Canary Wharf Group - Final Results - Part 2
RNS Number:1592Q
Canary Wharf Group PLC
25 September 2003
PART 2
CANARY WHARF GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2003
1 BASIS OF PREPARATION
The financial information is prepared on the basis of the accounting
policies set out in the group's statutory accounts for the year ended 30
June 2002, all of which have been applied consistently throughout this and
the preceding year.
The financial information in this announcement, which was approved by the
board of directors on 24 September 2003 and does not constitute the
company's statutory accounts for the years ended 30 June 2003 or 2002, but
is derived from these accounts. Statutory accounts for 2002 have been
delivered to the Registrar of Companies and those for 2003 will be
delivered following the company's annual general meeting. The auditors
have reported on these accounts, their reports were unqualified and did
not contain statements under S237 (2) or (3) Companies Act 1985
Group restructuring
On 4 December 2001 a restructuring of the group was completed and a new
ultimate holding company was introduced by way of a scheme of arrangement
in accordance with Section 425 of the Companies Act 1985. Group
restructuring expenses of £2.4 million were treated as an exceptional item
in accordance with Financial Reporting Standard 3 (Reporting Financial
Performance) in the year ended 30 June 2002.
2 SEGMENTAL REPORTING
The Operating and Financial Review includes a discussion of segmental
information and a summary of the properties in each segment. For the
purposes of the segmental information which follows, properties are
stated on the basis adopted for statutory reporting purposes, which does
not reflect any revaluation of properties under construction or held for
development.
Balance sheet
At June 2003 At June 2002
-------------------------------------- ---------------------------------------------
Total Total
Canary I Canary II Group Canary I Canary II Group
£m £m £m £m £m £m
------------- --------------- -------------- ---------------- ------------- ------------
Properties 5,164.0 151.8 5,315.8 4,252.4 131.0 4,383.4
Other net
(liabilities)/assets
excluding net debt
and intragroup
funding (114.5) (1.0) (115.5) 108.7 (9.0) 99.7
------------- --------------- -------------- ---------------- ------------- ------------
Net assets prior to 5,049.5 150.8 5,200.3 4,361.1 122.0 4,483.1
funding
Net debt (external) (3,680.9) - (3,680.9) (2,622.8) - (2,622.8)
Intragroup funding 150.8 (150.8) - 122.0 (122.0)
------------- --------------- -------------- ---------------- ------------- ------------
1,519.4 - 1,519.4 1,860.3 - 1,860.3
============= =============== ============== ================ ============= ============
Profit and loss account
The group's turnover for the years ended 30 June 2003 and 30 June 2002 was
attributable entirely to Canary I.
Administrative expenses for the year ended 30 June 2003 were £36.4 million
excluding exceptional items (year ended 30 June 2002 - £38.1 million), of
which £31.9 million was attributable to Canary I (year ended 30 June 2002
- £33.5 million) and £4.5 million to Canary II (year ended 30 June 2002 -
£4.6 million).
Canary I recorded a loss before tax of £8.7 million including exceptional
items for the year ended 30 June 2003 (year ended 30 June 2002 - profit of
£207.7 million) whilst Canary II recorded a loss before tax of £4.5
million (year ended 30 June 2002 - £4.6 million) attributable entirely to
administrative expenses.
3 OPERATING PROFIT
Year ended Year ended
30 June 30 June
2003 2002
---------------- ----------------
The operating profit is stated after charging: £000 £000
- Depreciation (Note 11) 859 990
- Directors' emoluments (Note 8) 2,190 2,482
- Operating lease rentals:
Land and buildings 16,714 16,714
- Remuneration of the auditors:
Audit fees 342 303
Fees for other services:
Further assurance 163 221
Taxation 1,359 183
Other non-audit 384 -
In 2002, fees included £70,000 and £290,000 in respect of audit and other fees
respectively, paid to the previous auditors, Arthur Andersen.
For the year ended 30 June 2003, fees of £75,000 (year ended 30 June 2002 -
£64,000 paid to Arthur Andersen) 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 FRS 4 (Capital Instruments). In 2002,
further fees were also paid to Arthur Andersen of £409,000 relating to the
group's corporate restructuring (Note 1).
Of audit fees of £342,000 incurred in the year ended 30 June 2003, £37,000 was
incurred by the company (year ended 30 June 2002 - £30,000 out of £303,000).
For the year ended 30 June 2003, depreciation of £2,469,000 (year ended 30 June
2002 - £2,431,000) relating to fixtures equipment 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.
For the years ended 30 June 2003 and 30 June 2002 the operating lease rental
costs were fully recovered through a sub-letting contract.
4 INTEREST RECEIVABLE
Year ended Year ended
30 June 30 June
2003 2002
------------------ ------------------
£m £m
Bank interest receivable 45.0 48.8
================== ==================
5 INTEREST PAYABLE
Year ended Year ended
30 June 30 June
2003 2002
------------------ ------------------
£m £m
Notes and debentures 253.0 173.1
Bank loans and overdrafts 10.7 18.2
Finance lease charges 37.6 41.1
------------------ ------------------
301.3 232.4
Less:
Interest at 6.1% (year ended 30 June 2002 - 6.1%)
on development financings transferred to
development properties
(77.8) (76.0)
------------------ -----------------
================== =================
223.5 156.4
================== =================
Interest payable of £77.8 million (year ended 30 June 2002 - £76.0 million) has
been transferred to development properties (Note 10). The amount transferred in
respect of the year ended 30 June 2003 included £23.4 million (year ended 30
June 2002 - £33.0 million) attributable to funds borrowed and expenses incurred
specifically for the purpose of financing the construction of development
properties. In addition, the amount transferred includes £54.4 million (year
ended 30 June 2002 - £43.0 million) attributable to the cost of funds forming
part of the group's general borrowings which were utilised in financing
construction.
For the year ended 30 June 2002, finance lease charges of £41.1 million include
£4.1 million relating to the acquisition of Indural Holdings Limited ('Indural')
(see Note 16 (12)).
6 TAXATION
Year ended Year ended
30 June 30 June
2003 2002
------------------ ------------------
£m £m
Current tax:
UK corporation tax (see below) - -
Deferred tax:
Origination and reversal of timing differences 8.1 (6.3)
Net effect of discount (4.4) (3.8)
------------------ ------------------
Total deferred tax (Note 17) 3.7 (10.1)
------------------ ------------------
Total tax on (loss)/profit on ordinary
activities 3.7 (10.1)
================== =================
Tax reconciliation:
Group (loss)/ profit on ordinary
activities before tax (13.2) 203.1
================== =================
Tax on (loss)/profit on ordinary
activities at UK corporation
tax rate of 30% (4.0) 60.9
Effects of:
Tax losses and other timing
differences 3.4 (77.5)
Expenses not deductible for tax
purposes 0.6 0.4
Chargeable gains - 16.2
------------------ ------------------
Current tax charge for the year - -
================== =================
No provision for corporation tax has been made in the consolidated results of
the group for the year to 30 June 2003 or the previous year due to the tax loss
arising in the year, the availability of tax losses brought forward from
previous periods and other tax reliefs available. It is anticipated that the
tax losses brought forward, comprising trading and capital losses, and other tax
reliefs including EZAs will reduce future tax charges.
7 DIVIDENDS Year ended Year ended
30 June 30 June
2003 2002
------------------ ------------------
£m £m
Dividend at 64.27p per share 372.8 -
================= ==================
On 22 October 2002 the company declared the return of £375 million of capital to
shareholders by way of a special dividend which was paid on 29 November 2002.
