<pre>http://pdf.reuters.com/Regnews/regnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20090818:RnsR6294X . RNS Number : 6294X Westcity PLC 18 August 2009 The following amendments have been made to the 'Final Results' announcement released on 18 August 2009 at 11.40 am under RNS No 6181X. The date in the heading has been changed from 2009 to 2008 and the date at the end of the Chairman's Statement as been changed from 19 August 2009 to 18 August 2009. All other details remain unchanged. The full amended text is shown below. Westcity plc FINAL RESULTS FOR THE TWELVE MONTHS ENDED 31ST DECEMBER 2008 Westcity plc, ("Group" or the "Company") the real estate investment and development company, announces its final results for the twelve months ended 31 December 2008. CHAIRMAN'S STATEMENT The year under review has been one of unparalleled turbulence and uncertainty within the global financial system, materially impacting real estate markets and reducing values in virtually every property sector and jurisdiction. The past twelve months has proven to be a particularly testing time with most property companies and funds experiencing sharp falls in capital values. These external factors have clearly had a significant impact on the value of our investment in the Stonehage Westcity Property Fund ("Fund") and, consequently, our results. Westcity Plc's major asset is its investment of 34.3% in the Stonehage Westcity Property Fund ("Fund") which is carried at fair value based upon the proportionate share of the net asset value of the Fund. The Group incurred a loss after tax for the year of £ 8,170,000 (2007: loss £1,604,000) principally due to the loss on the Group's investment in the Fund of £4,512,000. This loss comprises a reduction in the net value of the Fund of £9,187,000 offset by a foreign currency translation gain of £4,675,000. In addition a foreign exchange hedging loss of £1,441,000 was incurred as a result of a forward exchange contract used to hedge the Fund investment against the Euro. As previously reported this hedging contract was settled and closed in June 2008. Excluding the Fund related losses and the hedging loss outlined above, the Company recorded an operating loss of £2,217,000 as revenues failed to cover the Company's operating expenses due to the reduced level of investment activity by the Fund. I would like to apologise for the delay in releasing these results. As previously stated, this was due to a delay in the completion of audited results of a German subsidiary of the Fund and its investment in the Rutley Russia Property Fund. We expect to post the 2008 annual report to all shareholders on Monday 24th August 2009 with trading of our shares to recommence on Tuesday 25th August 2009. During a lengthy period of losses and uncertainty we have been grateful for and sustained by the loyalty and support shown by our shareholders. This is an opportunity for me to personally thank all shareholders for the support and the patience they have demonstrated. REVIEW OF OPERATIONS The Fund's strategy was changed during the second half of the year under review as the global financial crisis took hold. The Fund elected to liquidate investments where opportunities presented themselves with a view to preserving cash. In addition, as previously reported, the Fund aborted numerous transactions during the year under review which has resulted in it having approximately 70% of its equity held in cash at 31 December 2008. Since the year end, the Fund has continued to liquidate additional investments where appropriate. As a consequence of the asset divestments and freeze on new investments by the Fund, related revenues generated for our Group from fee and development management income has fallen dramatically. Accordingly, the Group has adopted a defensive approach and has taken steps to materially reduce overheads and expenditure. The aggressive reduction in our cost base has continued, and remains essential to our survival. The Group also continues to remain reliant on the loan from Chapman International Investment LTD to fund working capital. The Group, which owns 34.3% of the Fund, is property adviser to the Fund. An update of the Fund's investments is set out as follows. German Commercial Portfolio During 2008 the commercial property market in Germany saw a significant decrease in investment volume resulting from the increasing financial crisis and consequential lack of investment financing. Investment focus shifted to top properties with long-term, stable cash-flow in core locations. Re-pricing is occurring, particularly in B and C class properties in peripheral locations. Most portfolio deals in Germany were negotiated in the first half of 2008 and in view of the combination of high financing costs and restrictive lending policies, it is anticipated that portfolio transactions, in particular, will become increasingly rare due to the crisis on the refinancing market. It is