Stammdaten

Register
Amtsgericht Frankfurt am Main HRB 89189
Eingetragen
7.10.2010
Branche
Managementtätigkeiten von sonstigen HoldinggesellschaftenVerwaltung von Gewerbegrundstücken und Nichtwohngebäuden für DritteVerwaltung von Wohngrundstücken, Wohngebäuden und Wohnungen für Dritte
Gegenstand
Die Vermögensverwaltung für verbundene Unternehmen und Akquisitionstätigkeiten für neue Immobilienobjekte sowie deren Wartungs- und Instandhaltungsorganisation.

Historie

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Management

NameRolle
Paul Robert Rodger
seit 16.2.2012
Geschäftsführer
Derek Kevin Heathwood
seit 16.2.2012
Geschäftsführer
Janine Anne McDonald
seit 16.2.2012
Geschäftsführer
Richard Phillip Lowes
seit 16.2.2012
Geschäftsführer
Mark Douglas Ovens
seit 16.2.2012
Geschäftsführer
Ian Richard Watson
seit 7.10.2010
Geschäftsführer
Morgan Lewis Jones
seit 7.10.2010
Geschäftsführer

Konzern- und Jahresabschlüsse

HANSTEEN LIMITED

Frankfurt am Main

Jahresabschluss zum Geschäftsjahr vom 01.01.2012 bis zum 31.12.2012

HANSTEEN LIMITED / London

Annual report and financial statements 2012

CONTENTS

Officers and professional advisors

Directors' report

Statement of directors' responsibilities

Independent auditors' report

Income statement

Statement of comprehensive income

Balance sheet

Statement of changes in equity

Cash flow statement

Notes to the financial statements

OFFICERS AND PROFESSIONAL ADVISORS

DIRECTORS

M L Jones

I R Watson

R P Lowes M D Ovens

D K Heathwood

J A McDonald P R Rodger

J M Havery - appointed 2 April 2013

SECRETARY

S M Hornbuckle

REGISTERED OFFICE

6th Floor
Clarendon House
12 Clifford Street
London W1S 2LL

BANKERS

The Royal Bank of Scotland
Corporate Banking
2nd Floor, 1 Trinity Gardens
Broadchare
Quayside
Newcastle Upon Tyne NE1 2E

SOLICITORS

Jones Day
21 Tudor Street
London EC4Y 0DJ

AUDITORS

Deloitte LLP
Reading

Directors' report

The directors present their annual report and the audited financial statements of the Company for the year ended 31 December 2012.

BUSINESS REVIEW AND PRINCIPAL ACTIVITIES

The Company is a wholly owned subsidiary of Hansteen Holdings PLC and its principal activity comprises the provision of management services to the Hansteen Holdings PLC group of companies.

The Directors consider the results for the year and the future prospects of the Company to be satisfactory. There are no further matters to report under section 417 of the Companies Act 2006.

RESULTS AND DIVIDENDS

The profit after taxation for the year amounted to £774,125 (2011: £883,458). The Directors do not propose the payment of a dividend (2011: £nil).

PRINCIPAL RISKS AND UNCERTAINTIES

Risk management is an important part of the system of internal controls which are managed at a Group level by Hansteen Holdings PLC. Senior management staff and the Board of Hansteen Holdings PLC regularly consider the significant risks, which it believes are facing the Group and its subsidiaries, identify appropriate controls and if necessary instigate action to improve those controls. There will always be some risk when undertaking property investments but the control process is aimed at mitigating and minimising these risks where possible. The key risks identified by the Board of Hansteen Holdings PLC, some of which affect this Company, the steps taken to mitigate them and additional commentary is as follows:

Changes in the general economic environment exposes the Group to a number of risks including falls in the value of the Group's property investments, loss of rental income and increased vacant property costs due to the failure of tenants to renew or extend leases as well as the potential for tenants to become bankrupt. The Board believes these risks are reduced due to its policy of assembling a portfolio with a wide spread of different tenancies in terms of actual tenants, industry type and geographical location as well as undertaking thorough due diligence on acquisitions. The level of exposure to individual tenants is regularly monitored to ensure they are within manageable limits. Rent deposits or bank guarantees are requested where appropriate to mitigate against the effect of tenant defaults. Where possible, purchases are achieved at low capital values and with due investigation of tenant finances.

