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REG-Helical Bar PLC Half Yearly Report - Part 2

Released: 26/11/2009

  
Part 2 : For preceding part double-click [nRn1Z1077D]  
  Newmarket                                         * Acquired 2007                                                                              I                                            
  Amberley Court,                                  * Partial refurbishment of 31,000 sq ft office campus                                         95%                                          
  Crawley                                                                                                                                        I                                            
                                                                                                                                                                                              
  166, Buchanan Street, Glasgow                    * Part of a multi-let office block in Glasgow City Centre                                     100%                                         
                                                    * Acquired 2005                                                                              I/T                                          
                                                                                                                                                                                              
                                                                                                                                                                                              
  Retail - in town                                 Description                                                                                   Helical Share                                
                                                                                                                                                                                              
  Morgan Department Store, Cardiff                                                 * 160,000 sq ft retail - Borders, White Stuff, Molton Brown,  100%                                         
                                                                                   Shoon                                                         I                                            
                                                                                    * 56 flats, the remaining 11 of which were sold since the                                                 
                                                                                   year end                                                                                                   
                                                                                    * Completed 2008                                                                                          
  Morgan & Royal Arcades, Cardiff                  * 56 units opposite new St David's 2 Shopping Centre                                          100%                                         
                                                    * Acquired 2005                                                                              I                                            
  1-5 Queens Walk, East Grinstead                  * 37,000 sq ft of retail opposite a proposed new retail scheme                                87%                                          
                                                    * Acquired 2005                                                                              I                                            
                                                                                                                                                                                              
  Retail - out of town                             Description                                                                                   Helical Share                                
                                                                                                                                                                                              
  Otford Road Retail Park, Sevenoaks               * 43,000 sq ft with open A1 consent let to Wickes, Currys and Carpetright                     75%                                          
                                                    * Acquired 2003                                                                              I                                            
  Stanwell Road, Ashford                           * 32,000 sq ft Focus DIY store                                                                75%                                          
                                                    * Acquired 2004                                                                              I                                            
  215 Brixham Road, Paignton                       * 24,000 sq ft Focus store with open A1 consent (including food)                              67%                                          
                                                    * Acquired 2005                                                                              I                                            
                                                                                                                                                                                              
  Industrial                                       Description                                                                                   Helical Share                                
                                                                                                                                                                                              
  Waterside, Fleet                                 * 54,000 sq ft of industrial property with redevelopment potential. Acquired 2000             100%                                         
                                                                                                                                                 I                                            
  Westgate, Aldridge                               * 208,000 sq ft                                                                               80%                                          
                                                    * Let to Greenstar Environmental Ltd                                                         I                                            
                                                    * Acquired 2006                                                                                                                           
  Dales Manor, Sawston, Cambridge                  * 70,000 sq ft of industrial property                                                         67%                                          
                                                    * Acquired 2003                                                                              I/D                                          
  Standard Industrial Estate, North Woolwich       * 50,000 sq ft estate 95% let                                                                 60%                                          
                                                    * Acquired 2002                                                                              I                                            
  Hawtin Park, Blackwood                           * 249,000 sq ft estate, 78% let                                                               100%                                         
                                                    * Acquired 2003                                                                              I                                            
  Golden Cross, Hailsham                           * 102,000 sq ft unit recently vacated                                                         100%                                         
                                                    * Acquired 2001                                                                              I                                            
  Bushey Mill Lane, Watford                        * 24,000 sq ft fully let with development potential                                           80%                                          
                                                    * acquired 2006                                                                              D                                            
  
  
  Independent Review Report to the Members of Helical Bar Plc   
  
Introduction  
  
We have been engaged by the Company to review the condensed set of financial 
statements in the half-yearly financial report for the six months ended 30 
September 2009 which comprises the consolidated income statement, the 
consolidated statement of comprehensive income, the consolidated balance sheet, 
the consolidated cash flow statement, the consolidated statement of changes in 
equity, and the related notes. We have read the Chairman's Statement, Financial 
Highlights and Property Portfolio contained in the half-yearly financial report 
and considered whether it contains any apparent misstatements or material 
inconsistencies with the information in the condensed set of financial 
statements.  
  