generally expected that in 2009 investment deals that are concluded will be of single, small-sized properties rather than portfolios. Concordia Building, Hanover The property consists of approximately 15,700 square metres over 9 floors and is 100% let to a large German insurance company on a lease which terminates in 2020 with annual CPI rent reviews. The Fund acquired this property in 2006 for E20.7 million and a gross cost (inclusive of all acquisition costs) of E21.2 million. The total cost was funded by equity of E4.4 million and a loan facility from HSH Nordbank for E16.8 million at a rate of 5.38% per annum expiring 13 October 2011. A valuation as at 31 December 2008 was undertaken by Knight Frank, valuing the property at E20 million, thereby reducing the Fund's equity portion after debt and interest rate swap provision to E2.7 million. At current gross rental income of E1.5 million, this values the property on a gross yield of 7.5%. The mark to market value of the interest rate swap is E0.6 million negative, which has been charged to the Fund's profit and loss account and against the carrying value of this asset. If the property is not sold before the loan facility matures in 2011 it is uncertain as to what financial conditions may exist at that time in the future and whether additional equity may be required at the time of debt refinancing. There can therefore be no certainty at this time as to a realisation of the current valuation given the prevailing economic climate and continuing expansion of capitalisation rates. Mustang The Fund acquired a portfolio of 10 commercial properties in tier 2 and tier 3 cities in a 50/50 partnership with the European Added Value Fund, which is managed by AXA Investment Management, for E85 million in 2007, at an initial gross yield on purchase price of 7.2%. The Fund's equity investment amounted to approximately E14.1 million for its 50% share. In total, the portfolio consists of approximately 60,000 square metres of primarily commercial space, including a nominal element of retail, and is currently 86% let. Approximately 57% of the currently let space relates to leases which expire within the next two years. The investment was funded with equity and a senior debt facility provided by Eurohypo of E51 million, at a loan to value of 60% and at a fixed rate of 5.37% per annum, repayable in 2014. The Fund alone has taken out a further junior loan of E5.3 million with the same lender. The mark to market value of the interest rate swap is E0.4 million negative, which has been charged to the Fund's profit and loss account and further reducing the carrying value of this asset. At 31 December 2008 the portfolio was professionally valued by Knight Frank at E70.9 million, reducing the Fund's share of equity to E3.65 million. The mark to market value of the Fund's interest rate swap is E1.81 million negative, which has been charged to the Fund's profit and loss account and carrying value of the investment. Based on this current valuation the Fund's junior loan is in breach of its loan-to-value covenant and as a consequence the Fund could be required to inject further equity. In addition there is the risk that if vacancy rates increase and leases are not renewed in the short term the senior loan will also be in breach on a loan-to-value and an interest-coverage ratio basis. The equity partners are currently in negotiations with the lender regarding the junior loan covenant breach and the potential for senior loan covenant breaches. As a result of these negative factors and outlook, the fund directors have written the carrying value of this investment down to zero. Frankfurt and Maintal In March 2008 the Fund, in a 50/50 partnership with the European Added Value Fund, completed the acquisition for E13.2 million of four commercial/industrial properties comprising a total of 20,000 square metres in Frankfurt and Maintal at an initial gross yield on purchase price of 8.6%. The Fund's share of equity amounts to E2.1 million with total non-recourse debt from LandesBank Berlin of E8.8 million with a fixed interest rate of 5.19%, repayable in December 2012. At 31 December 2008 the portfolio was professionally valued by Knight Frank at E12.6 million equating to a gross rental yield of 8.9% and the Fund's share of equity to E2.1 million. The current loan to value ratio is 70% based on the valuation at December 2008, which is within the 76% covenant threshold. German Residential Portfolio Residential property values in Berlin have remained fairly stable compared to other German and EU cities. Positive demographics and lack of new construction should continue to underpin rentals in this market. However, the lack of financing available to prospective purchasers has seen transactional volumes slow dramatically so that capital values are coming under increased pressure. Berlin Residential The Fund invested E5.1 million of equity into a specialist Berlin residential fund