REG - Capital & Regional - Full Year Results to 30 December 2023
30/04/2024 07:00
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RNS Number : 5006M Capital & Regional plc 30 April 2024
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30 April 2024
Capital & Regional plc
("Capital & Regional" or "C&R" or "the Company" or "the Group")
Full Year Results to 30 December 2023
RESILIENT OPERATIONAL PERFORMANCE, ACTIVE ASSET MANAGEMENT AND
ACQUISITION OF GYLE DRIVING IMPROVED PROFITABILITY AND DIVIDENDS
Capital & Regional (LSE: CAL), the UK focused REIT with a portfolio of
community shopping centres, today announces its full year results to
30 December 2023. The Company will also publish a copy of its Annual
Report and Financial Statements for the year ended 30 December 2023 in the
Investor Info section of its website at capreg.com.
Highlights for the period
· 5% increase in like-for-like Net Rental Income(1) ("NRI").
· 2.6% increase in like-for-like valuations over 2023.
· 86 new lettings and renewals, compared to 80 in 2022, at a
combined average premium of 6.8% to previous rent(2) and 16.6% to ERV(2).
· In September, we acquired Gyle shopping centre, Edinburgh, for £40
million part funded through a £25 million equity raise, at a net initial
yield of 13.5% expected to rebase to around 12%.
· 9.7% growth in Adjusted Earnings per share to 6.8p (December 2022:
6.2p).
· 7.3% increase in proposed final dividend of 2.95p per share
delivering a total dividend for the year of 5.70p per share (December 2022:
2.75p per share and 5.25p per share, respectively).
Lawrence Hutchings, Chief Executive, comments:
"Our ongoing focus on delivering our proven community strategy and increasing
our exposure to non-discretionary and needs based retail and services
categories, continues to support our progress and has helped us deliver
another positive set of results. Occupier demand coupled with our accretive
capex programme has driven rental growth, underpinned a 9.7% increase in
earnings and, with values also up slightly, given us the confidence to
increase the dividend.
"The structural changes in retail continue to evolve, with online penetration
now maturing and a continued return to the store by consumers meaning physical
retail has cemented its position as a vital part of the distribution
framework. This is especially evident in our core categories of value and
non-discretionary merchandise. Retailers are continuing to focus on coupling
the online platform with stores in a seamless guest experience.
"The rapid re-leasing of all three of our Wilko units to B&M in the first
few months of 2024, further demonstrates the quality of our locations, the
relevance of our strategy and our team's ability to capture demand from
retailers for affordable space in urban locations. This backdrop, coupled with
the improvement in our underlying operational business, and with the Company's
balance sheet stable, gave us the confidence to proceed with the Gyle
acquisition in September 2023. It marks our first step towards rebuilding
the business through our continued capex programme and a disciplined approach
to opportunities to buy well positioned retail led real estate at attractive
entry points."
Operational metrics remain robust demonstrating the continued appeal of
C&R's community centres
· Footfall up 1.5% with 44.5 million shopper visits in 2023,
representing 86.7% of the equivalent period for 2019.
· Occupancy steady at 93.4% (December 2022: 94.1%) with the marginal
decline due to Wilko's administration.
· All three units vacated following Wilko's administration relet post
year end, with B&M signing a portfolio deal in February 2024 and opening
in May 2024, adding 140 basis points to occupancy. In the three months to
the end of March 2024 we have completed 21 new lettings and renewals, at a
combined annual rent of £1.4 million, representing an average premium to
previous rent of 1.3% and to ERV of 5.9%(1).
· Rent collection 99.2% for 2023 (December 2022: 97.6% at the
time of Year End results).
Occupier led demand driving rental and earnings growth and underpinning
dividend increase
· NRI of £23.9 million (December 2022: £23.5 million) reflecting
net impacts of the Gyle acquisition and sale of Blackburn in August 2022.
Statutory revenue broadly in line with the prior year at £59.0 million
(December 2022: £56.8 million).
· Snozone's EBITDA(1) increased by 64% to £2.3 million (December 2022:
£1.4 million) reflecting the first full year unimpacted by Covid since 2019
and improved profitability from Snozone Madrid driven by the actions
undertaken since the acquisition in 2021.
· 23% increase in Adjusted Profit(1) to £12.7 million (December 2022:
£10.3 million).
· IFRS Profit for the period of £3.7 million (December 2022: Profit of
£12.1 million). The prior year included one-off gains of £12.5 million and
£6.8 million from the discounted purchase of the Hemel Hempstead debt
facility and deconsolidation of Luton, respectively.
· Net £16.0 million invested during the year expected to produce a
yield on cost in line with the Company's target of 8% to 9%. At Ilford, the
new TK Maxx anchor store successfully opened in November 2023 and a new NHS
community healthcare centre has been handed over and is expected to open in
Spring 2024.
· The first phase of the Walthamstow residential development undertaken
by Long Harbour, creating 495 Build to Rent apartments in two residential
towers and providing a new captive audience of shoppers for our Walthamstow
centre, is progressing rapidly. The development is due to complete in early
2025.
· 2.6% increase in like-for-like valuations over 2023, with a 4.0%
increase in Gyle since purchase, primarily as a result of the completion of
six new lettings and renewals. 15.5% increase in portfolio valuation to
£372.8 million (December 2022: £322.8 million) including the addition of
Gyle.
· Net Asset Value ("NAV") increased 12.8% to £202.0 million (December
2022: £179.1 million).
· NAV per share and EPRA NTA per share at 90p and 88p respectively
(December 2022: 106p and 103p, respectively) due to the increased number of
shares in issue following the £25 million equity raise in September 2023.
Long term secure debt position
· Long debt maturity profile of 4.1 years with low average cost of
debt of 4.25%. Approximately 80% hedged for the next three years.
· New five-year £16 million vendor loan arranged by Morgan Stanley
drawn in September 2023 to part finance the Gyle acquisition.
· Group Net Loan to Value has increased to 43.6% from 40.6% at 30
December 2022 from investing cash into capital expenditure and part funding of
the Gyle acquisition from central cash.
· Ilford loan extension agreed to September 2025 with further
conditional options to extend term to end of 2027.
Further progress in delivering energy efficiency driving forward our net zero
carbon pathways
· EPC ratings of three centres improved from a 'D' to 'B' rating.
· 72% reduction in Scope 1 natural gas, and 15% in Scope 2
electricity consumption since 2019.
· 100% renewable and Renewable Energy Guarantees of Origin certified
electricity at all shopping centres and Snozone venues.
Year to Year to
Dec 2023 Dec 2022
Revenue £59.0m £56.8m(5)
Net Rental Income £23.9m £23.5m
Adjusted Profit (1) £12.7m £10.3m
Adjusted Earnings per share (1) 6.8p 6.2p
IFRS Profit for the period £3.7m £12.1m
Basic earnings per share 2.0p 7.3p
Total dividend per share (3) 5.70p 5.25p
Net Asset Value £202.0m £179.1m
Net Asset Value (NAV) per share 90p 106p
EPRA NTA per share 88p 103p
Group net debt £162.7m £130.9m
Net debt to property value 43.6% 40.6%
( )
Notes
(1) Adjusted Profit, Adjusted Earnings per share, Net Rental Income, Net Debt
and the Snozone EBITDA metric are as defined in the Use of Alternative
Performance Measures section. Adjusted Profit incorporates profits from
operating activities and excludes revaluation of properties and financial
instruments, gains or losses on disposal, and other non-operational items. A
reconciliation to the equivalent EPRA and statutory measures is provided in
Note 5 to the condensed financial statements.
(2) For lettings and renewals (excluding development deals and CVA variations)
with a term of 1 year or longer which do not include turnover rent,
like-for-like, excludes Gyle. Comparative numbers for 2022 are on a
like-for-like basis.
(3) Includes dividends declared post period end but related to the period in
question.
(4) Weighted average, debt maturity assumes exercise of extension options.
( )
(5) 2022 comparative figure has been restated for a prior year adjustment to
service charge income and expenditure recognised in the period. There is no
change to Profit.
Use of Alternative Performance Measures (APMs)
Throughout the results statement we use a range of financial and non-financial
measures to assess our performance. A number of the financial measures,
including Net Rental Income, Adjusted Profit, Adjusted Earnings per share, Net
Debt and the industry best practice EPRA (European Public Real Estate
Association) performance measures are not defined under IFRS, so they are
termed APMs. APMs are not considered superior to the relevant IFRS measures,
rather Management use them alongside IFRS measures to monitor the Group's
financial performance because they help illustrate the trading performance and
position of the Group. All APMs are defined in the Glossary and further detail
on their use is provided within the Financial Review.
For further information:
Capital & Regional: Tel: +44 (0)20 7932 8000
Lawrence Hutchings, Chief Executive
Stuart Wetherly, Group Finance Director
FTI Consulting: Tel: +44 (0)20 3727 1000
Richard Sunderland, Oliver Parsons Email: Capreg@fticonsulting.com
Notes to editors:
About Capital & Regional
Capital & Regional is a UK focused retail property REIT specialising in
shopping centres that dominate their catchment, serving the non-discretionary
and value orientated needs of the local communities. It has a track record of
delivering value enhancing retail and leisure asset management opportunities
across a portfolio of tailored in-town community shopping centres.
Using its expert property and asset management platform Capital & Regional
owns and manages shopping centres in Edinburgh, Hemel Hempstead, Ilford,
Maidstone, Walthamstow and Wood Green.
Capital & Regional is listed on the main market of the London Stock
Exchange (LSE) and has a secondary listing on the Johannesburg Stock Exchange
(JSE).
For further information see www.capreg.com (http://www.capreg.com/) .
South African secondary listing
At 30 December 2023, 8,755,640 of the Company's total 224,906,731 shares were
held on the South African register representing 3.89% of the total issued
share capital. Java Capital acts as JSE Sponsor for the Group.
Forward looking statements
This document contains certain statements that are neither reported financial
results nor other historical information. These statements are forward-looking
in nature and are subject to risks and uncertainties. Actual future results
may differ materially from those expressed in or implied by these statements.
Many of these risks and uncertainties relate to factors that are beyond the
Group's ability to control or estimate precisely, such as future market
conditions, currency fluctuations, the behaviour of other market participants,
the actions of government regulators and other risk factors such as the
Group's ability to continue to obtain financing to meet its liquidity needs,
changes in the political, social and regulatory framework in which the Group
operates or in economic or technological trends or conditions, including
inflation and consumer confidence, on a global, regional or national basis.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which apply only as of the date of this document. The Group does
not undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
of this document. Information contained in this document relating to the Group
should not be relied upon as a guide to future performance.
Chairman's statement
We are pleased to publish our full year results announcement. The delay in
announcing was required to enable our new auditors, Mazars LLP, to complete a
review of our service providers' internal processes, primarily in relation to
the risk of an understatement of car park revenue. No changes to numbers
have arisen from the work performed in this area and the Group's key
operational and financial trading metrics remain in line with those disclosed
in the Trading Update issued on 8 March 2024.
2023 was a year of continued progress for the Company, with retailer interest
and guest numbers showing steady recovery from the challenges of the pandemic
and endorsing our strategy of owning dominant community shopping centres. With
consumer confidence inevitably affected by inflation and high borrowing costs,
our focus on meeting demand for non-discretionary spending stood us in good
stead and, coupled with the hard work and expertise of our asset management
team, has allowed us to deliver the strong operational and financial results
we are able report.
Following our success in strengthening the balance sheet in the previous year,
we were delighted to take a significant step forward in September 2023 with
the purchase of Gyle shopping centre in Edinburgh. This dominant mall, with
its prosperous catchment area, is a perfect fit for the C&R portfolio and
our management team has already identified a number of opportunities to
improve the retailer mix, income and ultimately capital value: some of which
we have already captured as detailed in today's results. We were also
pleased with the reaction to the transaction from shareholders, analysts and
market commentators, with widespread agreement of our view that this
represented a very exciting opportunity that was a natural fit for the
Company.
The Gyle purchase was facilitated by a combination of stapled debt from the
vendor banks and a £25 million equity raise which was supported by existing
shareholders and fully underwritten by our majority shareholder,
Growthpoint. As in previous years, the Board is indebted to Growthpoint for
its exceptional support, and confidence in the management team who identified
and painstakingly negotiated the deal.