This report is made solely to the Company in accordance with guidance contained 
in ISRE (UK and Ireland) 2410 "Review of Interim Financial Information performed 
by the Independent Auditor of the Entity."  Our review work has been undertaken 
so that we might state to the Company those matters we are required to state to 
them in a review report and for no other purpose. To the fullest extent 
permitted by law, we do not accept or assume responsibility to anyone other than 
the Company, for our review work, for this report, or for the conclusion we have 
formed.  
  
Directors' Responsibilities  
  
The half-yearly financial report is the responsibility of, and has been approved 
by, the directors. The directors are responsible for preparing the half-yearly 
financial report in accordance with the Disclosure and Transparency Rules of the 
United Kingdom's Financial Services Authority.  
  
As disclosed in note 1, the annual financial statements of the group are 
prepared in accordance with IFRSs as adopted by the European Union. The 
condensed set of financial statements included in this half-yearly financial 
report has been prepared in accordance with International Accounting Standard 
34, ''Interim Financial Reporting,'' as adopted by the European Union.  
  
Our Responsibility  
  
Our responsibility is to express to the Company a conclusion on the condensed 
set of financial statements in the half-yearly financial report based on our 
review.  
  
Scope of Review  
  
We conducted our review in accordance with International Standard on Review 
Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information 
Performed by the Independent Auditor of the Entity'' issued by the Auditing 
Practices Board for use in the United Kingdom. A review of interim financial 
information consists of making enquiries, primarily of persons responsible for 
financial and accounting matters, and applying analytical and other review 
procedures. A review is substantially less in scope than an audit conducted in 
accordance with International Standards on Auditing (UK and Ireland) and 
consequently does not enable us to obtain assurance that we would become aware 
of all significant matters that might be identified in an audit. Accordingly, we 
do not express an audit opinion.  
  
Conclusion  
  
Based on our review, nothing has come to our attention that causes us to believe 
that the condensed set of financial statements in the half-yearly financial 
report for the six months ended 30 September 2009 is not prepared, in all 
material respects, in accordance with International Accounting Standard 34 as 
adopted by the European Union and the Disclosure and Transparency Rules of the 
United Kingdom's Financial Services Authority.  
  
Grant Thornton UK LLP  
  
Chartered Accountants  
  
London  
  
26 November 2009  
  
Consolidated Income Statement   
  
For the Half Year to 30 September 2009  
  
 
                                                                      Unaudited                     Unaudited                     Audited     
                                                                      Half Year To 30 September     Half Year To 30 September     Year To     
                                                                      2009                          2008                          31 March    
                                                                      £000                          £000                          2009        
                                                                                                                                  £000        
                                                              Notes                                                                           
                                                                                                                                              
  Revenue                                                     3       22,753                        55,174                        81,770      
  Net rental income                                           4       8,516                         8,238                         17,682      
  Development (losses)/profits                                        (3,700)                       7,853                         (7,704)     
  Trading losses                                                      (10)                          -                             (514)       
  Share of results of joint ventures                                  (13)                          59                            1,846       
  Other operating income                                              161                           2,547                         6,752       
  Gross profit before loss on sale and revaluation of                 4,954                         18,697                        18,062      
  investment properties                                                                                                                          
  Net loss on sale and revaluation of investment properties   5       (4,397)                       (32)                          (66,670)       
  Gain on sale of investments                                 11      -                             1,892                         1,892          
  Gross profit/(loss)                                                 557                           20,557                        (46,716)    
  Administrative expenses                                             (3,988)                       (5,735)                       (8,090)     
  Operating (loss)/profit                                             (3,431)                       14,822                        (54,806)    
  Finance costs                                               6       (6,537)                       (3,329)                       (9,718)     
  Finance income                                                      835                           787                           2,082       
  Change in fair value of derivative financial instruments    16      1,576                         (210)                         (13,412)    
  Foreign exchange (losses)/gains                                     (1,275)                       628                           3,999       
  (Loss)/profit before tax                                            (8,832)                       12,698                        (71,855)    
  Tax on (loss)/profiton ordinary activities                  7       878                           (4,311)                       18,359      
  (Loss)/profit after tax                                             (7,954)                       8,387                         (53,496)    
  - attributable to minority interests                                (33)                          -                             143         
  - attributable to equity shareholders                               (7,921)                       8,387                         (53,639)    
  (Loss)/profit for the period                                        (7,954)                       8,387                         (53,496)    
                                                                                                                                              
