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Annual Report 2006 - Tamar European Industrial Fund

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Kenmore <strong>European</strong><br />

<strong>Industrial</strong> <strong>Fund</strong> Limited<br />

<strong>2006</strong><br />

<strong>Annual</strong> report and accounts for the<br />

period ended 31 December <strong>2006</strong>


Contents<br />

Company Summary<br />

1 Financial Highlights<br />

2 Performance Summary<br />

3 Chairman’s Statement<br />

5 Investment Manager<br />

6 Investment Manager’s Review<br />

9 Portfolio Statistics<br />

10 Property Portfolio<br />

11 Board of Directors<br />

12 <strong>Report</strong> of the Directors<br />

16 Directors’ Responsibility Statement<br />

17 Independent Auditors’ <strong>Report</strong><br />

18 Income Statements<br />

19 Balance Sheets<br />

20 Statements of Changes in Equity<br />

21 Cash Flow Statements<br />

22 Notes to the Accounts<br />

33 Notice of <strong>Annual</strong> General Meeting<br />

34 Shareholder Information<br />

Corporate Information<br />

This document is important and relates to certain matters on which voting action is required. Shareholders who are in<br />

any doubt as to what action to take should consult an appropriate independent adviser immediately.<br />

If any shareholder has sold or transferred all their shares in the Company, he or she should pass this document to the<br />

person through whom the transfer or sale was effected for onwards transmission to the transferee or purchaser.


Company Summary<br />

The Company<br />

The Company is a limited liability, closed-ended, Guernsey registered investment company. Its shares<br />

are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange. It was<br />

incorporated on 25 August <strong>2006</strong> and its shares were admitted to listing on 25 September <strong>2006</strong>.<br />

At 31 December <strong>2006</strong> total assets less current liabilities were £315 million and shareholders’ funds were<br />

£140 million.<br />

Objective<br />

The investment objective of the Company is to provide Ordinary Shareholders with an attractive level<br />

of income together with the potential for income and capital growth. Its investment policy is to focus on<br />

investments in industrial real estate assets primarily across Western and Northern <strong>European</strong> jurisdictions<br />

(but with no investments being made in the United Kingdom). The Investment Manager expects the<br />

investments will be made primarily in France, Benelux, Germany, Italy, Iberia and Scandinavia.<br />

Management<br />

At launch the Board appointed Kenmore Financial Services Limited as Investment Managers.<br />

The investment management agreement appointing them is for an initial three year period ending on<br />

25 September 2009 and, with effect from that date, may be terminated by either party by giving not less<br />

than 12 months’ notice. Further details of the investment management agreement are provided in the<br />

Notes to the Accounts.<br />

Capital Structure<br />

At admission on 25 September <strong>2006</strong>, the Company had a capital structure comprising 140 million<br />

Ordinary Shares. Ordinary shareholders are entitled to all dividends declared by the Company and to all<br />

the Company’s assets after repayment of liabilities including its borrowings. Borrowings consist of bank<br />

facilities provided by The Royal Bank of Scotland plc, Hypo Real Estate Bank International AG and DnB<br />

NOR Bank ASA, the latter being refinanced with borrowings from Hypo Real Estate Bank International AG<br />

since the period end.<br />

Status<br />

The Company’s shares are eligible for ISAs and PEP transfers and for inclusion within SASS and SIPPS.<br />

Website<br />

The Company’s internet address is: www.kenmoreeifund.com<br />

Financial Highlights<br />

• Share price increased by 12.75 per cent to 112.75 pence at 31 December <strong>2006</strong>.<br />

• Adjusted net asset value before deferred tax liabilities per share increased by 9.0 per cent from 95.5<br />

pence at launch to 104.1 pence at 31 December <strong>2006</strong>.<br />

• Dividend announced in respect of the period of 1.5 pence per share.<br />

Kenmore <strong>European</strong> <strong>Industrial</strong> <strong>Fund</strong> Limited Share Price from Launch<br />

114<br />

112<br />

110<br />

108<br />

106<br />

104<br />

102<br />

100<br />

25 Sept 31 Oct 30 Nov 31 Dec 06<br />

Reconciliation of net asset value per accounts to adjusted net asset value:<br />

Total Per share<br />

£’000 Pence<br />

Net asset value per accounts 140,409 100.3p<br />

Adjustments:<br />

Deferred tax liabilities (see note 10(a)) 2,583 1.8p<br />

Unrecognised deferred tax adjusted for within initial purchase price consideration 4,845 3.5p<br />

Unrecognised deferred tax contingently adjusted for<br />

within initial purchase price consideration (see note 10(b)) (2,135) (1.5)p<br />

Adjusted net asset value 145,702 104.1p<br />

Reconciliation of net asset value per accounts to adjusted net asset value<br />

after deferred tax liabilities and contingent deferred tax:<br />

Total Per share<br />

£’000 Pence<br />

Net asset value per accounts 140,409 100.3p<br />

Adjustments:<br />

Unrecognised deferred tax liabilities (see note 10(b)) (29,948) (21.4)p<br />

Unrecognised deferred tax adjusted for within initial purchase price consideration 4,845 3.5p<br />

Adjusted net asset value after deferred tax liabilities and contingent deferred tax 115,306 82.4p<br />

The above adjusted net asset values (‘NAV’) are based on the NAV per accounts which is calculated in accordance with International<br />

Financial <strong>Report</strong>ing Standards issued by, or adopted by, the International Accounting Standards Board (the ‘‘IASB’’) and interpretations<br />

issued by the International Financial <strong>Report</strong>ing Standards Committee. In order to reconcile these to the published accounts it is<br />

necessary to adjust for those items identified above.<br />

1


Performance Summary<br />

Returns (from launch on 25 September <strong>2006</strong>) 31 December <strong>2006</strong><br />

Growth in adjusted net asset value per share 9.0%<br />

Ordinary Share price 12.75%<br />

FTSE All-Share Index 9.1%<br />

Capital Values Launch<br />

31 December 25 September<br />

<strong>2006</strong> <strong>2006</strong> % Change<br />

Total assets less current liabilities (£000’s) 314,994 276,204 +13.3<br />

Adjusted net asset value 104.1p 95.5p +9.0<br />

Ordinary Share price 112.75p 100.00p +12.8<br />

FTSE All-Share Index 3,221.42 2,969.82 +8.5<br />

Premium to adjusted net asset value per share 8.3% 4.7% -<br />

Gearing ‡ 54.3% 51.2% -<br />

Earnings and Dividends (from incorporation to 31 December <strong>2006</strong>) †<br />

Earnings per Ordinary Share 3.5p<br />

Dividends announced per Ordinary Share 1.5p<br />

Highs/Lows (since launch on 25 September <strong>2006</strong>) Highs Lows<br />

Ordinary Share price 112.75p 100.00p<br />

Premium (to adjusted net asset value per share at launch) 18.1% 4.7%<br />

‡ Gearing: Secured bank loans (after interest rate swaps) ÷ total assets (less current liabilities).<br />

† Including dividends announced but not paid in respect of the period to 31 December <strong>2006</strong>.<br />

Source: Datastream.<br />

2<br />

Chairman’s Statement<br />

It gives me great pleasure to report the first results of the Kenmore <strong>European</strong> <strong>Industrial</strong> <strong>Fund</strong> (the “<strong>Fund</strong>” / “Company”)<br />

for the period from incorporation to 31 December <strong>2006</strong>.<br />

The <strong>Fund</strong> was launched in September <strong>2006</strong> with a successful fund raising of £140 million. Shortly after Admission<br />

to the London Stock Exchange on 25 September <strong>2006</strong>, it acquired a seed portfolio of 70 properties costing £212.7<br />

million, subsequently augmented by further acquisitions in the reporting period. The <strong>Fund</strong>’s investment objective is to<br />

provide investors with an attractive level of income together with the potential for capital growth. The <strong>Fund</strong> will focus<br />

on industrial assets in western and northern Europe excluding the UK, primarily in France, Germany, Benelux, and<br />

Scandinavia.<br />

Results<br />

On Admission, the prospectus suggested that the adjusted net assets of the <strong>Fund</strong> would be 95.5 pence excluding<br />

deferred tax on unrealised investment gains. On the same basis I am delighted to report that net assets per share<br />

excluding deferred tax have increased to 104.1 pence, a rise of 9.0%. The value of the portfolio acquired on Admission<br />

has increased 3.4% with each country showing gains measured against the <strong>Fund</strong>’s acquisition cost.<br />

The table below shows the movement in adjusted net asset value per share:<br />

NAV per Share (Pence)<br />

Admission, excluding deferred tax 95.5<br />

Uplift from valuation gains 5.6<br />

Expensing of acquisition costs (0.9)<br />

Uplift from balance of retained profits 1.2<br />

Improvement in mark to market of debt 0.8<br />

Deferred tax charge for the period 1.9<br />

As at 31 December <strong>2006</strong>, excluding deferred tax 104.1<br />

Including (both recognised and unrecognised) deferred tax, NAV per share is 82.4 pence which compares to the<br />

pro-forma figure on Admission of 78.0 pence.<br />

Profits before tax in the period from incorporation to 31 December <strong>2006</strong> were £7.7 million.<br />

The share price has performed well in the period under review. The shares were admitted to trading at 100 pence<br />

and have traded at a premium consistently since then. We believe that investor demand has been stimulated by the<br />

prospects of an attractive dividend and potential capital growth and the level of liquidity has been encouraging. The<br />

Company also joined the FTSE small cap index in October <strong>2006</strong>.<br />

Portfolio<br />

In addition to the portfolio acquired shortly after Admission, the Company acquired 10 assets at a cost of £65 million<br />

(excluding acquisition costs) in the period to 31 December <strong>2006</strong>. As at the balance sheet date, the Company held<br />

properties at a market value of £288 million, representing approximately 70% of the total expected portfolio size.<br />

Since 31 December, the Company has continued to build the portfolio and, as at 27 February, has acquired a further 4<br />

properties costing £10.5 million. There is a further pipeline of 10 acquisitions totalling £61.1 million which the Board has<br />

approved for purchase which, if completed as expected, will result in the <strong>Fund</strong> being approximately 90% invested.<br />

Information on the portfolio and the pipeline of assets is contained in the Investment Manager’s Review.<br />

Gearing<br />

At an Extraordinary General Meeting of the Company on 18 October <strong>2006</strong>, members approved a change to the Articles<br />

to remove the restriction that, at time of Admission, the maximum permitted borrowings of the Company should be no<br />

greater than 65% of gross assets. The maximum permitted borrowing of the Company is now 75% of gross assets.<br />

The aim of the Board, as stated in the prospectus, is to keep borrowings at approximately 70% of gross assets when<br />

fully invested. During this period, with the acquisition of the portfolio the level of gearing may fall below this level.<br />

3


Chairman’s Statement<br />

As at 31 December <strong>2006</strong>, the Company had drawn £172 million of debt from its facilities to finance the acquisition<br />

of the portfolio. The Company has hedged the risk of interest rate increases by the use of derivative instruments.<br />