A central part of the Company's strategy is to invest selective capital
expenditure on our assets. In 2023, the team invested a net total of £16.0
million, focused in particular on Ilford delivering new units for TK Maxx and
the NHS, as well as Wood Green.
Capex programmes will continue into 2024 and beyond, with the management team
very mindful of the requirement to deliver a high return on cost to justify
the use of our available resources. We strongly believe that our proactive
management of assets will continue to deliver income growth and, as investment
markets recover, capital value growth.
Retailer failures were much reduced in 2023, and although the administration
of Wilko in the second half of the year created a challenge in three of our
centres, our team responded swiftly and had agreed terms with B&M for all
three units by the year end, formally signing them up to the space in February
2024.
One ongoing legacy from the pandemic is the reduced use of car parks. This is
principally resulting from a modal shift in central London but also due to
some shorter-term impacts from our development in Walthamstow as well as a
reduction in contract local office worker car parking in Hemel. The team is
working on a range of alternative uses to support car park income including
the introduction of EV charging and potential storage, as well as last mile
logistics.
From an operational and financial point of view, 2023 was a strong year and
continued the Company's steady trend of recovery from the pandemic. Valuations
were up 2.6% on a like-for-like basis and Net Rental Income increased by 5%,
also on a like-for-like basis, leading to a 23% increase in Adjusted Profits
and a 9.7% increase in Adjusted Earnings. Rent collections remain very high.
We also saw a strong performance from Snozone increasing their EBITDA by 64%
including a significantly improved profit contribution from Madrid.
While the Company's net debt to property value rose slightly to 43.6%, this
increase was driven solely through the use of central cash for capex and an
element of the Gyle acquisition. The Board seeks to strike a balance between
the need to invest into assets and a desire to keep the Company's
loan-to-value ratio as low as possible.
We have extended the term on our Ilford debt and agreed further options to
extend maturity out to the end of 2027. None of the Company's facilities are
due to expire in 2024. We have an excellent relationship with all of our
lenders and our weighted average cost of debt remains competitive at 4.25%. In
addition, we hold total cash reserves of £36.3 million, providing full
funding for ongoing capex projects.
The Board recognises the fundamental importance of income for shareholders
and, based on these financial results, were pleased to announce a 7.3%
increase to the proposed final dividend to 2.95 pence per share, which if
approved will result in a total dividend for the year of 5.70 pence per share,
an increase of 8.6% from 2022. These though remain uncertain times and, as
with recent dividends, the Board is conscious of the importance of preserving
cash both for capital expenditure investment and to maintain financial
flexibility conscious of the risk of macro or geo-political developments
impacting operations or capital values. As such, the Board has decided to
again offer a scrip option with this final dividend. Growthpoint has taken up
this option.
C&R has long been a pioneer of strong environmental sustainability and we
have seen continued progress across the portfolio, significantly reducing
utility consumption across both the shopping centre and Snozone businesses.
We also place a particularly high importance on the wellbeing of our staff and
I am pleased to report high and positive responses to staff surveys undertaken
in the year.
As ever, I am most grateful to my Board colleagues for their unstinting
support. Ian Krieger, our Audit Committee Chair and Senior Independent
Director will retire by rotation at the 2024 AGM, having served nine years on
the Board and I would like to record my particular thanks to Ian for his
consistently constructive input. Laura Whyte has agreed to take on the role of
Senior Independent Director, and Gerry Murphy has recently joined the Board
and will succeed Ian as Audit Committee Chair.
While the Company has undoubtedly moved forward in 2023, there have been
continued economic and market headwinds and I must acknowledge the exceptional
role which Lawrence and his team have played, not only in confronting these
challenges, but in ensuring that C&R's profile and market reputation
remains so strongly positive.
David Hunter
Chairman
Chief Executive's Statement
We continued to focus on delivering our proven community strategy during 2023,
increasing our exposure to retailers in our core non-discretionary and needs
based retail and services categories including fresh and catered food,
grocery, pharmacy, personal services (including skin and nail care) and
medical services with our growing partnership with the NHS. This continues
to be one of the most resilient parts of the UK's retail landscape and, as
consumers focus on life's essentials it has become even more relevant to our
communities, guests and retailers at this time.
The structural changes in physical retail have continued to evolve with
physical stores emerging as a vital part of the distribution of goods and
services as retailers focus on coupling the online platform with stores in a
seamless customer experience. The higher costs associated with online
retailing makes the store a key area of focus for the majority of commodity
and value orientated retail as typically lower margins, high volumes and low
unit values combine to make profitability of the online channel a challenging
proposition.
This has driven an increase in retailer demand for our centres and floorspace,
especially in our urban locations, which our lettings team has been quick to
capture, enabling us to deliver robust leasing, occupancy and valuation
metrics despite the volatile macro-economic backdrop we have seen throughout
the year.
Adjusted Profit per share grew by 9.7% as we continue our post Covid recovery,
thanks in no small part to the effort and dedication of our talented team -
thank you.
Our ESG initiatives are on track, with the Company delivering significant
reductions in utility consumption throughout 2023. I am especially proud of
the work we undertake to support the diverse and vibrant communities we serve,
be it through our work with local charities or the support we provide to new
local retailers as they establish themselves in our centres. This also helps
us tailor the customer proposition to reflect the local community.
In September 2023, we completed our first new property acquisition since I
started at C&R almost seven years ago, with the purchase of Gyle shopping
centre in Edinburgh. This is an important step for C&R after four years of
torrid structural and Covid related restrictions and pressures which have seen
the Company needing to consolidate to survive the impacts on income and value
which have ravaged our sector.
Our confidence to make this first step towards rebuilding the Company by
seeking the opportunities to buy well positioned, retail led real estate in
key markets stems from the performance we are seeing in the underlying
operational business as footfall, rent collection and leasing demand have all
significantly recovered, as well as our ability to leverage the expertise and
economies of scale available from our platform.
Gyle has all the attributes of a well-established, high performing community
shopping centre. It is anchored by two supermarkets (Morrisons and Marks
& Spencer) and offers a strong mix of convenience and community retail
including pharmacies, NHS facilities, optometrists and food retail. The centre
has superb accessibility by car and tram and dominates an affluent and growing
trade area in Edinburgh.
We will maintain our disciplined approach to capital management and focus on
our ongoing reinvestment in our centres with our capex repositioning
masterplans, where these are accretive to earnings and provide the appropriate
risk adjusted return.
The continuing macro-economic pressures including inflation, the interest rate
response and the state of the debt and real estate capital markets is
encouraging us to take a cautious approach to H1 2024, despite the resilient
operational and occupational markets.
Over 80% of our debt book benefits from low cost, 2027-maturity, asset backed
non-recourse debt with a long-term supportive lender, helping underpin our
Adjusted Profit and dividend.
Consumer confidence and retailer performance
We have continued to see the impact of rising inflation and debt costs on
business and consumer confidence. This is being mitigated by high employment,
salary growth and higher levels of household savings. We are conscious of the
impact these pressures have on the communities we serve and our efforts to
support those most in need continues through our various community support
initiatives.
We have seen the early signs of respite in inflation and the cost of debt,
along with some erosion in consumer savings. In previous economic cycles,
these times of reduced consumer confidence have typically favoured sales of
grocery and non-discretionary retail and services. Based on feedback from
our retailers and our own footfall data we are seeing an increase in retail
sales across much of our anchor store and speciality tenant base. Many have
been able to pass on the full impact of inflation into prices and this will,
over time, assist us in unlocking rental growth for our locations.
The improvement in non-discretionary retailer performance is driving occupier
demand and we continue to work towards increasing our exposure to these
categories especially in the grocery, pharmacy and medical sectors in line
with both the ongoing structural change in retail and societal shifts around
consumption.
Our London assets are also experiencing modal shift from personal motor
vehicle to public transport and cycling in line with the trend of '15-minute
neighbourhoods'. All three of our London centres have excellent access to
train, tube and bus networks and are experiencing increasing population
density within walking distance with further development to come as markets
allow.
Our relationship with the NHS Trusts in greater London continues to expand. We
opened the second phase of the diagnostics centre we have delivered in Wood
Green with the Whittington NHS Trust and construction has advanced at Ilford
on the community health centre we are creating with the North East London NHS
Trust, which will open in phases from late spring of 2024.
Structural changes in retailing
Another feature of last year was the continued evolution in distribution of
goods and services in the UK. The UK has one of the most mature online retail
markets, with a share of just under 30% according to ONS data. Online sales
as a percentage of total retail sales have been on a downward trend for the
last two years, which is a sharp reversal from the Covid era which naturally
accelerated channel shift in retail spending.
The store remains an important part of the majority of retailers' distribution
strategies as customers support store-based retailing and retailers benefit
from lower costs per transaction. The new model prioritises the seamless
integration of both channels.
Whilst the overall market share is high, non-discretionary and grocery sectors
have online penetration of around 10%, despite the length of time this has
been part of the retail landscape. Pharmacy and value retailers are often
lower still, as these categories have lower margins and consumers have
indicated a preference to use the proliferation of convenience store formats
at transport interchanges and in town and city centres locally, especially in
highly urbanised areas. These retailers are amongst the most expansionary
and we continue to work closely with an increasingly wide cross section of
non-discretionary and value based retailers wishing to locate or expand in our
centres.
Inflation has had a significant impact on the cost of doing business as a
retailer. Increases in staff costs and petrol, and therefore distribution,
together with a higher percentage of product returns, has disproportionately
impacted online retailers with several high profile business failures during
the year. The lower unit cost store based retailing model still accounts for
the majority of retail sales and informs or prompts purchasing decisions. In
addition, consumers are increasingly drawn to the convenience of store based
collection and returns which, in turn, are a lower cost last mile logistics
solution for a retailer. This also provides retailers with the added benefit
of a guest potentially buying something, or seeing something they then buy
online later, whilst they are in store.
Several of the larger pure play online retailers are now seeking to create
bricks & mortar store networks to better compete with those traditionally
physical retailers who are successfully embracing both retailing channels.
This benefits us as retailers take new, or reconfigure and right size
existing, stores to ensure they are able to meet the demands of consumers in a
competitive retailing landscape.
After 10 years of structural change, these are exciting times for physical
retail with significant opportunities for retail platforms such as ours that
understand and can capitalise on the operational intensity needed to evolve
existing centres to reflect this new seamless commerce retailing dynamic.
Leasing and occupancy
We have also seen a recovery in our occupancy post the Covid lows, which is
encouraging on many levels. The leasing model continues to evolve in the UK
and we are at the forefront of these changes as we seek to adopt technology to
improve our data, insight and processes to improve the speed and quality of
our decisions in this critical area. We are also continuing our concerted
effort to maintain and develop relationships with key retailers in each of our
core or merchandising pillar categories.
Our investment to diversify and tailor our customer proposition to the local
communities by introducing new smaller and independent retailers into our
centres is proving beneficial to our leasing progress. In many cases we
support these retailers through the initial business planning process, then
through store design and pre and post opening with a combination of skilled
internal team members with retailing or design backgrounds and/or specialist
external consultants. All of this is designed to help our retailers make a
success of their first venture in our centres and, where applicable, grow them
across our portfolio.
Establishing the right mix of national branded retailers and anchor stores
with local independent traders, who have a deep understanding of the unique
demand characteristics amongst our specific local communities, remains a key
area of focus for our commercial team.
Sustainability
We are very proud of our achievements in this important area. Many of the
initiatives are simply good business, lowering costs through more efficient
use of resources including energy and water. Importantly they are also
enabling us to lower our carbon footprint supporting the journey towards our
net carbon zero targets.
Energy consumption, in our shopping centres, reduced by 3% on the previous
year and 15% against the 2019 base year, whilst Snozone reduced its
electricity consumption by 11% and 16%, respectively. Our focus on moving
away from gas led to a 72% reduction in gas consumed in our shopping centres
and a 25% drop at Snozone against the 2019 base year. Water consumption
reduced by 18% against the 2019 base year at Snozone and 13% against the prior
year whilst the shopping centres witnessed an increase against 2022 due to
construction activity and a 3% reduction against the 2019 base year.