with approximately 28.09% share of the Berlin fund's equity base, the Fund is represented on the Advisory Board. The Berlin fund has acquired 29 properties which comprise 744 residential units and 62 retail units with a purchase cost of E55.4 million and gross costs totalling approximately E63 million. The purchases were funded by equity and E46.8 million of non-recourse senior debt at an interest rate of 5.53% and repayable in October 2012. The portfolio was valued in October 2008 by Jones Lang LaSalle at E57.14 million, compared to the carrying value in the Berlin fund's accounts at 31 December 2008 of E59.9 million. Based upon the E57.14 million valuation, the Fund's share of the net equity of the Berlin fund amounted to E2.82 million at December 2008. During 2008 the property management of the portfolio was changed, with positive results in terms of costs and occupancy rates. However, despite the reduced vacancy rate of 3.5% and average rental per square foot increasing by 6% since acquisition, the portfolio is experiencing very difficult liquidity issues as a result of the high acquisition costs and continuing Berlin fund management costs. In order to address its liquidity, the Managers have actively been seeking to sell some of the portfolio assets, without success. In addition, they are currently in negotiation with a number of potential lenders to refinance the portfolio. If neither initiative is successful it may become necessary for the Berlin fund to seek additional equity from its investors. As a result of these negative factors and outlook, the Fund Directors have written the carrying value of this investment down to E1 million. London Development Projects There have recently been some tentative signs of a slowing in the pace of value declines in some prime parts of the UK property markets but values, generally, are still falling. Whilst the UK economy remains in recession this appears likely to continue and there is very little momentum for value appreciation. Competitive buying interest in UK property assets is only noticeable at the more prime, well let end of the property spectrum. The speculative development market remains substantially closed for anything other than full distressed sales and "super prime" opportunities. At the present time most developers and house builders are out of the market with the risk/reward equation totally out of balance and funding almost impossible to secure for anything other than the most securely pre-let of buildings. As a consequence, development land values are continuing to fall. Greenwich, London The Fund entered into a joint venture with Capital & Counties in 2006 for a mixed-use development in the centre of Greenwich, London. Planning permission was achieved during the 2008 year for 129 residential units and 2,500 square metres of prime retail space. Greenwich is 50% owned by the Fund, which has invested a total of E11.2m for its share. There are no borrowings against this investment. As a result of the extremely negative outlook for the development sector and in order to preserve its capital, the Fund agreed with its partner to divest of the property and completed the sale of the property in May 2009 to the University of Greenwich for E9.6 million (£8.5 million). The Fund's net share of the sale proceeds was E4.6 million (£4.3 million), the gross value at which this investment was carried in the books of the Fund at 31 December 2008. Queens Wharf The Group entered into a joint venture with Byrne Estates for a mixed-use development at Queens Wharf, a riverside site immediately adjacent to the Grade II listed Hammersmith Bridge, providing excellent views along the River Thames. The acquisition was completed in March 2008.The £30 million purchase price was funded by approximately 25% equity and 75% senior acquisition debt provided by Kaupthing Singer & Friedland ("Kaupthing"). This non-recourse debt of £24.25 million is repayable in March 2010 and bears interest at 3-month LIBOR plus 1.90% per annum After acquisition costs and planning costs to date, the Fund's invested equity amounted to E5.9million (£5.7 million). The property was valued as at 31 December 2008 by Montagu Evans LLP on an existing basis without planning consent at £7.5 million. After taking into account the senior debt, the net equity value of this property is negative and as such is carried in the Fund's books at zero value. The senior debt lenders are currently in administration. As a result of the current valuation of the property, the development market outlook and the current status of Kaupthing, the administrators of the senior lender sold the property to a third party in June 2009 in order to recover a portion of their outstanding loan. The Fund, together with its partner, agreed to the sale in return for their release from all obligations under that loan, thereby removing substantial contingent liabilities attaching to the loan, Other investments