Over-borrowing by the Group, insufficient credit facilities, significant interest rate increases or facility covenant breaches represents a risk to the Group. In response to these risks Hansteen maintains a prudent approach to its borrowing levels by seeking to maintain headroom within its debt facilities. The Board actively monitors current debt and equity levels as well as considering the future levels of debt and equity required to sustain the business. Loan covenants are monitored and compliance certificates are prepared on a regular basis. For all money borrowed consideration is given to procuring the appropriate hedging instruments to protect against increases in interest rates.

By investing in property in mainland Europe the Group is exposed to a foreign currency exchange rate risk. In response to this risk the Group's borrowings in Europe are in Euro denominated loan facilities and therefore, to the extent that investments are financed by debt, a self hedging mechanism is in place. In relation to the equity element of the Group's Euro investments the Board monitors the level of exposure on a regular basis and considers the level and timing of when to take out the appropriate hedging instruments to cover this exposure. There is also a risk that one or more of the countries that the Group operates in leaves the Euro which may affect the nature of the Group's loans and derivatives or introduce new volatility and currency exposures for the Group to manage.

In addition to the need to act as a responsible landlord there may be occasions when pollution on a site owned by a property investment company becomes its responsibility. Each acquisition undertaken by the Group includes an environmental report from a specialist consultancy. These reports may highlight the need for further investigation and in some cases remediation. The Group's policy is then to either undertake such investigations or remediation or potentially reject the purchase as no longer viable.

GOING CONCERN

The Company's business activities and principal risks and uncertainties are detailed above.

Having considered these risks and the current uncertain economic environment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the annual report and financial statements.

Liquidity is managed at Group level using long-term group banking facilities. The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Joint Chief Executives' report of the Hansteen Holdings PLC report and accounts for the year ended 31 December 2012 and the principal risks and uncertainties that affect the Group are detailed in the Directors' Report of those accounts.

DIRECTORS

The directors who served throughout the year and to the date of this report, unless specified, were as follows:

M L Jones

I R Watson

R P Lowes

M D Ovens

D K Heathwood

J A McDonald P R Rodger

J M Havery appointed 2 April 2013

AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditor is unaware, and each director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Deloitte LLP has expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors

and signed on behalf of the Board

 

30 April 2013

R P Lowes, Director

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they 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. In preparing these financial statements, International Accounting Standard 1 requires that directors:

properly select and apply accounting policies;

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

make an assessment of the company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Independent auditor's report to the members of Hansteen Limited

We have audited the financial statements of Hansteen Limited for the year ended 31 December 2012 which comprise Income Statement, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and the related notes 1 to 19. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2012 and of its profit for the year then ended;

have been properly prepared in accordance with IFRSs as adopted by the European Union; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

 

Reading, United Kingdom, Xx April 2013

for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor

Jason Davies, Senior Statutory Auditor

Income statement for the year ended 31 December 2012

Notes 2012
£
2011
£
Continuing operations      
Revenue 4 10,859,100 8,884,882
Administrative expenses 5,6 (10,020,519) (8,007,064)
Operating profit 5 838,581 877,818
Net finance income      
Finance income   6,040 2,273
Finance costs   (162) -
Foreign exchange gains   3,670 14,544
Net finance income - total 8 9,548 16,817
Profit before tax   848,129 894,635
Tax 9 (74,004) (11,177)
Profit for the year from continuing operations   774,125 883,458

STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2012

2012
£
2011
£
Profit for the year 774,125 883,458
Total comprehensive income for the year 774,125 883,458

Balance sheet as at 31 December 2012

Notes 2012
£
2011
£
Non-current assets      
Property, plant and equipment 10 208,343 226,315
Current assets      
Trade and other receivables 11 784,709 826,847
Cash and cash equivalents 12 5,237,689 3,439,187
    6,022,398 4,266,034
Total assets   6,230,741 4,492,349
Current liabilities      
Trade and other payables 13 (2,789,038) (1,824,771)
Net current assets   3,233,360 2,441,263
Total liabilities   (2,789,038) (1,824,771)
Net assets   3,441,703 2,667,578
Equity      
Share capital 14 2 2
Retained earnings   3,441,701 2,667,576
Total equity   3,441,703 2,667,578

The financial statements of Hansteen Limited, registered number 05481675, were approved by the Board of Directors and authorised for issue on 30 April 2013.

