £50.2
    million) in respect of the group's remaining contribution to the Jubilee
    Line Extension.

        14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


             Creditors due after more than one year comprise:

                                        30 June 2001               30 June 2000
                                                  £m                         £m
     Securitised debt                        1,943.6                      923.9
     Finance lease obligations                 676.8                      675.1
     Deferred income                               -                      424.6
                                             2,620.4                    2,023.6




        NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001

             At 30 June 2000 deferred income of £424.6 million was held in
        connection with an agreement for the sale, upon completion, of a
        building presently under construction at Canary Wharf. The anticipated
        completion date of this building is April 2002, and therefore the
        deferred income has been transferred to Creditors: Amounts Falling Due
        Within One Year.

        The amounts at which borrowings are stated comprise:

                                           Construction       Finance
                                                  loans         lease
                          Securitised                     obligations     Total
                                 debt                     
                                   £m                £m            £m        £m
     At 30 June 2000            941.8                 -         675.1   1,616.9
     Drawn down in year       1,029.5             161.7             -   1,191.2
     Deferred financing
     expenses                   (9.8)                 -           0.2     (9.6)
     Accrued finance
     charges                     11.8               5.6           1.5      18.9
     Repaid in year                 -           (167.3)             -   (167.3)
     At 30 June 2001          1,973.3                 -         676.8   2,650.1

        Payable within
        one year or on           29.7                 -             -      29.7
        demand

     Payable in more
     than one year            1,943.6                 -         676.8   2,620.4
                              1,973.3                 -         676.8   2,650.1


                (1)     In December 1997 the company's subsidiary, Canary
                Wharf Finance plc (CWF), issued £555m of first mortgage
                debentures, the principal terms of which are:

Tranche      £m       Interest       Repayment
A           270         7.230%       By instalment 2004 to 2027
B            80         7.425%       By instalment 2004 to 2027
C           120        Stepped       By instalment 2006 to 2027
D            85       Floating       By instalment 2007 to 2020
            555


                The debentures are secured on certain property interests of
                the CWHL group and the rental income stream therefrom.

                     Interest on Tranche C increases in steps from 5% payable
                until October 1999, to 9.535% payable from October 2006.
                Interest on Tranche D is payable at LIBOR plus 1.1% until
                January 2003 and thereafter 3.1%, but the company has entered
                into an interest rate cap arrangement so as to cap the portion
                of interest linked to LIBOR at 8.5%.

                (2)     In February 2001, CWF issued an additional £120
                million of first mortgaged debentures at a premium of £14.7
                million. The tap issue comprised a further issue of A and B
                notes which are subject to the same conditions as the original
                notes issued in December 1997.

                Including the original notes, the weighted average maturity of
                the debentures at 30 June 2001 was 14.5 years. The debentures
                may be redeemed at the option of the issuer in an aggregate
                amount of not less than £1 million on any interest payment
                date, subject to the current ratings of the debentures not
                being adversely affected and certain other conditions
                affecting the amount to be redeemed.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001


                (3)     In June 2000 a group company, Canary Wharf Finance II
                plc (CWFII), issued £975 million of first mortgage debentures.
                The notes comprised:


                (a) £475 million term notes


                The term notes consist of five tranches, two of which,
                totalling £90 million were immediately re-purchased and are
                held by a group company. The principal terms of the tranches
                are:

Tranche          £m            Interest                               Repayment
Issued:
    A1          240              6.455%              By instalment 2009 to 2033
    

    A2           60            Floating              By instalment 2003 to 2012
    

    B            85              6.800%              By instalment 2005 to 2033
                385
Re-acquired:
    C            45              6.966%              By instalment 2011 to 2033
    

    D            45            Floating              By instalment 2011 to 2033
    

                475


                The notes are secured on certain property interests of the
                CWHL group and the rental income stream therefrom.

                The class A2 notes were issued in a principal amount of Euro
                100 million, with interest payable at three month EURIBOR plus
                a margin of 0.3%. The A2 notes are fully hedged via a currency
                swap, whereby all principal and interest liabilities are
                swapped into sterling providing an initial principal of £60
                million and interest payable fixed at 6.995%.

                Interest on the D notes is payable at a rate of three month
                LIBOR plus a margin of 1.75% until July 2005, and thereafter
                4.375%. The D notes are fully hedged using an interest rate
                collar, with a cap of 9% and a floor of 5%.

                (b)     £500 million revolving notes

                The securitisation allows for £500 million of 'AAA' and 'AA'
                rated fully revolving short term notes, of which £250 million
                is underwritten for 5 years from June 2000 by a banking
                syndicate. There were no immediate proceeds from the revolving
                notes as they were repurchased by the issuer. Drawings will
                commence once further fully constructed and leased properties
                are added to the securitisation pool. The pricing is based on
                three month LIBOR with a margin of 0.40% for the 'AAA' notes
                and 0.50% for the 'AA' notes. The commitment fee is 0.25% of
                the £250 million underwritten. Hedging is not required until
                first drawdown.

        NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001

                (4)     In June 2001, CWFII raised an additional £875 million
                of first mortgage debentures at a premium of £19.8 million.
                The notes comprise further issues of A1 and A2 notes together
                with three new tranches. The principal terms of the notes
                issued are:

Tranche      £m       Interest                                        Repayment
A1          475         6.455%                       By instalment 2009 to 2033
A2           50       Floating                       By instalment 2003 to 2012
A3          200         5.952%                       By instalment 2032 to 2037
A4           90       Floating                       By instalment 2004 to 2028
B1           60       Floating                       By instalment 2005 to 2024
            875



                The notes are secured on certain property interests of the
                CWHL group and the rental income stream therefrom.

                The class A1 notes were issued at a premium of £20.2 million
                on a principal amount of £475 million.

                The class A2 notes were issued in a principal amount of Euro83
                million, with interest payable at three month EURIBOR plus a
                margin of 0.3%. These notes are fully hedged via a currency
                swap, whereby all principal and interest liabilities are
                swapped into sterling providing an initial principal of £50.0
                million plus a premium of £0.2 million and interest payable
                fixed at 6.0775%.

                The class A3 notes were issued at par in a principal amount of
                £200 million.

                Interest on the class A4 notes is payable at three month LIBOR
                plus 0.375% stepping up to LIBOR plus 0.95% in July 2011.
                These notes are fully hedged at a fixed rate of 6.155% to July
                2011 and 6.73% thereafter.

                The class B1 notes were issued in a principal amount of Euro
                100 million with interest payable at three month EURIBOR plus
                a margin of 0.45%. These notes are fully hedged via a currency
                swap, whereby all principal and interest liabilities are
                swapped into sterling providing an initial principal of £60
                million less a discount of £0.6 million and interest payable
                fixed at 6.265%.

                Including the original notes issued in June 2000, the weighted
                average maturity of the debentures at 30 June 2001 was 19.5
                years. The debentures may be redeemed at the option of the
                issuer in an aggregate amount of not less than £1 million
                (except classes A2 and B1 which may not be less than Euro1
                million) on any interest payment date subject to the current
                rating of the debentures not being adversely affected and
                certain other conditions affecting the amount to be redeemed.

        NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001

                (5)     On 3 November 2000 the group concluded a seven year, £
                1 billion revolving construction loan facility of which £167.3
                million including finance costs was drawn down prior to
                repayment in June 2001. Drawings under the facility are
                secured by first-ranking fixed and floating charges over the
                properties which are subject to the financing and by the
                guarantee of the parent company. Drawings bear interest at a
                margin of 1% over LIBOR and are repayable on the date falling
                three months after the scheduled completion date for the
                property being financed, subject to the group's ability to
                extend on certain conditions. At 30 June 2001 the full amount
                of the £1 billion facility was available to fund future
                construction.

                (6)     The group's obligations under certain finance leases
                are secured by first- ranking fixed and floating charges over
                the property which is the subject of those finance leases and
                over certain cash deposits (Note 23). The weighted average
                rate of interest implicit in the group's finance leases is
                6.9%.

                (7)     Loans and finance lease obligations falling due after
                more than one year are repayable as follows:

                               Loans   Finance      Loans               Finance
                                        Leases                           leases
                                2001      2001       2000                  2000
                                  £m        £m         £m                    £m

        In more than one
        year but                   -         -          -                     -
        less than two years


        In more than two
        years but              140.4         -       60.1                     -
        not more than five
        years

     In more than five years 1,803.2     676.8      863.8                 675.1
                             1,943.6     676.8      923.9                 675.1




                (8)     After taking into account interest rate hedging
                entered into by the group, the interest rate profile of the
                group's financial liabilities at 30 June 2001 (not including
                creditors falling due within one year) was:

                       At 30 June 2001                    At 30 June 2000

                Floating  Fixed rate               Floating  Fixed rate
                    rate   financial                   rate   financial
               financial liabilities              financial liabilities
             liabilities                        liabilities
                                       Total                              Total
                      £m          £m      £m             £m          £m      £m
Securitised         84.7     1,888.6 1,973.3           87.0       854.8   941.8
debt
Finance            446.7       230.1   676.8          448.4       226.7   675.1
leases
                   531.4     2,118.7 2,650.1          535.4     1,081.5 1,616.9
Less: Cash                           
collateral
for              (426.8)     (280.4) (707.2)        (424.5)     (150.3) (574.8)
borrowings
(Note 12)
                   104.6     1,838.3 1,942.9          110.9       931.2 1,042.1


                     The group's floating rate liabilities comprise sterling
                denominated bank borrowings, debentures and finance leases
                which bear interest at rates linked to LIBOR.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001


                     In respect of the group's fixed rate financial
                liabilities:

                                30 June 2001                       30 June 2000
                   Weighted         Weighted          Weighted         Weighted
                    average   average period           average   average period
              interest rate            fixed     interest rate            fixed
                          %            Years                 %            Years
Securitised             6.6             18.0               7.1             17.9
debt
Finance                10.0             14.7              10.0             15.5
leases