Outside of the three main investment segments outlined above, the Fund's portfolio includes the following investments: Care Homes The Fund committed an initial £5 million to be followed by a further £5 million to provide mezzanine funding to a well established UK company for the acquisition of development land and the subsequent development of care homes throughout the UK. The Fund, which has a deal by deal veto, is entitled to a fixed return on its investments in addition to a 30% share in the profits. This commitment expired in July 2009. During the year the Fund realised a profit of E0.2 million (£0.15 million) on its investment of E0.5 million (£0.39 million) in a development property which was sold after planning consents were obtained Currently the Fund has investments in two small properties which are awaiting planning permission. * Camberwell The Fund has invested by way of mezzanine loan E.9 million (£0.97 million) in this project, representing 80% of the equity required. The property was purchased for £3.75m in 2007, funded by bank debt of £3.15 million, at an interest rate of Base + 1.65% per annum repayable in September 2010. Based on a recent desktop valuation by DTZ in May 2009, valuing the site with planning at £3.85 million, it is believed that there is full recoverability of the loan. This belief is further enhanced with the borrowing UK Company making no provision or impairment in their accounts. * Thringstone The Fund has invested by way of mezzanine loan E0.5 million (£0.46 million) in this project, representing 80% of the equity required. The property was purchased for £0.9 million in 2008, funded by bank debt of £0.54 million, at an interest rate of Base + 1.65% per annum, repayable in February 2010. A recent informal desktop valuation by King Sturge in March 2009 valued the site with planning at £1.25 million .At this value, there would be full recoverability of the Mezzanine Loan. Rutley Russia Property Fund The Fund invested E7.7 million (including costs) in the Rutley Russia Property Fund for a 9.59% interest in the fund. This fund, which completed one acquisition, is in the process of being liquidated. The Fund received an initial return of capital of $6.5 million (E5.1 million) in December 2008, so that the balance of the Fund's investment stood at E1.2 million at 31 December 2008. The Rutley Russia Property Fund currently has cash on hand and a single property asset. The fund is being liquidated by Barclays Private Wealth. The value and timing of any realisation of the property is unclear as there are title and boundary disputes on the property. In addition, the tenant is currently in arrears on rental payments. With regard to the cash, it is not clear to what extent ongoing costs and litigation with the previous managers of the fund will deplete the remaining cash. Portland Fund The Fund invested E5.0 million in the Portland Global Real Estate Securities Fund in June 2007.As a result of the negative performance of this investment and the turmoil in financial markets, the Fund gave the statutory notice in November 2008 to redeem its holding in order to preserve its remaining capital. The net proceeds from the liquidation of this investment, amounting to E3.79 million were received in January 2009., At December 2008 the carrying value of this investment was reduced to E3.79 million representing a loss of 24%. DIVIDEND No dividend will be paid on the ordinary shares in respect of the period under review (2007: NIL). BOARD As announced on 30th April 2009, Raymond Davies stepped down from the Board after 9 years of service to the Company in various capacities. On behalf of the Board, I'd like to thank him for his valuable contribution to Westcity's development and wish him well for the future. STRATEGY Since the Fund's launch in mid-2006, the benefit of hindsight shows that the Fund's investments were made at or near the top of the market. The significant realised and unrealised losses on every investment were a consequence of the unprecedented financial and economic crises that have evolved at alarming speed since the third quarter of 2008. However, the Fund's manager, at the onset of the credit crunch, changed the Fund's strategy and has preserved a significant amount of cash through its active disinvestment from certain investments and withdrawal from a number of contracted transactions. While yields remain under pressure and transactional activity remains low in the short term, maximising the value from the existing portfolio will require time. We believe that once some level of confidence returns to world markets and financing flows are restored to more normal levels, the next 3 to 5 years will provide stronger exit opportunities for these investments. In the meantime the Fund will continue to manage these assets with a focus on preserving value. The Fund's strategy going forward will be to focus on UK real estate assets and to take advantage of the