On acquiring the seed portfolio, the Company also acquired certain debt facilities which were described in the<br />

prospectus. Arrangements in Norway have been refinanced following the year-end and the swapped element of the<br />

facilities replaced with new five year arrangements. The refinancing of the Belgian and Dutch seed assets has also<br />

been completed with new hedging arrangements implemented.<br />

As at the date of this statement, a total of 94% of the Company’s debt has been protected against adverse movements<br />

in interest rates. Although interest rates across Europe have increased since flotation, the blended cost of money based<br />

on debt drawn to date is currently 4.06% and the <strong>Fund</strong> is now well protected by the hedging instruments in place.<br />

The results reflect an improvement in the mark to market value of the Company’s hedge instruments since Admission<br />

of £1.1 million.<br />

Dividends<br />

In launching the <strong>Fund</strong>, the board stated that, in the absence of unforeseen circumstances, it expected to pay a total<br />

dividend of 7.5 pence per share in the period from Admission to 31 December 2007, representing an annualised<br />

dividend of 6 pence per share.<br />

I am delighted to report that, in light of the strong progress made, the board has decided to declare a first dividend<br />

of 1.5 pence per share, which will be paid on 25 April 2007 to shareholders on the register on 10 April 2007.<br />

Shareholder Communication<br />

The Board considers it important that shareholders are kept regularly informed of the progress of the <strong>Fund</strong>. The<br />

adjusted Net Asset Value per share will be published quarterly.<br />

Corporate Governance<br />

The Company is registered in Guernsey. As such, it is not formally required to comply with the Combined Code on<br />

Corporate Governance. However, the directors intend to comply with the Code, and our statement on compliance is<br />

contained in this annual report.<br />

Prospects<br />

The west <strong>European</strong> and Scandinavian industrial property markets have performed well in recent years.<br />

The markets on which the Company focuses have generally been characterised by consistent tenant demand, limited<br />

development of new stock and an increase in investor demand for industrial/warehouse investments. We see these<br />

conditions continuing, alongside other market dynamics. These include the active management of secondary assets<br />

and hardening yields over the next 12 months, as a result of ongoing investor demand.<br />

Against this background, the application of the Investment Manager’s specialist asset management skills and the<br />

understanding of local market dynamics will be a key factor in driving the Company’s performance. The continuing<br />

ability to source acquisitions through a local network of contacts is also of primary importance.<br />

The Kenmore <strong>European</strong> <strong>Industrial</strong> <strong>Fund</strong> already has an attractive income profile which, including acquisitions in the<br />

pipeline, has a yield of 7.6%, and a portfolio which has already delivered capital growth of 3.4% over the reporting<br />

period to December <strong>2006</strong>. A robust pipeline of further acquisitions has also been identified. The Board believes that<br />

the <strong>Fund</strong> is well on course to build on this sound foundation as the Investment Manager continues to create and<br />

manage a diversified portfolio with strong potential for income and capital growth.<br />

Giles Weaver<br />

Chairman<br />

4<br />

Investment Manager<br />

Kenmore Financial Services Limited is the Investment Manager of the Company and the Luxembourg Subsidiary (and<br />

their subsidiaries) pursuant to the Investment Management Agreement. The Investment Manager is responsible for<br />

advising the Group on the overall management of the Group’s investments and for managing the Group’s cash and<br />

investments in fixed income instruments in accordance with the Company’s investment objective and policy and subject<br />

to the overall control and supervision of the Directors.<br />

The Directors have satisfied themselves that the Investment Manager has procedures in place to address potential<br />

conflicts of interest.<br />

Kenmore Property Group Limited (‘‘Kenmore’’) is the parent company of the Investment Manager. Kenmore was<br />

founded in 1986. Its principal activities are property trading, development and fund management. Kenmore currently<br />

has offices in Edinburgh, London, Manchester, Birmingham, Bristol, Leeds, Stockholm, Paris and Dubai. In addition<br />

to its office network it currently has ten joint venture partners with four of these being in Europe. The Kenmore Group<br />

has 57 full time and attached staff in total and encompasses all the disciplines associated with property investment<br />

management: research, acquisitions, disposals, development, finance, property management and administration.<br />

5


Investment Manager’s Review<br />

Property Market Review<br />

In <strong>2006</strong>, total industrial investment market activity was approximately equal to that in 2005, accounting for 5% of total<br />

investment activity. Germany accounted for 20% of all <strong>European</strong> investment activity. A lack of investment supply is<br />

the key constraint to growth in market size, however, investor demand remains high and this mismatch is expected to<br />

further fuel yield compression.<br />

Supply in the industrial sector remains constrained which in turn has contributed to rental stability. As a result of<br />

stronger macro economic performance across Europe and improving tenant demand, rent stability remains strong with<br />

the potential for rental growth in the short-to-medium term. In general terms, caution from developers and investors<br />

regarding new construction, in particular speculative development, means that there is a limited threat from both oversupply<br />

and downward pressure on rents.<br />

France<br />

In <strong>2006</strong>, take-up in the Ile de France area has continued to recover with almost 950,000 square metres of leasing<br />

activity. Rental levels remain constant and despite low levels of demand / activity in the fourth quarter, the prognosis<br />

for 2007 is positive with rents expected to remain stable and demand to return to normal levels seen over the past two<br />

years. Lack of investment stock has led to a slowdown in activity over the past two years and this is expected to remain<br />

true in 2007, but will also continue to fuel yield compression.<br />

Germany<br />

The steady recovery of the German economy continues to fuel occupier activity and is expected to keep in-line with<br />

new supply. Despite some downward pressure in and around Dusseldorf, rents are expected to be stable in 2007.<br />

Essen and Dortmund have experienced high levels of demand in <strong>2006</strong>. In investment terms, <strong>2006</strong> was a record year<br />

for Germany with particularly strong interest in the warehouse sector. Yields in Germany are still trading at 50 basis<br />

points above the average for the rest of Europe.<br />

Belgium<br />

Leasing activity in <strong>2006</strong> was very active, especially along the Antwerp-Brussels corridor running through Mechelen.<br />

Take-up in Antwerp has been at record levels, but this is not a consistent story across Belgium - northern Brabant has<br />

seen modest take-up of 30,000 square metres. In terms of investment transactions, <strong>2006</strong> was a record year after the<br />

slow down in 2005. Notably, investors in <strong>2006</strong> showed strong interest in all sectors of industrial property not just larger<br />

units as had been the case in previous years.<br />

The Netherlands<br />

Strong export growth has boosted the Netherlands economy driving improved performance in the industrial market.<br />

Increasing levels of container freight have resulted in strong demand for warehousing in and around Rotterdam. While<br />

there remains high levels of vacancy across the Netherlands industrial market (15% in Rotterdam) much of this is<br />

structural vacancy in older poorly designed units. Rents have stabilised in the past twelve months and with increasing<br />

tenant demand there is the potential for rental growth. Due to limited supply of investment opportunities, <strong>2006</strong> saw<br />

a slow down in investment transactions compared to 2005. Strong demand and limited supply is expected to lead<br />

to further yield contraction in 2007. Despite limited supply there remains strong interest from both domestic and<br />

international investors.<br />

Norway<br />

Occupier demand, in part driven by a strong oil-based economy, has increased significantly in <strong>2006</strong>. Rents are<br />

stable and new supply remains limited, in part due to a shortage in construction capacity. Despite being outside the<br />

Eurozone, investor interest continues to increase, though many international investors are not yet represented in Norway<br />

and the local investors remain a strong force in the market place.<br />

Sweden<br />

An improving market economy is fuelling a rapid growth in stock with 300,000 square metres of warehouse space to<br />

be delivered in 2007. Tenant expansion was a key aspect of the market in <strong>2006</strong>. Growth in supply off-set by strong<br />

demand has led to stable rental levels and this trend is expected to continue in 2007. Interest for industrial/warehouse<br />

investments remains very high for prime properties and as a result of limited investment supply the secondary market<br />

is also increasingly attractive to international investors. This is expected to fuel yield compression in 2007. In <strong>2006</strong><br />

Sweden saw 8% of the <strong>European</strong> industrial investment market, a marginal increase on 2005.<br />

6<br />

Investment Manager’s Review<br />

Finland<br />

The industrial leasing market remains strong with stable demand and a very low market vacancy. New supply is<br />

constrained and there is very limited speculative development, therefore, rents are stable with the promise of rental<br />

growth in the short-to-medium term. Finland has seen strong growth in interest from international investors across all<br />

asset classes. As elsewhere in Europe, market activity has been limited by a lack of product. Due to perceived lack<br />

of market transparency Finland has traditionally not been favoured by international investors. However, this is now<br />

changing with many investors focusing strongly on Finland. Nevertheless, yields are still significantly higher than<br />

elsewhere in Europe.<br />

Portfolio Overview<br />

As at 31st December <strong>2006</strong> the total portfolio was valued at over £286.76m and the seed portfolio increased from<br />

£212.7m to £219.7m, a rise of over 3%. By value the portfolio breaks down across six countries as follows: France<br />

49%, Norway 24%, Netherlands 11%, Belgium 7%, Sweden 5% and Germany 4%. This shows a reduction in exposure<br />

to France of 17%, an increase in Norway and Belgium and the first assets bought in Germany.<br />

The portfolio comprises 80 properties, 658,000 square metres with 390 individual leases. The current portfolio rent is<br />

£21.5m (NOI) reflecting a net yield of 7.5% with a void of 12.5% by area and reversionary yield of 8.65%.<br />

Belgium France Germany Netherlands Norway Sweden Total<br />

Number of Assets 3 57 2 4 10 4 80<br />

Number of Tenancies 20 284 8 4 56 18 390<br />

Total Area (sqm) 66,333 261,168 89,916 97,652 92,830 50,196 658,095<br />

Average Lot Size £’000 £6,554 £2,449 £6,070 £7,662 £6,932 £3,727 £33,394<br />

Value (per sqm) £296 £534 £135 £314 £747 £297 £435<br />

Area/Tenancy (sqm) 3,317 920 11,240 24,413 1,658 2,789 1,687<br />

Area/Asset (sqm) 22,111 4,582 44,958 24,413 9,283 12,549 8,226<br />

During the reporting period, the portfolio saw 15 new leases signed or renewed, representing 3.5% of gross income and<br />

31,579 sqm, and 19 tenants vacate premises, representing 3.7% of gross income and 30,515 sqm; the income of the<br />

seed portfolio dropped by 0.9% and occupancy of the whole portfolio increased by just under 1% due to purchases.<br />

