On 15 October 2004, the Group acquired 100% of the issued share capital of SpiritWisley Limited which owned 65 public houses; the fair value of the consideration was £14.5m. On 22 February 2005 the Group subscribed for 100% of the ‘B’ ordinary shares in BF Properties (No. 4) Ltd and gained control over the Company and its subsidiaries, which owned 23 Debenhams department stores; the fair value of the consideration was £1.8m. On 22 February 2005 the Group subscribed for 100% of the issued share capital of the Tweed Premier Group of companies, which owned a residential property portfolio, the fair value of the consideration was £32.3m.
| Book value acquired | ||||||
|---|---|---|---|---|---|---|
| Spirit Wisley Limited £m |
BF Properties (No.4) Limited £m |
Tweed Premier Group of companies £m |
Accounting policy alignment £m |
Fair value adjustment £m |
Fair value to Group £m |
|
| Properties | 174.0 | 493.3 | 28.0 | 0.8 | 6.1 | 702.2 |
| Other assets | 0.1 | 6.8 | 6.9 | |||
| Cash | 4.9 | 4.9 | ||||
| Creditors | (2.1) | (4.0) | (1.1) | (7.2) | ||
| Shareholder loans | (125.1) | (125.1) | ||||
| Bank loans | (158.1) | (365.4) | (523.5) | |||
| Minority interest | (5.0) | (5.0) | ||||
| 13.8 | (1.2) | 33.7 | 0.8 | 6.1 | 53.2 | |
| Negative goodwill | (4.6) | |||||
| 48.6 | ||||||
| Satisfied by: | ||||||
| Cash payable | 14.5 | 1.8 | 26.5 | 42.8 | ||
| Non cash consideration | 5.8 | 5.8 | ||||
| Total consideration | 14.5 | 1.8 | 32.3 | 48.6 | ||
| Repayment of shareholder loans | 125.1 | 125.1 | ||||
| Repayment of bank loans | 158.1 | 365.4 | 523.5 | |||
| Total amounts payable | 172.6 | 492.3 | 32.3 | 697.2 |
The accounting policy alignment reverses the depreciation previously charged in BF Properties (No. 4) Limited. The fair value adjustment is required to show the properties at fair value BF Properties (No. 4) Limited: £0.9m; Tweed Premier Group: £5.2m.
The BF Properties (No. 4) Limited group earned a profit after taxation of £4.7m for the period from incorporation on 26 October 2004 to 21 February 2005.
The fair values of the assets and liabilities acquired have been determined on a provisional basis as the Group is currently in the process of finalising the balance sheets as at the acquisition date.