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Atlantic Leaf Properties Limited

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Atlantic Leaf Properties Limited ATLANTIC LEAF PROPERTIES LIMITED (Registration Number 128426) Consolidated Financial Statements for the 10 month period ended 31 December 2020 ATLANTIC LEAF PROPERTIES LIMITED (Registration Number 128426) Consolidated Financial Statements for the 10 month period ended 31 December 2020 INDEX The reports and statements set out below comprise the consolidated financial statements presented to the shareholders: Index 1 General Information 2 Directors' Report 3 - 4 Directors' Responsibilities and Approval 5 Independent Auditors Reports 6 - 13 Statement of Financial Position 14 Statement of Profit or Loss and Other Comprehensive Income 15 Statement of Changes in Equity 16 Statement of Cash Flows 17 Accounting Policies 18 - 25 Notes to the Consolidated Financial Statements 26 - 47 1 ATLANTIC LEAF PROPERTIES LIMITED (Registration Number 128426) Consolidated Financial Statements for the 10 month period ended 31 December 2020 GENERAL INFORMATION COUNTRY OF INCORPORATION AND DOMICILE Bailiwick of Jersey DIRECTORS Paul Leaf-Wright Mark Pryce Samuele Cappelletti (Appointed 4 August 2020) Edward Jones (Appointed 4 August 2020) Mary Craddock (Appointed 4 August 2020) Peter Bacon (Resigned 4 August 2020) Cleopatra Folkes (Resigned 4 August 2020) Nicholas Winearls (Resigned 4 August 2020) Laurence Rapp (Resigned 4 August 2020) Rudolf Pretorius (Resigned 4 August 2020) Charles Butler (Resigned 17 August 2020) REGISTERED OFFICE c/o Ocorian Secretaries (Jersey) Limited 26 New Street St Helier Jersey JE2 3RA (Postal address same as physical address) BANKERS Barclays Bank Plc PO Box 69999 1 Churchill Place London United Kingdom E14 1QE AUDITORS Deloitte LLP PO Box 403 Gaspe House 66-72 Esplanade St Helier Jersey, JE4 8WA Channel Islands JERSEY COMPANY ADMINISTRATOR AND COMPANY SECRETARY Ocorian Secretaries (Jersey) Limited 26 New Street St Helier Jersey JE2 3RA (Postal address same as physical address) TISE SPONSOR Appleby Securities (CI Limited) PO Box 207 13 - 14 Esplanade St Helier Jersey, JE1 1BD Channel Islands 2 ATLANTIC LEAF PROPERTIES LIMITED (Registration Number 128426) Consolidated Financial Statements for the 10 month period ended 31 December 2020 DIRECTORS' REPORT The directors have the pleasure in presenting their report and audited consolidated financial statements for Atlantic Leaf Properties Limited (the ''Company'') together with its subsidiaries (the ''Group'') for the 10 month period ended 31 December 2020. The financial year end of the Group was changed from 28 February to 31 December and therefore the periods are not directly comparable. 1. Nature of the business The Company is a United Kingdom "UK" REIT incorporated in Jersey and is a public company limited by shares in accordance with the Companies (Jersey) Law 1991. The Company was established with the principal objective of investing in quality real estate assets that are income yielding with the potential of capital appreciation. The Company was incorporated in the Republic of Mauritius as a public company limited by shares in accordance with the Mauritius Companies Act 2001. On 1 March 2019, the company elected to enter into the UK-REIT regime and redomiciled the company from Mauritius to Jersey and is now a close ended investment vehicle limited by shares in accordance with the Companies (Jersey) Law 1991. The Company was dual-listed with a primary listing on the Main Board of the Johannesburg Stock Exchange Limited (''JSE'') and a secondary listing on the Official Market of the Stock Exchange of Mauritius Ltd (''SEM'') until 17 August 2020 when Atlantic Leaf Properties Limited was acquired by South Downs Investment LP. Following the acquisition Atlantic Lead Properties Limited was admitted to the Official List of The International Stock Exchange as a close ended investment vehicle with effect from 17 August 2020. There has been no change to the nature of the business. 