Payment of dividends totalling £2.2 million was waived by the Trustee for 3.4
million shares held on behalf of the group's various share option plans.
As a result of the special dividend, the exercise price for certain of the
group's share option schemes was reduced giving rise to an exceptional charge of
£2.8 million (see Note 12).
8 EMPLOYEE INFORMATION
Staff costs for all employees of the group, including directors:
Year ended Year ended
30 June 30 June
2003 2002
------------------- ------------------
£m £m
Wages and salaries 52.2 51.7
Social security costs 5.0 4.9
Other pension costs (Note 21) 3.1 2.8
------------------- ------------------
60.3 59.4
=================== ==================
The average monthly number of employees, including directors, of the group
during the year to 30 June 2003 was 1,180 (year ended 30 June 2002 - 1,177) as
set out in the table below. The average monthly number of employees (including
executive directors) was:
Year ended Year ended
30 June 30 June
2003 2002
------------------- -----------------
Construction 499 567
Property management 506 449
Administration 175 161
------------------- ------------------
1,180 1,177
=================== ==================
9 EARNINGS PER SHARE
Basic earnings per share is calculated by reference to the loss attributable to
ordinary shareholders of £9.5 million (June 2002 - profit of £193.0 million) and
on the weighted average of 585.5 million shares in issue (June 2002 - 642.9
million).
The calculation of diluted earnings per share for the year ended 30 June 2003 is
based on the loss attributable to ordinary shareholders of £9.5 million (year
ended 30 June 2002 - profit of £193.0 million) and the diluted weighted average
of 585.5 million shares (June 2002 - 649.8 million).
For the year ended 30 June 2003, the weighted average number of ordinary shares
for the purposes of calculating the diluted earnings per share is identical to
that used for basic earnings per ordinary share. This is because the exercise
of share options would have the effect of reducing the loss per ordinary share
and is therefore not treated as dilutive under the terms of Financial Reporting
Standard 14 (Earnings per share).
The calculation of the number of shares which are dilutive is based on the
number of each instrument outstanding (Note 18) as adjusted for the difference
between the exercise price and the weighted average share price for the relevant
year.
The basic earnings per share excluding exceptional items and diluted earnings
per share excluding exceptional items for the year ended 30 June 2003 have been
calculated on the loss for that year of £9.6 million (year ended 30 June 2002 -
profit of £12.5 million), excluding exceptional items totalling a profit of £0.1
million (year ended 30 June 2002 - £180.5 million).
10 INVESTMENT PROPERTIES AND PROPERTIES UNDER CONSTRUCTION AND HELD FOR DEVELOPMENT
Freehold properties held as tangible fixed assets:
Investment Properties under Properties held
properties construction for development
---------------- ---------------- ----------------
£m £m £m
Market value at 1 July 2002 3,278.8 936.6 178.7
Adjustment for UITF 28 as at 1 July 2002 (10.7) - -
---------------- ---------------- ----------------
Carrying value as at 1 July 2002 3,268.1 936.6 178.7
Additions including interest 2.2 733.3 45.1
Transfer of completed properties 760.7 (760.7) -
Revaluation 151.8 - -
---------------- ---------------- ----------------
As at 30 June 2003 4,182.8 909.2 223.8
Adjustment for UITF 28 at 30 June 2003 47.7
---------------- ---------------- ----------------
Market value at 30 June 2003 4,230.5
================
Of which, subject to lease and finance
leaseback arrangements 1,015.5
================
Historical cost 2,491.8 909.2 223.8
================ ================ ================
During the year ended 30 June 2003 the group completed construction of five
buildings that were retained as investment properties, 5 Canada Square, 20
Canada Square, 16-19 Canada Square, 20 Bank Street and 40 Bank Street. These
properties have been revalued externally by either FPDSavills Commercial
Limited, Chartered Surveyors or CB Richard Ellis Limited, Surveyors and Valuers
at 30 June 2003 on the basis of Market Value in accordance with the Appraisal
and Valuation Manual published by the Royal Institution of Chartered Surveyors
('Market Value'). This resulted in surpluses upon revaluation of £415.4 million
which have been taken to the revaluation reserve.
The group's other investment properties have also been valued as at 30 June
2003 on the basis of Market Value. These valuations were undertaken by either
FPDSavills Commercial Limited, or CB Richard Ellis Limited. 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.
Whilst allowance has been made for any purchaser's expenses no allowance has
been made for any seller's expenses of realisation nor for any taxation which
may arise in the event of disposal (Note 17). The allowance for purchaser's
expenses has been reduced from 5.75% to 1.75% taking account of the stamp duty
relief for properties in disadvantaged areas announced in the 2003 Budget. The
net surplus arising on the year end valuations, including that on properties
completed during the year (£151.8 million), has been transferred to the
revaluation reserve.
Properties under construction and properties held for development at 30 June
2003 which are to be retained are carried at their fair value at the time of the
acquisition of the CWHL group in December 1995, less subsequent disposals plus
additions at cost, subject to any provision for impairment.
At 30 June 2003 properties under construction held as fixed assets included
£87.6 million (30 June 2002 - £67.2 million) in respect of financing costs.
In April 2002 8 Canada Square achieved practical completion and the building was
sold under the terms of a development agreement entered into in October 1998.
The sale of this property resulted in a profit on disposal of £169.5 million
which was shown as an exceptional item in the profit and loss account for the
year ended 30 June 2002.
11 OTHER TANGIBLE FIXED ASSETS
Fixtures and Computer
equipment
equipment Total
------------------ ---------------- --------------
£m £m £m
Cost:
At 1 July 2002 15.3 0.6 15.9
Additions 0.3 - 0.3
Transfer to properties held for
development (1.9) - (1.9)
------------------ ---------------- --------------
At 30 June 2003 13.7 0.6 14.3
================== ================ ==============
Depreciation:
At 1 July 2002 (7.4) (0.4) (7.8)
Transfer to properties held for
development 1.9 - 1.9
Charge for the year (Note 3) (3.2) (0.1) (3.3)
------------------ ---------------- --------------
At 30 June 2003 (8.7) (0.5) (9.2)
================== ================ ==============
Net book amount:
At 30 June 2003 5.0 0.1 5.1
================== ================ ==============
At 30 June 2002 7.9 0.2 8.1
================== ================ ==============
12 INVESTMENTS
At June 2003 At June 2002
--------------------- -------------------
Group Group
£m £m
Other investments 1.1 1.6
Own shares 11.7 22.4
--------------------- -------------------
12.8 24.0
===================== ===================
In October 1996 the group sold its interest in the limited partner companies of
the First Tower Limited Partnership subject to payment of deferred consideration
contingent on the satisfaction of certain conditions. During the year to 30
June 2002 these conditions were confirmed as having been satisfied and the group
received £13.4 million net of expenses. In the year to 30 June 2003 the group
became entitled to receive an additional £2.9 million net of expenses. These
amounts, which did not give rise to deferred tax are recognised in the profit
and loss account as exceptional items.
In March 2001, the group acquired 52,079 £1 ordinary shares and 2,604
convertible shares in HighSpeed Office Limited ('HSO'), an unlisted company
registered in England and Wales, being approximately 13% of its nominal share
capital. The principal activity of HSO is the provision of broadband
telecommunications services. The consideration paid was £2.1 million
representing the historical cost to the group including fees. At 30 June 2003
the carrying value of the investment was written down by £0.5 million to £1.1
million, representing the net asset value of HSO at that date.
During 2001 the company acquired 5.2 million of its own shares at a cost of
£26.8 million in connection with certain of the group's share option schemes.