Following the dramatic weather events in 2022, we have undertaken a
considerable amount of work on our readiness to deal with a wide range of
extreme weather events from floods to extremes in temperature and the
pressures that places on our operations.
We are active in providing pathways for small and start up retailers to locate
in our centres. We support retail entrepreneurs through the business
planning, store design, pre and post opening period and it is great to see
some of these businesses go on to grow into multiple location retailers
following their first successful store within our centres.
It has also been pleasing to see our staff pulse survey record 95% engagement
with over 450 comments. A net promoter score of +15 places us in the top
quartile of companies using the Happiness Index. We launched our new
'purpose': "we exist to protect and progress the essentials of community life"
and principles (Bring the World in, Uplift the Every Day, Make it Count and
Win as One) across the business and continue in our mission to ensure we have
a high performance dynamic diverse and inclusive culture.
Our centre based teams supported 140 charities and 153 community groups last
year, with over 600 hours of community service and 112 community events hosted
in our shopping centres. In aggregate we provided or raised £370,000 in
community financial support, working with our local council partners to
ensure our resources are focused where it matters most.
Looking forward - our focus for the next 12 months
Our core strategy continues to be the delivery of our community strategy
providing defensive, resilient income growth to support our growing and
covered dividend to shareholders. To achieve this our focus for the next 12
months will continue to be:
· Providing the most relevant and compelling customer proposition of
retail and services for the vibrant and diverse communities we serve.
· Executing on our Environmental, Social and Governance initiatives,
appreciating we have responsibilities to both our communities and future
generations.
· Working with our retailers to ensure our centres and the space we curate
remains relevant for the next generation of retail, where online and physical
meet as a platform for seamless commerce.
· Investing to further reposition our centres into the community centre
format and grow income.
· Being relentless in our commitment to adapt to our dynamic and
rapidly evolving retail landscape.
· Actively managing our centres to drive optimum income and value across
the full spectrum of uses including retail, residential and mixed use, leisure
and food catering.
· Adopt a renewed focus on cost management across all aspects of our
business.
Given the uncertain outlook in the first part of this year we will adopt a
cautious approach to capital deployment therefore maintaining balance sheet
flexibility until the inflation, interest rate and capital markets
trajectories are more visible.
Finally, I would like to thank our staff, shareholders, retailers, local
authorities and other stakeholders for all their support in 2023 and continued
confidence in our business.
Lawrence Hutchings
Chief Executive
Operating review
New lettings, renewals and rent reviews(1)
Our asset management team maintained strong leasing momentum in 2023,
completing 86 new lettings and renewals, at a combined annual rent of £3.9
million, representing an average premium to previous rent of 1.5% and to ERV
of 23.3%(1) (2022: 80 new lettings and renewals for a combined annual rent of
£4.4m). This was a higher volume of deals than 2022 but with a lower average
value as 2022 included two particularly large transactions at Ilford, namely
the NHS community health centre and TK Maxx relocation.
At Wood Green, we completed five catering unit lettings at the new 'Bridge'
food and entertainment development, as well as introducing Bodycare to the
scheme. We also secured occupiers for c. 7,000 sq ft of vacant office space.
At Walthamstow, we completed new lettings to Starbucks and Black Sheep while
at Ilford we agreed a new lease to Addax. Renewals agreed during the year
included Savers and Sports Direct at Hemel Hempstead, Bank of Scotland, Lloyds
Bank and Waterstones at Walthamstow, Sports Direct and Superdrug at Wood Green
as well as Claire's Accessories and H&M at Ilford.
Like for like(1) 12 months to 12 months to December 2022
December 2023
New Lettings
Number of new lettings 45 50
Rent from new lettings (£m) £1.5m £2.6m
Renewals settled
Renewals settled 41 30
Total resulting annual rent (£m) £2.4m £1.8m
Combined new lettings and renewals
Comparison to previous rent(2) +6.8% +34.0%
Comparison to previous ERV(2) +16.6% +13.7%
(1) Includes transactions for Hemel Hempstead, Ilford, Maidstone, Walthamstow
and Wood Green for both years.
(2) For lettings and renewals (excluding development deals and CVA variations)
with a term of 1 year or longer which do not include turnover rent.
In addition to the figures detailed in the table above, we have completed six
new lettings and renewals at Gyle in Edinburgh since we acquired the asset in
September 2023. These include introducing Costa and Waterstones to the
scheme, as well as securing renewals with Superdrug and Vodafone.
Since the year end, we have secured a portfolio deal with B&M to take all
three of the Company's units vacated as a result of the Wilko administration.
In a short space of time, this adds a new anchor into our schemes at Hemel
Hempstead, Maidstone and Wood Green, mitigates the occupational impact from
the loss of a top 10 retailer, largely replicates the rent and further
demonstrates the desirability of space at the Company's community centres. The
units are scheduled to open for trading in May 2024.
In total in the three months to the end of March 2024 we have completed 21 new
lettings and renewals, at a combined annual rent of £1.4 million,
representing an average premium to previous rent of 1.3% and to ERV of
5.9%(1).
Rental income and occupancy
( ) 30 December 30 December 2022
2023
Occupancy (%) 93.4% 94.1%
Contracted rent (£m) 37.0 31.5
Passing rent (£m) 35.6 30.5
Occupancy at the year-end was impacted by the administration of Wilko which
was the driver of this falling by 70 basis points during the period or by 90
basis points on a like for like basis. However, the letting of the three
Wilko units to B&M that completed post year end is worth approximately 140
basis points to occupancy. The Group has been impacted post year end by the
administration of the Body Shop, where the Group has three units which have
all ceased trading, representing approximately 40 basis points to occupancy.
Contracted and passing rent have increased by approximately 17.5% and 16.7%,
respectively as a result of the Gyle acquisition. On a like for like basis,
the metrics have fallen by 2.9% and 3.6%, respectively. This is primarily
driven by the loss of £0.7 million of Wilko income. The Group has received
notice from the Department of Work and Pensions that they will vacate their
two Job Centre units during 2024 as part of a wider consolidation of their
estate, having expanded significantly in the wake of the Covid pandemic. We
are in active discussions with multiple occupiers to re-let the space which
represents approximately £0.8 million of contracted rent at 30 December 2023.
Contracted rent excludes approximately £0.7 million of rent where deals have
exchanged but completion remains subject to planning or other conditions.
There is £1.2 million of contracted rent that is due to convert to passing
rent during 2024 as occupiers' rent-free periods end.
Operational performance
Footfall grew by 1.5% during 2023, with 44.5 million shopper visits across the
portfolio (rising to 2.0% excluding Walthamstow, where footfall is impacted by
one of the entrances being closed due to the residential development). This
compares to the National Index of +3.0% during the same period.
Footfall for 2023 (excluding Gyle) represented 87.3% of the 2019 level,
compared to 84.3% in 2022, demonstrating continued growth towards historic
pre-Covid levels. Evidence from our retailers suggests that sales have
bounced back at a higher rate than footfall, reflecting shoppers' more
efficient use of visits. Footfall in the three months to end of March 2024
(excluding Gyle) has fallen 4.5% compared to 2023 due to the impact of
Wilko. We anticipate performance to trend back in line with 2023 once the
new B&M stores open in May 2024.
Car park income for the year was £5.7 million (2022: £6.0 million), an
increase of 8.4% on a like-for-like basis, adjusting for the impact of the
sale of Blackburn that completed in August 2022. This was a result of tariff
increases with car park usage in line with 2022.
Business rates
The review of business rates that took effect from April 2023 resulted in a
significant reduction in rates payable for most retail operators. Across our
portfolio the typical reduction that applied to occupiers was 30%-35%, with
the exception of Walthamstow where reductions were approximately 10%. The
withdrawal of downwards transitional arrangements meant that occupiers
immediately saw the full benefit of reductions from April 2023, aiding store
affordability and profitability.
Rent Collection(1)
99.20% of rent in respect of 2023 has now been collected, representing a
performance at or above pre-pandemic levels:
Rent collection
12m to 30 December 2023
£m
Rent collected 32.3 99.2%
Outstanding 0.3 0.8%
Total billed 32.6 100%
(1) Includes the Group's centres at Hemel Hempstead, Ilford, Maidstone,
Walthamstow and Wood Green.
Capital expenditure investment
In total a net £16.0 million was invested across the Group's assets in
2023. This was primarily across the following projects and is expected to
produce a yield on cost in line with the Company's target of 8% to 9%:
· Ilford
o £4.8 million on the new 35,000 sq ft TK Maxx anchor unit that
successfully opened in November 2023.
o £5.3 million for the ongoing works for the new 20,000 sq ft NHS community
healthcare facility that is due to open in the first half of 2024.
o £1.4 million on other related centre improvements including rebulbing the
centre in line with our commitment to improve sustainability performance.
· Wood Green
o £0.6 million to create the new Bridge catering units which opened in June
2023.
o £1.1 million on remerchandising of the former WH Smiths unit to
accommodate new units for Pure Gym, Wendy's and Wingstop that are due to open
in 2024.
The major projects undertaken have the additional benefit of helping to
improve the ESG credentials of the relevant centres by replacing aged
infrastructure and enabling the reduction or elimination of the use of gas.
Spend on the Walthamstow Crate facility in the period has been largely covered
by a contribution from Walthamstow Council as the head lease holder, who
recognise the valuable contribution our centre makes to both the local
community and economy.
We anticipate capital expenditure to be significantly reduced in 2024. Our
planned spend of less than £10 million reflects
that the two large NHS and TK Maxx projects at Ilford were substantively
completed in 2023. Spend in 2024 is expected to be focused on completing the
Ilford NHS and Wood Green former WH Smiths projects as well remerchandising
the previous TK Maxx unit at Ilford.
Walthamstow residential
Construction work remains ongoing on the first phase of the residential
development at Walthamstow. This will see Long Harbour create 495 Build to
Rent apartments in two residential towers adding further to the centre's local
customer base once it completes in 2025. The Group previously completed the
sale of land for residential development to Long Harbour for £21.6 million.
The planning consent covers a residential-led, mixed use development,
incorporating a new Victoria Line tube station entrance and public space
including a new park.
We have two further phases of development which comprise approximately 50,000
sq. ft. of retail and 43 apartments which are part of the same planning
consent as phase 1. We have commenced discussions about how we procure this
project with a potential partner for the residential component similar to the
structure we achieved in the first phase. In addition, we are underway on
discussions with potential anchor retailers including supermarket operators
for the retail component.
Shopping Centre ESG
For our shopping centres, we have developed a robust pathway aligned with the
BBP Climate Commitment and the UK Green Building Council's (UKGBC) definition
of net zero. Our commitment covers embodied carbon associated with
refurbishments and fit-outs and operational carbon from landlord and occupier
energy consumption, along with measured emission sources. We continue to make
progress on driving forward our net zero carbon pathways aligned with industry
best practice and guidelines which represents a significant milestone in our
decarbonisation journey. Through the successful implementation of our Net Zero
interventions, we have improved the EPC rating of three centres from a D
rating to a B. Having established our net zero governance along with the
roll-out of employee training, we will continue to prioritise energy
efficiencies on the ground across all aspects of our operations and evolve
crucial tools such as our data accuracy and net zero standards. We have made
significant strides towards our environmental targets increasing our energy
efficiency, reducing Scope 1 natural gas consumption by 72% and Scope 2
electricity consumption by 15%, against 2019. All of the shopping centres
electricity is 100% renewable and Renewable Energy Guarantees of Origin
certified.
Our centres' Scope 3 emissions, which relate to occupier energy consumption,
accounted for approximately 70% of our total emissions in 2023 and therefore
the management of these is central to achieving our net zero carbon
commitment. With occupier emissions falling outside of our direct management
or ownership, tackling them proves a challenge for C&R and across the
industry. To address this, we have commissioned an online solution to acquire
accurate energy consumption and carbon intensity data from every single UK
energy meter within our portfolio which will provide 100% of all occupiers'
onsite energy usage from 2023. The online platform will automatically update
monthly allowing for performance management insights including portfolio
benchmarks, consumption analysis, load shape profiling and six month
forecasting which will be reviewed through our Net Zero Carbon Committee which
is established at each centre. With the continuation of regulations around EPC
ratings tightening, we have established an EPC Management Dashboard to help
improve performance covering all units across the centres to increase focus
and highlighting areas where ratings need to be improved as well as providing
occupiers with the tools to help improve their performance.