2. Going concern The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. During the 10 month period ended 31 December 2020 and the subsequent period to date of the financial statements, the COVID-19 pandemic has caused extensive disruption to business and economic activities globally. Although COVID-19 has not had a significant or ongoing adverse impact on the Group to date, its impact on the Group’s operating arrangement, including access to capital and liquidity is subject to ongoing review by the directors and senior management. This includes assessment of the Group’s medium-term financial plan and liquidity plan, which is supported by rigorous downside scenario testing. The Group has effectively achieved 100% rent collection for the period ended 31 December 2020, this has continued to remain strong after year end with rent collection for the March quarter at almost 100% with only one tenant remaining on a monthly payment plan. At period end, the Group have two HSBC facilities amounting to GBP 13.5 million which were due to expire on 23 March 2021. Subsequent to the period end these facilities have been renewed on a 6-month term expiring in October 2021 and the Directors have no reason to believe that these will not continue to be refinanced as required. These facilities are currently funded by HSBC and form part of the broader cross- collateralised pool of assets pledged to HSBC. The total facility outstanding with HSBC is approximately GBP 116.5million. The directors consider that the Group is well placed to manage business and financial risk in the current environment and have concluded that there is a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future being twelve months from the date of approval of these financial statements. Accordingly, the Group financial statements have been prepared on a going concern basis. 3. Distributions The board of directors of the Company distributed a dividend of GBP 19,000,000 for the six months ended August 2020, further distributions of GBP 3,000,000 and GBP 5,000,000 were declared on 28 January 2021 and 14 April 2021 for the periods ended 31 December 2020 and 31 March 2021. 4. Review of results The operating results and state of affairs of the Group are fully set out in the attached consolidated financial statements, see page 17 onwards. 3 ATLANTIC LEAF PROPERTIES LIMITED (Registration Number 128426) Consolidated Financial Statements for the 10 month period ended 31 December 2020 DIRECTORS' REPORT 5. Consideration of Brexit The UK entered a transition period after leaving the European Union ("EU") on 31 January 2020. This transition period ended with a trade and cooperation agreement (TCA) between the UK and EU coming into effect on 1 January 2021. The UK and EU continue to work on a framework for regulatory cooperation on financial services and equivalence, which may impact market access in the UK and other European countries. To date, the directors have not identified any significant impact to the business as a result of the departure from the EU. The directors will continue to monitor developments closely throughout 2021. 6. Capital structure There were no additional shares issued during the year and there are 188,976,628 shares in circulation as at 31 December 2020. Refer to note 9 for details of shares issued. 7. Directors The directors of the Company during the period and to the date of this report are as follows: Paul Leaf-Wright Chief Executive Officer Mark Pryce Financial Director Samuele Cappelletti (Appointed 4 August 2020) Director Edward Jones (Appointed 4 August 2020) Director Mary Craddock (Appointed 4 August 2020) Director Peter Bacon (Resigned 4 August 2020) Non-Executive Chairman Cleopatra Folkes (Resigned 4 August 2020) Independent Non-Executive Director Nicholas Winearls (Resigned 4 August 2020) Independent Non-Executive Director Laurence Rapp (Resigned 4 August 2020) Independent Non-Executive Director Rudolf Pretorius (Resigned 4 August 2020) Independent Non-Executive Director Charles Butler (Resigned 17 August 2020) Independent Non-Executive Director 8. Independent Auditor During the period Mazars resigned as auditor of the Group and Deloitte LLP were appointed for the period ended 31 December 2020. Deloitte LLP has expressed its willingness to continue as Auditor for the year ending 31 December 2021. Deloitte LLP has expressed its willingness to continue as Auditor for the year ending 31 December 2021. 4 ATLANTIC LEAF PROPERTIES LIMITED (Registration Number 128426) Consolidated Financial Statements for the 10 month period ended 31 December 2020 DIRECTORS' RESPONSIBILITIES AND APPROVAL The directors are responsible for preparing the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. International Accounting Standard 1 requires that financial statements present fairly
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