Such shares are initially recorded at cost and written down to the exercise
price over the period to vesting. Prior to the payment of the special dividend
on 29 November 2002 the exercise price for the relevant schemes was £4.00 per
share. As a result of the special dividend, the amount payable by employees on
exercise was reduced from £4.00 to £3.3117. The carrying value of the group's
investment in own shares has accordingly been reduced in order to reflect the
reduction in the amount recoverable. This has resulted in an exceptional charge
to operating profit of £2.8 million during the year.
Investment in own shares:
Group
-------------------
£m
Cost:
At 1 July 2002 26.3
Transferred to participants (0.4)
Received from participants 0.2
-------------------
At 30 June 2003 26.1
===================
Amounts written off:
At 1 July 2002 (3.9)
Written off (10.6)
Transferred to participants 0.1
-------------------
At 30 June 2003 (14.4)
===================
Net book amount:
At 30 June 2003 11.7
-------------------
At 30 June 2002 22.4
===================
13 DEBTORS
At June 2003 At June 2002
------------------- -------------------
Group Group
£m £m
Due within one year:
Trade debtors 16.1 4.1
Other debtors 83.9 66.7
Amounts owed by subsidiary undertakings - -
Prepayments and accrued income 41.4 284.4
------------------- -------------------
141.4 355.2
=================== ===================
At June 2003 At June 2002
------------------- -------------------
Group Group
£m £m
Due after one year:
Prepayments and accrued income 265.7 26.2
=================== ===================
Prepayments and accrued income due after one year represents lease incentives
and at 30 June 2003 included the provisions for vacant leasehold property and
other lease commitments shown in Note 17.
14 FINANCIAL ASSETS
The group's financial assets comprise short term trade debtors (Note 13) and
cash deposits. Cash deposits totalled £1,029.1 million at 30 June 2003 (30 June
2002 - £1,327.2 million), comprising deposits placed on money market at call and
term rates. Total cash deposits include £751.1 million (30 June 2002 - £899.8
million) held by third parties as cash collateral for the group's borrowings and
a further £1.2 million (30 June 2002 - £5.9 million) charged to third parties as
security for the group's obligations.
Of the total cash deposits, £2.9 million (30 June 2002 - £1.9 million) was
invested at fixed rates and the remainder was at floating rates. The rate of
interest on the fixed rate deposit at 30 June 2003 was 7.8% (30 June 2002 -
7.8%). The weighted average period remaining on fixed deposits was 6.7 years at
30 June 2003 (30 June 2002 - 7.5 years).
15 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
At June 2003 At June 2002
--------------------- -------------------
Group Group
£m £m
Borrowings (Note 16) 85.9 79.5
Trade creditors 56.1 62.8
Amounts due to subsidiary undertakings - -
Taxation and social security costs 1.3 1.6
Other creditors 53.0 3.4
Accruals 172.6 130.7
Deferred income 58.8 63.7
--------------------- -------------------
427.7 341.7
===================== ===================
16 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Creditors due after more than one year comprise:
At June 2003 At June 2002
------------------- ------------------
Group Group
£m £m
Securitised debt 3,658.3 3,272.2
Secured loans 382.8 21.3
Finance lease obligations 583.0 577.0
------------------- ------------------
4,624.1 3,870.5
=================== ==================
The amounts at which borrowings are stated comprise:
Securitised debt Secured Construction Finance lease
loans loans obligations Total
£m £m £m £m £m
--------------- ------------ --------------- --------------- ------------
At 30 June 2002 3,317.9 - 55.1 577.0 3,950.0
Drawn down in year 510.0 310.0 98.6 - 918.6
Deferred financing (2.2) (3.0) 0.3 0.2 (4.7)
expenses
Accrued finance charges 0.7 2.8 3.6 5.8 12.9
Repaid in year (85.0) - (81.8) - (166.8)
--------------- ------------ --------------- --------------- ------------
At 30 June 2003 3,741.4 309.8 75.8 583.0 4,710.0
=============== ============ =============== =============== ============
Payable within one year or
on demand 83.1 2.8 - - 85.9
Payable in more than
one year 3,658.3 307.0 75.8 583.0 4,624.1
--------------- ------------ --------------- --------------- ------------
3,741.4 309.8 75.8 583.0 4,710.0
=============== ============ =============== =============== ============
(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
------------ -------- ------------------ -------------------------------------
Issued:
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 2003
--------
555
--------
The D notes were redeemed in January 2003. The remaining debentures are secured
on certain property interests of the group and the rental income stream
therefrom. Redemption of the D notes was funded from a bank loan facility
secured by way of a second charge over this group of property interests (Note 16
(10) below). Unamortised fees totalling £2.3 million were charged to interest
payable as a result of the redemption of the D notes.
Interest on the C notes increases in steps from 5% payable until October 1999,
to 9.535% payable from October 2006. Interest on the D notes was payable at
LIBOR plus 1.1% until January 2003 when it stepped up to LIBOR plus 3.10%. It
was subject to 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 mortgage
debentures at a premium of £14.7 million. The tap issue comprised a
further issue of £105 million of A and £15 million of B notes which are
subject to the same conditions as the original notes issued in December
1997.
Including the original notes still in issue, the weighted average maturity
of the debentures at 30 June 2003 was 12.9 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.
(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 group and the rental
income stream therefrom.
The class A2 notes were issued in a principal amount of Euro100 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 was 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. In October 2002,
£125.0 million of the 'AAA' rated and £60.0 million of the 'AA' rated notes were
reissued (Note 16(6)). The commitment fee on the remaining £65 million
underwritten is 0.25%. Hedging is not required until drawdown.
(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 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 6.078%.
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 Euro100 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%.
(5) In February 2002, CWFII raised an additional £1,257 million of first
mortgage debentures at a premium of £83.1 million. The notes comprised
further issues of A1, A3, and B notes together with a new US Dollar
denominated tranche. The principal items of the notes issued are:
Tranche £m Interest Repayment
--------------------------- ----------- ------------ ----------------------------------------
A1 500 6.455% By instalment 2009 to 2033
A3 200 5.952% By instalment 2032 to 2037
A5 407 Floating By instalment 2012 to 2033
-----------
B 150 6.800% By instalment 2005 to 2033
-----------
1,257
===========
The notes are secured on certain property interests of the group and the rental
income stream therefrom.
The class A1 notes were issued at a premium of £48.6 million on a principal
amount of £500.0 million and the class A3 notes were issued at a premium of
£17.3 million in a principal amount of £200.0 million.
The class A5 notes were issued in a principal amount of US$579.0 million with
interest payable at three month US$ LIBOR plus a margin of 0.39% to July 2010
and thereafter 0.975%. These notes are hedged via currency swaps, whereby
principal and interest liabilities are swapped into sterling providing an
initial principal of £407.0 million and interest payable fixed at 6.002% to July
2010 and 6.218% thereafter. The step up to 0.975% is not hedged.
The class B notes were issued at a premium of £17.2 million on a principal
amount of £150.0 million.
(6) In October 2002 a further tap issue was completed by CWF II raising
£510.0 million. The notes issued comprise a new A6 Tranche in a
principal amount of £325.0 million. The company also reissued £125.0
million of 'AAA' rated and £60.0 million 'AA' rated fully revolving
short-term notes (see Note 16 3 (b)).
The principal terms of the notes issued are:
Tranche £m Interest Repayment
------------------ -------- -------------- -------------------------------------
Issued:
A6 325 Floating By instalment 2005 to 2033
Re-issued:
R1 125 Floating By instalment 2005 to 2033
R2 60 Floating By instalment 2005 to 2033
--------
510
========
The notes are secured on certain property interests of the group and the rental
income stream therefrom.