Our Community Wheels of Support continue to play a critical role in
encouraging engagement and helping our shopping centre teams to prioritise
areas of impact. As community hubs we know our support is crucial,
particularly with the cost-of-living crisis. We are very proud of our efforts
in this space and to date we have partnered with over 140 charities, hosted
112 events, and spent more than 600 hours engaging with local community
groups.
We have introduced a Social Impact Measurement and Management Framework to
further support our ESG strategy and monitor our progress through 2024 and
beyond. The Framework will focus on social impact goals and strategies to
identify the various ways in which the business impacts people and then seek
to improve this through the development of an Impact Management Plan.
Snozone
Snozone had a strong 2023, enjoying its first full year unimpacted by Covid
since the start of the pandemic while continuing to leverage a number of
initiatives and activities that broadened its appeal and allowed it to reach
new market places. Revenue increased by 15% to £14.9m (December 2022:
£13.0m) and EBITDA(1) increased by 64% to £2.3 million (December 2022: £1.4
million).
Revenue and EBITDA for the UK operations at £10.9 million and £1.8 million
were 16% and 17% higher than 2022, respectively. Ski and snowboard lesson
income supported a record attainment in revenue, along with an increase in
Snozone's school affiliate programme. In addition, food and beverage revenue
from its own 'Alpine Kitchen' restaurants coupled with its conferencing and
events stream exceeded £1 million for the first time.
The UK business had also benefited from being on a fixed price energy tariff
over the past three years which came to an end in September 2023. This
protected the business from the worst of the market wide energy price spikes
seen over the last two years. Current electricity pricing will lead to a
cost increase of c.
£0.25 million per year. This was part-mitigated in Q4 2023 by utility saving
management initiatives and from realising the benefits that recent investments
into enhanced plant and machinery have delivered.
Snozone Madrid's revenue of £4.0 million was 18% higher than the previous
year (December 2022: £3.4 million) and it
delivered a positive contribution of £0.5 million to Snozone's total EBITDA
(December 2022: loss of £0.2 million).
These positive metrics reflect the actions undertaken to significantly improve
profitability. Most notably these have included enhancing the guest
proposition with new activities that have extended market share as well as
using the wider Snozone management platform to operate with greater cost
efficiency since acquisition of the operation in February 2021. The impact of
large increases in government-controlled electricity prices was mitigated in
2023 by the installation of solar panels in November 2022.
Snozone's IFRS profit for the period was £0.6 million (December 2022: £0.1
million).
Snozone ESG
All of Snozone's electricity is 100% renewable, traceable and has no element
of biomass.
The UK venues source electricity from the Hornsea North Sea wind farm, 90
miles from the Snozone Yorkshire venue. In Madrid 68% of the venue's power is
sourced from a mixture of solar, wind and nuclear energy with 32% supplied by
1,600 of our own solar panels on the roof of the facility, which were
purchased in 2022 as part of Snozone's decarbonisation capital investment
programme as well as offsetting the rising costs of electricity.
Snozone's pathway to net zero strategy is underpinned by a cyclical four-year
plan for capital investment into new plant and machinery. Ten units of blast
coolers have been replaced at the Milton Keynes venue which will save 214,000
kWh per year.
In addition, improved insulation at both UK venues, voltage optimising and a
de-lamping project combined with Madrid's solar panels investment, returned an
11% electricity saving over the prior year and a reduction of 16% versus the
2019 base year. There has also been a significant reduction in gas usage of
15% v 2022 and 25% v the 2019 base. Water usage similarly has decreased by 13%
v 2022 and 18% v 2019. The EPC ratings of Snozone's premises are 'B' for
Yorkshire and Madrid and 'C' at Milton Keynes.
In an increasingly competitive leisure sector, Snozone's annual staff
retention was 74%, significantly ahead of the industry average of 47%. Only 4%
of working days were lost due to absence through sickness (National average
6%) and 79% of the Snozone team received accredited or certified training in
2023.
Snozone celebrates diversity and believes firmly in inclusion, with 18% of its
workforce ethnically represented. To underline Snozone's status as a
Disability Confident Employer, 9% of our workforce is represented by team
members with a registered physical disability or mental impairment.
Snozone is the only European operator to operate its own Disability Snow
School. In 2023 we delivered 2,056 disability lessons, a 102% increase on
2022. For the fourth year running, Snozone received accreditation as a
Disability Confident Employer. Snozone's supply chain only consists of
companies who have signed up to the Modern slavery act and the Anti-bribery
and corruption Act.
(1) Snozone EBITDA is defined in the use of Alternative Performance Measures
section below.
Financial review
Year to Year to
Dec 2023 Dec 2022
Profitability
Statutory Revenue £59.0m £56.8m
Net Rental Income (NRI) £23.9m £23.5m
Adjusted Profit (1) £12.7m £10.3m
Adjusted Earnings per share (1) 6.8p 6.2p
IFRS Profit for the period £3.7m £12.1m
Basic earnings per share 2.0p 7.3p
EPRA cost ratio (excluding vacancy costs) (1) 39.1% 37.8%
Net Administrative Expenses to Gross Rent 23.5% 22.4%
Investment Returns
Net Asset Value £202.0m £179.1m
Net Asset Value (NAV) per share 90p 106p
EPRA NTA per share (1) 88p 103p
Proposed Final Dividend per share (2) 2.95p 2.75p
Total Dividend per share (2) 5.70p 5.25p
Financing
Group net debt £162.7m £130.9m
Group net debt to property value ( ) 43.6% 40.6%
EPRA LTV 45.4% 44.0%
Average maturity of Group debt (3) ( ) 4.1 years 4.5 years
Cost of Group debt (weighted average) (3) ( ) 4.25% 3.58%
(1) Adjusted Profit is as defined in the Glossary. A reconciliation to the
statutory result is provided further below. EPRA figures and a reconciliation
to EPRA EPS are shown in Note 5 to the Financial Statements. The calculation
of EPRA cost ratio is provided in the EPRA performance measures section.
(2) Represents dividends declared post period end but related to the period in
question.
(3) Assuming exercise of all extension options. Reflects loan amendments
signed post year end. Cost of Group debt reflects revised cost of Ilford
debt effective from 8 March 2024.
(4) 2022 comparative figures have been restated for a prior year adjustment to
service charge income and expenditure recognised in the period. There is no
change to Profit.
Use of Alternative Performance Measures (APMs)
Throughout the results statement we use a range of financial and non-financial
measures to assess our performance. The significant measures are as follows:
Alternative performance measure used Rationale
Adjusted Profit Adjusted Profit is used as it is considered by management to provide the best
indication of trading profits and hence the ability of the business to fund
dividend payments.
Adjusted Profit excludes revaluation of properties, profit or loss on disposal
of properties or investments, gains or losses on financial instruments,
charges in respect of non-cash long-term incentive awards and non-operational
one-off items.
Adjusted Profit includes EBITDA from Snozone (see definition further below).
This was a change implemented in 2021 arising from the adoption of IFRS 16 and
the signing of new lease agreements on Snozone's two UK sites. We considered
that the combination of these two factors meant that Snozone's statutory
profit no longer alone provides a full reflection of Snozone's trading
performance and hence introduced this additional Alternative Performance
Measure.
The key differences between Adjusted Profit and EPRA earnings, an industry
standard comparable measure, relates to the exclusion of non-cash charges in
respect of share-based payments and adjustments in respect of Snozone as
detailed above. In the current year we have excluded from our Adjusted
Profit a £1.1 million tax credit as it relates to prior years but this is
included within the EPRA metric.
Adjusted Earnings per share is Adjusted Profit divided by the weighted average
number of shares in issue during the year excluding own shares held.
A reconciliation of Adjusted Profit to the equivalent EPRA and statutory
measures is provided in Note 6 to the condensed financial statements.
Like-for-like amounts Like-for-like amounts are presented as they measure operating performance
adjusted to remove the impact of properties that were only owned for part of
the relevant periods.
For the purposes of comparison of capital values, this will also include
assets owned at the previous period end but not necessarily throughout the
prior period.
In the current year like-for-like comparisons have been used to adjust for the
impact of the Gyle acquisition in 2023 and the disposal of The Mall, Blackburn
and the Walthamstow residential receipt in 2022.
Net Debt Net debt is borrowings, excluding unamortised issue costs, less cash at
bank. Cash excludes cash held on behalf of third parties (e.g. in respect of
service charges or rent deposits).
Net debt to property value Net debt to property value is debt less cash and cash equivalents divided by
the property value.
Net Rent or Net Rental Income (NRI) Net Rental Income is rental income from properties, less provisions for
expected credit losses, property and management costs. It is a standard
industry measure. A reconciliation to statutory turnover is provided in Note
4 to the condensed financial statements.
Snozone EBITDA Snozone EBITDA is based on net profit. It excludes Depreciation,
Amortisation, (notional) Interest, Tax and non-operational one-off items. It
includes rent expense, based on contractual payments adjusted for rent free
periods. This provides a measure of Snozone trading performance which
removes the profiling impact of IFRS 16 that would otherwise see a
significantly higher charge in early years of a lease and significantly lower
net charge in later years. A reconciliation to the IFRS net profit is
included within Note 2a to the condensed financial statements.
Profitability
Components of Adjusted Profit and reconciliation to IFRS Profit
Amounts in £m Year to Year to
December 2023 December 2022
December 2016
Year to Year to
December 2016 December 2016
Net Rental Income 23.9 23.5
Net interest payable (7.4) (9.3)
Snozone (indoor ski operation) EBITDA 2.3 1.4
External management fees 1.9 3.3
Central operating costs (including central interest) (6.6) (7.0)
Variable overhead (1.4) (1.6)
Adjusted Profit (1) 12.7 10.3
Adjusted Earnings per share (pence) (1) 6.8p 6.2p
Reconciliation of Adjusted Profit to statutory result
Adjusted Profit 12.7 10.3
Property revaluation (8.1) (19.6)
(Loss)/profit on disposal (0.3) 1.5
Snozone depreciation and amortisation (2.2) (2.1)
Snozone notional interest (net of rent expense in EBITDA) 0.8 0.8
(Loss)/gain on financial instruments (2.0) 1.1
Corporation Tax credit 3.6 0.3
Long Term incentives (0.8) (0.5)
Gain on discounted loan purchase (net of costs) - 12.5
Write up following Luton deconsolidation - 6.8
Other items (including transaction costs) - 1.0
Profit for the period 3.7 12.1
(1) EPRA figures and a reconciliation to EPRA EPS are shown in Note 5 to the
condensed Financial Statements.
Adjusted Profit - December 2023: £12.7 million (December 2022: £10.3
million)
Net Rental Income (NRI) increased to £23.9 million (December 2022: £23.5
million) reflecting the net impact of the acquisition of Gyle in Edinburgh in
September 2023 (NRI contribution of £1.5 million) less the loss of NRI from
the sale of Blackburn which completed in August 2022 (NRI contribution of
£2.7 million in 2022). On a like for like basis adjusting for these
balances NRI increased by 5% reflecting improved occupancy which was higher
for most of the period until the impact of the Wilko administration took
effect in the final quarter of the year, and improved car park profitability
which increased by £0.2 million to £3.1 million.
Net interest payable has fallen from the prior year, reflecting the repayment
of £60 million of debt in The Mall loan facility during 2022 that was skewed
towards the second half of the year. Interest payable is expected to
increase in 2024 as the swap on the £39 million Ilford loan expired at the
original maturity in March 2024. We have acquired an interest rate cap to
cap the all-in cost of debt on the facility at 5.50%.
Snozone EBITDA at £2.3 million (December 2022: £1.4 million) as noted has
benefited from its first full year of trading unimpacted by Covid since 2019
and the improved contribution of Snozone Madrid.
External Management Fees of £1.9 million (December 2022: £3.3 million) break
down between Asset and Property Management fees on external properties
(Redditch and Luton) of £0.8 million and Property Management fees on the
Group's Investment Assets of £1.1 million (as these are charged to the
Service Charge). The Group's involvement in Luton ceased following the sale
in March 2023. The Group's involvement in Redditch ceased in September 2023
when the asset changed ownership.