  (Loss)/earningsper 1p share                                 8                                                                               
  Basic                                                               (7.5p)                        9.2p                          (56.6p)     
  Diluted                                                             (7.5p)                        8.8p                          (56.6p)     
  
  
  Consolidated Statement of Comprehensive Income  
  
For the Half Year to 30 September 2009  
  
 
                                                             Unaudited        Unaudited        Audited     
                                                             Half Year To     Half Year To     Year To     
                                                             30 September     30 September     31 March    
                                                             2009             2008             2009        
                                                             £000             £000             £000        
                                                                                                           
  (Loss)/profitfor the period                                (7,954)          8,387            (53,496)    
  Reclassification of prior year fair value adjustment       -                -                (1,028)     
  realisedin the year on disposal of available-for-sale                                                    
  investments                                                4,333            (1,892)          5,170       
  Fair value movements on available-for-sale investments     (1,291)          530              (1,159)     
  Associated deferred tax on fair value movements            (141)            -                (309)       
  Exchange difference on retranslation of net investments                                                  
  inforeign operations                                                                                     
  Total comprehensive income and expense for the period      (5,053)          7,025            (50,822)    
                                                                                                           
  -    attributable to equity shareholders                   (5,020)          7,025            (50,965)    
  -    attributable to minority interests                    (33)             -                143         
                                                             (5,053)          7,025            (50,822)    
  
  
  Consolidated Balance Sheet  
  
At 30 September 2009   
  
 
                                                          Unaudited        Unaudited        Audited At   
                                                          At               At               31 March     
                                                          30 September     30 September     2009         
                                                          2009             2008             £000         
                                                 Notes    £000             £000                          
                                                                                                         
  Non-current assets                                                                                     
  Investment properties                          9        205,328          309,361          241,287      
  Owner occupied property, plant and equipment            1,678            1,870            1,745        
  Available-for-sale investments                 11       15,900           9,899            13,310       
  Investment in joint ventures                            3,985            6,136            7,924        
  Goodwill                                                30               30               30           
  Deferred tax asset                             7        3,792            -                3,440        
                                                          230,713          327,296          267,736      
  Current assets                                                                                         
  Land, developments and trading properties      10       199,790          188,282          210,415      
  Available-for-sale investments                 11       9,705            12               7,684        
  Trade receivables and other receivables        12       34,017           54,253           40,591       
  Corporation tax receivable                              54               -                868          
  Cash and cash equivalents                      13       51,068           78,920           72,776       
                                                          294,634          321,467          332,334      
  Total assets                                            525,347          648,763          600,070      
                                                                                                         
  Current liabilities                                                                                    
  Trade payables and other payables              14       (44,219)         (72,116)         (51,215)     
  Borrowings                                     15       (35,682)         (51,166)         (48,155)     
                                                          (79,901)         (123,282)        (99,370)     
  Non-current liabilities                                                                                
  Borrowings                                     15       (206,373)        (238,908)        (249,297)    
  Derivative financial instruments               16       (9,558)          (1,135)          (14,337)     
  Deferred tax provision                                  -                (15,471)         -            
                                                          (215,931)        (255,514)        (263,634)    
  Total liabilities                                       (295,832)        (378,796)        (363,004)    
  Net assets                                              229,515          269,967          237,066      
  
  
  Consolidated Balance Sheet (continued)  
  