It is worth noting that the French market had a relatively soft final quarter in terms of leasing and experienced high rental<br />

increases as construction price indexation rose to 8%. We intend to use this unsustainable indexation to induce tenants<br />

to commit to longer lease terms in return for a reduction to market rental levels. The portfolio as a whole is performing<br />

within the business plan.<br />

Transactions<br />

Between launch and 31st December <strong>2006</strong>, a total of 10 properties were purchased at a cost of £65m excluding<br />

purchaser’s costs of 4.4% on average. The total net operating income for the new properties was £5.6m providing a net<br />

initial yield of 8.2% and a reversionary yield of 8.8%. These additional investments take the fund to approximately 70%<br />

invested by cost. No sales were undertaken.<br />

The properties acquired include:<br />

• Drammen, Norway (£13.95m; 7.1%; 18,177 sqm) – a well-let distribution unit which offers an opportunity to take a<br />

surrender on release to the under tenants. The location is likely to improve as the main Oslo port is relocated.<br />

• Dortmund, Germany (£9.68m; 12.4%; 81,438 sqm) – a well-located multi let industrial estate predominantly (70%) let<br />

to Edeka. This provides the opportunity of redeveloping and reletting to a number of current under-tenants as Edeka<br />

will not renew their lease.<br />

• Aarschot, Belgium (£11.7m; 7.6%; 31,600 sqm) - a multi let industrial estate located in the prime Antwerp-Germany<br />

distribution corridor. The property is currently under-rented and has the opportunity to develop a further 6,300 sqm.<br />

The assets acquired were valued at 31st December <strong>2006</strong> at £67,046,227, approximately 0.6% less than their gross<br />

purchase price.<br />

7


Investment Manager’s Review<br />

Outlook<br />

As a general statement on the industrial/warehouse market, we anticipate more of the same, increasing investor<br />

interest putting downward pressure on yields, steady but cautious tenant demand and supply in check through lack of<br />

development.<br />

However, the market dynamics have changed slightly over the quarter. The significant rise in interest rates has reduced<br />

the arbitrage between cost of money and property yields. This has occurred at the same time as there are more<br />

entrants into the market place. Unfortunately, investment stock levels have not increased commensurately as the sector<br />

is comparatively immature and corporates are only slowly releasing real estate assets from their balance sheets.<br />

While we are well within business plan in terms of purchase yield and hedged interest rate, future purchases will be<br />

more difficult to secure at those yields experienced historically, although this should indicate potential for capital growth<br />

within the existing portfolio. Furthermore, the continued rise in construction costs will either push prime rents upward<br />

or continue to act as a hold over new development – either way the existing stock could potentially experience rental<br />

growth.<br />

We continue to see excellent off-market opportunities through our office network and well established contacts in our<br />

target markets.<br />

Rob Brook<br />

Kenmore Financial Services Limited<br />

Investment Manager<br />

8<br />

Portfolio Statistics<br />

Geographical Analysis as at 31 December <strong>2006</strong> Tenure Analysis as at 31 December <strong>2006</strong><br />

NETHERLANDS 11%<br />

GERMANY 4%<br />

Lease Expiry Profile<br />

At 31 December <strong>2006</strong> the average lease length for the portfolio, assuming all break options are exercised, was 3.8<br />

years.<br />

80%<br />

70%<br />

60%<br />

50%<br />

40%<br />

30%<br />

20%<br />

10%<br />

0<br />

FRANCE 49%<br />

0-5 years<br />

NORWAY 24%<br />

Top Ten Tenants at 31 December <strong>2006</strong><br />

SWEDEN 5%<br />

BELGIUM 7%<br />

5-10 years 10-15 years 15+ years<br />

LEASEHOLD 2%<br />

FREEHOLD 98%<br />

Passing Rent % Total Portfolio<br />

Tenant £’000s Passing Rent<br />

Kuehne + Nagel Logistics 1,674 7.8%<br />

EDEKA 1,127 5.2%<br />

Bauda AS 970 4.5%<br />

Kuehne + Nagel Chilled Logistics 677 3.1%<br />

STS 526 2.4%<br />

Grunnarbeid AS 459 2.1%<br />

I.N.A. 444 2.1%<br />

Nexans Distribution 405 1.9%<br />

Bongs Konvolutter 398 1.8%<br />

Black & Decker 338 1.6%<br />

7,018 32.5%<br />

9


Property Portfolio<br />

As at 31 December <strong>2006</strong><br />

Property Country Initial Market % of Total Assets<br />

Yield value (less Current<br />

£’000s Liabilities)<br />

Marshallweg 1, Veghel Netherlands 7.19% 22,825 7.3%<br />

Svelvikveien 59B, Drammen Norway 6.85% 14,384 4.6%<br />

Nieuwlandlaan, Aarschot Belgium 8.72% 10,908 3.5%<br />

Brackler-Hellweg, Dortmund Germany 14.67% 9,426 3.0%<br />

Leiraveien 13B, Skedsmo Norway 6.02% 9,101 2.9%<br />

Croissy Beaubourg France 7.79% 8,867 2.8%<br />

Östmarkveien 27, Oslo Norway 6.88% 7,788 2.5%<br />

Banvakten 1, Borlange Sweden 5.37% 6,476 2.1%<br />

Nanterre France 6.79% 6,363 2.0%<br />

Vestvollveien 10, Skedsmo Norway 8.88% 6,338 2.0%<br />

Ten largest property holdings 102,476 32.7%<br />

Prof Birkelandsvei 36, Oslo Norway 7.93% 6,231 2.0%<br />

Vikelvfaret, Trondheim Norway 7.80% 5,929 1.9%<br />

Bry-sur-Marne France 9.03% 4,915 1.6%<br />

John G. Mattesonsvei 4, Oslo * Norway 8.64% 4,829 1.5%<br />

Holterkollveien 3, Frogn Norway 7.29% 4,681 1.5%<br />

Runnenbergweg 12,14 / Talhoutweg 2, Vaassen Netherlands 9.38% 4,585 1.5%<br />

Lisses Porges France 7.40% 4,558 1.5%<br />

Bekkeveien 161, Stokke Norway 9.30% 4,550 1.5%<br />

Industrielaan 9, Olen Belgium 9.49% 4,525 1.4%<br />

Oostkaai, Merksem Belgium 10.22% 4,228 1.4%<br />

Twenty largest property holdings 151,507 48.5%<br />

Vastra 8, Helsingborg Sweden 11.32% 4,049 1.3%<br />

Bois-Chaland, Lisses France 8.33% 4,033 1.3%<br />

Combs La Ville France 6.48% 3,966 1.3%<br />

Fontenay Neuilly France 7.92% 3,892 1.2%<br />

St. Michel sur Orge France 7.93% 3,737 1.2%<br />

Rue de L’Equerre, St Ouen l’Aumône France 8.04% 3,636 1.2%<br />

Bredmyra 10-12, Sarpsborg Norway 8.47% 3,608 1.2%<br />

Herblay France 8.31% 3,488 1.1%<br />

Norrahammar, Jönköping Sweden 13.76% 3,470 1.1%<br />

Neuilly Plaisance France 7.57% 3,461 1.1%<br />

Thirty largest property holdings 188,847 60.5%<br />

Other properties 99,008 29.5%<br />

Price adjustment related to deferred tax liabilities (4,845) (0.1)%<br />

Total property portfolio 283,010 89.9%<br />

Other non-current assets and net current assets 31,984 10.1%<br />

Total assets (less current liabilities) 314,994 100.0%<br />

* Leasehold property<br />

10<br />

Board of Directors<br />

Giles Weaver (Chairman)<br />

Aged 60, is currently Chairman of Charter Pan-<strong>European</strong> Trust PLC and Helical Bar PLC. He is a nonexecutive<br />

director of Aberdeen Asset Management PLC, Gartmore SICAV, Anglo & Overseas PLC, Investec<br />

High Income Trust PLC, Isotron PLC, James Finlay Ltd., ISIS Property Trust 2 Ltd. and Henderson Far East<br />

Income Trust plc. He was formerly chairman of Murray Johnstone Ltd. and a director of Ivory & Sime PLC.<br />

Jonathan Gamble<br />

Aged 39, is currently a director of Asset Risk Consultants Limited, which provides investment consulting<br />

services. He has worked professionally in London, Australia and Singapore as a dealer for Morgan Stanley<br />

and Société Générale before moving to Guernsey. He serves on the boards of a number of companies.<br />

Helen Green<br />

Aged 44, is a chartered accountant and a partner in Saffery Champness, a UK top 20 firm of chartered<br />

accountants. She joined the firm in 1984, qualified as a chartered accountant in 1988 and became a<br />

partner in the London office in 1997. Since November 2000 she has been based in the Guernsey office<br />

where she is a client liaison director responsible for trust and company administration. Helen serves on the<br />

boards of a number of companies in various jurisdictions.<br />

John Kennedy<br />

Aged 55, has over 30 years’ experience in the property market. He is Chairman of Kenmore and has<br />

worked professionally in Scotland, Australia and the West Indies. He qualified as a chartered surveyor in<br />

1973, formed Kenmore Investments Limited 20 years ago and ran his own building company before turning<br />

exclusively to commercial property trading, development and investment. He is a prior winner of Property<br />

Week Personality of the Year and Entrepreneur of the Year.<br />

Christopher Spencer<br />

Aged 56. Christopher Spencer qualified as a chartered accountant in London in 1975. Following two years<br />

post qualification work in Bermuda he moved to Guernsey. Mr Spencer, who specialised in audit and<br />

fiduciary work, was managing partner/director of the Guernsey Practice of Pannell Kerr Forster (Guernsey)<br />

Limited and Praxis Fiduciaries Limited from 1990 until his retirement in May 2000. Mr Spencer is a nonexecutive<br />