turmoil in the real estate market, in particular through opportunistic acquisitions and active asset management with a focus on capital and liquidity to provide resilience in a harsh economic environment. As part of the strategic focus going forward, the Fund will look to make investments in projects which are now beginning to emerge. Many quality assets are becoming available at substantial discounts to intrinsic value as a result of stress brought about by the events of the past twelve months. The Fund will seek to use its cash to achieve significant potential income and capital returns by investing in these opportunities, whether through acquisition of debt, equity or injection of fresh equity. By identifying first class assets with low risk and moderate levels of debt financing, we believe that the Fund will be able to deliver enhanced returns over the next three to five years. The events that have destroyed values have created opportunity for those with the liquidity to benefit from this massive asset devaluation. OUTLOOK The UK and European economies and real estate markets continue to be extremely demanding, with further downside pressure on values and rental income likely. These conditions present a significant ongoing challenge to realising value from the remainder of the Fund's portfolio on acceptable terms in the current environment. The Fund managers are continuing to actively manage the remaining portfolio and we continue to take steps to reduce the cost base and improve rental income at the property level. Whilst tenant retention remains a key priority, the Fund aims to continue to make selective asset sales where appropriate and to take advantage of new opportunities as they arise. We believe that the property market will present attractive investment opportunities in the short to medium term, arising from the credit crunch and global downturn. The Fund's cash balances will provide the foundation on which to rebuild its portfolio and recoup its losses. The Group has also responded to the market turbulence by significantly reducing its overhead and other variable costs. However the ongoing costs attached to Westcity's AIM listing exceed Westcity's quarterly income from fund activities. Against this background, the Board is spending significant time evaluating different strategic alternatives for the Group with a particular emphasis on the options available to maximise value for our shareholders and will update shareholders as and when appropriate. Ira Rapp Executive Chairman 18 August 2009 WESTCITY PLC CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 2008 2007 Notes £'000 £'000 REVENUE 694 1,132 Other income Finance revenue 1 91 335 Employee benefits expense (2,013) (2,312) Depreciation and amortisation expense 1,6 (36) (36) Other expenses (1,144) (912) (Loss) / profit on investment held at fair value through 1 (4,512) 1,570 profit and loss Finance costs 1 (27) - Share of profits of equity accounted investments 5 218 69 Loss on forward exchange contract 1 (1,441) (1,550) Profit on Sale of Hixon Land - 100 (LOSS) BEFORE TAX (8,170) (1,604) Income Taxes 3 - - (LOSS) FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE (8,170) (1,604) PARENT Basic (loss) per share 4 (11.00)p (2.12)p Diluted (loss) per share 4 (11.00)p (2.12)p WESTCITY PLC Balance SheetS AS AT 31 DECEMBER 2008 Group Group 2008 2007 Notes £'000 £'000 NON-CURRENT ASSETS Property, plant and equipment 6 34 70 Equity accounted investments 5 191 123 Other financial assets 7 16,626 21,138 16,851 21,331 CURRENT ASSETS Trade and other receivables 9 342 413 Prepayments 22 34 Cash and cash equivalents 42 4,787 406 5,234 TOTAL ASSETS 17,257 26,565 CURRENT LIABILITIES Trade and other payables 10 255 403 Financial liability on forward exchange contract 1 - 1,550 Provisions 11 323 55 578 2,008 NON-CURRENT LIABILITIES Amounts owed to subsidiary undertakings - - Loans and borrowings 400 - Provisions 11 167 405 567 405 TOTAL LIABILITIES 1,145 2,413 NET ASSETS 16,112 24,152 CAPITAL AND RESERVES Issued share capital 13 743 743 Share based payments reserve 451 321 Other capital reserves 25,571 25,589 Retained earnings (10,653) (2,501) SHAREHOLDERS' EQUITY 16,112 24,152 WESTCITY PLC Cash Flow Statements FOR THE YEAR ENDED 31 DECEMBER 2008 Group Group 2008 2007 Notes £'000 £'000 Net cash flows from operating activities 15 (4,809) (2,190) Investing activities Interest received 91 334 Purchase of property, plant and equipment - (88) Proceeds from the sale of investment property - - Payments to acquire equity accounted investments - - Payments to acquire other financial assets - - Net cash flows used in investing activities 91 246 Financing activities Net proceeds from the issue of share capital - - Interest paid (27) - Repayment of borrowings - - Amounts received from subsidiaries - - Amounts repaid by related entities - 4,500 Net cash flows used in financing activities (27) 4,500 Net increase/(decrease) in cash and