                
                (9)In accordance with FRS 13 (Derivatives and Other Financial   
                   Instruments:
                   Disclosures) the group is required to disclose the fair      
                   values of its financial assets and liabilities (excluding    
                   debtors and creditors falling due within one year) and at 30 
                   June 2001 these were as follows:

                                 30 June 2001                30 June 2000       
                           Book           Fair              Book           Fair 
                          Value          Value             value          value 
                             £m             £m                £m             £m 
  
    Primary
    financial
    instruments
    held or
    issued to
    finance the
    group's
    operations:
    Cash on
    deposit
    earning
    - floating          1,411.5        1,411.5             724.0          724.0
    rates of
    interest
    - fixed                46.9           55.8             296.6          329.9
    rates of
    interest
    Short term
    financial
    liabilities
    and current          (29.7)         (29.7)            (17.9)         (17.9)
    portion of
    long term
    borrowings
    Long term         (1,943.6)      (2,023.4)           (923.9)        (962.8)
    borrowings
    Finance             (676.8)        (711.2)           (675.1)        (704.1)
    leases
    Derivative
    financial
    instruments
    held to
    manage
    interest
    rate and
    exchange
    rate
    profile:
    - interest                -            6.7                 -              -
    rate swaps
    - interest              2.4          (0.1)               2.7            1.5
    rate caps
    - currency                -          (1.0)                 -            2.7
    swaps


         The fair value of the interest rate swaps and sterling denominated
    fixed rate debt and deposits have been determined by reference to prices
    available on the markets on which they are traded. All other fair values
    shown have been calculated by discounting cash flows at the relevant zero
    coupon LIBOR interest rates prevailing at the balance sheet date.

    During the year to June 2001 £2.5 million was realised on certain interest
    rate hedges. These hedges were entered into in anticipation of the tap
    issue completed in June 2001 and the gains have therefore been deferred
    and will be recognised over the term of the debt. In addition, security
    over certain cash deposits was released and at the same time interest rate
    swaps relating to these deposits were unwound resulting in a net gain to
    the group of £4.5 million which was included in interest receivable (see
    Note 3).

    During the year to June 2000 £3.8 million was realised on certain interest
    rate hedges. These hedges were entered into in anticipation of the group's
    securitisation completed in June 2000 and the gains have therefore been
    deferred and will be recognised over the term of the debt.

    NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001

    Other than the above no gains or losses on derivative financial
    instruments have been recognised in the year.

    Unrecognised gains and losses on instruments used for hedging, and the
    movements therein, are as follows:

                         2001                               2000
                                 Total net                             Total net
                                    gains/                                gains/
                Gains    (Losses)  (losses)        Gains    (Losses)    (losses)
                   £m          £m        £m           £m          £m          £m

Unrecognised 
  gains and
  losses          2.7       (1.2)       1.5          49.6      (0.3)       49.3
  on
  hedges
  at
  1 July


Gains and losses    -           -         -             -          -          -
arising
in previous 
years that
were
recognised 
in the year

Gains and 
losses            2.7       (1.2)       1.5          49.6      (0.3)       49.3
arising
before 
1 July that
were not 
recognised in
the year

Gains and 
losses            4.0       (2.3)       1.7        (46.9)      (0.9)     (47.8)
arising in
the year that 
were not
recognised 
in the year

Unrecognised 
gains and         6.7       (3.5)       3.2           2.7      (1.2)        1.5
losses on 
hedges at
30 June

Of which:

Gains and 
losses              -           -         -             -          -          -
expected
to be 
recognised in
the
following year

Gains and 
losses            6.7       (3.5)       3.2           2.7      (1.2)        1.5
expected
to be 
recognised 
after
the
following year

                
                (10) At 30 June 2001, the group had one (30 June 2000 - None)   
                 undrawn committed borrowing facility. The facility enables the 
                 group to drawdown funds of up to £1 billion over the period to 
                 November 2007.

                (11)The group has no material monetary assets or liabilities in 
                 currencies other than pounds sterling.




        
        15     PROVISION FOR LIABILITIES AND CHARGES

                                                                             £m
     Provision for amounts payable in relation to partially vacant
     leasehold properties:
     As at 1 July 2000                                                      2.9
                                                                          
        Release to profit and loss account                                (2.6)

     As at 30 June 2001                                                     0.3




             During the year to 30 June 2001, a vacant leasehold property was
        assigned to a third party. The surplus arising as a result of this
        assignment was therefore released to the profit and loss account.



        Deferred taxation:

             There were no potential deferred taxation liabilities requiring
        provision at 30 June 2001 or 30 June 2000.

             If the group's investment properties were sold at their open
        market value, a tax liability of approximately £218.9 million (30 June
        2000 - £201.3 million) would arise. As the company has no intention to
        sell its investment properties and it is not expected that any
        liability will arise in the foreseeable future, no provision for this
        contingent liability has been made.


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