Signed on behalf of the Board of Directors

 

R P Lowes, Director

STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2012

Share Capital
£
Retained Earnings
£
Total
£
Balance at 1 January 2011 2 1,784,118 1,784,120
Profit for the year - 883,458 883,458
Balance at 1 January 2012 2 2,667,576 2,667,578
Profit for the year - 774,125 774,125
Balance at 31 December 2012 2 3,441,701 3,441,703

CASH FLOW STATEMENT for the year ended 31 December 2012

Note 2012
£
2011
£
Net cash inflow from operating activities 15 2,023,624 276,498
Investing activities      
Interest received   6,040 2,273
Purchases of property, plant and equipment   (88,795) (74,868)
Proceeds on sale of property plant and equipment   1,000 -
Net cash used in investing activities   (81,755) (72,595)
Net increase in cash and cash equivalents   1,941,869 203,903
Foreign exchange (losses)/gains   (143,367) 14,544
Cash and cash equivalents at beginning of year   3,439,187 3,220,740
Cash and cash equivalents at end of year   5,237,689 3,439,187

Notes to the financial statements for the year ended 31 December 2012

1. General information

Hansteen Limited is a company which was incorporated in the United Kingdom and registered in England and Wales on 15 June 2005. The Company is required to comply with the provisions of the Companies Act 2006. The address of the registered office is given on page 1.

The Company's principal activities comprise the provision of management services to the Hansteen Holdings PLC group of companies.

The financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates.

2. Adoption of new and revised standards

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IFRS 1 (amended) Government Loans
IFRS 7 (amended) Disclosures - Offsetting Financial Assets and Financial Liabilities
Annual Improvements to IFRSs 2009 - 2011 Cycle
IFRS 9 Financial Instruments
IFRS 10 Consolidated Financial Statements
IFRS 10, IFRS 12 and IAS 27 Investment entities (amended)
IFRS 11 Joint Arrangements
IFRS 12 Disclosure of Interests in Other Entities
IFRS 13 Fair Value Measurement
IAS 19 Employee Benefits
IAS 27 (revised) Separate Financial Statements
IAS 28 (revised) Investments in Associates and Joint Ventures
IAS 32 (amended) Offsetting Financial Assets and Financial Liabilities
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

The directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future periods, except as follows:

 

IFRS 7 (amended) will increase the disclosure requirements where netting arrangements are in place for financial assets and financial liabilities;

 

IFRS 9 will impact both the measurement and disclosures of Financial Instruments;

 

IFRS 12 will impact the disclosure of interests the Company has in other entities; and

 

IFRS 13 will impact the measurement of fair value for certain assets and liabilities as well as the associated disclosures.

Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed.

3. Significant accounting policies

Basis of accounting.

The financial statements have been prepared on a going concern basis and in accordance with International Financial Reporting Standards ('IFRSs') adopted by the European Union and therefore the financial statements comply with Article 4 of the EU IAS Regulation.

The financial statements have been prepared on the historical cost basis.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. The principal accounting policies are set out below.

Going concern.

The Company's business activities and principal risks and uncertainties are detailed in the Directors' Report, above.

Having considered these risks and the current uncertain economic environment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the annual report and financial statements.

Revenue recognition.

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Leasing.

Rentals payable under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease.

Foreign currencies.

The financial statements of the Company are presented in the currency of the primary economic environment in which it operates (its functional currency).

In preparing the financial statements, transactions in currencies other than the Company's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period in which they arise. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period in which they arise except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

Taxation.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is measured on a non-discounted basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Property, plant and equipment.