Central operating costs £6.6 million (December 2022 - £7.0 million) and
Variable overheads £1.3 million (30 December 2022 - £1.6
million). Central costs are lower than the prior year reflecting cost saving
initiatives implemented which deliver approximately 10% savings on an
annualised basis after inflation. These include utilising technology to
drive operational efficiencies and the selective use of outsourcing. Further
initiatives are in progress or planned to deliver a similar saving in 2024.
Our EPRA cost ratio (excluding vacancy costs) increased marginally from 2022
due to the net impact of the loss of Management Fees not being fully offset by
the reduction in Central Costs. The impact of pro-rating for a full year of
Gyle would be to reduce the EPRA cost ratio (excluding vacancy costs) to
approximately 36.4%.
Adjusted earnings per share for the period were 6.8 pence per share (December
2022: 6.2 pence) reflecting the improvement in Adjusted Profit partially
offset by the higher number of shares in issue primarily as a result of the
£25 million equity raise that completed in September 2023 to part finance the
acquisition of the Gyle.
IFRS profit for the period - 30 December 2023: £3.7 million (December 2022:
£12.1 million)
The key items reconciling between IFRS profit for the period and the Adjusted
Profit of £12.7 million are:
· Property revaluation loss of £8.1 million (December 2022: loss of
£19.6 million). Although property values increased by 2.6% over the year on
a like for like basis this was less than the net £16.0 million invested in
Capital Expenditure during the year. The £8.1 million revaluation loss
includes £3.0 million of Stamp Duty and other purchasers' costs in respect of
the Gyle acquisition.
· £1.4 million of adjustments relating to Snozone reconciling between
the EBITDA measure used for Adjusted Profit and IFRS Profit for the year. As
noted above, we used EBITDA as this removes the profiling element of IFRS 16
and therefore provides a measure of Snozone's trading performance excluding
this.
· A loss of £2.0 million on financial instruments being the movement
from the revaluation of the Ilford interest rate swap and Gyle interest rate
cap (30 December 2022: gain of £1.1 million).
· A net tax credit of £3.6 million (30 December 2022: £0.3 million).
£1.2 million relates to the release of provision for tax in lieu of paying
dividends which is no longer required following the resumption of dividend
payments and expectation of the firm having met its minimum PID requirement
for prior years. £2.5 million relates to the recognition of a Deferred Tax
asset in respect of income losses that are now anticipated to be utilised in
future years reflecting the improved profitability of Snozone and the other
elements of the Group that sit outside of the REIT structure.
· £0.8 million (December 2022: £0.5 million) relating to share-based
payments being the non-cash element of the Group Combined Incentive Plan for
executives and LTIP retention awards for staff members.
In 2022, IFRS profit benefited from a £12.5 million gain (after costs) on the
discounted purchase of the Group's Hemel Hempstead loan facility and a £6.8
million gain in the Group's Net Asset Value on the deconsolidation of Luton
due to it previously sitting as a liability on the Group's balance sheet.
The profit for the year has resulted in NAV of £202.0 million and EPRA Net
Tangible Assets of £201.2 million, an increase of £22.9 million (12.8%) and
£23.8 million (13.4%) compared to the December 2022 amounts of £179.1
million and £177.4 million, respectively. Basic NAV per share and EPRA NTA
per share were 90p and 88p respectively (December 2022: 106p and 103p
respectively), the decrease is due to the higher number of shares in issue
primarily as a result of the £25 million equity raise completed in September
2023.
Property portfolio valuation
The valuation of the portfolio at December 2023 was £372.8 million. On a
like for like basis, excluding Gyle, the portfolio increased by £8.45 million
or 2.6% over the year. The Net Initial Yields and Net Equivalent Yields for
the portfolio remained broadly constant on a like for like basis, 7.25% and
8.55% respectively for 30 December 2023
compared to 7.23% and 8.59% respectively as at December 2022. We have seen a
£1.6 million or 4.0% increase in the valuation of Gyle at December 2023 to
£41.6 million from the £40.0 million paid on acquisition in September 2023,
driven primarily by the six leasing transactions completed in the period from
acquisition to the year end.
Property at independent valuation 30 December 2023 30 December 2022
£m NIY % NEY % £m NIY % NEY %
Maidstone 31.5 11.90% 11.66% 32.65 11.28% 11.49%
Walthamstow 77.7 6.84% 7.00% 80.0 5.97% 7.00%
Wood Green 149.5 7.13% 7.28% 144.0 7.55% 7.38%
Hemel Hempstead 9.2 9.57% 17.40% 10.5 14.49% 17.49%
Ilford 63.3 5.65% 7.90% 55.6 5.04% 7.79%
Gyle, Edinburgh 41.6 11.92% 10.13% - - -
Total 372.8 7.80% 8.79% 322.75 7.23% 8.59%
Total like for like (excluding Gyle) 331.2 7.25% 8.55%
Acquisition of Gyle, Edinburgh
On 9 August 2023 the Group entered into an agreement to acquire Gyle shopping
centre in Edinburgh for a consideration of £40 million, excluding acquisition
costs. The acquisition completed on 6 September 2023.
The consideration was financed through a new debt facility of £16 million,
£25 million of proceeds received pursuant to a fully underwritten equity
raise and existing funds held by the Company. The asset was acquired at a net
initial yield of 13.51% that is expected to rebase to around 12%.
Disposal of The Mall, Luton
The Company completed the sale of its interest in The Mall, Luton shopping
centre on 16 March 2023. The disposal followed a sale process undertaken with
the consent of the secured lender on the related loan facility. The Group had
previously deconsolidated its interest in The Mall, Luton meaning that the
transaction did not result in any profit or loss on disposal to the Group.
Financing
The Group's debt position as at December 2023 is summarised in the table
below:
Debt(1) Cash(2) Net debt Loan to value (3) Net loan to value(3) Current interest rate Fixed Duration to loan expiry(4) Duration with extensions(4)
30 December 2023 £m £m £m % % % % Years Years
The Mall 140.0 (10.2) 129.8 54.1% 50.2% 3.45% 100 3.1 4.1
Hemel Hempstead 4.0 (0.5) 3.5 43.5% 38.0% 11.06% - 1.5 3.5
Ilford 39.0 (3.9) 35.1 61.6% 55.5% 5.50%(4) 100 1.7 4.0
Gyle, Edinburgh 16.0 (2.6) 13.4 38.5% 32.2% 6.50% 100 4.7 4.7
Central Cash - (19.1) (19.1) - - - - - -
Total 199.0 (36.3) 162.7 53.4% 43.6% 3.71% 97.8 2.9 4.1
(1) Excluding unamortised issue costs.
(2) Excluding cash beneficially owned by tenants.
(3) Debt and net debt divided by investment property at valuation.
(4) Reflects loan amendments signed post 30 December 2023. Ilford interest
rate reflects revised cost effective from 8 March 2024.
The Mall
Following the £60 million of repayments made during 2022 the Mall facility
now consists of a single £140 million fixed rate loan at 3.45%, held with
TIAA. The loan matures in January 2027 but has a one-year conditional
extension option.
Hemel Hempstead
The Group has a £4 million facility with BC Invest, a subsidiary of the
Group's strategic residential partner, Far East Consortium. The debt matures
in July 2025 with options to extend for a further one or two years and is at a
margin of 5.95% over SONIA. It is secured on the Marlowes Centre on a
non-recourse basis.
Ilford
The Group has a £39 million facility secured on the Ilford Exchange shopping
centre with Dekabank Deutsche Girozentrale. The original facility was due to
mature in March 2024 but the Group has secured an extension to September 2025
along with two further conditional extension options to further extend
maturity to the end of December 2026 and 2027, respectively.
On commencement of the new extended term the margin is 300 basis points. The
Group has acquired an interest rate cap to hedge the maximum all in cost at
5.50% until the current maturity of September 2025.
Gyle, Edinburgh
To part fund the acquisition of Gyle in Edinburgh the Group drew a new debt
facility of £16 million in September 2023, arranged by Morgan Stanley. The
loan matures in September 2028. The loan is at a margin of 275 basis
points. The total all in cost of debt has been hedged at a maximum of 6.50%
for the duration of the loan via an interest rate cap.
Going Concern
Under the UK Corporate Governance Code the Board needs to report whether the
business is a going concern. In making its assessment of Going Concern, the
Group has considered the general risk environment and the specific risks that
relate to the Group and its sector. This has incorporated considering the
current macro-economic inflationary pressures, the ongoing impacts and speed
of recovery from Covid-19, as well as the structural trends that were already
under way in the retail industry.
At 30 December 2023, the Group had total cash at bank on balance sheet of
£36.3 million. Of which £17.8 million was held
centrally outside of secured loan arrangements. This provides a significant
cash contingency to cover any reasonable disruption to operations in both the
base and downside scenarios that have been modelled for at least the period of
the next 18 months that is considered for going concern purposes.
In respect of the £140 million Mall debt the Group is currently compliant
with all covenant tests on the facility. The covenants reverted back to
those set in the original loan agreement signed in January 2017 following the
expiry of the two year period of covenant waivers agreed as part of the
November 2021 loan restructure. On the Ilford £39 million facility, as well
as extending the loan maturity to September 2025 and agreeing further loan
extension options out to December 2027 the Group have agreed various
improvements to covenant terms that run until the new maturity and beyond if
the extension options are triggered. On Hemel Hempstead the Group has agreed
a waiver of all covenants on the £4 million loan facility until maturity in
July 2025 related to injecting new capital into the vehicle to support the
re-letting of the Wilko unit to B&M. The Group has also agreed an option
to extend maturity by one or two years. The Group signed a new £16 million
loan facility in September 2023 to part finance the acquisition of Gyle in
Edinburgh.
All of the Group's asset backed loan facilities are ring-fenced within their
own SPV structures with no recourse to Capital & Regional plc and no
cross-default provisions.
In making its assessment of Going Concern, the Group has run updated forecasts
on both a base case and downside basis. In the latter, the Group has
sensitised rent collection to 90%, reduced car park and ancillary income by
10% and removed any contribution from Snozone to reflect how a significant
downturn in expected trading could impact cashflows. The Group has also
considered a 15% reduction in property valuations both from the Group's 30
December 2023 valuations and valuations undertaken by the Group's respective
lenders.
The combination of the cash maintained on the Group's balance sheet and
actions available within Management's control provides sufficient contingency
to cover all of the various downside sensitivities modelled in combination to
the most adverse end of the scenarios modelled. At the most adverse end the
Group would need to take some additional measures to preserve cash involving
some combination of reducing or deferring Capital Expenditure and/or reducing
dividend payments or utilising a Scrip option.
In coming to its Going Concern conclusion, the Group has also considered, but
not relied upon, other options available to generate or conserve additional
cash, to reduce debt levels and to fund value accretive capital expenditure
and letting initiatives. These include but are not limited to the potential
disposal of assets either in whole or part and the potential raising of
additional funds.
Having due regard to all of the above matters and after making appropriate
enquiries, the Directors have a reasonable expectation that the Group and the
Company have adequate resources to continue in operational existence for the
foreseeable future. Therefore, the Board continues to adopt the Going Concern
basis in preparing the financial statements.
Viability Statement
In accordance with the 2018 revision of the UK Corporate Governance Code, the
Directors have assessed the prospect of the Company over a longer period than
the 12 months required by the "Going Concern" provision.
The Board conducted this review for the two-year period to December 2025. The
period is covered by the Group's annual budget and business planning
process. It includes sensitivity analysis to consider adverse scenarios,
that could be caused by the principal risks and uncertainties outlined in the
Managing Risk section below. This incorporated the impact on cash and
covenant compliance of further significant falls in property valuations or
property income. The Ilford and Hemel facilities both mature during this two
year period however each has conditional extension options available to the
Group which would extend maturity to beyond December 2026.
The considerations made by the Directors in concluding on viability mirror
those considered within the Going Concern conclusion as documented above.
Based on this and the resources and actions available the Directors have a
reasonable expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period to December 2025.
Dividend
The Directors recommend a final dividend of 2.95 pence per share. This will
result in a fully covered total distribution for the year ended 30 December
2023 equivalent to 5.70 pence per share (2022: 5.25 pence per share). This
satisfies the Group's policy of paying a dividend of at least 90% of the
Group's EPRA profits. The dividend will be paid entirely as a Property
Income Distribution (PID) and a Scrip dividend option will be offered.