At 30 September 2009  
  
 
                                                                 Unaudited        Unaudited        Audited     
                                                                 At               At               At          
                                                                 30 September     30 September     31 March    
                                                        Notes    2009             2008             2009        
                                                                 £000             £000             £000        
  Equity                                                                                                       
                                                                                                               
  Called-up share capital                               17       1,336            1,239            1,336       
  Share premium account                                          70,378           44,038           70,378      
  Revaluation reserve                                            -                56,933           529         
  Capital redemption reserve                                     7,478            7,478            7,478       
  Other reserves                                                 291              291              291         
  Retained earnings                                              149,908          161,427          158,494     
  Own shares held                                                -                (1,596)          (1,597)     
  Equity attributable to equity holders of the parent            229,391          269,810          236,909     
                                                                                                               
  Minority interests                                             124              157              157         
                                                                                                               
  Total equity                                                   229,515          269,967          237,066     
                                                                                                               
  
  
  Consolidated Cash Flow Statement  For the Half Year to 30 September 2009  
  
 
                                                                 Unaudited             Unaudited Half Year To    Audited       
                                                                 Half Year To          30 September 2008         Year To       
                                                                 30 September 2009     £000                      31            
                                                                 £000                                            March 2009    
                                                                                                                 £000          
  Cash flows from operating activities                                                                                         
  (Loss)/profitbefore tax                                        (8,832)               12,698                    (71,855)      
  Depreciation                                                   164                   149                       321           
  Revaluation (surplus)/deficit on investment properties         (102)                 -                         68,005        
  Net interest payable                                           5,702                 2,542                     6,999         
  Gain on sale of investments                                    -                     (1,892)                   (1,892)       
  Loss/(gain) on sales of investment properties                  4,499                 32                        (1,335)       
  (Gain)/loss on valuation of derivative financial instruments   (1,576)               210                       13,412        
  Share based payment charge/(credit)                            392                   (1,654)                   (1,363)       
  Share of results of joint ventures                             13                    (59)                      (1,846)       
  Other non-cash items                                           (830)                 18                        (448)         
  Cash flows from operations before changes in working capital   (570)                 12,044                    9,998         
                                                                                                                               
  Change in trade and other receivables                          6,461                 (10,355)                  3,503         
  Change in land, developments and trading properties            11,209                (1,767)                   (23,632)      
  Change in trade and other payables                             (8,962)               5,358                     (8,688)       
  Cash flows from changes in working capital                     8,708                 (6,764)                   (28,817)      
  Cash inflow/(outflow) generated from operations                8,138                 5,280                     (18,819)      
                                                                                                                               
  Finance costs                                                  (7,287)               (7,875)                   (16,992)      
  Finance income                                                 948                   972                       2,497         
  Dividend received from joint ventures                          3,926                 -                         -             
  Tax received                                                   810                   85                        1,439         
  Tax paid                                                       -                     (250)                     (331)         
  Cash flows from financing                                      (1,603)               (7,068)                   (13,387)      
                                                                                                                               
  Cash flows from operating activities                           6,535                 (1,788)                   (32,206)      
                                                                                                                               
  Cash flows from investing activities                                                                                         
  Purchase of investment property                                (2,850)               (9,750)                   (15,024)      
  Sale of investment property                                    35,868                8,061                     10,340        
  Purchase of shares by ESOP                                     -                     (3,107)                   (3,107)       
  Sale of shares by ESOP                                         6                     -                         -             
  Cost of cancelling interest rate swap                          (3,203)               -                         -             
  Purchase of investments                                        -                     -                         (5,048)       
  Sale of investments                                            -                     2,100                     2,100         
  Sale of plant and equipment                                    28                    -                         14            
  Purchase of leasehold improvements, plant and equipment        (107)                 (29)                      (77)          
                                                                 29,742                (2,725)                   (10,802)      
  Cash flows from financing activities                                                                                         
  Issue of shares                                                -                     1,535                     27,972        
  Borrowings drawn down                                          7,895                 85,891                    93,250        
  Borrowings repaid                                              (62,984)              (18,593)                  (18,398)      
  Equity dividends paid                                          (2,896)               (2,490)                   (4,130)       
                                                                 (57,985)              66,343                    98,694        
  Net (decrease)/increase in cash and cash equivalents           (21,708)              61,830                    55,686        
  Cash and cash equivalents at start of period                   72,776                17,090                    17,090        
  Cash and cash equivalents at period end                        51,068                78,920                    72,776        
                                                                                                                               