This comprises computer and office equipment which are stated at cost less accumulated depreciation and any recognised impairment loss.

Depreciation is charged so as to write off the cost or valuation, less residual value, of assets over their estimated useful lives, using the straight-line method, on the following bases:

Fixtures & Fittings 5 years
Office Equipment 3 years
Computers 3 years

Financial instruments

Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Financial Assets.

All financial assets are recognised and derecognised on a trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets 'at fair value through profit or loss' (FVTPL), 'held-to-maturity' investments, 'available-for-sale' (AFS) financial assets and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Income is recognised on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL.

Loans and receivables.

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of financial assets.

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Objective evidence of impairment could include:

significant financial difficulty of the issuer or counterparty; or

default or delinquency in interest or principal payments; or

it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the normal average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

Impairment of financial assets continued.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Cash and cash equivalents.

Cash and cash equivalents comprise cash on hand and demand deposits and other shortterm highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Derecognition of financial assets.

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial liabilities and equity.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Equity instruments.

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Financial liabilities.

Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'.

Financial liabilities at FVTPL.

Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as at FVTPL. A financial liability is classified as held for trading if:

it has been incurred principally for the purpose of disposal in the near future; or

it is a part of an identified portfolio of financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy, and information about the Company is provided internally on that basis; or

it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability.

Other financial liabilities.

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Derecognition of financial liabilities.

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

4. Revenue

An analysis of the Company's revenue is as follows:

2012
£
2011
£
Management fee income 9,140,067 8,719,370
External management fee income 1,719,033 165,512
  10,859,100 8,884,882
Bank interest receivable 134 2,273
Other interest receivable 5,906 -
Finance income 6,040 2,273
Total 10,865,140 8,887,155

Revenue, which arises in Belgium, France, Germany, the Netherlands and the United Kingdom, represents fees for management services provided to various entities within the Hansteen Holdings PLC group of companies.

5. Operating profit

Operating profit has been stated after charging/(crediting):

2012
£
2011
£
Depreciation of property, plant and equipment 106,199 85,651
Profit on sale of property, plant and equipment (432) -
Operating lease payments - land and buildings 246,091 328,772
- other 83,472 44,522
Staff costs (see note 6) 7,596,128 5,773,988
Auditor's remuneration for audit services 65,205 63,000
Auditor's remuneration for non-audit services 105,150 110,195

The analysis of auditor's remuneration for non-audit services is as follows:

2012
£
2011
£
Tax compliance services 105,150 110,915
Total non-audit services 105,150 110,915

6. Staff costs

The average monthly number of employees including directors was as follows:

2012 2011
Finance and administration 31 32
Property 36 21
  67 53

Staff costs for all employees including executive directors consist of:

2012
£
2011
£
Wages and salaries 6,309,499 4,905,436
Social security costs 978,771 648,218
Pension costs 307,858 220,334
  7,596,128 5,773,988

The amounts shown against pension costs represent payments by the Company to personal pension schemes and defined contribution schemes for employees.

7. Directors' remuneration

The Directors are also directors of other Hansteen group companies. The Directors received total emoluments of £2,913,177 (2011: £1,889,290) during the year, which was paid by the Company. It is not practicable, in either year, to allocate these emoluments between their services as executives of Hansteen Limited and their services as directors of other Hansteen group companies. Directors' pension contributions during the year were £199,400 (2011: £121,850).

8. Net finance income

2012
£
2011
£
Bank interest receivable 134 2,273
Other interest receivable 5,906 -
Bank interest payable (162) -
Exchange gains on cash balances 3,670 14,544
  9,548 16,817

9. Tax

2012
£
2011
£
Current tax on net income of current year 65,280 11,177
Prior year adjustment 8,724 -
Tax charge 74,004 11,177

Corporation tax is calculated at 24.5% (2011: 26.5%) of the estimated assessable profit for the year.