Interest on the Class A6 notes is payable at three month LIBOR plus 0.45%
stepping up to LIBOR plus 1.125% in October 2005. These notes are fully hedged
at 5.49925% to October 2005 and 6.17425% thereafter. Interest on the revolving
short-term notes is payable at three month LIBOR with a margin of 0.4% for the '
AAA' notes and 0.5% for the 'AA' notes. These notes are fully hedged at 5.4242%
for the 'AAA' notes and 5.4589% for the 'AA' notes.
Including the notes issued in October 2002 the weighted average maturity of the
debentures at 30 June 2003 was 18.4 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 and Class A5
which may not be less than $1 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.
(7) On 3 November 2000 the group concluded a seven year, £1 billion revolving
construction loan facility. On 30 May 2003, notice to reduce the facility
by £250 million to £750 million became effective. At 30 June 2003 £76.8
million of a £407.0 million commitment allocated to the construction of
1 Churchill Place had been drawn down leaving £343 million of the
facility available to fund construction of other buildings. 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.
(8) In October 2001 the group entered into a further £125 million
construction loan facility, of which a total of £82.3 million was drawn
down in connection with construction of the property at 20 Canada
Square. Interest was incurred at a margin of 1% over LIBOR. In March
2003, the loan was repaid in full following completion of the building.
(9) Upon repayment of the construction facility secured on 20 Canada Square,
a group company entered into an investment loan in a principal amount of
£225 million. The proceeds of this loan were used in part to repay the
balance on the £125.0 million construction loan (Note 16 (8)) with the
balance for general corporate purposes. Interest is charged at LIBOR
plus 1.125%. The loan has been fully hedged at 6.056% and is repayable
by instalments from April 2008 with a final maturity in 2025. The loan
is secured by first ranking fixed and floating charges over 20 Canada
Square. In addition a group company has entered into a rental guarantee
of a minimum of £2.8 million and a maximum of £3.4 million per quarter.
The rental guarantee will be reduced in the event of further lettings in
the building.
(10) In January 2003 a group company drew down £85.0 million on a bank
facility to fund the redemption of the D notes ('BBB' rated) of the
December 1997 securitisation (Note 16(1). The term of the facility is
eighteen months to July 2004. The loan carries interest of LIBOR plus
2.1% subject to an interest rate collar arrangement which serves to cap
the portion linked to LIBOR to 5.5%. The loan is secured by way of a
second charge over the property interests included in the CWF
securitisation and by an interest guarantee from Canary Wharf Limited.
(11) In December 2002, the group entered into a facility to borrow up to £605
million secured against 1 Churchill Place, a property that is currently
under construction. The facility may be drawn down when the property has
reached practical completion, which is expected in July 2004, and the
related construction facility has been repaid. The amount which may be
drawn is dependent on the amortisation period chosen. A minimum of £529
million may be drawn on the basis of paying interest only for the first
ten years of the facility whereas drawings can be increased to £605
million on a fully amortising basis. The loan is currently hedged to
reflect the £529 million minimum drawing resulting in a hedged interest
rate of 5.82% and a final maturity in July 2034. If a shorter
amortisation period is chosen, the increased borrowings will require
additional hedging.
(12) On 1 October 2001 the group concluded the acquisition from HSBC of
Indural Holdings Limited ('Indural') for a consideration of £3.1 million.
In December 1997 Indural entered into agreements for lease in respect of
two properties owned by the then group which were subsequently leased
back to the group from the date of acquisition on finance lease terms.
As a result of the acquisition cash deposits totalling £111.9 million
held by Indural as security for the group's finance leases were
released from charge. Indural has been consolidated in the accounts of
the group from the date of acquisition, the effect of which has been that
finance lease receivables and payables totalling £102.1 million have been
offset. The consideration payable on acquisition, together with an
adjustment to the carrying value of the finance lease obligation, have
been treated as a charge required to restructure the finance leases and
shown as a component within interest payable (finance lease charges) for
the year ended 30 June 2002, totalling £4.1 million (Note 5).
(13) 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 25).
The weighted average rate of interest implicit in the group's finance
leases is 6.5%.
(14) Loans and finance lease obligations (excluding accrued interest payable):
Finance Finance
Loans leases Loans leases
2003 2003 2002 2002
-------------- -------------- --------------- ---------------
£m £m £m £m
In less than one year or on demand 36.6 - 33.8 -
In more than one year but less
than two years 141.4 - 57.9 -
In more than two years but not
more than five years 283.7 - 162.4 -
In more than five years 3,616.0 583.0 3,073.2 577.0
-------------- -------------- --------------- ---------------
4,077.7 583.0 3,327.3 577.0
============== ============== =============== ===============
(15) 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 2003 (including accrued interest payable) was:
At 30 June 2003 At 30 June 2002
-------------------------------------------- -------------------------------------------
Floating rate Fixed rate Total Floating rate Fixed rate Total
financial financial financial financial
liabilities liabilities liabilities liabilities
------------- ------------- ----------- ------------- ------------- ----------
£m £m £m £m £m £m
Securitised debt - 3,741.4 3,741.4 84.5 3,233.4 3,317.9
Secured loans - 309.8 309.8 - - -
Construction loans 75.8 - 75.8 55.1 - 55.1
Finance leases 346.1 236.9 583.0 343.6 233.4 577.0
------------- ------------- ----------- ------------- ------------- ----------
421.9 4,288.1 4,710.0 483.2 3,466.8 3,950.0
Less: Cash collateral for
borrowings (Note 14) (316.3) (434.8) (751.1) (316.3) (583.5) (899.8)
------------- ------------- ----------- ------------- ------------- ----------
105.6 3,853.3 3,958.9 166.9 2,883.3 3,050.2
============= ============= =========== ============= ============= ==========
The group's floating rate liabilities comprise sterling denominated bank
borrowings, and finance leases which bear interest at rates linked to LIBOR.
In respect of the group's fixed rate financial liabilities:
At 30 June 2003 At 30 June 2002
-------------------------------------- ---------------------------------------
Weighted Weighted Weighted Weighted
average average average average period
interest rate period fixed interest rate fixed
------------ ------------ ------------ ------------
% Years % Years
Securitised debt 5.9 17.5 6.3 18.6
Finance leases 10.0 13.1 10.0 13.9
(16) 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 2003 these were as follows:
At 30 June 2003 At 30 June 2002
--------------------------------- --------------------------------
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 rates of interest 1,026.2 1,026.2 1,325.3 1,325.3
- fixed rates of interest 2.9 5.1 1.9 4.1
Short term financial liabilities
and current portion of long term
borrowings (85.9) (85.9) (79.5) (79.5)
Long term borrowings (4,041.1) (4,266.7) (3,293.5) (3,445.4)
Finance leases (583.0) (639.4) (577.0) (603.8)
Derivative financial instruments
held to manage interest rate and
exchange rate profile:
- interest rate swaps - (106.9) - (3.9)
- interest rate caps/collars (1.0) (11.4) 2.3 (2.4)
- currency swaps - (98.1) - (43.1)
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.
In January 2003, upon redemption of the D notes issued by CWF (Note 16 (1)), the
associated interest cap was closed out realising a gain of £785,000. This was
offset against the write-off of unamortised fees allocated to the D notes of
£2.3 million giving rise to a net write-off associated with the redemption of
the D notes of £1.5 million.