  
  
  Consolidated statement of changes in equity  
  
At 30 September 2009  
  
 
                                                                          Capital                                        Own shares held                                    
                                  Share       Share       Revaluation     redemption     Other reserves     Retained     £000               Minority interest               
                                  capital     premium     reserve         reserve        £000               earnings                        £000                  Total     
                                  £000        £000        £000            £000                              £000                                                  £000      
                                                                                                                                                                            
  At 31 March 2008                1,222       42,520      57,072          7,478          291                163,911      (3,992)            157                   268,659   
                                                                                                                                                                            
  Total comprehensive expense     -           -           -               -              -                  (50,965)     -                  143                   (50,822)  
  Dividends paid                  -           -           -               -              -                  (4,130)      -                  -                     (4,130)   
  Revaluation deficit             -           -           (56,360)        -              -                  56,360       -                  -                     -         
  Realised on disposals           -           -           (183)           -              -                  183          -                  -                     -         
  Issue of shares                 114         27,858      -               -              -                  -            -                  -                     27,972    
  Minority interest               -           -           -               -              -                  -            -                  (143)                 (143)     
  Purchase ofshares               -           -           -               -              -                  -            (3,107)            -                     (3,107)   
  Performance share plan          -           -           -               -              -                  (1,363)      -                  -                     (1,363)   
  Own shares held                 -           -           -               -              -                  (5,502)      5,502              -                     -         
                                                                                                                                                                            
  At 31 March 2009                1,336       70,378      529             7,478          291                158,494      (1,597)            157                   237,066   
                                                                                                                                                                            
  Total comprehensive  expense    -           -           -               -              -                  (5,020)      -                  (33)                  (5,053)   
  Dividends paid                  -           -           -               -              -                  (2,896)      -                  -                     (2,896)   
  Revaluationsurplus              -           -           102             -              -                  (102)        -                  -                     -         
  Realised ondisposals            -           -           (631)           -              -                  631          -                  -                     -         
  Purchase ofshares               -           -           -               -              -                  -            6                  -                     6         
  Performance share plan          -           -           -               -              -                  392          -                  -                     392       
  Own shares held                 -           -           -               -              -                  (1,591)      1,591              -                     -         
                                                                                                                                                                            
  At 30 September 2009            1,336       70,378      -               7,478          291                149,908      -                  124                   229,515   
  
  
The charge against retained earnings of £392,000 (2009: credit of £1,363,000) 
adds back the share based payments charge/(credit), in accordance with IFRS 2 
Share Based Payments.    
  
 
                                                                        Capital                                        Own shares held                                    
                                Share       Share       Revaluation     redemption     Other reserves     Retained     £000               Minority interest               
                                capital     premium     reserve         reserve        £000               earnings                        £000                  Total     
                                £000        £000        £000            £000                              £000                                                  £000      
                                                                                                                                                                          
  At 31 March 2008              1,222       42,520      57,072          7,478          291                163,911      (3,992)            157                   268,659   
  Total comprehensive  income   -           -           -               -              -                  7,025        -                  -                     7,025     
  Dividends paid                -           -           -               -              -                  (2,490)      -                  -                     (2,490)   
  Revaluationdeficit            -           -           (93)            -              -                  93           -                  -                     -         
  Realised ondisposals          -           -           (46)            -              -                  46           -                  -                     -         
  Issue of shares               17          1.518       -               -              -                  -            -                  -                     1,535     
  Purchase ofshares             -           -           -               -              -                  -            (3,107)            -                     (3,107)   
  Performance share plan        -           -           -               -              -                  (1,655)      -                  -                     (1,655)   
  Own shares held               -           -           -               -              -                  (5,503)      5,503              -                     -         
                                                                                                                                                                          