The tax credit for the year can be reconciled to the loss per the income statement as follows:

2012
£
2011
£
Profit on ordinary activities before taxation 848,129 894,635
Tax charge at the current UK corporation tax rate of 24.5% (2011: 26.5%) 207,792 237,078
Tax effect of:    
Deferred tax asset not recognised - -
Group relief not paid for (142,512) (225,901)
Prior year adjustment 8,724 -
Tax charge for the year 74,004 11,177

The government has indicated that it intends to enact future reductions in the main corporation tax rate, down to 22% by 1 April 2014. The impact of any reductions will be taken into account at subsequent reporting dates once the change has been substantively enacted.

10. Property, plant and equipment

Furniture & fittings
£
Office equipment
£
Computer equipment
£
Total
£
Cost:        
At 1 January 2011 181,603 19,785 174,521 375,909
Additions 5,322 4,051 65,495 74,868
At 1 January 2012 186,925 23,836 240,016 450,777
Additions 21,360 8,849 58,586 88,795
Disposals - - (8,731) (8,731)
At 31 December 2012 208,285 32,685 289,871 530,841
Accumulated depreciation:        
At 1 January 2011 30,910 7,517 100,384 138,811
Charge for the year 36,680 6,457 42,514 85,651
At 1 January 2012 67,590 13,974 142,898 224,462
Charge for the year 40,858 9,467 55,874 106,199
Disposals - - (8,163) (8,163)
At 31 December 2012 108,448 23,441 190,609 322,498
Net book value:        
At 31 December 2012 99,837 9,244 99,262 208,343
At 31 December 2011 119,335 9,862 97,118 226,315

11. Trade and other receivables

2012
£
2011
£
Amounts owed by parent undertaking 168,295 2,000
Amounts owed by related parties 370,827 391,211
Other receivables 31,241 288,324
Prepayments and accrued income 214,346 145,312
  784,709 826,847

The carrying amount of trade and other receivables approximate their fair value.

12. Cash and cash equivalents

2012
£
2011
£
Cash and cash equivalents 5,237,689 3,439,187

Cash and cash equivalents comprise cash held by the company and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value. At 31 December 2012 £652,369 cash was restricted (2011: £nil).

13. Trade and other payables

2012
£
2011
£
Trade payables 158,511 26,789
Other payables 448,781 61,566
Tax creditor 75,885 -
Accruals and deferred income 2,105,861 1,736,416
  2,789,038 1,824,771

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. For most suppliers no interest is charged on the trade payables for the first 30 days from the date of the invoice. Thereafter, interest is charged on the outstanding balances at various interest rates. The Company has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

14. Share capital

2012
£
2011
£
Authorised:    
100 ordinary shares of £1 each 100 100
Issued and fully paid:    
2 ordinary shares of £1 each 2 2

The share capital comprises one class of ordinary shares carrying no right to fixed income.

15. Notes to the cash flow statement

2012
£
2011
£
Profit before tax 848,129 894,635
Finance income (6,040) (2,273)
Finance cost 162 -
Foreign exchange gains on cash balances (3,670) (14,544)
Operating profit 838,581 877,818
Adjustments for:    
Depreciation of property, plant and equipment 106,199 85,651
Profit on sale of property, plant and equipment (432) -
Operating cash flows before movements in working capital 944,348 963,469
Decrease/(increase) in receivables 42,138 (202,073)
Increase/(decrease) in payables 964,267 (473,721)
Cash generated by operations 1,950,753 287,675
Tax refund 91,698 -
Tax paid (18,665) (11,177)
Interest paid (162) -
Net cash inflow from operating activities 2,023,624 276,498

16. Operating lease arrangements

The Company as lessee

As at the balance sheet date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Land and buildings
£
Other
£
2012 Total
£
2011 Land and buildings
£
Within one year 260,566 85,422 345,988 323,835
Within two to five years 256,486 107,192 363,678 626,997
  517,052 192,614 709,666 950,832

Operating lease payments represent rentals payable by the Company for its office properties under licence agreements with an unexpired term of three months for all properties, except Head Office which has an unexpired lease term of two years, at 31 December 2012.