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:
2003 2002
----------------------------------------- ---------------------------------------
Total net Total net
gains/ gains/
Gains (Losses) (losses) Gains (Losses) (losses)
£m £m £m £m £m £m
Unrecognised gains and
losses on hedges at 1July 6.7 (58.4) (51.7) 6.7 (3.5) 3.2
Gains and losses arising
in previous years that were
recognised in the year (0.8) - (0.8) - - -
---------- ----------- ------------- ---------- ----------- ----------
Gains and losses arising
before 1 July that were not
recognised in the year 5.9 (58.4) (52.5) 6.7 (3.5) 3.2
Gains and losses arising in
the year that were not
recognised in the year 6.4 (169.3) (162.9) - (54.9) (54.9)
---------- ----------- ------------- ---------- ----------- ----------
Unrecognised gains and
losses on hedges at
30 June 12.3 (227.7) (215.4) 6.7 (58.4) (51.7)
====== ====== ======== ====== ====== ======
Of which:
Gains and losses expected
to be recognised in the
following year - - - - - -
Gains and losses expected
to be recognised after the
following year 12.3 (227.7) (215.4) 6.7 (58.4) (51.7)
Other than certain tranches of notes which have been swapped into sterling, the
group has no material monetary assets or liabilities in currencies other than
pounds sterling.
17 PROVISIONS FOR LIABILITIES AND CHARGES
30 June 2003 30 June 2002
--------------------- -------------------
£m £m
Vacant leasehold properties 123.5 -
Other lease commitments 27.3 -
Deferred taxation 47.9 51.6
--------------------- -------------------
198.7 51.6
===================== ===================
Vacant leasehold property:
On 6 November 2000, the group entered into an Agreement for Lease with Clifford
Chance for the lease of 10 Upper Bank Street, which reached practical completion
on 31 July 2003. The group also acquired the sub-leasehold interest (with
approximately 14 years now unexpired) in 200/202 Aldersgate Street, a 440,000 sq
ft office building in the City of London, and let the premises to Clifford
Chance for a term of approximately 5 years at the same rent as that under the
sub-lease. Clifford Chance has given notice to terminate the lease on 29
September 2003. The group will now seek to sublet the premises or dispose of
its interest on the open market.
In accordance with UK GAAP the group has recognised a provision for the
estimated net liability under the lease of 200/202 Aldersgate Street. In
arriving at the quantum of the provision the directors have consulted with
FPDSavills, the group's valuers, to determine the assumptions on which the
provision should be computed, including such matters as the void period, the
rent achievable on re-letting and the incentive package payable. Based on the
valuers' assessment of the market at 30 June 2003 a provision of £123.5 million
has been recognised which includes an allowance for refurbishment of the
building prior to re-letting. This provision is based on the following key
assumptions which will be reviewed at each subsequent balance sheet date:
Passing rent - £16.7 million (£38 per sq ft)
Average void period - 2 years
Rent free period on reletting - 2 years
Headline rent on reletting - £35 per sq ft
Refurbishment cost - £55 per sq ft
This provision is stated at present value calculated on the basis of a discount
rate of 6.0%, being the group's weighted average cost of debt, and will be
amortised to the profit and loss account, after allowing for the unwind of the
discount, on a straight line basis over the period to the first open market rent
review on 10 Upper Bank Street in 2013.
Other lease commitments:
In March 2001 Lehman Brothers signed an agreement for lease in respect of 25-30
Bank Street (HQ2), comprising 1,023,300 sq ft. The agreement for lease requires
that HQ2 be delivered in a fitted out condition and provides for payment of a
fit-out contribution which covers, inter alia, the cost of fitting out the space
to Category A (Minimum Standard Developer's Finish budgeted at a cost of £35
per sq ft) which for accounting purposes is treated as part of the cost of the
building. The incentive package agreed with Lehman Brothers also includes the
following additional elements:
(1) a contribution to the tenant's final fitting-out costs, equivalent to £30
per sq ft. Any fitting-out expenditure in excess of this amount is at
Lehman Brothers' cost;
(2) payments to Lehman Brothers of approximately £16 million on drawdown of
the HQ2 lease, equivalent to £16 per sq ft; and
(3) a contribution of £30 per sq ft towards the cost of refitting the 408,728
sq ft occupied by Lehman Brothers at Broadgate, capped at £12 million,
equivalent to £12 per sq ft of space in HQ2.
In total, these committed payments to Lehman Brothers, excluding the Category A
element of the fit-out which is part of the cost of the building, amount to
approximately £58 million, or £58 per sq ft. Component (1) of the incentive
package is taken into account in determining the market value of the building at
30 June 2003. Components (2) and (3), totalling approximately £28 million, have
been accrued for at 30 June 2003 reflecting the fact that HQ2 reached base
building practical completion subsequent to the year end removing any
conditionality to these payments.
Lehman Brothers has been granted options to sub-let back to the group up to
202,800 sq ft and in the event such options are exercised incentives totalling
£65 per sq ft will be repaid to the group in respect of the space sub-let (Note
25).
The group has also entered into a rent support commitment with Lehman Brothers
under which the group may contribute a maximum of £10 per sq ft per annum
towards the difference between the passing rent payable by Lehman Brothers on
its leases at Broadgate and the rent achievable on any sub-lease. For 1 and 2
Broadgate, comprising 311,077 sq ft, where the leases expire in January 2017 and
the passing rent is £46.86, rent support is only payable for the life of the
first sub-lease; for the remaining space in 6 Broadgate, comprising 97,651 sq ft
where the leases expire in September 2013, rent support of up to £5 per sq ft is
payable by the group on any second sub-letting, but no further amount is payable
thereafter. The passing rent on the space in 6 Broadgate, varies between £44
per sq ft and £52 per sq ft but on the majority of space it is in the range of
£44-£45 per sq ft. The terms of the Lehman Brothers leases prevent it from
sub-letting space below market levels and no amount is payable by the group on
space which Lehman Brothers does not sub-let. Absent any sub-lettings the
maximum potential liability would have been £51 million (nominal) with a present
value of £37 million discounting at 6%, being the group's weighted average cost
of debt. To date Lehman Brothers has sub-let approximately 100,303 sq ft in 1
and 2 Broadgate at a rent higher than the passing rent and therefore it will not
be necessary to make any rent support contribution as a result of this
sub-lease. Accordingly, the maximum amount payable in respect of the remaining
space leased by Lehman Brothers at Broadgate has reduced to £38 million
(nominal) with a present value of £27.3 million. This amount has been provided
in full at 30 June 2003 and, subject to review at each subsequent balance sheet
date will be amortised to the profit and loss account on a straight line basis
over the period to the first open market rent review on 25-30 Bank Street in
2013.
Deferred taxation:
Year ended Year ended
30 June 2003 30 June 2002
--------------------- ---------------------
£m £m
Accelerated capital allowances claimed (85.4) (89.4)
Other timing differences 0.5 (35.4)
--------------------- ---------------------
Undiscounted deferred tax liability (84.9) (124.8)
--------------------- ---------------------
Discount 37.0 73.2
Discounted deferred tax liability (47.9) (51.6)
===================== =====================
At 1 July (51.6) (41.5)
Deferred tax credit/(charge) in profit and loss
account for the period 3.7 (10.1)
--------------------- ---------------------
At 30 June (47.9) (51.6)
===================== =====================
In accordance with FRS 19, no provision has been made for deferred tax on gains
relating to properties which are revalued in the balance sheet to their market
value. If the group's investment properties had been sold at the balance sheet
date at the amounts stated in Note 10, the amount of tax payable by the group
would have been in the region of £125.8 million after taking into account
available tax losses and provisions. This amount comprises corporation tax on
chargeable gains in relation to the sale of completed properties held by group
investment companies of £45.5 million and corporation tax on development
surpluses in relation to the completed properties that are held by group
property development companies of £80.3 million. Capital losses have reduced
tax on chargeable gains by £128.0 million (30 June 2002 - £Nil) and revenue
losses have reduced tax on development surpluses by £200.0 million (30 June 2002
- £130.5 million). In line with FRS 19, the benefit of these losses has not
been recognised as deferred tax provided in the balance sheet.