Director of a number of hedge funds, funds of hedge funds and other investment and insurance<br />

companies.<br />

11


<strong>Report</strong> of the Directors<br />

The Directors present their report and accounts of the<br />

Group for the period from incorporation on 25 August<br />

<strong>2006</strong> to 31 December <strong>2006</strong> (the “period”).<br />

Results and Dividends<br />

The results for the period are set out in the attached<br />

accounts. The Company has not paid any interim<br />

dividends during the period ended 31 December <strong>2006</strong>. It<br />

is the policy of the Directors to declare and pay dividends<br />

as interim dividends. The Directors do not therefore<br />

recommend a final dividend.<br />

Principal Activity and Status<br />

The Company is a Guernsey registered company and<br />

during the period carried on business as a property<br />

investment company. A review of the business during the<br />

period is contained in the Chairman’s Statement and the<br />

Investment Manager’s Review.<br />

Directors<br />

The Directors who held office during the period and<br />

their interests in the shares of the Company as at 31<br />

December <strong>2006</strong> (all of which were beneficial) were:<br />

Ordinary Shares<br />

CGH Weaver 200,000<br />

JJ Gamble -<br />

HF Green 5,000<br />

JAB Kennedy *1,500,000<br />

CP Spencer 15,000<br />

* Held within a group pension scheme of which Mr<br />

Kennedy is a member.<br />

There have been no changes in the above interests<br />

between 31 December <strong>2006</strong> and 27 February 2007.<br />

Biographical details of each of the Directors are shown<br />

on page 11. In accordance with the Company’s Articles<br />

of Association each Director will retire at the <strong>Annual</strong><br />

General Meeting, being the first such meeting following<br />

his appointment and, being eligible, offers himself<br />

for re-election. As stated in the section on Corporate<br />

Governance starting on page 13, an evaluation of the<br />

performance of individual Directors was not carried out<br />

during the period but will be undertaken during 2007.<br />

However, the Board believes that the performance of<br />

each Director continues to be effective and demonstrates<br />

commitment to the role.<br />

12<br />

During the period the Directors received the following<br />

emoluments in the form of fees:<br />

CGH Weaver 12,370<br />

JJ Gamble 7,068<br />

HF Green 7,068<br />

JAB Kennedy 7,068<br />

CP Spencer 8,836<br />

Total 42,410<br />

There are no service contracts in existence between the<br />

Company and any Directors but each of the Directors<br />

was appointed by a letter of appointment which sets out<br />

the main terms of their appointment.<br />

Management<br />

Kenmore Financial Services Limited (the Investment<br />

Manager) provides management services to the<br />

Company. A summary of the Investment Management<br />

Agreement is given in note 2 to the accounts.<br />

Since the period end, the Management Engagement<br />

Committee has reviewed the appropriateness of the<br />

Investment Manager’s appointment. In carrying out<br />

the review the Committee considered the investment<br />

performance of the Company during the period and the<br />

capability and resources of the Investment Manager<br />

to deliver satisfactory investment performance. It<br />

also considered the length of the notice period of the<br />

Investment Management Agreement and the fees<br />

payable to the Investment Manager, together with the<br />

standard of the other services provided.<br />

Following this review, it is the Directors’ opinion that the<br />

continuing appointment of the Investment Manager on<br />

the terms agreed is in the interests of shareholders as a<br />

whole.<br />

Substantial Interests in Share Capital<br />

At 27 February 2007 the following holdings representing<br />

more than 3 per cent of the Company’s issued share<br />

capital had been notified to the Company.<br />

No. of Ordinary Percentage<br />

Shares Held Held<br />

Rathbone Brothers Plc 13,808,713 9.86%<br />

Kenmore Investments<br />

Limited 10,500,000 7.50%<br />

Uberior Europe Limited 7,000,000 5.00%<br />

The Independent<br />

Investment Trust Plc 5,000,000 3.57%<br />

£<br />

<strong>Report</strong> of the Directors<br />

Corporate Governance<br />

As a Guernsey registered company, the<br />

Company is not required to comply with the<br />

Combined Code on Corporate Governance<br />

issued by the Financial <strong>Report</strong>ing Council in<br />

July 2003 (‘the Code’).<br />

However, it is the Company’s policy to comply with best<br />

practice on good corporate governance that is applicable<br />

to investment companies.<br />

Arrangements in respect of corporate governance have<br />

therefore been made by the Board, which it believes are<br />

appropriate for the Company. Except as disclosed in the<br />

following two paragraphs, the Company believes that it<br />

complied with the provisions of the Code throughout the<br />

period. Since the Board consists entirely of non-executive<br />

Directors, the provisions of the Code in respect of<br />

Directors’ remuneration are not relevant to the Company<br />

except in so far as they relate to non-executive Directors.<br />

No Director has a service contract with the Company.<br />

Their letters of appointment, dated 5 September <strong>2006</strong>,<br />

state that their appointment and any subsequent<br />

termination or retirement shall be subject to the<br />

provisions of the Articles of Association which require<br />

that all Directors retire by rotation at least every three<br />

years. The Board considers that it is not appropriate for<br />

the Directors to be appointed for a specified term as<br />

recommended by Code provision A.7.2, nor for a Senior<br />

Independent Director to be appointed as recommended<br />

by Code provision A.3.3, nor, at present, for there to<br />

be a Nomination Committee as recommended by<br />

Code provision A.4.1. The Company has not so far<br />

established a separate remuneration committee as<br />

the Board is satisfied that any relevant issues can be<br />

properly considered by the Board or by the established<br />

committees.<br />

In addition, the Board did not consider it appropriate to<br />

carry out an evaluation of the performance of the Board,<br />

Committees and individual Directors during the first<br />

accounting period and the Company is therefore not<br />

able to provide the disclosure recommended by Code<br />

provision A.6.1. However, a performance evaluation will<br />

be undertaken during 2007.<br />

Mr Weaver is Chairman. Mr Kennedy is an executive<br />

director of Kenmore, which is the ultimate parent<br />

company of the Investment Manager. He is not therefore<br />

considered to be an independent Director. All other<br />

Directors are considered by the Board to be independent<br />

of the Investment Manager. New Directors will receive an<br />

induction from the Investment Manager and Secretary on<br />

joining the Board and all Directors receive other relevant<br />

training as necessary.<br />

The Company has no executive directors or employees.<br />

The Investment Management Agreement sets out<br />

the matters over which the Investment Manager has<br />

authority and the limits beyond which Board approval<br />

must be sought. All other matters, including strategy,<br />

investment and dividend policies, gearing, and corporate<br />

governance procedures, are reserved for the approval of<br />

the Board of Directors. The Board currently meets at least<br />

quarterly and receives full information on the Company’s<br />

investment performance, assets, liabilities and other<br />

relevant information in advance of Board meetings.<br />

The Audit Committee, chaired by Mr Spencer, meets<br />

bi-annually and operates within clearly defined terms<br />

of reference and comprises all the Directors except<br />

for Mr Kennedy. The duties of the Audit Committee in<br />

discharging its responsibilities include reviewing the<br />

<strong>Annual</strong> and Interim Accounts; the system of internal<br />

controls; and the terms of appointment of the auditors<br />

together with their remuneration. It is also the forum<br />

through which the auditors report to the Board of<br />

Directors. The objectivity of the auditors is reviewed by<br />

the Audit Committee which also reviews the terms under<br />

which the external auditors are appointed to perform<br />

non-audit services. The Committee reviews the scope<br />

and results of the audit, its cost effectiveness and the<br />

independence and objectivity of the auditors, with<br />

particular regard to non-audit fees. Such fees amounted<br />

to £31,000 for the period ended 31 December <strong>2006</strong> and<br />

related to agreed procedures in respect of the completion<br />

accounts for the acquisition of the seed portfolio.<br />

Notwithstanding the provision of such services, the Audit<br />

Committee considers KPMG Channel Islands Limited to<br />

be independent of the Company and that the provision of<br />

such non-audit services is not a threat to the objectivity<br />

and independence of the conduct of the audit. The Audit<br />

Committee held its first meeting on 27 February 2007.<br />

13


<strong>Report</strong> of the Directors <strong>Report</strong> of the Directors<br />