17. Ultimate parent and controlling undertaking

The immediate and ultimate parent and controlling undertaking is Hansteen Holdings PLC, a company incorporated in Great Britain and registered in England and Wales. The largest and smallest group in which the results of the company are consolidated is that headed by Hansteen Holdings PLC. Copies of the group financial statements are publicly available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.

18. Related party transactions

The Company is a wholly owned subsidiary of Hansteen Holdings PLC which also owns and controls the entire issued share capital of all of the entities listed in the table below, with the exception of Hansteen UK Industrial Property Limited Partnership and Treforest Unit Trust, which are as associates of Hansteen Holdings PLC. Each of these entities is considered to be a related party of the Company.

During the year the Company provided management services to related parties. The amounts charged for the provision of the management services during the year and the amounts outstanding were as follows:

Amounts charged Amounts outstanding
2012
£
2011
£
2012
£
2011
£
Hansteen Belgium Limited 10,000 10,000 - -
Hansteen LP Limited 10,000 2,799 - -
Hansteen France SAS 85,000 126,727 - -
Hansteen Germany Limited 725,000 712,295 - -
Hansteen Germany (2) Limited 715,000 815,768 - -
Hansteen Germany (3) Limited 120,000 133,265 - -
Hansteen Germany (4) S.à r.l. 45,000 - - -
Hansteen Germany (5) S.à r.l. 125,000 - - -
Hansteen Germany Residential Limited 50,000 62,438 - -
Hansteen Holdings PLC 1,405,000 1,445,429 168,295 2,000
Hansteen Industrial Estates Limited 190,000 - - -
Hansteen Land Limited 215,000 247,542 - -
Hansteen OBP Limited 40,000 - - -
Hansteen Property Investments Limited 715,000 320,929 - -
Hansteen SPI Limited 810,000 - - -
Hansteen SPO Limited 70,000 - - -
Hansteen STC Limited 50,000 - - -
Hansteen Netherlands B.V. 1,245,000 835,596 - -
Arman B01 BVBA 63,846 31,094 - -
Hert BVBA 9,617 5,182 - -
IPI Nossegem N.V. 30,646 31,094 - -
Small Island Management N.V. 30,646 31,094 - -
Tycoons Immo BVBA 48,523 41,459 - -
Vignee Invest N.V. 53,630 46,642 - -
Waterloo Investments N.V. 28,092 25,912 - -
Hansteen Germany Holdings S.à r.l. 2,245,000 2,523,154 - -
Hansteen UK Industrial Property        
Limited Partnership 1,222,033 1,170,951 370,827 361,211
Treforest Unit Trust 100,000 100,000 - 30,000
  10,457,033 8,719,370 539,122 - 393,211

During the year the Company made certain payments on behalf of Hansteen Holdings PLC in connection with its ordinary operations. The amount owed by Hansteen Holdings PLC to the Company at 31 December 2012 in respect of these transactions was £168,295 (2011: £2,000).

Remuneration of key management personnel

The aggregate remuneration of the directors, who are the key management personnel of the Company, is set out below, as required by IAS 24 "Related Party Disclosures". Further information about the remuneration of individual directors is provided in Note 7.

2012
£
2011
£
Short-term employee benefits 2,713,777 1,767,642
Post-employment benefits 199,400 121,850
  2,913,177 1,889,492

The highest paid director received remuneration of £732,777 during the year (2011: £623,000).

19. Financial instruments

Financial instruments comprise both financial assets and financial liabilities. The carrying value of these financial assets and liabilities approximate their fair value.

Financial assets in the Company comprise trade and other receivables and cash and cash equivalents which are classified as other financial assets.

Financial liabilities in the Company comprise trade and other payables which are classified as other financial liabilities.

Capital risk management

Capital available to the Company is managed for all entities in the Hansteen Holdings PLC Group of companies ("the Group") on a group basis by the ultimate parent and controlling undertaking, Hansteen Holdings PLC. The capital of the Group is managed so as to ensure that all entities in the Group are able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders of the parent undertaking, comprising issued capital, reserves, retained earnings as disclosed in the balance sheet.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the financial statements.