  At 30 September 2008          1,239       44,038      56,933          7,478          291                161,427      (1,596)            157                   269,967   
  
  
  Unaudited notes to the Half Year Statement  
  
1.     Financial Information  
  
The financial information contained in this statement does not constitute 
statutory accounts within the meaning of section 240 of the Companies Act 1985. 
The full accounts for the year ended 31 March 2009, which were prepared under 
International Financial Reporting Standards and which received an unqualified 
report from the Auditors, and did not contain a statement under s237(2) or (3) 
of the Companies Act 1985, have been filed with the Registrar of Companies.   
  
These interim condensed consolidated financial statements have been prepared in 
accordance with IAS 34 Interim Financial Reporting. The principal accounting 
policies have remained unchanged from the prior financial period to 31 March 
2009, except for the adoption of IAS 1 (revised 2007) and IFRS 8 as described 
below.  
  
They do not include all of the information required for full annual financial 
statements, and should be read in conjunction with the consolidated financial 
statements of the Group for the year end 31 March 2009.  
  
In line with industry practice, Helical has moved to valuing its investment 
portfolio on a six monthly basis and this half year statement accounts for 
valuation movements in the investment portfolio to 30 September 2009.  
  
The adoption of IAS 1 (revised 2007) does not affect the financial position or 
profits of the Group but gives rise to additional disclosures. The measurement 
and recognition of the Group's assets, liabilities, income and expenses is 
unchanged.  
  
IFRS 8 has been adopted and segments are identified based on the internal 
management reports used by the Board.  
  
Directors have a reasonable expectation that the Company will continue in 
operational existence for the foreseeable future and have, therefore, used the 
going concern basis in preparing the financial statements.  
  
The half year statement was approved by the Board on 26 November 2009 and is 
being sent to shareholders and will be available from the Company's registered 
office at 11-15 Farm Street, London W1J 5RS and on the Company's website at 
www.helical.co.uk.  
  
2.    Statement of directors' responsibilities  
  
The directors confirm that, to the best of their knowledge, this condensed set 
of financial statements has been prepared in accordance with IAS 34 as adopted 
by the European Union, and that the interim management report herein includes a 
fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.  
  
Balances with related parties at 30 September 2009 and 31 March 2009 are 
disclosed in note 21.  
  
A list of current directors is maintained at 11-15 Farm Street, London W1J 5RS 
and at www.helical.co.uk.  
  
On behalf of the Board  
  
Nigel McNair Scott  
  
Finance Director   
  
26 November 2009  
  
3.     Segmental information  
  
The Group divides its business into the following segments for internal 
management purposes:   
  
 
 * investment properties, which are owned or leased by the Group for long-term 
income and for capital appreciation, and trading properties, which are owned or 
leased with the intention to sell; and, 
 * development properties, which include sites, developments in the course of 
construction, completed developments available for sale, and pre-sold 
developments.   
  
 
                           Investment and trading Half year to 30.9.09   Developments Half Year to 30.9.09   Total Half Year to 30.9.09   Investment and trading Half Year to 30.9.08   Developments Half year to 30.9.08   Total Half year to 30.9.08  
  Revenue                  £000                                          £000                                £000                         £000                                          £000                                £000                        
  Rental Income            9,441                                         963                                 10,404                       9,682                                         183                                 9,865                       
  Trading property sales   525                                           -                                   525                          -                                             -                                   -                           
  Developments             -                                             11,663                              11,663                       -                                             42,763                              42,763                      
                           9,966                                         12,626                              22,592                       9,682                                         42,946                              52,628                      
  Other                                                                                                      161                                                                                                            2,546                       
  Revenue                                                                                                    22,753                                                                                                         55,174                      
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                          Investment and trading Year to 31.3.09        Developments Year to 31.3.09        Total Year to 31.3.09        
  
  
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