The Management Engagement Committee, chaired<br />

by Mr Weaver, comprises the full Board, except for Mr<br />

Kennedy, and reviews the performance of the Investment<br />

Manager and the continuing ability of Directors to act<br />

independently of any substantial shareholder, and their<br />

associates. The Management Engagement Committee<br />

will hold its first meeting during 2007.<br />

The table below sets out the number of Board and<br />

Committee meetings held during the period from the<br />

Company’s launch to 31 December <strong>2006</strong> and the number<br />

of meetings attended by each Director.<br />

Board of Directors Meetings held / attended<br />

CGH Weaver 3 / 3<br />

JJ Gamble 3 / 3<br />

HF Green 3 / 3<br />

JAB Kennedy 3 / 3<br />

CP Spencer 3 / 3<br />

Individual Directors may, at the expense of the Company,<br />

seek independent professional advice on any matter<br />

that concerns them in the furtherance of their duties. The<br />

Company maintains appropriate Directors’ and Officers’<br />

liability insurance. After making enquiries, and bearing in<br />

mind the nature of the Company’s business and assets,<br />

the Directors consider that the Company has adequate<br />

resources to continue in operational existence for the<br />

foreseeable future. For this reason, they continue to adopt<br />

the going concern basis in preparing the accounts.<br />

Principal Risks and Uncertainties<br />

The Company invests in real estate in Europe and<br />

Scandinavia. It is therefore exposed to variations in<br />

market conditions for such assets and to responses<br />

to market conditions, to local and national economic<br />

conditions, changes to the currency and interest rate<br />

profiles, tax rates and other future events. In addition<br />

the Company will also face risks from breach of laws or<br />

regulations, poor selection of assets, failure of systems or<br />

procedures in any of the countries in which the Company<br />

operates, actions leading to central management and<br />

control of the assets being regarded as taxable in the UK.<br />

The Investment Manager through its active management<br />

and review processes will seek to minimise these risks<br />

wherever possible, and the Board through its review of<br />

the Manager’s work will seek to identify any additional<br />

exposures.<br />

The Board uses a number of key performance indicators<br />

to assist in measuring the performance of the Company.<br />

14<br />

These are:<br />

• the running yield on the portfolio;<br />

• the cost of the Company’s debt;<br />

• the performance of the share price and its relativity to<br />

NAV per share excluding deferred tax; and<br />

• the dividend yield.<br />

Internal Controls<br />

The Board is responsible for the Company’s system<br />

of internal control and for reviewing its effectiveness,<br />

consistent with the guidance by the Turnbull Committee.<br />

The process is based principally on the Investment<br />

Manager’s approach to internal control.<br />

The Board will review at its regular series of meetings a<br />

report from the Investment Manager on the procedures it<br />

has undertaken to ensure compliance with the investment<br />

guidelines of the Company and the management of the<br />

portfolio of assets within the Company. At each Board<br />

meeting the Board monitors the investment performance<br />

of the Company in comparison to its stated objective. The<br />

Board also reviews the Company’s activities since the last<br />

Board meeting to ensure that the Investment Manager<br />

adheres to the agreed investment policy and approved<br />

investment guidelines and, if necessary, approves<br />

changes to such policy and guidelines. In addition, at<br />

each Board meeting, the Board receives reports from<br />

the Secretary in respect of compliance matters and<br />

duties performed on behalf of the Company. By their<br />

nature these procedures can provide reasonable, but not<br />

absolute, assurance against material misstatement or<br />

loss.<br />

The Board has reviewed the need for an internal audit<br />

function. The Board has decided that the systems and<br />

procedures employed by the Investment Manager and<br />

the Secretary and the work carried out by the Company’s<br />

external auditors, provide sufficient assurance that a<br />

sound system of internal control, which safeguards<br />

the Company’s assets, is maintained. An internal audit<br />

function specific to the Company is therefore considered<br />

unnecessary.<br />

Relations with Shareholders<br />

The Company welcomes the views of shareholders<br />

and places great importance on communication with<br />

its shareholders. The Board receives regular reports on<br />

the views of shareholders and the Chairman and other<br />

Directors are available to meet shareholders if required.<br />

Any requests for meetings should be made to the<br />

Administrator.<br />

Directors’ Authority to Buy Back Shares<br />

The Company did not purchase any shares for<br />

cancellation during the period.<br />

The Directors will seek renewal of the current authority<br />

of the Company to make market purchases of up to<br />

14.99 per cent of the issued Ordinary Share Capital<br />

and Special Resolution 1, as set out in the notice of the<br />

<strong>Annual</strong> General Meeting, seeks renewal of such authority<br />

until the earlier of the <strong>Annual</strong> General Meeting in 2008<br />

and 15 August 2008. Any buy back of Ordinary Shares<br />

will be made subject to Guernsey law and within any<br />

guidelines established from time to time by the Board<br />

(which will take into account the income and cash flow<br />

requirements of the Company). The making and timing<br />

of any buy backs will be at the absolute discretion of<br />

the Board. Purchases of Ordinary Shares will only be<br />

made through the market for cash at prices below the<br />

prevailing net asset value of the Ordinary Shares (as last<br />

calculated) where the Directors believe such purchases<br />

will enhance shareholder value. The purchases will only<br />

be made in accordance with the rules of the UK Listing<br />

Authority which provide that the price to be paid must<br />

not be more than the higher of (i) five per cent above the<br />

average market value of the Shares for the five business<br />

days prior to the day the purchase is made and (ii) the<br />

“Buy-back” Regulation price, being the higher of the last<br />

independent trade and the highest current independent<br />

bid.<br />

It is intended that buy backs will only be made if to do<br />

so will represent an attractive investment opportunity for<br />

ongoing shareholders not participating in any such buy<br />

backs. Accordingly, purchases of Shares will only be<br />

made through the market for cash at prices below the<br />

prevailing Net Asset Value per Share of the remaining<br />

Shares.<br />

Auditors<br />

KPMG Channel Islands Limited have expressed<br />

their willingness to continue in office as auditors and<br />

a resolution proposing their re-appointment will be<br />

submitted at the <strong>Annual</strong> General Meeting.<br />

Approved by the Board on 27 February 2007.<br />

Jonathan Gamble Helen Green<br />

Director Director<br />

15


Directors’ Responsibility Statement Independent Auditors’ <strong>Report</strong><br />

The Directors are responsible for preparing the Directors’ <strong>Report</strong> and the Group and parent Company<br />

financial statements for each financial period which give a true and fair view of the state of affairs of the<br />

Group and the parent Company and of the profit or loss of the Group and the parent Company for that<br />

period and which are in accordance with applicable laws. In preparing those financial statements the<br />

Directors are required to:<br />

• select suitable accounting policies and then apply them consistently;<br />

• make judgements and estimates that are reasonable and prudent;<br />

• state whether applicable accounting standards have been followed subject to any material departures<br />

disclosed and explained in the financial statements; and<br />

• prepare the financial statements on the going concern basis unless it is appropriate to presume that the<br />

Group will not continue in business.<br />

The Directors are responsible for keeping proper accounting records which disclose with reasonable<br />

accuracy at any time the financial position of the Group and which enable them to ensure that the financial<br />

statements have been properly prepared in accordance with the Companies (Guernsey) Law, 1994. They<br />

are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for<br />

the prevention and detection of fraud and other irregularities.<br />

16<br />

Independent Auditors’ <strong>Report</strong> to the Members of Kenmore <strong>European</strong> <strong>Industrial</strong> <strong>Fund</strong> Limited<br />

We have audited the Group and parent Company financial statements (the ‘‘financial statements’’) of Kenmore<br />

<strong>European</strong> <strong>Industrial</strong> <strong>Fund</strong> Limited for the period ended 31 December <strong>2006</strong> which comprise the Consolidated<br />

and Company Income Statements, the Consolidated and Company Balance Sheets, the Consolidated and<br />

Company Statements of Changes in Equity, the Consolidated and Company Cash Flow Statements and the<br />

related notes. These financial statements have been prepared under the accounting policies set out therein.<br />

This report is made solely to the Company’s members, as a body, in accordance with section 64 of The<br />

Companies (Guernsey) Law, 1994. Our audit work has been undertaken so that we might state to the<br />

Company’s members those matters we are required to state to them in an auditor’s report and for no other<br />

purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other<br />

than the Company and the Company’s members as a body, for our audit work, for this report, or for the<br />

opinions we have formed.<br />

Respective Responsibilities of Directors and Auditors<br />

The Directors are responsible for preparing the Directors’ <strong>Report</strong> and the financial statements in accordance<br />

with applicable Guernsey law and International Financial <strong>Report</strong>ing Standards (IFRSs) as set out in the<br />

Statement of Directors’ Responsibilities above.<br />

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory<br />

requirements and International Standards on Auditing (UK and Ireland).<br />

We report to you our opinion as to whether the financial statements give a true and fair view and are properly<br />

prepared in accordance with The Companies (Guernsey) Law, 1994. We also report to you if, in our opinion,<br />

the company has not kept proper accounting records, or if we have not received all the information and<br />

explanations we require for our audit.<br />

We read the Directors’ <strong>Report</strong> and consider the implications for our report if we become aware of any<br />

apparent misstatements within it.<br />

We read the other information accompanying the financial statements and consider whether it is consistent<br />

with those statements. We consider the implications for our report if we become aware of any apparent<br />

misstatements or material inconsistencies with the financial statements.<br />

Basis of Audit Opinion<br />

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued<br />

by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to<br />

the amounts and disclosures in the financial statements. It also includes an assessment of the significant<br />

estimates and judgements made by the Directors in the preparation of the financial statements, and of<br />

whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and<br />

adequately disclosed.<br />

We planned and performed our audit so as to obtain all the information and explanations which we<br />

considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the<br />

financial statements are free from material misstatement, whether caused by fraud or other irregularity or<br />

error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the<br />

financial statements.<br />

Opinion<br />

In our opinion the financial statements:<br />

• give a true and fair view, in accordance with IFRSs, of the state of the Group’s and the parent Company’s<br />

affairs as at 31 December <strong>2006</strong> and of the Group’s and the parent Company’s profit for the period then<br />

ended; and<br />

• have been properly prepared in accordance with The Companies (Guernsey) Law, 1994.<br />

KPMG Channel Islands Limited<br />

Guernsey, Channel Islands 27 February 2007<br />

17


Income Statements Balance Sheets<br />

For the period from 25 August <strong>2006</strong> to 31 December <strong>2006</strong><br />

Revenue<br />

Notes Company Group<br />

£’000 £’000<br />

Rental income - 5,193<br />

Other income - 522<br />

Gains on investments<br />

Unrealised gains on revaluation of investment properties 8 - 5,072<br />

Total income - 10,787<br />

Expenditure<br />

Other expenses 2a, 3 (170) (3,001)<br />

Total expenditure (170) (3,001)<br />

Net operating profit/(loss) before finance costs (170) 7,786<br />

Net finance costs<br />

Interest revenue receivable 2,029 677<br />

Finance costs 4 (720) (762)<br />

1,309 (85)<br />

Net profit from ordinary activities before taxation 1,139 7,701<br />

Taxation on profit on ordinary activities 5 - (2,804)<br />

Net profit for the period 1,139 4,897<br />

Basic earnings per share 3.5p<br />

The accompanying notes are an integral part of this statement.<br />

18<br />

As at 31 December <strong>2006</strong><br />

Notes Company Group<br />

£’000 £’000<br />

Non-current assets<br />

Property, plant and equipment - 3<br />

Investment properties 8 - 283,010<br />

Investment in subsidiary undertakings 9 682 -<br />

Trade and other receivables 11a 143,554 2,135<br />

Deferred tax assets 10 - 159<br />

144,236 285,307<br />

Current assets<br />

Trade and other receivables 11b 18 16,723<br />

Cash and cash equivalents 12 25,294 33,581<br />

25,312 50,304<br />

Total assets 169,548 335,611<br />

Current liabilities<br />

Trade and other payables 13 (32,924) (20,617)<br />

Non-current liabilities<br />

Loans and borrowings 14 - (172,002)<br />

Deferred tax liabilities 10 - (2,583)<br />

- (174,585)<br />

Total liabilities (32,924) (195,202)<br />

Net assets 136,624 140,409<br />

Represented by:<br />

Share capital 15 - -<br />

Share premium 15 2,985 2,985<br />

Special distributable reserve 15 132,500 132,500<br />

Translation reserve 15 - 27<br />

Revenue reserve 15 1,139 4,897<br />

Equity shareholders’ funds 136,624 140,409<br />

Net asset value per share 100.3p<br />

The accounts on pages 18 to 32 were approved by the Board of Directors on 27 February 2007 and signed<br />

on its behalf by:<br />

J J Gamble H F Green<br />

Director Director<br />

The accompanying notes are an integral part of this statement.<br />

19


Statements of Changes in Equity Cash Flow Statements<br />

For the period from 25 August <strong>2006</strong> to 31 December <strong>2006</strong><br />

Income and expense recognised directly in equity<br />

Company Group<br />

£’000 £’000<br />

Foreign currency translation differences for foreign operations - 27<br />

- 27<br />

Net profit for the period 1,139 4,897<br />

Issue of ordinary share capital, net of issue costs 135,485 135,485<br />

Total changes in equity for the period 136,624 140,409<br />

For the period from 25 August <strong>2006</strong> to 31 December <strong>2006</strong><br />

Cash flows from operating activities<br />

Notes Company Group<br />

£’000 £’000<br />

Net profit from ordinary activities before taxation 1,139 7,701<br />

Adjustments for:<br />

Unrealised gains on revaluations of investment properties - (5,072)<br />

Depreciation on other fixed assets - 1<br />

Increase in operating trade and other receivables (18) (16,723)<br />

Increase in operating trade and other payables 32,924 19,970<br />

Taxation paid - (216)<br />

Net cash inflow from operating activities 34,045 5,661<br />

Cash flows from investing activities<br />

Purchases of investment properties 8 - (275,170)<br />

Development expenditure 8 - (2,258)<br />

Purchase of other fixed assets 8 - (4)<br />

Investment in subsidiaries 9 (682) -<br />

Increase in non-current trade and other receivables 11a (143,554) (2,135)<br />

Net cash outflows from investing activities (144,236) (279,567)<br />

Cash flows from financing activities<br />

The accompanying notes are an integral part of this statement. The accompanying notes are an integral part of this statement.<br />

20<br />

Proceeds from issue of ordinary share capital 15 140,000 140,000<br />

Issue costs of ordinary share capital 15 (4,515) (4,515)<br />

Receipt of borrowings 14 - 172,002<br />

Net cash inflow from financing activities 135,485 307,487<br />

Net increase in cash and cash equivalents 25,294 33,581<br />

Opening cash and cash equivalents - -<br />

Closing cash and cash equivalents 25,294 33,581<br />

21


Notes to the Accounts<br />

1. Accounting policies<br />

A summary of the principal accounting policies, all of which have been applied consistently throughout the period, is set<br />

out below.<br />

(a) Basis of Accounting<br />

The consolidated accounts have been prepared in accordance with International Financial <strong>Report</strong>ing Standards issued<br />

by, or adopted by, the International Accounting Standards Board (the ‘‘IASB’’), interpretations issued by the International<br />

Financial <strong>Report</strong>ing Interpretations Committee, applicable legal and regulatory requirements of Guernsey Law and the<br />