Categories of financial instruments

Carrying value
£
2012 Fair value
£
Carrying value
£
2011 Fair value
£
Other financial assets        
Trade and other receivables 570,363 570,363 826,847 826,847
Cash and cash deposits 5,237,689 5,237,689 3,439,187 3,439,187
  5,808,052 5,808,052 4,266,034 4,266,034
Other financial liabilities        
Trade and other payables (683,177) (683,177) (1,824,771) (1,824,771)
Total 5,124,875 5,124,875 2,441,263 2,441,263

Financial risk management objectives

The ultimate parent and controlling undertaking, Hansteen Holdings PLC, monitors and manages the financial risks relating to the operations of the Hansteen Holdings PLC Group of companies ("the Group") on a group basis. Hansteen Holdings PLC monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyses exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. Hansteen Holdings PLC seeks to minimise the effects of these risks by using derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group's policies approved by the Board of Directors of Hansteen Holdings PLC. Financial derivatives are normally entered into by the ultimate parent undertaking and not by the individual underlying entities in the Group. Compliance with policies and exposure limits of the Group is reviewed by the Board of Hansteen Holdings PLC on a regular basis. The Group does not enter into or trade in financial instruments, including derivative financial instruments, for speculative purposes.

The Group's management reports quarterly to the Board and the Audit Committee of Hansteen Holdings PLC, an independent body that monitors risks and policies implemented to mitigate risk exposures.

Market risk

Hansteen Holdings PLC manages the exposure of entities within the Group to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency risk, including:

interest rate swaps and caps to mitigate the risk of rising interest rates; and

forward foreign exchange contracts to hedge the exchange rate risk arising on translation of the Group's investment in foreign operations which have the Euro as their functional currency.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company.

The Company's maximum exposure to credit risk is £5,808,052 (2011: £4,266,034) comprising trade and other receivables and cash and cash deposits. The Company's principal credit risk is attributable primarily to its trade and other receivables £784,709 (2011: £826,847) which consist principally of amounts due from Hansteen UK Industrial Property Limited Partnership, a related party, and Hansteen Holdings PLC, the immediate parent company. The Company is not aware of any reason why amounts due from Hansteen UK Industrial Property Limited Partnership should not be wholly recoverable.

Other receivables consist principally of rent deposits for premises occupied by the company and VAT receivables. These items do not give rise to significant credit risk.

Cash deposits are held at banks with high credit ratings assigned by international credit rating agencies.

Liquidity risk management

Liquidity risk management is managed at the Group level by the ultimate parent and controlling undertaking, Hansteen Holdings PLC which monitors the Group's short, medium and long-term funding and liquidity management requirements on a regular basis. Hansteen Holdings PLC manages the Group's liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities. The Group ensures that sufficient funding is made available to each of the entities in the Group by way of a combination of capital contributions and providing or arranging access to inter-company and external borrowing facilities.

Liquidity and interest risk tables

The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest dates on which the Company can be required to pay. The table includes both interest and principal cash flows.

Less than one year
£
One to two years
£
Two to five years
£
2012 Maturity
More than five years
£
Total
£
Non-interest bearing 683,177 - - - 683,177
Less than one year
£
One to two years
£
Two to five years
£
2011 Maturity
More than five years
£
Total
£
Non-interest bearing 1,824,771 - - - 1,824,771

The following table details the Group's expected maturity for its non-derivative financial assets. The tables have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Group anticipates that the cash flow will occur in a different period. The table includes both interest and principal cash flows.

Less than one year
£
One to two years
£
Two to five years
£
2012 Maturity
More than five years
£
Total
£
Non-interest bearing 570,363 - - - 570,363
Variable interest rate instruments 5,237,689 - - - 5,237,689
  5,808,052 - - - 5,808,052
Less than one year
£
One to two years
£
Two to five years
£
2011 Maturity
More than five years
£
Total
£
Non-interest bearing 826,847 - - - 826,847
Variable interest rate instruments 3,439,187 - - - 3,439,187
  4,266,034 - - - 4,266,034

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