The group has now received legal advice and is of the opinion that the capital
losses brought forward are available to set off against capital gains arising on
a larger proportion of property than previously anticipated. The benefit of the
capital losses has been recognised by reducing the contingent capital gains tax
liability as disclosed above.
18 SHARE CAPITAL
Authorised Issued, allotted and fully paid
30 June 30 June 30 June 30 June 2002
2003 2002 2003
------------------ -------------- ---------------- ---------------
£m £m £m £m
Ordinary shares of 1p
each 10.0 10.0 5.9 6.1
================== ============== ================ ===============
Movements in issued share capital:
Number
-------------------
Ordinary shares in issue at 30 June 2002 608,349,676
Issue on exercise of options (see footnote (2)) 1,870,549
Cancelled under share buy-back scheme (see footnote (4)) (25,212,000)
-------------------
Number of ordinary shares in issue at 30 June 2003 585,008,225
===========
(1) Warrants:
Warrants over 32,240,000 and 10,710,279 ordinary shares as adjusted (see
below) are held by IPC Advisors Limited, a company owned by a trust for
the benefit of (amongst others) the Paul Reichmann family. These warrants
are exercisable until 31 December 2005 at a price of 375 pence per share
and 1 April 2006 at a price of 275 pence per share respectively as
adjusted (see below).
The subscription price for, and the number of shares of both issues of
warrants are subject to adjustment in certain circumstances, such as
capitalisation, rights issues or takeover.
Adjustment to Warrants
The warrant instrument relating to warrants over shares in the company
exercisable initially at 330p per share (the '1997 Warrants') and the
warrant instrument relating to warrants over shares initially
exercisable at 450p per share (the '1999 Warrants') both require
adjustment to be made in the event of a capital distribution being made
by the company. Payment of the special dividend in November 2002 was
part of the company's return of capital programme and in accordance with
the terms of the warrant instruments, as approved by the company's
advisers, accordingly triggered adjustments to the warrants. Details of
these adjustments are set out below:
1997 Warrants
Initial subscription price 330p
Initial number 8,925,233
Current adjusted subscription price 275p
Current number of warrants 10,710,279
1999 Warrants
Initial subscription price 450p
Initial number 26,867,000
Current adjusted subscription price 375p
Current number of warrants 32,240,400
In the event of a capital distribution the subscription price for both sets of
warrants is adjusted by multiplying the subscription price immediately prior to
the capital distribution by a warrant price adjustment ratio which is calculated
by using the formula set out below.
Warrant Price Adjustment Ratio = A - B
______
A
Where: A is the current market price of one share (defined as the average
closing price of the five dealing days immediately preceding the
date on which the capital distribution is publicly announced as
calculated from the Daily Official List).
B is the value of the capital distribution attributable to one
share.
Consequently, in this formula A = 388.10p (the average of the Canary Wharf Group
plc closing share price of the five dealing days immediately prior to 12
September 2002); and B = 64.27p (being the value of the capital distribution
attributable to one share). The current subscription prices referred to above
were obtained by applying these figures.
Both warrant instruments also contain provisions which provide for an increase
to the number of shares for which a warrant holder is entitled to subscribe
following an adjustment to the subscription price. This increase is calculated
by multiplying the number of warrants currently held by the ratio derived from
the following fraction.
Share Number Adjustment Ratio = X - Y
_______
Y
Where X is the subscription price immediately before the adjustment; and
Y is the subscription price immediately after the adjustment.
Applying this formula the adjustment ratio for both sets of warrants was 0.2
which led to the current number of warrants as outlined above.
(2) Share Options:
At 30 June 2003 options had been granted and remained outstanding over
14,243,708 ordinary shares (adjusted to reflect the special dividend paid
in November 2002, see below for details) under the company's share
incentive plans.
The normal exercise period for options granted under the Canary Wharf
Group plc 1997 Executive Share Option Plan, the Canary Wharf Company
Share Option Plan and the Canary Wharf Group plc Long Term Incentive Plan
is between 3 and 10 years. The awards of options granted on or after 31
March 1999 are subject to performance criteria.
1997 Canary Wharf Group plc Executive Share Option Plan and Canary Wharf
Company Share Option Plan
As at 30 June 2003 there were options outstanding under the unapproved
Canary Wharf Group plc 1997 Executive Share Option Scheme over 12,434,179
ordinary shares (adjusted to reflect the special dividend paid in
November 2002) and under the approved Canary Wharf Group plc Company
Share Option Scheme over 115,626 ordinary shares (adjusted to reflect the
special dividend paid in November 2002).
Adjustment to Options
Following payment of the special dividend in November 2002 an adjustment was
made to options outstanding under the Canary Wharf Group plc 1997 Executive
Share Option Plan. This method of adjustment had the effect of reducing the
option price and increasing the number of shares under option to provide an
equivalent value to option holders. The impact of this adjustment is reflected
in the table below.
Number of Shares on Adjusted to Original exercise Adjusted
which options reflect November price per share exercise price
outstanding as at 2002 special (pence) per share
November 2002 dividend (pence)
Exercise period
------------------ -------------- -------------- ------------ -----------------------------
1,312,000 272,685 79.5 65.82 03.03.98 to 02.03.08
20,417 4,243 330.0 273.21 01.04.99 to 31.03.04
115,626 - 400.0 - 01.04.02 to 31.03.09
5,062,151 1,052,112 400.0 331.17 01.04.02 to 31.03.09
3,900,000 810,571 400.0 331.17 01.01.06 to 31.03.09
Canary Wharf Group plc Long Term Incentive Plan
The same adjustment was made to options outstanding under the Canary Wharf Group
plc 1997 Executive Share Option Plan and the Long Term Incentive Plan.
As at 30 June 2003 there were options outstanding over 1,693,903 ordinary shares
under the Long Term Incentive Plan, the detail of which, together with the
impact of the adjustment, is reflected in the table below:
Number of shares Increase to reflect November 2002
special dividend
outstanding as at
November 2002
Exercise period
---------------------- ------------------------------------ --------------------------------------------------
138,756 26,958 01.04.02 to 31.03.09
14,285 2,969 25.10.02 to 24.10.09
1,250,940 259,995 31.10.03 to 30.10.10
(3) Canary Wharf Employee Share Ownership Plan Trust:
In December 2000 a loan facility agreement was executed between the
company and the Trustees of the Canary Wharf Employee Share Ownership
Plan Trust ("the Trust") whereby shares in the company were purchased by
the Trustees to cover the prospective exercise of options by employees.
Since December 2000 5,173,505 ordinary shares have been acquired by the
Trustees and 197,520 ordinary shares transferred to satisfy the exercise
of options.
(4) Share Buy-backs and Share Cancellations:
Ordinary shares
During the year 25,212,000 ordinary shares were bought back at a cost of
£108.1 million inclusive of expenses and stamp duty, bringing the total
number of ordinary shares cancelled under the company's share buy-back
programme since June 2001 to 107,951,413 shares at a cost of £514.2
million inclusive of expenses and stamp duty.
Deferred Shares
In connection with the scheme of arrangement on 4 December 2001, detailed
in Note 1(2), 297,862,666,648 deferred shares of 1p each were issued and
on 5 December 2001 bought back and cancelled. On 5 December 2001 the
total authorised deferred share capital of 400,000,000,000 shares of 1p
was cancelled.