Listing Rules of the UK Listing Authority. The Company considers that it has complied (and intends to continue to comply)<br />

with the conditions applicable to property investment companies set out in paragraph 15.5.15R of the Listing Rules of the<br />

United Kingdom Listing Authority.<br />

No International Financial <strong>Report</strong>ing Standards have been adopted early, however it is likely that any Standards issued, but<br />

that are not yet effective, would only require changes in disclosure and not result in changes to the accounting policies for<br />

recognition and measurement.<br />

(b) Basis of Consolidation<br />

The consolidated accounts comprise the accounts of the Company and all of its subsidiaries, being entities controlled by<br />

the Company, drawn up to 31 December each year.<br />

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from<br />

the date on which control is transferred out of the Group.<br />

These consolidated financial statements are presented in sterling, which is the Company’s functional currency. All financial<br />

information presented in sterling has been rounded to the nearest thousand.<br />

(c) Revenue Recognition<br />

Rental income, excluding VAT, arising on investment properties is accounted for in the Income Statement on a straight-line<br />

basis over the lease term of ongoing leases. Lease incentives granted are recognised as an integral part of the total rental<br />

income.<br />

Interest income is accounted for on an accruals basis.<br />

(d) Expenses<br />

Expenses are accounted for on an accruals basis. The Group’s investment management and administration fees, finance<br />

costs and all other expenses are charged through the Income Statement.<br />

(e) Taxation<br />

Deferred income tax is provided, using the liability method, on temporary differences at the balance sheet date between<br />

the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax<br />

liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled, based on tax<br />

rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.<br />

As required by IAS 12, deferred income tax is not recognised on temporary differences at the time of initial recognition<br />

arising from transactions treated as asset acquisitions. The aggregate amount of such deferred income tax is disclosed as<br />

unrecognised deferred income tax.<br />

Deferred income tax assets are only recognised if it is considered more likely than not that there will be suitable profits from<br />

which the future reversal of the underlying timing differences can be deducted.<br />

(f) Investment Properties<br />

Freehold investment properties, or the equivalent, are initially recognised at cost, being the fair value of consideration<br />

given, including transaction costs associated.<br />

Leasehold investment properties, or the equivalent, are initially recognised at the lower of fair value and the present value<br />

of minimum lease payments.<br />

After initial recognition, investment properties are measured at fair value, with unrealised gains and losses recognised in<br />

the Income Statement. Fair value is based on the open market valuation provided by Savills SA, chartered surveyors, at the<br />

balance sheet date.<br />

On derecognition, realised gains and losses on disposals of investment properties are recognised in the Income Statement.<br />

Recognition and derecognition occurs on the exchange of signed contracts between a willing buyer and a willing seller.<br />

22<br />

Notes to the Accounts<br />

1. Accounting policies (continued)<br />

(f) Investment Properties (continued)<br />

In the case of development expenditure, cost includes the cost of materials and direct labour and any other costs directly<br />

attributable to bringing the asset to a working condition for its intended use. Cost also includes capitalised borrowing costs<br />

up to the point of practical completion.<br />

(g) Derivative Financial Instruments<br />

The Group holds derivative financial instruments to hedge its interest rate exposures. Derivatives are recognised initially<br />

at fair value; attributable transaction costs are recognised in the Income Statement when incurred. Subsequent to initial<br />

recognition, derivatives are measured at fair value. Hedge accounting is not applied to derivative instruments and changes<br />

in fair value are recognised in the Income Statement.<br />

(h) Share Issue Expenses<br />

Incremental external costs directly attributable to the equity transaction that would have otherwise not been incurred are<br />

written off against the Share Premium Account.<br />

All other expenses relating to the launch of the Company not directly attributable to the issue of equity are expensed<br />

through the Income Statement.<br />

(i) Segmental <strong>Report</strong>ing<br />

The Directors are of the opinion that the Group is engaged in a single segment of business being property investment<br />

business, in one geographical area, Europe (excluding the United Kingdom).<br />

(j) Cash and Cash Equivalents<br />

Cash at bank and short term deposits that are held to maturity are carried at amortised cost. Cash and cash equivalents<br />

consist of cash in hand and short term deposits in banks with an original maturity of three months or less.<br />

(k) Trade and Other Receivables<br />

Trade receivables, which are generally due for settlement at the relevant quarter end are recognised and carried at the<br />

original invoice amount. As impairment events are identified, provisions are made on either a specific or collective basis,<br />

as may be applicable.<br />

(l) Interest-Bearing Borrowings<br />

All non-current borrowings are initially recognised at cost, being fair value of the consideration received, net of arrangement<br />

costs associated with the borrowing. After initial recognition, all interest bearing borrowings are subsequently measured<br />

at amortised cost using the effective yield method. The effective yield method recognises interest in the Income Statement<br />

in the period to which it relates. Amortised cost is calculated by taking into account any loan arrangement costs and any<br />

discount or premium on settlement.<br />

(m) Foreign Exchange<br />

1. Foreign currency transactions<br />

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates<br />

at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are<br />

retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary<br />

items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for<br />

effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange<br />

rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at<br />

fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Foreign<br />

currency differences arising on retranslation are recognised in profit or loss.<br />

2. Foreign operations<br />

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are<br />

translated to sterling at exchange rates at the reporting date. The income and expenses of foreign operations are translated<br />

to sterling at exchange rates at the dates of the transactions.<br />

Foreign currency differences are recognised directly in equity. When a foreign operation is disposed of, in part or in full, the<br />

relevant amount in equity is transferred to the Income Statement.<br />

(n) Use of Estimates and Judgements<br />

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect<br />

the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results<br />

may differ from these estimates.<br />

23


Notes to the Accounts<br />

2. Fees<br />

Group<br />

(a) Investment management fees 504<br />

Under the terms of the Investment Management Agreement, Kenmore Financial Services Limited (the Investment<br />

Manager) is entitled to a base fee equal to 0.75 per cent per annum of the aggregate value of the real estate assets of<br />

the Group, until such time that 90 per cent of the fund is committed or invested and thereafter equal to 0.90 per cent per<br />

annum of the aggregate value of the real estate assets of the Group. The base fee rate will reduce to 0.85 per cent per<br />

annum to the extent that such assets exceed £550 million and to 0.75 per cent per annum to the extent that such assets<br />

exceed £700 million.<br />

The base fee is payable quarterly in arrear and, in respect of each calendar quarter, will be calculated by reference to<br />

the time weighted average of the aggregate value of the real estate assets of the Group for the relevant quarter.<br />

Performance fee<br />

In addition, the Investment Manager is entitled to a performance fee in respect of each performance period if the<br />

growth in net asset value (excluding deferred tax on unrealised capital gains or losses in the Property Portfolio plus<br />

dividend returns, at the end of that performance period) exceeds 10 per cent per annum and, further, if the Company<br />

has met its stated dividend policy during such performance period.<br />

The performance fee rate is set at 20 per cent of such outperformance. The trigger for a performance fee payment for<br />

each period is subject to a ‘‘high water mark’’ which is reset every 3 years, such that the 10 per cent hurdle applies to<br />

the previous highest financial period end NAV within each consecutive 3 year period.<br />

50 per cent of the performance fee, if payable in respect of any performance period, will be paid in cash. An amount<br />

equal to the remaining 50 per cent in ordinary shares in the Company will be set aside and paid to the Investment<br />

Manager if the Company has met its stated dividend policy for a period of 2 years commencing at the end of the<br />

performance period in respect of which the performance fee provisionally accrued.<br />

The issue price of any shares to be issued to the Investment Manager shall be the higher of the average market price<br />

of the shares over 20 Business Days prior to the end of the financial period in respect of which the performance fee<br />

was earned and the published NAV (calculated excluding any deferred tax on capital gains) as at the end of such<br />

performance period.<br />

The first performance period shall be the period from Admission to 31 December 2007 and, thereafter, the performance<br />

period shall be each 12 month period ending on 31 December. No fee has been accrued in the period to 31 December<br />

<strong>2006</strong>. At each interim reporting date the Board will consider the need to make an accrual for any fee due under the<br />

Investment Management Agreement taking into account performance to date and their view of the outlook for the<br />

balance of each performance period.<br />

Termination<br />

The Investment Management Agreement may be terminated by either the Company or the Investment Manager on not<br />

less than twelve months’ notice in writing but so as not to expire prior to 25 September 2010. Pursuant to the terms of<br />

the Investment Management Agreement, the Company and the Investment Manager agree to review the terms of such<br />

agreement on the fourth anniversary of the Investment Management Agreement.<br />

(b) Valuers’ fees<br />

The valuers, Savills SA, have agreed to provide valuation services in respect of the property portfolio.<br />

24<br />

£’000<br />

Notes to the Accounts<br />

3. Other expenses<br />

Company Group<br />

£’000 £’000<br />

Direct operating expenses of let rental property - 1,446<br />

Investment management fees (see note 2(a)) - 504<br />

Provision for bad debts - 235<br />

Valuation and other professional fees 30 427<br />

Directors’ fees 42 42<br />

Auditors remuneration for:<br />

- audit 38 92<br />

- other services to the Group - -<br />

Other 60 255<br />

In addition to the above, the auditors received £31,000 for services provided in connection with the launch<br />

of the Company. This expense is set against the proceeds from the share issue.<br />

170 3,001<br />

4. Finance costs Company Group<br />

£’000 £’000<br />

Interest on borrowings - 1,962<br />

Unrealised gains on interest rate swaps - (1,092)<br />

Other interest 720 (108)<br />

720 762<br />

5. Taxation Company Group<br />

£’000 £’000<br />

Current income tax charge - 221<br />

Deferred income tax relating to origination and reversal of temporary differences (see note 10) - 2,583<br />

Total tax charge - 2,804<br />

A reconciliation of the income tax charge applicable to the results from ordinary activities at the statutory income tax<br />

rate to the charge for the period is as follows:<br />

Company Group<br />

£’000 £’000<br />

Net profit from ordinary activities before taxation 1,139 7,701<br />

Income tax at following - 2,460<br />

applicable tax rates 0% 31.94%<br />

Effects of:<br />

Capital gains on revaluation of investment properties not taxable - (2,532)<br />

Tax exempt income - (56)<br />

Non-deductible expenses - 12<br />

Losses not utilised - 100<br />

Other timing differences - 237<br />

Total tax charge - 221<br />

25


Notes to the Accounts<br />

5. Taxation (continued)<br />

The group applicable income tax rate represents a blended rate across the tax jurisdictions in which the group<br />

operates.<br />

The Company is exempt from Guernsey taxation on dividend income derived outside Guernsey under the Income<br />

Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. A fixed annual fee of £600 is payable to the States of Guernsey in<br />

respect of this exemption. No charge to Guernsey taxation will arise on capital gains.<br />

The Directors intend to conduct the Company’s affairs such that the management and control is not exercised in<br />

the United Kingdom and so that the Company does not carry on any trade in the United Kingdom. Accordingly, the<br />