Subject to approval of shareholders at the Annual General Meeting (AGM) on 3
June 2024, the final dividend will be paid on Friday, 7 June 2024. The key
dates are set out as below:
· Confirmation of ZAR equivalent dividend and Scrip dividend pricing
- Tuesday, 2 April 2024
· Last day to trade on Johannesburg Stock Exchange (JSE) - Tuesday, 9
April 2024
· Shares trade ex-dividend on the JSE - Wednesday, 10 April 2024
· Shares trade ex-dividend on the London Stock Exchange (LSE) -
Thursday, 11 April 2024
· Record date for LSE and JSE and last election for Scrip - Friday,
12 April 2024
· Annual General Meeting - Monday, 3 June 2024
· Results of Scrip dividend announced on or about - Tuesday, 4 June
2024
· Dividend payment date - Friday, 7 June 2024
South African shareholders are advised that the final dividend will be
regarded as a foreign dividend. Further details relating to Withholding Tax
for shareholders on the South African register were provided within the
announcement detailing the currency conversion rate on Tuesday, 2 April
2024.
Managing Risk
Risk management approach
The Audit Committee is delegated the authority for overseeing the
effectiveness of the risk management process by the Board and is accountable
for reporting on the identification of principle and emerging risks to the
business. Ultimate responsibility for the oversight of risk management
within the Group remains with the Board. The Board defines the risk appetite
of the Group, establishes a risk management strategy and is responsible for
maintaining a robust internal controls system. The Board formally reviews
and signs off the Group's risk register on a six-monthly basis. Emerging
risks are considered as part of this process or on an ad hoc basis in
instances such as the outbreak of the Covid-19 pandemic where the risk is of
sufficient significance to require a separate discussion.
Risk management process
There are a number of risks and uncertainties which could have a material
impact on the Group's future performance and could cause results to differ
significantly from expectations.
At every half year and year end, the members of senior leadership undertake a
comprehensive risk and controls review involving interviews with relevant
management teams. This considers a review of both the existing identified
risks and any new or emerging risks that may have been identified during the
period. The output of this process is an updated risk map and internal
control matrix for each component of the business, which is then amalgamated
into the Group risk map and matrix that is reviewed by the senior leadership
team. Formal submission is then made to the Audit Committee for review, before
going to the Board for final sign off. The process for the half year and full
year 2023 review forms the basis for the disclosures made below.
This process clearly outlines the principal risks, considers their potential
impact on the business, the likelihood of them occurring and the actions being
taken to manage, and the individual(s) responsible for managing, those risks
to the desired level.
This risk matrix is also used in performing our annual assessment of the
material financial, operational and compliance controls that mitigate the key
risks identified. Each control is assessed or tested for evidence of its
effectiveness. The review concluded that all such material controls were
operating effectively during 2023.
Principal risks at 30 December 2023
A review was carried out for the 30 December 2023 year end. Amongst the main
factors considered were the cost of living pressures being experienced by
consumers within the UK combined with the impact on consumers, businesses and
the Company of the higher interest rate environment. Other matters
considered were the continued evolution of the UK retail market as online
sales have generally settled back into a stable or in some cases declining
pattern from the disruption of the Covid-19 pandemic.
The review concluded that while as a result of these combined factors the
profile of some risks, including economic environment, property investment
market risks and Treasury risks had changed, the ultimate nature of them had
not and therefore the principal risks to the Group broadly remain unchanged at
30 December 2023.
The risks noted do not comprise all those potentially faced by the Group and
are not intended to be presented in any order of priority. Additional risks
and uncertainties currently unknown to the Group, or which the Group currently
deems immaterial, may also have an adverse effect on the financial condition
or business of the Group in the future. These issues are kept under constant
review to allow the Group to react in an appropriate and timely manner to help
mitigate the impact of such risks.
Risk Impact Mitigation
1. Property investment market risks
The weaker macro-economic environment and poor sentiment in commercial real Small changes in property market yields or future cash flow assumptions can Regularly monitoring market direction, comparable property valuations in the
estate markets has led to low transactional evidence across the industry with have a significant effect on valuations. market and recent transactions.
reduced investor confidence and a decline in valuations across all real estate
sectors.
The impact of leverage could magnify the effect on the Group's net assets and Adequate and timely forward planning of investment decisions.
the risk of breaching loan covenants with our lenders. This could result in
Valuations can be inherently subjective leading to a degree of uncertainty and the default of facilities and should we not be able to cure these, we run the
the risk that property valuations may not reflect the price received on sale. risk of security being enforced.
We engage experienced external valuers who understand the specific properties
and whose output is reviewed and challenged by internal specialists with key
assumptions benchmarked to industry indices and comparable transactional
Highly volatile trading environments have the potential to increase the evidence.
speculation on Property valuations and are open to a wider range of possible
outcomes.
Regular reviews and consideration of strategies to reduce debt levels, if
appropriate.
2. Impact of the economic environment
The Group is sensitive to tenant insolvency and distress, which can have Economic pressure on consumer spending will likely impact the levels of A key part of our Group strategy is to ensure a large, diversified tenant base
increased pressure on rent levels. There is also risk of prolonged low footfall across the centres and have a knock-on effect on discretionary retail that is made up of primarily non-discretionary retail.
tenant demand for space. tenants.
Review of tenant covenants before new leases are signed.
Macroeconomic risks in relation to rising inflation, income tax and the Tenant failures and reduced tenant demand could adversely affect rental
volatility of the energy market (and associated costs of energy) are likely to income, lease incentive, void costs, cash and ultimately property valuations.
negatively impact consumer spending, which will impact retailing, particularly
The offering of long-term leases as standard and maintaining active and
discretionary spending. personable credit control processes that foster positive relationships with
tenants.
Rising inflation will also put pressure on the Group's cost base and operating
margins. Regular dialogue between the support office and general managers across the
portfolio, who have ad hoc discussions with tenants, to understand the issues
facing tenants and customers.
Managing void units though temporary lettings and other mitigation strategies.
Energy costs mitigated by measures undertaken to reduce energy consumption
such as introduction of LED lighting and utilising alternative sources of
energy such as the installation of solar panels at Snozone Madrid.
3. Treasury risk
The Group is at risk of not being able to fund the business or to refinance The Group may not be able to meet financial obligations when they come due, Ensuring that the Group maintains appropriate levels of cash reserves.
existing debt on economic terms, particularly during periods of low lending causing limitation on financial and operational flexibility.
market appetite.
Regular monitoring and projections of liquidity, gearing and covenant
The cost of financing could be prohibitive. compliance with regular reporting to the Board.
Breach of the assets loan covenants resulting in defaults on debt and the
potential for accelerated maturity and/or lenders taking control of secured
assets.
Unremedied breaches of loan covenants can trigger demand for immediate Maintain close relationships with lenders.
repayment of loan facilities.
Exposure to rising or falling interest rates, which could affect liabilities
on property sales and refinancing.
The Group has significantly reduced debt levels in recent years through a
If interest rates rise and are unhedged, the cost of debt facilities can rise combination of asset sales and asset/debt restructuring.
and ICR covenants could be broken.
All the Group's facilities are non-recourse and held in SPV structures.
Hedging transactions used by the Group to minimise interest rate risk may
limit gains, result in losses or have other adverse consequences.
4. Tax & regulatory risks
Exposure to non-compliance with the REIT regime and changes in the form or Tax related liabilities and other losses could arise causing significant Constantly monitoring the Group's REIT compliance and consideration of the
interpretation of tax legislation. financial loss. effects of major decisions on REIT status.
Potential exposure to wider changes in tax legislation and potential tax Failure to comply with tax or regulatory requirements could result in loss of Use of tax specialists to outsource compliance and advisory tax matters.
liabilities in respect of historic transactions undertaken. REIT status, financial penalties, loss of business or reputational damage.
Maintaining regular dialogue with the tax authorities and business groups.
Exposure to changes in existing or forthcoming property or corporate
regulation.
Actively keep key staff up to date with regulation and ensure necessary
policies and procedures are in place.
Expert advice taken on complex regulatory matters.
5. People & Skills
As a small business, there is a relatively small number of key individuals The loss of key individuals or an inability to attract new employees with the Paying current and new employees market salaries and offering competitive
whose skills are depended on to operate the business effectively. Retaining appropriate expertise could compromise the business's ability to operate incentive packages, including the use of retention awards and incentive
these individuals cannot be guaranteed. efficiently. plans.
The attraction of new talent to the business with the right expertise cannot Promoting positive working environments and culture in line with staff
be guaranteed. expectations.
Effectively maintaining a succession plan for key positions and departments.
6. Development risk
The costs involved with development projects overrunning and delays leading to Increased costs and reputational damage which may lead to planned value not Use of experienced external project coordinators to oversee developments with
extended completion times past expected deadlines. being realised. staged execution to key milestones and updates to be monitored by steering
committees with the Group.
The threat to the Group's property assets of competing in town and out of town Competition with other schemes may reduce footfall and reduce tenant demand
retail and leisure schemes. for space and effect the levels of rents that can feasibly be achieved. Implemented well defined approval processes for new development projects and
guidance provided for setting key milestones.
Partnered with external agencies to raise awareness of new planning proposals,
which are fought, as necessary, in accordance with relevant planning laws.
Maintain close working relationships with local councils and promote
willingness to support the community.
Maintain the flexibility to invest in marketing strategies to continue
relevance in the market.
7. Business disruption from a major incident
Major incidents occur at any of the business' sites having a significant Such events could cause a reduction in earnings and additional costs. Trained operational personnel at all sites and documented major incident
impact upon trading.
procedures.
Exposure to reputational damage if the business acts, or is perceived to have
This includes specific incidents to a centre or trading location or a acted, in a negligent manner. Regular update meetings on operational procedures reflecting current threats
situation such as Covid-19 that impacts trading on a national scale.
and major incident testing runs.
The pandemic has had a significant impact on customer behaviour and habits.
There is a risk that consumer habits have permanently changed and will impact Regular liaison with the police and environmental health officers.
business KPIs, such as footfall and leasing.
Insurance for business disruption and rebuild is always maintained across the
portfolio.
Disaster recovery sites have been mapped and are maintained in the event of
immediate needs.
8. Environmental, Social & Governance
The Group's activities may have an adverse impact on the environment and the Failure to act on environmental and social issues could lead to reputational Issues and actions considered by the Board, through regular reports from
communities in which we operate. damage, deterioration in relationships with customers and communities and
limit investment opportunities. the ESG Committee and its designated sub committees.
Health and safety incidents could cause death or serious injury.
Failure to comply with relevant regulations could result in financial Appointed ESG specialists to assist the business in mapping out its ESG
exposure. roadmap and key milestones.
A risk that centres or specific retailers are identified as a 'hotspot' for
Covid-19 transmission.
Health and safety incidents could result in reputational damage, financial Specialist health and safety consultancy support in place with internal
liability for the Group and potentially criminal liability for the directors. bespoke health and safety system to enable incident reporting and monitoring.
EPC rating certificates are completed across the portfolio.
9. Customers & changing consumer trends
Further migration towards online shopping, multi-channel retailing, and Changes in consumer shopping habits towards online shopping and home delivery Strong location and dominance of shopping centres in high density urban
increased spending on leisure may adversely impact consumer footfall in could reduce footfall and therefore potentially reduce tenant demand and the locations.
shopping centres. levels of rents which can be achieved.
Strength of the community shopping experience with tailored relevance to the
Increased use of CVAs by retailers as a means of restructuring or cost Financial loss from tenants use of CVAs to both write off arrears and reset local community.
reduction. lease agreement terms.
Concentration on convenience and value offer which is less impacted by online
presence.
Increasing provision of "Click & Collect" within our centres.
Maintaining positive retailer relationships and providing for honest and open
dialogue.
Monitoring key business metrics such as footfall, retail trends and shopping
behaviour.
10. IT & Cybersecurity
Failure of, or, as a result of malicious attack on, the Group's information Loss of operating capacity, business time or reputational damage. IT Security Governance Policy in place aligned with ISO27001.
technology hardware and software systems.