19 RESERVES
Share Premium Capital Profit &
Account Revaluation Redemption Special Loss
Reserve Reserve Reserve Account Total
------------- --------------- --------------- ---------- ------------- ----------
Equity reserves: £m £m £m £m £m £m
At 1 July 2002 2.6 1,513.9 0.4 637.6 (300.3) 1,854.2
Issue of shares under 1.5 - - - - 1.5
share option schemes
Reserve movements in
respect of share option
schemes - - - - (3.9) (3.9)
Acquisition and
cancellation of own shares - - 0.3 - (108.1) (107.8)
Revaluation of investment
properties - 151.8 - - - 151.8
Transfer to profit & loss - - - (372.8) 372.8 -
account
Loss for the financial - - - - (9.5) (9.5)
year
Dividend - - - - (372.8) (372.8)
------------- --------------- --------------- ---------- ------------- ----------
At 30 June 2003 4.1 1,665.7 0.7 264.8 (421.8) 1,513.5
============= =============== =============== ========== ============= ==========
The special reserve arose from a restructuring of the group which was completed
on 4 December 2001 involving the introduction of a new holding company for the
group by way of a scheme of arrangement in accordance with Section 425 of the
Companies Act 1985.
The capital redemption reserve arises from the cancellation of own shares
acquired in connection with the group's share buy-back programme.
The transfer to the profit and loss account is equivalent to the dividend paid
in the year.
20 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Group
----------------------
£m
Shareholders' funds at 1 July 2002 1,860.3
Loss for the financial year (9.5)
Dividend (372.8)
Revaluation surplus 151.8
New shares issued under the group's share option schemes 1.6
Movement in respect of share option schemes (3.9)
Cancellation of shares (108.1)
----------------------
Shareholders' funds at 30 June 2003 1,519.4
======================
21 PENSION SCHEMES
The group operates two defined contribution pension schemes. The assets of
these schemes are held in independently administered funds. The pension cost
charge, which amounted to £3,060,679 in the year (year ended 30 June 2002 -
£2,824,281) represents contributions payable by the group to the schemes.
22 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS
Year ended Year ended
30 June 30 June
2003 2002
----------------- ------------------
£m £m
Operating profit 162.4 299.7
Net profit on disposal of properties - (169.5)
Depreciation charges 0.9 1.0
Provision against investment 0.5 0.5
Amortisation of share option costs 5.1 4.6
Increase in debtors (18.3) (13.6)
Increase/(decrease) in creditors 54.6 (23.3)
Cost of group restructuring - (2.4)
Decrease in provisions - (0.3)
Amortisation of lease incentives (15.8) (15.5)
----------------- ------------------
Net cash inflow from operating activities 189.4 81.2
================= ==================
23 ANALYSIS OF CASH FLOWS Year ended Year ended
30 June 30 June
2003 2002
------------------- -------------------
£m £m
Returns on investments and
servicing of finance
Interest received 43.6 49.2
Interest paid (262.4) (174.5)
Interest element of finance lease rentals (31.6) (33.7)
Financing expenses (8.2) (14.6)
------------------- -------------------
Net cash outflow (258.6) (173.6)
=================== ===================
Capital expenditure and financial investment
Year ended Year ended
30 June 30 June
2003 2002
------------------- ------------------
£m £m
Additions to properties (454.1) (957.2)
Purchase of tangible fixed assets (0.3) (2.0)
Acquisition of development properties (49.3) (28.0)
Acquisition of own shares to support share
option schemes - (12.5)
Deferred consideration on disposal of subsidiary undertaking 2.9 13.4
Deferred income relating to agreements for sale of property - 45.0
------------------- ------------------
Net cash outflow (500.8) (941.3)
=================== ==================
Management of liquid resources
Year ended Year ended
30 June 30 June
2003 2002
------------------- ------------------
£m £m
Cash placed on deposit not available on demand (41.2) (395.0)
Cash withdrawn from deposit accounts 194.6 244.7
------------------- ------------------
Net cash inflow/(outflow) 153.4 (150.3)
=================== ==================
Financing Year ended Year ended
30 June 30 June
2003 2002
------------------- ------------------
£m £m
Issue of shares 1.5 1.6
Purchase of own shares for cancellation (108.1) (392.4)
Repayment of secured loans (167.3) (382.8)
Issue of securitised debt 510.0 1,340.1
Drawdown of secured loans 408.6 336.0
------------------- ------------------
Net cash inflow 644.7 902.5
=================== ==================
24 ANALYSIS AND RECONCILIATION OF NET DEBT
Other non-cash
changes
1 July 30 June
2002 Cash flow 2003
------------ ------------- ------------- -------------
£m £m £m
Cash at bank 1,327.2 (298.1) - 1,029.1
Amounts on deposit not available on demand (905.7) 153.4 - (752.3)
------------ ------------- ------------- -------------
421.5 (144.7) - 276.8
------------ ------------- ------------- -------------
Debt due after 1 year (3,293.5) (785.5) 37.9 (4,041.1)
Debt due within 1 year (79.5) 34.2 (40.6) (85.9)
Finance leases (577.0) 31.6 (37.6) (583.0)
------------ ------------- ------------- -------------
(3,950.0) (719.7) (40.3) (4,710.0)
------------ ------------- ------------- -------------
Amounts on deposit not available on
demand 905.7 (153.4) - 752.3
------------ ------------- ------------- -------------
Net debt (2,622.8) (1,017.8) (40.3) (3,680.9)
============ ============= ============= =============
Year ended
30 June
2003
---------------
£m
Decrease in cash in the year (298.1)
Increase in debt and lease financing (719.7)
----------------
Change in net debt resulting from cash flows (1,017.8)
Non-cash movement in net debt (40.3)
----------------
Movement in net debt in year (1,058.1)
Net debt at 1 July 2002 (2,622.8)
----------------
Net debt at 30 June 2003 (3,680.9)
================
25 CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS
As at 30 June 2003 certain members of the group had given fixed and floating
charges over substantially all of their assets as security for certain of the
group's borrowings and finance lease obligations as referred to in Note 16. In
particular, various members of the group had, at 30 June 2003, given fixed first
ranking charges over cash deposits totalling £751.1 million and may be called
upon to make a further cash deposit of up to £16.5 million.
As security for the issue of £590 million of securitised debt (see Note 16) the
company has granted a first fixed charge over the shares of CWF and a first
floating charge has been given over all of the assets of CWF. In addition, as
security for an £85 million loan the group has granted a second ranking charge
over the property interests included in the CWF securitisation and Canary Wharf
Limited has provided an interest guarantee.
As security for the issue of up to £3,117 million of securitised debt (see Note
16) the company's indirect subsidiary, Canary Wharf Finance Holdings Limited,
has granted a first fixed charge over the shares of CWFII and a first floating
charge has been given over all of the assets of CWFII.
As security for a £225 million loan the group has granted first ranking fixed
and floating charges over 20 Canada Square. In addition a group company has
entered into a rental guarantee of a minimum of £2.8 million and a maximum of
£3.4 million per quarter. The rental guarantee will be reduced in the event of
further lettings in the building.
Commitments of the group for future expenditure:
30 June 30 June
2003 2002
----------------- ------------------
£m £m
Under contract 380.0 726.1
================= ==================
The commitments for future expenditure relate to the completion of development
properties where construction was committed at 30 June 2003. Any costs accrued
or provided for in the balance sheet at 30 June 2003 have been excluded.