Company will not be liable for United Kingdom taxation on its income or gains other than certain income deriving from a<br />

United Kingdom source. The Company’s subsidiaries are subject to local income tax on income arising on the property<br />

portfolio after deduction of its allowable debt financing costs and other allowable expenses, dependent upon the<br />

residence of each subsidiary.<br />

As noted in accounting policy note 1(e), deferred income tax is not recognised on temporary differences at the time of<br />

initial recognition arising from transactions treated as asset acquisitions. This policy is different from that used in the<br />

pro-forma financial information contained in the prospectus dated 8 September <strong>2006</strong> which recognised deferred tax on<br />

such differences on the balance sheet in order to calculate net assets per share.<br />

6. Dividends<br />

An interim dividend of 1.5 pence per share, totalling £2,100,000 will be paid on 25 April 2007 to shareholders on the<br />

register on 10 April 2007. Although this payment relates to the period ended 31 December <strong>2006</strong>, under International<br />

Financial <strong>Report</strong>ing Standards it will be accounted for in the year ending 31 December 2007, being the year during<br />

which it becomes unconditionally payable.<br />

7. Earnings per share<br />

The earnings per Ordinary Share are based on the net profit for the period of £4,897,000 and on 140,000,000 Ordinary<br />

Shares, being the weighted average number of shares in issue during the period.<br />

8. Investment properties Company Group<br />

£’000 £’000<br />

Freehold and leasehold properties<br />

Purchases at cost - 275,950<br />

Development costs - 2,258<br />

Reclassification - (270)<br />

Surplus on revaluation to fair value - 5,072<br />

Closing valuation - 283,010<br />

Included within the above is one leasehold, or the local equivalent, property with a closing market valuation of<br />

£14,384,000.<br />

Savills SA, who have appropriate professional qualifications and recent experience in the location and category of the<br />

property being valued, completed a valuation of Group investment properties at 31 December <strong>2006</strong> on an open market<br />

basis in accordance with the requirements of the Appraisal and Valuation Manual published by the Royal Institution of<br />

Chartered Surveyors, which is deemed to equate to fair value. Fair value is determined by reference to market based<br />

evidence, which is the amounts for which the assets could be exchanged between a knowledgeable, willing buyer<br />

and a knowledgeable, willing seller in an arm’s length transaction as at the valuation date. The market value of these<br />

investment properties amounted to £287,855,000.<br />

On the acquisition of certain properties, the Group negotiated a purchase price adjustment for contingent deferred tax.<br />

The aggregate amount of such adjustments obtained to 31 December <strong>2006</strong> was £4,845,000. It is assumed that in the<br />

case of a future sale, any prospective buyer would seek a similar adjustment and so the closing valuation has been<br />

reduced to reflect this.<br />

The Group has adopted IAS 40, allowing leasehold properties to be carried at fair value rather than amortised over the<br />

term of the lease. The same valuation criteria are therefore applied to leasehold as freehold properties. The property<br />

valuer is independent and external to the Group. The property valuer takes account of deleterious materials included<br />

in the construction of the investment properties in arriving at its estimate of open market valuation, when the Managers<br />

advise the presence of such materials.<br />

26<br />

Notes to the Accounts<br />

8. Investment properties (continued)<br />

The Group has entered into leases on its property portfolio as lessor (see note 19 for further information). No one<br />

property accounts for more than 15 per cent of the gross assets of the Group. The 10 largest properties per open<br />

market value are shown on page 10. The only leasehold property which the Group holds as lessee has more than 30<br />

years remaining on the lease term.<br />

There are no restrictions on the realisability of the Group’s investment properties or on the remittance of income or<br />

proceeds of disposal. However, the Group’s investments comprise <strong>European</strong> commercial property, which may be<br />

difficult to realise as described in Liquidity risk, note 17. The majority of leases are on a full repairing basis and as such<br />

the Group is not liable for costs in respect of repairs, maintenance or enhancements to its investment properties.<br />

9. Investment in subsidiary undertakings<br />

The Company owns 100 per cent of the issued ordinary share capital of KEIF Luxembourg Sarl and KEIF Luxembourg<br />

Scandi Sarl, both companies incorporated in Luxembourg whose principal business is that of intermediary holding<br />

companies.<br />

Significant subsidiaries of KEIF Luxembourg Sarl and KEIF Luxembourg Scandi Sarl include:<br />

Country of Incorporation Ownership<br />

KEIF Norge AS Norway 100<br />

KEIF Sweden AB Sweden 100<br />

Feldrien Investments BV The Netherlands 100<br />

10. Deferred tax assets and liabilities<br />

(a) Recognised deferred tax assets and liabilities<br />

Deferred tax assets and liabilities are attributable to the following items:<br />

Group Group<br />

Assets Liabilities<br />

£’000 £’000<br />

Investment property – on revaluation surplus - (2,583)<br />

Tax loss carry-forwards 159 -<br />

159 (2,583)<br />

(b) Unrecognised deferred tax assets and liabilities<br />

At 31 December <strong>2006</strong>, deferred tax liabilities of £29,948,000 on temporary differences at the time of initial recognition<br />

arising from transactions treated as asset acquisitions have not been recognised in accordance with IAS 12. Included<br />

within this is an amount of £2,135,000 which is potentially payable under the initial acquisition agreement in the event of<br />

certain subsidiaries being sold in the future.<br />

27


Notes to the Accounts<br />

11. Trade and other receivables<br />

(a) Non-current<br />

Company Group<br />

£’000 £’000<br />

Due from subsidiary undertakings 143,554 -<br />

Interest rate swap assets (see note 17) - 2,135<br />

(b) Current<br />

143,554 2,135<br />

Accrued income - 325<br />

Rents receivable (net of provision for bad debts) - 4,786<br />

VAT recoverable - 1,490<br />

Other debtors and prepayments 18 10,122<br />

18 16,723<br />

Rents receivable, which are generally due for settlement at the relevant quarter end, are recognised and carried at the<br />

original invoice amount less an allowance for any uncollectable amounts. An estimate for doubtful debts is made when<br />

collection of the full amount is no longer probable. Bad debts are written off when identified.<br />

Included within amounts due from subsidiary undertakings are £65,864,000 of convertible bonds subscribed for by<br />

the Company. Each bond has a par value of €25, carries a fixed interest rate of 3.67 per cent per annum and has a<br />

maturity date of the 49th anniversary of the date of issuance.<br />

12. Cash and cash equivalents<br />

All cash balances were held in current accounts or with banks on short term deposits with an original maturity of three<br />

months or less at the period end.<br />

13. Trade and other payables Company Group<br />

£’000 £’000<br />

Rental income received in advance - 3,033<br />

Trade payables - 2,008<br />

Investment manager’s fee payable - 504<br />

Tax (including VAT) payable - 1,471<br />

Due to subsidiary undertakings 32,613 -<br />

Other payables 311 13,601<br />

32,924 20,617<br />

The Company’s payment policy is to ensure settlement of supplier invoices in accordance with stated terms.<br />

28<br />

Notes to the Accounts<br />

14. Loans and borrowings<br />

Company Group<br />

£’000 £’000<br />

Secured bank loans - 172,002<br />

Terms and conditions of the Group’s outstanding loans and borrowings, all of which are secured over the property<br />

assets to which they relate, were as follows:<br />

Nominal<br />

Interest Year of<br />

Currency rate maturity £’000<br />

Secured bank loans Euro 3.63% 2010-2011 133,307<br />

Secured bank loans NOK 4.39% 2009-2011 38,695<br />

The principal covenant relating to the loans included above requires a ratio of outstanding loan to<br />

property market value of less than 85% is maintained.<br />

15. Share capital and share premium account and reserves<br />

172,002<br />

Company and<br />

Group<br />

£’000<br />

Authorised share capital<br />

Ordinary Shares of nil par value each Unlimited<br />

Issued share capital<br />

140,000,000 Ordinary Shares of nil par value each, fully paid -<br />

Share premium account<br />

Received on the placing of Ordinary Shares 140,000<br />

Less: issue costs (4,515)<br />

135,485<br />

Conversion to special distributable reserve (132,500)<br />

Closing balance 2,985<br />

Issued share capital and share premium account 2,985<br />

The Royal Court of Guernsey confirmed the reduction of capital by way of a cancellation of the Company’s Share<br />

Premium Account. The amount cancelled, being £132,500,000, has been credited as a distributable reserve<br />

established in the Company’s books of account and shall be available to be used for all purposes permitted under<br />

Guernsey law, including the buy back of shares and the payment of dividends.<br />

Special distributable reserve<br />

As noted above, the special distributable reserve was created by the cancellation of the Company’s Share Premium<br />

Account. It is a distributable reserve to be used for all purposes permitted under Guernsey law, including the buy back<br />

of shares and the payment of dividends.<br />

Translation reserve<br />

The translation reserve comprises all foreign exchange differences arising from the translation of the financial<br />

statements of foreign operations.<br />

29


Notes to the Accounts<br />

15. Share capital and share premium account and reserves (continued)<br />

Revenue reserve<br />

Any surplus arising from the net profit on ordinary activities after taxation after payment of dividends is taken to this<br />

reserve, with any deficit up to the level of the special distributable reserve being charged to that reserve.<br />

16. Related party transactions<br />

Kenmore Financial Services Limited received fees for its services as Investment Manager. Further details are provided<br />

in note 2. The total charge to the Income Statement during the period was £504,000 of which £504,000 remained<br />

payable at the period end.<br />

The Directors of the Company received fees for their services. Further details are provided in the <strong>Report</strong> of the Directors<br />

on page 12 and in note 3. Total fees for the period were £42,000. No fees remained payable at the period end.<br />

At the end of the period, the Company was due £143,554,000 from its immediate subsidiaries (including £65,864,000<br />

of convertible bonds). The Company’s Income Statement for the period recognised £1,503,000 of interest income in<br />

respect of this amount (£964,000 relating to the convertible bonds).<br />

At the end of the period, the Company owed £32,613,000 to its immediate subsidiaries. The Company’s Income<br />

Statement for the period recognised £456,000 of interest charge in respect of these amounts.<br />

All of the above transactions were undertaken on an arm’s length basis.<br />

17. Financial instruments<br />

The Group’s investment objective is to provide ordinary shareholders with an attractive level of income together with<br />

the potential for capital and income growth from investing in a diversified <strong>European</strong> commercial property portfolio.<br />

Consistent with that objective, the Group holds <strong>European</strong> commercial property investments.<br />

The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and interest rate risk. The<br />

Board reviews and agrees policies for managing its risk exposure. These policies are summarised below and have<br />

remained unchanged for the period under review.<br />

Credit risk<br />

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered<br />

into with the Group. In the event of default by an occupational tenant, the Group will suffer a rental shortfall and incur<br />

additional costs, including legal expenses, in maintaining, insuring and re-letting the property until it is re-let. The Board<br />

receives regular reports on concentrations of risk and any tenants in arrears. The Managers monitor such reports in<br />

order to anticipate, and minimise the impact of, defaults by occupational tenants.<br />