Data breaches resulting in reputational damage, fines or regulatory penalties. Ongoing investment in technology infrastructure with key IT applications
Failure to continually keep up with best practice and invest in new
hosted offsite.
technology.
Systems in place to prevent and react to malicious attack.
Regular penetration testing carried out by a specialist security company.
Cyber Essentials Plus certified.
Information security training programmes in place to regularly upskill all
employees. A strong password policy is in place to keep employees safe.
Maintenance of a disaster recovery site in the event of critical systems
failures.
11. Climate-related
In light of the introduction of TCFD Disclosure requirements, the impact of The Group's failure to act on environmental issues could lead to reputational Environmental policy in place and consistent with ISO14001.
climate change has become a Board level issue. damage, deterioration in customer and community relationships, or limit
investment opportunities. Climate-related risks extend to the global supply
chain, business disruption from extreme weather events.
Management of and compliance with the Carbon Reduction Commitment and
As a result of COP26, the world stage is focused on combatting climate change compliance with the Carbon Trust.
and businesses that fall behind on their efforts to mitigate their effect on
the climate run the risk of becoming non-investable. Failure to comply with regulations could result in financial exposure.
Engaged with external agency, JLL, to assist with setting out framework to
assess climate related risks.
Separate risk matrix on climate-related risks feeds into Group risk review and
ESG Committee reporting to the Board.
Nominated individual from SLT to take oversight responsibility of
climate-related issues.
Board has oversight of TCFD climate-related goals and targets through
quarterly ESG reporting.
12. Health & Safety
The risk that the Group's staff, customers or guests suffer illness, injury or If found to be as a result of failing processes or negligence the Group and/or Regular risk assessments.
fatality at one of the Group's operations. individuals in management positions could face criminal charges, financial
loss and reputational damage.
Sharing of information with local Health & Safety Executive.
Capacity limits agreed with Health & Safety Executive and reviewed with
external lawyers.
Training for staff by Health & Safety Consultancy.
Insurance review meetings with insurance brokers.
Consolidated income statement
For the year to 30 December 2023
Unaudited 2022
2023 Restated(1)
Note £m £m
Continuing operations
Revenue 3 59.0 56.8
Gain on expected credit losses 0.1 0.4
Cost of sales (31.5) (29.0)
Gross profit 27.6 28.2
Administrative costs (9.9) (10.9)
Loss on revaluation of investment properties 6a (8.1) (19.6)
Other (losses) and gains (0.1) 15.6
Profit on ordinary activities before financing 9.5 13.3
Finance income 0.5 1.1
Finance costs (9.9) (9.4)
Profit before tax 0.1 5.0
Tax 4a 3.6 0.3
Profit for the year from continuing operations 3.7 5.3
Profit for the period from period from discontinued operations - 6.8
Profit for the year 2a 3.7 12.1
Continuing operations
Basic earnings per share 2.0p 3.2p
Diluted earnings per share 1.9p 3.2p
Continuing and discontinued operations
Basic earnings per share 5a 2.0p 7.3p
Diluted earnings per share 5a 1.9p 7.2p
EPRA earnings per share
EPRA basic earnings per share 5a 5.6p 5.3p
EPRA diluted earnings per share 5a 5.5p 5.3p
Consolidated statement of comprehensive income
For the year to 30 December 2023
Unaudited 2022
£m £m
Profit for the year 3.7 12.1
Other comprehensive income - -
Total comprehensive income for the year 3.7 12.1
The results for the current and preceding year are fully attributable to
equity shareholders.
The EPRA alternative performance measures used throughout this report are
industry best practice performance measures established by the European Public
Real Estate Association (EPRA). They are defined in the Glossary to these
financial statements. EPRA earnings and EPRA EPS are shown in Note 5 to
these condensed financial statements. EPRA net reinstatement value (NRV), net
tangible assets (NTA) and net disposal value (NDV) are shown in Note 12 to
these condensed financial statements. We consider EPRA NTA to be the most
relevant measure for our business.
(1) 2022 comparative figures have been restated for a prior year adjustment to
service charge income and expenditure recognised in the period. There is no
change to Profit.
Consolidated balance sheet
At 30 December 2023
Unaudited 2022
2023 Restated(1)
Note £m £m
Non-current assets
Investment properties 6 369.6 320.1
Plant and equipment 3.5 1.8
Right of use assets 7 20.1 21.6
Receivables 8 7.8 8.5
Deferred tax 4c 3.6 1.1
Total non-current assets 404.6 353.1
Current assets
Receivables 8 16.5 12.3
Cash and cash equivalents 9 38.2 55.5
Total current assets 54.7 67.8
Total assets 2b 459.3 420.9
Current liabilities
Trade and other payables (30.2) (28.9)
Current tax - (1.0)
Lease liabilities (3.1) (3.0)
Bank loans 10 (42.7) -
Total current liabilities (76.0) (32.9)
Net current (liabilities)/assets (21.3) 34.9
Non-current liabilities
Bank loans 10 (155.0) (181.8)
Other payables (0.3) -
Lease liabilities (26.0) (27.1)
Total non-current liabilities (181.3) (208.9)
Total liabilities 2b (257.3) (241.8)
Net assets 202.0 179.1
Equity
Share capital 22.5 16.9
Share premium 24.6 1.7
Merger reserve 60.3 60.3
Own shares reserve (0.2) -
Retained earnings 94.8 100.2
Equity shareholders' funds 202.0 179.1
Basic net assets per share 89.8p 105.9p
EPRA net reinstatement value per share 12 87.9p 103.4p
EPRA net tangible assets per share 12 87.9p 103.4p
EPRA net disposal value per share 12 93.5p 115.1p
(1) 2022 comparative figures have been restated to exclude from trade
receivable amounts invoiced but due after the balance sheet date.
Consolidated statement of changes in equity
For the year to 30 December 2023
Capital Own
Share Share Merger redemption shares Retained Total
capital premium(1) reserve(2) reserve(1) reserve(3) earnings equity
£m £m £m £m £m £m £m
Balance at 30 December 2021 16.5 266.1 60.3 4.4 - (178.9) 168.4
Profit for the year - - - - - 12.1 12.1
Other comprehensive income for the year - - - - - - -
Total comprehensive income for the year - - - - - 12.1 12.1
Capital reduction(4) - (266.1) - (4.4) - 270.5 -
Credit to equity for equity-settled share-based payments - - - - - 0.5 0.5
Dividends paid, including scrip - - - - - (4.0) (4.0)
Shares issued, net of costs 0.4 1.7 - - - - 2.1
Balance at 30 December 2022 16.9 1.7 60.3 - - 100.2 179.1
Profit for the year - - - - - 3.7 3.7
Other comprehensive income for the year - - - - - - -
Total comprehensive income for the year - - - - - 3.7 3.7
Credit to equity for equity-settled share-based payments - - - - - 0.7 0.7
Dividends paid, including scrip - - - - - (9.4) (9.4)
Shares issued, net of costs 5.6 22.9 - - - - 28.5
Other movements - - - - (0.2) (0.4) (0.6)
Balance at 30 December 2023 - unaudited 22.5 24.6 60.3 - (0.2) 94.8 202.0
Notes:
1 These reserves are not distributable.
2 The merger reserve of £60.3 million arose on the Group's capital
raising in 2009 which was structured so as to allow the Company to claim
merger relief under section 612 of the Companies Act 2006 on the issue of
ordinary shares.
3 Own shares relate to shares purchased out of distributable
profits and therefore reduce reserves available for distribution.
4 In June 2022 a capital reduction was completed transferring the
reserves from share premium and the capital redemption reserve to retained
earnings.
Consolidated cash flow statement
For the year to 30 December 2023
Unaudited 2022
2023
Note £m £m
Operating activities
Net cash from operations 11 20.1 25.3
Interest paid (6.6) (8.0)
Interest received 0.5 -
Income tax paid - (0.1)
Cash flows from operating activities 14.0 17.2
Investing activities
Disposal of investment properties 6 - 59.1
Purchase of plant and equipment (2.0) (0.7)
Acquisition costs relating to investment properties (43.0) -
Capital expenditure on investment properties (18.7) (10.6)
Cash flows from investing activities (63.7) 47.8
Financing activities
Dividends paid (net of scrip) including withholding tax (5.2) (1.2)
Bank loans drawn down 10 16.0 4.0
Bank loans repaid - (70.8)
Loan arrangement costs (0.6) (1.6)
Derivatives purchased (1.3) -
Issue of ordinary shares 25.0 -
Costs of share issue (1.1) -
Fixed payments under head leases (0.4) (0.4)
Cash flows from financing activities 32.4 (70.0)
Net decrease in cash and cash equivalents (17.3) (5.0)
Cash and cash equivalents at the beginning of the year 55.5 58.5
Cash and cash equivalents at the end of the year 38.2 53.5
Transfer from assets classified as held for sale - 2.0
Cash and cash equivalents excluding assets classified as held for sale 9 38.2 55.5
( )
( )
Notes to the condensed financial statements
For the year to 30 December 2023
1 Significant Accounting Policies
General information
Capital & Regional plc is a public company limited by shares domiciled and
incorporated in England, United Kingdom under the Companies Act 2006.
The financial information set out in this announcement does not constitute the
Company's audited statutory accounts for the years ended 30 December 2023 or
2022. Statutory accounts for 2022 have been delivered to the Registrar of
Companies and those for 2023 will be delivered following the Company's Annual
General Meeting. The auditor has not yet reported on those accounts and their
reports on those accounts are anticipated to be unqualified.
Basis of accounting
While the financial information included in this announcement has been
prepared in accordance with the recognition and measurement criteria of IFRSs,
this announcement does not itself contain sufficient information to comply
with IFRSs. The Company expects to publish full financial statements that
comply with IFRSs in April 2023.
Accounting developments and changes
The accounting policies used in these financial statements are consistent with
those applied in the last annual financial statements, as amended where
relevant to reflect the adoption of new standards, amendments and
interpretations which became effective during the year.
Prior year restatement
The Group's accounting policy has been amended in the year to state that
recognition of a trade receivable requires payment to be due in accordance
with the billing schedule set out in the lease contract, and not solely the
issue of an invoice. In applying this treatment the Group has restated the
2022 results for a prior year adjustment. This restatement derecognises the
trade receivable for invoices issued and unsettled at 30 December 2022 but not
due for payment until after that date. The impact of this change is set out
below. The impact on Profit and Net Asset Value is £nil. We have not provided
a restated balance sheet for the year ended 30 December 2021 on the basis we
do not consider it to have a material effect given there is no impact on
Profit or Net Asset Value.
30 December 2022 30 December 2021
£m £m
Receivables (2.1) (3.1)
Trade and other payables 2.1 3.1
In addition a prior year restatement has been made in respect of the service
chare income and expenditure recognised in 2022, the impact of which is a
£3.8 million reduction in Revenue and a corresponding £3.8 million reduction
in Cost of Sales. The impact on Profit is £nil.
A prior year restatement has been made to the right of use assets for a
remeasurement of the Snozone leases. The impact is to increase both cost and
depreciation by £3 million. There is no impact on the carrying value.
New and revised standards issued but not yet effective
At the date of authorisation of these financial statements, the Group has not
applied the following new and revised IFRS Standards that have been issued but
are not yet effective:
· Amendment to IFRS 16 - Leases: Lease liability in a sale and
leaseback
· Amendment to IAS 1 - Classification of Liabilities as Current or
Non-Current
· Amendments to IAS 7 - Statement of cash flows and IFRS 7
Financial Instruments: Disclosures: Supplier finance Agreement
· Amendments to IAS 21 - The effects of changes in foreign exchange
rates lack of exchangeability
None of these standards are anticipated to have a material impact upon the
Group's results.
Critical accounting judgements
The preparation of financial statements requires the Directors to make the
following judgements that may affect the application of accounting policies.
Going concern
Under the UK Corporate Governance Code the Board needs to report whether the
business is a going concern. In making its assessment of Going Concern, the
Group has considered the general risk environment and the specific risks that
relate to the Group and its sector. This has incorporated considering the
current macro-economic inflationary pressures, the ongoing impacts and speed
of recovery from Covid-19, as well as the structural trends that were already
under way in the retail industry.