Commitments of the group for the next financial year in respect of other
operating leases are analysed as follows:
Land and buildings Land and buildings
30 June 30 June
2003 2002
£m £m
----------------- ------------------
Annual commitment for which the leases expire:
Within one year - -
Between two and five years - -
After five years 16.7 16.7
----------------- ------------------
16.7 16.7
================= ==================
The group has, in the normal course of its business, granted limited warranties
or indemnities to its tenants in respect of building defects (and defects on the
estate or in the car parks) caused through breach of its obligations as
developer contained in any pre-let or other agreement. Offsetting this
potential liability the group has received the benefit of warranties from the
trade contractors and suppliers who worked on such buildings.
Sub-let commitments:
Under the terms of certain agreements for lease the group has committed to take
back certain space on the basis of short-term subleases at the end of which the
space reverts to the relevant tenants. This space has been securitised but
insofar as the securitisations are concerned the tenants are contracted to pay
rent on the entire amount of space leased, whilst taking the covenant of the
group on the sublet space. The table below summarises these sublets, including
that from Lehman Brothers in 25-30 Bank Street, Skadden Arps Slate Meagher &
Flom in 40 Bank Street, and Barclays in 1 Churchill Place where the relevant
options to sublet have to be exercised by 30 September 2003, 28 November 2003,
and 23 November 2003 respectively.
Passing Rent Rent Term
Leaseholder Sub-let rent review review commence- Expiry or
sq ft £m date basis ment first break
Property
------------------- -- ------------- ------------- ---------- ------------- -------- ------------ -----------
Options exercised:
1 Westferry Circus CSFB 73,250 2.64 Mar 2005 OMR up only Feb 2003 Feb 2015
7 Westferry Circus CSFB 13,480 0.28 Jan 2003 OMR up only Feb 2003 Dec 2007
1 Canada Square Skadden Arps 27,388 1.24 Jun 2003 OMR up only Sep 2003 Dec 2005
50 Bank Street Northern Trust 17,982 0.77 Apr 2007 OMR up only Apr 2002 Oct 2006 (6)
10 Upper Bank Clifford Chance 52,700 2.42 Jul 2008 Fixed at £49/ Jul 2003 Jul 2008
Street sf
10 Upper Bank Clifford Chance 52,200 2.40 Jul 2008 Fixed at £49/ Jul 2003 Jul 2013
Street sf
Options remaining to be exercised:
25-30 Bank Street Lehman Brothers 100,800 (1) 4.11 Jul 2008 Fixed at £53 Jul 2003 Jul 2008 (2)
/sf
25-30 Bank Street Lehman Brothers 102,000 (1) 4.18 Jul 2008 Fixed at £53 Jul 2003 Jul 2013 (2)
/sf
in 2002 (3)
(40 Bank Street Skadden Arps 19,500 (1) 0.83 Mar 2008 OMR up only Mar 2003 Mar 2008 (5)
40 Bank Street Skadden Arps 39,000 (1) 1.71 Mar 2008 OMR up only Mar 2003 Mar 2023 (5)
1 Churchill Place Barclays 360,000 (1) 14.76 Jul 2009 OMR up only Jul 2004 Jul 2034 (4)
--------------- ----------
Total 858,300 35.34
=============== ==========
(1) Latest estimated square footage of floors subject to final measurement.
(2) Options have been granted to Lehman Brothers to sub-let part of HQ2 back to
the group: 4 floors (102,000 sq ft) for 10 years (Lehman Brothers being
able to nominate 2 floors for 5 years) and an additional 4 floors (100,800
sq ft) for 5 to 15 years at Group's option. In the event that Lehman
Brothers exercises these options a fit-out contribution of £65 per sq ft
will be paid back to the group in respect of all space sub-let to the
group. This space, which is currently built to shell and core, has to be
handed back to Lehman Brothers at the end of the sub-let term fitted out to
Category A standard. The existence of the above sub-let options has been
taken into account in the market valuation of 25-30 Bank Street at 30 June
2003.
(3) Followed by annual increases to £59.65 per sq ft in 2012.
(4) Barclays can lease back the square footage in 1 Churchill Place in excess
of 650,000 sq ft, which is equivalent to 11 floors subject to being able to
sub lease floors 22, 23 & 24 for only 5 years ('short-term space').
Barclays is entitled to lease back all such space for a term of 15 years or
more (in multiples of 5 years) but it may at its option lease back up to 4
floors for a term of 10 years ('medium term space'). If Barclays exercises
its options a fit-out contribution of £70 per sq ft will be reduced to £35
per sq ft on short term space and to £40 per sq ft on medium term space.
No contribution is payable on long term space. The existence of these sub-
let options has been taken into account in the market valuation of 1
Churchill Place at 30 June 2003.
(5) Subject to satisfaction of certain conditions Skadden may wish to lease
back floors 25 and 26 long term (39,000 sq ft) and floor 24 short term
(19,500 sq ft). Long term sub-leases are to be for 71/2 or 10 or 20 years
at Skadden's option but only one floor can be sub-leased for 71/2 years.
For short term sub-leases the term is to be 5 or 51/2 years at the option
of the group. The existence of the above sub-let options has been taken
into account in the market valuation of 40 Bank Street at 30 June 2003.
(6) Assumes break exercised
26 POST BALANCE SHEET EVENTS
On 31 July 2003, practical completion was achieved on 10 Upper Bank Street
(HQ5), a 1,002,000 sq ft building leased to Clifford Chance subject to leaseback
of 52,700 sq ft for 5 years and 52,200 sq ft for 10 years.
Also in July 2003, base building works practical completion was achieved on
25-30 Bank Street (HQ2), a 1,023,300 sq ft building leased to Lehman Brothers
subject to the option to sub-let back to the group up to 100,800 sq ft for 5
years and 102,000 sq ft for 10 years.
On 18 September 2003, the 89,900 sq ft Jubilee Place shopping mall opened to the
public with all units pre-leased or in solicitors' hands.
On 11 September 2003 the group announced that, subject to formal contract, terms
have been agreed with British Petroleum's Integrated Supply and Trading Division
for the lease of 128,000 sq ft. The lease agreement is for 101,000 sq ft on a
20 year term with the first break at year 10, and a further 27,000 sq ft on a 5
year lease with rights to extend to run concurrent with the 101,000 sq ft lease.
On 23 September 2003 the group announced that, subject to formal contract, terms
had been agreed with Reuters for the lease of approximately 281,000 sq ft of
space in 30 The South Colonnade from Spring 2005. Reuters will lease 237,000 sq
ft on a 15 year lease and an additional 44,000 sq ft will be leased on a
separate lease with a 5th year break exercisable upon payment of a substantial
rental penalty as well as a further break at the 10th year. In lieu of granting
a rent free period the group will take over three of Reuters' leasehold
properties with a total exposure equivalent to 2.5 years rent free at 30 The
South Colonnade and acquire the freeholds of Reuters' current headquarters at 85
Fleet Street and the adjoining building at a price of £32.3 million with a short
leaseback until moving to Canary Wharf in May 2005.
On 25 September 2003 the group announced that, subject to formal contract, terms
had been agreed with Goldenberg, Hehmeyer & Co for the leasing of 18,000 sq ft
on a single floor in 50 Bank Street. The lease is for a 15 year term with a
break at year 10.
Also on 25 September 2003, the group announced that it had agreed with the
European Medicines Evaluation Agency ('EMEA') the leasing of 13,500 sq ft on a
single floor at 7 Westferry Circus, taking EMEA's occupancy to 116,268 sq ft.
The lease will run for 11 years and will run concurrently with EMEA's existing
leases, due to expire in December 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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