The rent receivables of the Group at 31 December <strong>2006</strong> are disclosed in note 11.<br />

With respect to credit risk arising from other financial assets of the Group, which comprise cash and cash equivalents<br />

and certain other derivative instruments, the Group’s exposure to credit risk arises from default of the counterparty with<br />

a maximum exposure equal to the carrying value of these instruments. There are no significant concentrations of credit<br />

risk within the Group.<br />

Liquidity risk<br />

Liquidity risk is the risk that the Group will encounter in realising assets or otherwise raising funds to meet financial<br />

commitments.<br />

The Group maintains sufficient short-term liquidity to meet its immediate payment requirements.<br />

The Group’s investments comprise <strong>European</strong> commercial property. Property and property related assets are inherently<br />

difficult to value due to the individual nature of each property. As a result, valuations are subject to substantial<br />

uncertainty. There is no assurance that the estimates resulting from the valuation process will reflect the actual sales<br />

price even where such sales occur shortly after the valuation date.<br />

30<br />

Notes to the Accounts<br />

17. Financial instruments (continued)<br />

Interest rate risk<br />

The Group’s exposure to interest rate risk relates primarily to the Group’s long-term debt obligations. These consist of<br />

secured bank loans, further details of which are provided in note 14.<br />

Interest rate exposure has been limited by the purchase of interest rate swap contracts. The Group has entered into<br />

interest rate swaps with a notional amount of £139,839,000 used to hedge the exposure to changes in interest rates.<br />

The swaps fix the interest rate payable to a weighted average rate of 3.80%, and a total rate inclusive of margin of<br />

4.74%. The fair value of the interest rate swaps is disclosed in note 11(a) and is estimated as the present value of the<br />

expected future net interest cash flows, based on current and expected future interest rates at the period end.<br />

The interest rate profile of the Group and Company as at 31 December <strong>2006</strong> was as follows:<br />

Assets where Weighted Weighted average<br />

no interest average period for which<br />

Fair value total Fixed rate Variable rate is received interest rate rate is fixed<br />

Financial assets £’000 £’000 £’000 £’000 % (years)<br />

Group<br />

Cash and cash equivalents 33,581 - 33,581 - 3.58 -<br />

Trade and other receivables 16,723 - - 16,723 - -<br />

Company<br />

50,304 - 33,581 16,723 3.58 -<br />

Cash and cash equivalents 25,294 - 25,294 - 4.34 -<br />

Trade and other receivables 143,572 142,051 - 1,521 4.62 49<br />

168,866 142,051 25,294 1,521 4.54 -<br />

Liabilities where Weighted Weighted average<br />

no interest average period for which<br />

Fair value total Fixed rate Variable rate is received interest rate rate is fixed<br />

Financial liabilities £’000 £’000 £’000 £’000 % (years)<br />

Group<br />

Secured bank loans 169,867 137,696 32,171 - 3.80 4<br />

Apart from the secured bank loans as disclosed in note 14, the fair value of financial assets and liabilities is not<br />

materially different from their carrying value in the financial statements.<br />

31


Notes to the Accounts<br />

17. Financial instruments (continued)<br />

Foreign currency risk<br />

The Group’s underlying functional operating currencies are Sterling, the Euro, the Norwegian Kroner and the Swedish<br />

Kroner. The Group’s income and expenditure will, however, be presented in Sterling. The Group is, therefore, likely to<br />

be exposed to variations in currency exchange rates which might affect the results of operations. The Directors intend<br />

to operate prudent policies with respect to currency hedging. Where feasible, and as appropriate, the Group will seek<br />

to finance assets using local currency denominated financing.<br />

18. Capital commitments<br />

The Group has no capital commitments as at 31 December <strong>2006</strong>.<br />

19. Lease length<br />

The Group leases out its investment properties under operating leases.<br />

The total minimum future lease payments due, analysed by the year in which they fall due, was as follows:<br />

Group £’000<br />

Less than one year 22,806<br />

Between two and five years 73,155<br />

Over five years 42,960<br />

Total 138,921<br />

The largest single tenant at the year end accounted for 7.3% of the current annual rental income.<br />

The unoccupied property expressed as a percentage of estimated total rental value was 8.5% at the period end.<br />

The Group has entered into commercial property leases on its investment property portfolio. These properties,<br />

held under operating leases, are measured under the fair value model as the properties are held to earn rentals.<br />

The majority of these non-cancellable leases have remaining non-cancellable lease terms of between 5 and 15 years.<br />

Analyses of the nature of investment properties and leases are provided in ‘Portfolio Statistics’ on page 9.<br />

32<br />

Notice of <strong>Annual</strong> General Meeting<br />

Notice is hereby given that the First <strong>Annual</strong> General Meeting of Kenmore <strong>European</strong> <strong>Industrial</strong> <strong>Fund</strong> Limited will be held at<br />

Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 15 May 2007 at 5pm for the following purposes.<br />

To consider and, if thought fit, pass the following as Ordinary Resolutions:<br />

1 That the accounts and the reports of the Directors and of the Auditors for the period ended 31 December <strong>2006</strong> be<br />

received and approved.<br />

2 That KPMG Channel Islands Limited be re-appointed as Auditors and the Directors be authorised to determine<br />

the Auditors’ remuneration.<br />

3 That Mr C Spencer, who retires at the first <strong>Annual</strong> General Meeting following his appointment, be re-elected as a Director.<br />

4 That Ms H Green, who retires at the first <strong>Annual</strong> General Meeting following her appointment, be re-elected as a Director.<br />

5 That Mr J Kennedy, who retires at the first <strong>Annual</strong> General Meeting following his appointment, be re-elected as a Director.<br />

6 That Mr J Gamble, who retires at the first <strong>Annual</strong> General Meeting following his appointment, be re-elected as a Director.<br />

7 That Mr G Weaver, who retires at the first <strong>Annual</strong> General Meeting following his appointment, be re-elected as a Director.<br />

To consider and, if thought fit, pass the following as a Special Resolution:<br />

1 That the Company be authorised, in accordance with section 5 of The Companies (Purchase of Own Shares)<br />

Ordinance 1998 (the ‘‘Ordinance’’), to make market purchases (within the meaning of section 18 of the Ordinance) of<br />

ordinary shares of no par value each (‘‘Ordinary Shares’’), provided that:<br />

(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 14.99 per cent of the issued<br />

Ordinary Shares on the date on which this resolution is passed;<br />

(b) the minimum price which may be paid for an Ordinary Share shall be 1p;<br />

(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be 105 per cent of the<br />

average of the middle market quotations (as derived from the Daily Official List) for the Ordinary Shares for the five<br />

business days immediately preceding the date of purchase;<br />

(d) unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the<br />

<strong>Annual</strong> General Meeting of the Company to be held in 2008, or on 15 August 2008, whichever is the earlier, save that<br />

the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares under such authority and may<br />

make a purchase of Ordinary Shares pursuant to any such contract.<br />

By order of the Board<br />

Northern Trust International <strong>Fund</strong> Administration Services (Guernsey) Limited<br />

Secretary<br />

Trafalgar Court, Les Banques<br />

St Peter Port, Guernsey GY1 3QL<br />

27 February 2007<br />

Notes:<br />

1. A member who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a<br />

poll, vote instead of him or her. A proxy need not be a member of the Company.<br />

2. A form of proxy is enclosed for use at the Meeting. The form of proxy should be completed and sent, together with<br />

the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or<br />

authority, so as to reach Computershare Investor Services (CI) Limited, Ordnance House, 31 Pier Road, St Helier, Jersey<br />

JE4 8PW not later than 5pm on 13 May 2007.<br />

3. Completing and returning a form of proxy will not prevent a member from attending in person at the Meeting and voting<br />

should he or she so wish.<br />

4. The existing Articles of Association and the Directors’ letters of appointment will be available for inspection at the<br />

<strong>Annual</strong> General Meeting.<br />

33


Shareholder Information<br />

Dividends<br />

Dividends are paid in bi-annual instalments in April and September each year. Shareholders who wish to have<br />

dividends paid directly into a bank account rather than by cheque to their registered address can complete a mandate<br />

form for the purpose. Mandates may be obtained from Northern Trust International <strong>Fund</strong> Administration Services<br />

(Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on request. Where dividends<br />

are paid directly to shareholders’ bank accounts, dividend tax vouchers are sent directly to shareholders’ registered<br />

addresses.<br />

Share Price<br />

The Company’s Ordinary Shares are listed on the London Stock Exchange. Prices are given daily in the Financial Times<br />

under ‘‘Investment Companies’’ and in other newspapers.<br />

Change of Address<br />

Communications with shareholders are sent to the address held on the share register. In the event of a change of<br />

address or other amendment this should be notified to Northern Trust International <strong>Fund</strong> Administration Services<br />

(Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL under the signature of the<br />

registered holder.<br />

Financial Calendar<br />

25 April 2007 Payment of first interim dividend<br />

15 May 2007 <strong>Annual</strong> General Meeting<br />

22 August 2007 Announcement of interim results<br />

September 2007 Payment of second interim dividend<br />

Shareholder Enquiries<br />

Contact Northern Trust International <strong>Fund</strong> Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques,<br />

St Peter Port, Guernsey GY1 3QL. Additional information regarding the Company may also be found at its website<br />

address which is: www.kenmoreeifund.com<br />

34<br />

Corporate Information<br />

Directors (all non-executive)<br />

CGH Weaver (Chairman)<br />

JJ Gamble<br />

HF Green<br />

JAB Kennedy<br />

CP Spencer<br />

Registered Office<br />

Trafalgar Court<br />

Les Banques<br />

St Peter Port<br />

Guernsey<br />

Administrator, Secretary and Registrar<br />

Northern Trust International <strong>Fund</strong><br />

Administration Services (Guernsey) Limited<br />

Trafalgar Court<br />

Les Banques<br />

St Peter Port<br />

Guernsey GY1 3QL<br />

Investment Manager<br />

Kenmore Financial Services Limited<br />

33 Castle Street<br />

Edinburgh EH2 3DN<br />

Property Valuation Agents<br />

Savills SA<br />

14 rue Auber<br />

85009 Paris<br />

France<br />

Auditors<br />

KPMG Channel Islands Limited<br />

20 New Street<br />

St Peter Port<br />

Guernsey GY1 4AN<br />

Solicitors as to English Law<br />

Herbert Smith LLP<br />

Exchange House<br />

Primrose Street<br />

London EC2A 2HS<br />

Advisers as to Guernsey Law<br />

Ozannes<br />

1 Le Marchant Street<br />

St Peter Port<br />

Guernsey GY1 4HP<br />

Marketing Adviser<br />

Financial Dynamics Limited<br />

Holborn Gate<br />

26 Southampton Buildings<br />

London WC2A 1PB


www.kenmoreeifund.com<br />

KEIF ANNUAL REPORT AND ACCOUNTS FOR THE PERIOD ENDED 31 DECEMBER <strong>2006</strong>

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