cash equivalents (4,745) 2,556 Cash and cash equivalents at 1 January 4,787 2,231 Cash and cash equivalents at 31 December 42 4,787 WESTCITY PLC STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2008 Group Issued capital Share premium Share based payment reserve Other capital reserves Retained earnings Total equity £'000 £'000 £'000 £'000 £'000 £'000 743 - 131 25,488 (796) 25,566 1 January 2007 Loss for the year - - - - (1,604) (1,604) Total income and expense for the year - - - - (1,604) (1,604) Share based payment - - 190 - - 190 Adjustment relating to previous capital reduction - - - 101 (101) - 743 - 321 25,589 (2,501) 24,152 At 31 December 2007 / 1 January 2008 Loss for the year - - - - (8,170) (8,170) Total income and expense for the year - - - - (8,170) (8,170) Share based payment - - 130 - - 130 Increase in provision - - - (18) 18 - At 31 December 2008 743 - 451 25,571 (10,653) 16,112 WESTCITY PLC NOTES TO the FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2008 1. OTHER REVENUE AND EXPENSES 2008 2007 £'000 £'000 FINANCE COSTS Other interest paid (27) - FINANCE REVENUE Bank interest receivable 91 335 DEPRECIATION Depreciation (36) (36) PROFIT/(LOSS) ON INVESTMENT HELD AT FAIR VALUE Issue Costs - - (Decrease)/Increase in value of investment from the (9,187) (240) movement in NAV Profit/(loss) on foreign exchange 4,675 1,810 (4,512) 1,570 Loss on forward exchange contract (1,441) (1,550) SHARE BASED PAYMENTS EXPENSE Share based payments expense 130 190 AUDITOR'S REMUNERATION Fees payable to the company's auditor for the audit of 35 28 the company's annual accounts Fees payable to the company's auditor for other services provided to the company and its subsidiaries: - Tax services 20 - - Other services 3 6 58 34 2. SEGMENT INFORMATIOn The Group income derives principally from its operations in the UK and Channel Islands being that property related investment, development and management. The directors consider there is no segmental information to be provided on the basis that the Group is based and operated from the UK with an investment in the Channel Islands. 3. INCOME TAX Year ended Year ended 31/12/08 31/12/07 £000 % £000 % Loss before tax (8,170) (1,604) Tax on the domestic income tax rate of 28.5% (2007:30%) (2,328) (28.5) (481) (30) Tax effect of income not taxable - - (474) (29) Tax effect of expenses that are not deductible in determining 44 0.5 62 4 taxable profit Tax effect of losses not recognised - - 889 55 Revaluation of Fund 1,286 16 - - Increase in tax losses carried forward 591 7 - - Capital allowances in excess of depreciation 9 - 10 1 Tax effect of income from equity accounted investments - - (11) (1) Other timing differences (13) - 5 - Losses eliminated on cessation of company activity 411 5 - - Effect of different tax rates of subsidiaries operating in other jurisdictions - - - - Tax expense and effective tax rate for the year - - - - The deferred tax asset for the Group of £ 1,500,000 (2007: £1,350,000) has not been recognised. In addition, the Company has surplus ACT carried forward of £3.7m (2007: £3.7m) and UK Capital Tax losses of £75m (2007: £44m) which can be used against any future capital gains 4. (LOSS)/EARNINGS PER ORDINARY SHARE Basic loss per ordinary share has been calculated on the Group's loss attributable to shareholders of £8,170,000 (2007: loss of £1,604,000) and on the weighted average number of ordinary shares in issue during the year which was 74,299,301 (2007: 74,299,301). There are no potentially dilutive or anti-dilutive share options in the year. 5. EQUITY ACCOUNTED INVESTMENTS Investments in joint venture arrangements are accounted for in the consolidated financial statements using the equity method of accounting and are carried at cost by the parent entity. Information relating to the joint ventures is set out below. (a) Carrying amounts Name Principal Activity Ownership interest Consolidated entity carrying amount 2008 2007 2008 2007 % % £'000 £'000 Stonehage Westcity Management Company Ltd Fund management 50 50 191 123 191 123 Stonehage Westcity Management Company Ltd is incorporated in the Channel Islands (b) Movements in carrying amounts Consolidated Consolidated 2008 2007 £'000 £'000 Carrying amounts at the beginning of the financial year 123 89 Share of profits after tax 218 69 Dividend paid (150) (35) Carrying amounts at the end of the financial year 191 123 (c) Share of joint venture profits Profit before tax 247 Tax expense (29) Profit after tax 218 (d) Summarised financial information of joint ventures Group's share of : 2008 Assets Liabilities Revenues Profits Stonehage Westcity Management Company Ltd 742 (360) 932 218 (e) Share of joint ventures' capital commitments The joint venture had no capital commitments as at 31 December 2008 (f) Contingent liabilities of the joint ventures The joint venture had no contingent liabilities as at 31 December 2008 6. 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