At 30 December 2023, the Group had total cash at bank on balance sheet of
£36.3 million (2022: £52.1 million). Of which £17.8 million (2022: £28
million) was held centrally outside of secured loan arrangements. This
provides a significant cash contingency to cover any reasonable disruption to
operations in both the base and downside scenarios that have been modelled for
at least the period of the next 18 months that is considered for going concern
purposes. The remaining balances are subject to meeting conditions or having
passed through relevant waterfall calculations within relevant loan
facilities.
Loan facilities overview
Mall facility (£140 million): This facility finances properties in Maidstone,
Walthamstow, and Wood Green. The Group remains compliant with all covenant
tests on the loan facility. The covenants reverted in November 2023 to the
original terms set in the January 2017 loan agreement after the expiration of
a two-year period of covenant waivers agreed as part of the November 2021 loan
restructure.
Ilford facility (£39 million): Significant enhancements have been made to the
loan agreement, including an extension of the loan maturity to September 2025
and the addition of further loan extension options until December 2027.
Additionally, various improvements have been agreed upon regarding covenant
terms, effective until the new maturity date and potentially beyond if
extension options are exercised.
Hemel Hempstead facility (£4 million): The Group has secured a waiver of all
covenant requirements on the £4 million loan facility until maturity in July
2025. Furthermore, the Group has an option to extend the maturity by one or
two years subject to meeting specified covenant tests.
1 Significant Accounting Policies (continued)
New facility for Gyle (£16 million): In September 2023, the Group entered
into a new £16 million loan facility to partially finance the acquisition of
Gyle property in Edinburgh.
All of the Group's asset backed loan facilities are ring-fenced within their
own SPV structures with no recourse to Capital & Regional plc and no
cross-default provisions.
In making its assessment of Going Concern, the Group has run updated forecasts
on both a base case and downside basis. In the latter, the Group has
sensitised rent collection to 90%, reduced car park and ancillary income by
10% and removed any contribution from Snozone to reflect how a significant
downturn in expected trading could impact cashflows. The Group has also
considered a 15% reduction in property valuations both from the Group's 30
December 2023 valuations and valuations undertaken by the Group's respective
lenders.
The combination of the cash maintained on the Group's balance sheet and
actions available within Management's control provides sufficient contingency
to cover all of the various downside sensitivities modelled in combination to
the most adverse end of the scenarios modelled. At the most adverse end the
Group would need to take some additional measures to preserve cash involving
some combination of reducing or deferring Capital Expenditure and/or reducing
dividend payments or utilising a Scrip option.
In coming to its Going Concern conclusion, the Group has also considered, but
not relied upon, other options available to generate or conserve additional
cash, to reduce debt levels and to fund value accretive capital expenditure
and letting initiatives. These include but are not limited to: the potential
disposal of assets either in whole or part and the potential raising of
additional funds.
Having due regard to all of the above matters and after making appropriate
enquiries, the Directors have a reasonable expectation that the Group and the
Company have adequate resources to continue in operational existence for the
foreseeable future. Therefore, the Board continues to adopt the Going Concern
basis in preparing the financial statements.
Operating segments
The Group's operating segments are Shopping Centres, Snozone and
Group/Central. Shopping Centres includes the results of the Group's centres at
Ilford and Hemel Hempstead (from 11 April 2022 being the date an agreement to
buy back its loan was reached) and those centres within The Mall loan
facility, namely Blackburn (until it was sold on 9 August 2022), Maidstone,
Walthamstow and Wood Green. It also includes the results of Gyle shopping
centre in Edinburgh from the date of acquisition on 6 September 2023.
The Group deconsolidated its interest in Luton on 20 May 2022 reflecting
changes that took place on that date to constitution of the Luton entities
including the appointment of an independent director with specific rights
regarding the proposed sale process for the asset.
Group/Central includes management fee income, Group overheads incurred by
Capital & Regional plc, Capital & Regional Property Management and
other subsidiaries and the interest expense on the Group's central borrowing
facility.
The Shopping Centres segments derive their revenue from the rental of
investment properties. The Snozone and Group/Central segments derive their
revenue from the operation of indoor ski slopes and the management of property
funds or schemes respectively. The split of revenue between these
classifications satisfies the requirement of IFRS 8 to report revenues from
different products and services. Depreciation and charges in respect of
share-based payments represent the only significant non-cash expenses. Prior
period comparatives have also been restated as a result.
Adjusted Profit
Adjusted Profit is the total of Contribution from the Group's Shopping
Centres, the profit from Snozone and property management fees less central
costs (including interest, excluding non-cash charges in respect of
share-based payments) after tax. Adjusted Profit excludes revaluation of
properties, profit or loss on disposal of properties or investments, gains or
losses on financial instruments and adjusting one-off items for example gains
from debt repurchase. Results from Discontinued Operations are included in
adjusted profit up until the point of disposal or reclassification as held for
sale. Further detail on the use of Adjusted Profit and other Alternative
Performance Measures is provided within the Financial Review.
Adjusted profit within Snozone is Leisure EBITDA. Leisure EBITDA is an
alternative performance measure for the Snozone business. It excludes
Depreciation, Amortisation, (notional) Interest, Tax and non-operational
one-off items. It includes rent expense, based on contractual payments
adjusted for rent free periods. This provides a measure of Snozone trading
performance which removes the profiling impact of IFRS 16 that would otherwise
see a significantly higher charge in early years of a lease and significantly
lower net charge in later years.
A reconciliation of Adjusted Profit to the statutory result is provided in
Note 2a and, on a per share basis, in Note 5, where EPRA earnings figures are
also provided.
2a Operating segments
Shopping Centres
Snozone Group/ Total
Central
Year to 30 December 2023 Note £m £m £m £m
Rental income from external sources 2b 34.7 - - 34.7
Property and void costs(1) (10.8) - - (10.8)
Net rental income 23.9 - - 23.9
Interest income 0.5 0.5
Interest expense (7.9) - - (7.9)
Snozone income/Management fees(2) 2b - 14.9 1.9 16.8
Management expenses - (12.6) (6.3) (18.9)
Depreciation - - (0.3) (0.3)
Variable overhead - - (1.4) (1.4)
Adjusted Profit/(loss) 16.0 2.3 (5.6) 12.7
Revaluation of properties (8.1) - - (8.1)
Loss on disposal/transaction costs (0.3) - - (0.3)
Snozone depreciation and amortisation - (2.2) - (2.2)
Notional interest (net of rent expense within EBITDA) - 0.8 - 0.8
Loss on financial instruments (2.0) - - (2.0)
Long-term incentives - - (0.8) (0.8)
Tax credit - (0.3) 3.9 3.6
Profit/(loss) 5.6 0.6 (2.5) 3.7
Total assets 2b 408.5 26.0 24.8 459.3
Total liabilities 2b (225.2) (28.8) (3.3) (257.3)
Net assets/(liabilities) 183.3 (2.8) 21.5 202.0
( )
(1) Includes expected credit loss.
(2) Asset management fees of £2.3 million charged from the Group's Capital
& Regional Property Management entity to wholly owned assets have been
excluded from the table above as they are eliminated within the Group
consolidation.
2a Operating segments (continued)
Shopping Centres Shopping
- Investment Assets Centres
- Managed
Assets
(discontinued operations)
Snozone Group/ Total
Central
Year to 30 December 2022 (restated)(5) Note £m £m £m £m £m
Rental income from external sources 2b 34.7 - - - 34.7
Property and void costs(1) (11.2) - - - (11.2)
Net rental income 23.5 - - - 23.5
Net interest expense (9.3) - - - (9.3)
Snozone income/Management fees(2) 2b - - 13.0 3.3 16.3
Management expenses - - (11.6) (6.7) (18.3)
Depreciation - - - (0.3) (0.3)
Variable overhead - - - (1.6) (1.6)
Adjusted Profit/(loss) 14.2 - 1.4 (5.3) 10.3
Revaluation of properties (19.6) - - - (19.6)
Profit on disposal 1.5 - - - 1.5
Snozone depreciation and amortisation - - (2.1) - (2.1)
Notional interest (net of rent expense within EBITDA) - - 0.8 - 0.8
Gain on financial instruments 1.1 - - - 1.1
Long-term incentives - - - (0.5) (0.5)
Tax credit - - - 0.3 0.3
Other items(3) 1.6 6.8 - (0.6) 7.8
Gain on debt repurchase(4) 12.5 - - - 12.5
Profit/(loss) 11.3 6.8 0.1 (6.1) 12.1
Total assets 2b 363.4 - 27.1 30.4 420.9
Total liabilities 2b (208.5) - (28.9) (4.4) (241.8)
Net assets/(liabilities) 154.9 - (1.8) 26.0 179.1
( )
(1) Includes expected credit loss.
(2) Asset management fees of £2.5 million charged from the Group's Capital
& Regional Property Management entity to wholly owned assets have been
excluded from the table above as they are eliminated within the Group
consolidation.
(3) Other Items includes the £6.8 million gain on the deconsolidation of
Luton.
(4) £12.5 million gain on repurchase of Hemel Hempstead debt at a discount.
(5) 2022 comparative figures have been restated to exclude from trade
receivables amounts invoiced but due after the balance sheet date.
( )
2b Reconciliations of reportable revenue, assets and liabilities
Year to Year to
30 December 30 December
2022
2023 2022 Restated(1)
Revenue and other income Note £m £m
Rental income from external sources 2a 34.7 34.7
Service charge income 8.2 6.7
Management fees 2a 1.9 3.4
Other income 0.1 -
Snozone income 2a 14.9 13.0
Revenue for reportable segments 59.8 57.8
Elimination of inter-segment revenue (0.8) (1.0)
Revenue and other income per consolidated income statement 3 59.0 56.8
Revenue and other income by country
UK 55.0 53.3
Spain 4.0 3.5
Revenue and other income per consolidated income statement 59.0 56.8
(1) 2022 comparative figures have been restated for a prior year adjustment to
service charge income and expenditure recognised in the period.
2023 2022
Restated(1)
Note £m £m
Assets
Investment assets 408.5 363.4
Snozone 26.0 27.1
Group/Central 24.8 30.4
Total assets of reportable segments and Group assets 2a 459.3 420.9
Liabilities
Investment assets (225.2) (208.5)
Snozone (28.8) (28.9)
Group/Central (3.3) (4.4)
Total liabilities of reportable segments and Group liabilities 2a (257.3) (241.8)
Net assets by country
UK 200.4 177.8
Spain 1.6 1.3
Group net assets 202.0 179.1
(1) 2022 comparative figures have been restated to exclude from trade
receivable amounts invoiced but due after the balance sheet date.
3 Revenue
Year to Year to
30 December 30 December
2023 2022 Restated(1)
Note £m £m
Gross rental income 27.2 26.7
Car Park and ancillary income 7.5 8.0
Income from external sources 2a 34.7 34.7
Service charge income 2b 8.2 6.7
External management fees 1.1 2.4
Other income 0.1 -
Snozone income 2a
- Slope Revenue 12.8 11.1
- Ancillary Revenue 2.1 1.9
14.9 13.0
Revenue and other income per consolidated income statement 2b 59.0 56.8
( )
External management fees represent revenue earned by Capital & Regional
Plc and the Group's wholly owned Capital & Regional Property Management
subsidiary. Fees charged to wholly owned assets have been eliminated on
consolidation.
(1) 2022 comparative figures have been restated for a prior year adjustment to
service charge income and expenditure recognised in the period.
4 Tax
4a Tax credit/(charge)
Year to Year to
30 December 30 December
2023 2022
£m £m
Current tax
UK corporation tax - (0.4)
Adjustments in respect of prior years 1.0 0.4
Total current tax credit 1.0 -
Deferred tax
Prior year adjustments - -
Origination and reversal of temporary timing differences 2.6 0.3
Total deferred tax 2.6 0.3
Total tax credit 3.6 0.3
Of the total tax charge, £nil (2022: £nil) relates to items included in
other comprehensive income.
4b Tax credit/(charge) reconciliation
Year to Year to
30 December 30 December
2023 2022
Note £m £m
Profit before tax on continuing operations 0.1 5.0
Expected tax charge at 23.52% (2022: 19%) - (1.0)
REIT exempt income and gains (0.2) 2.1
Non-allowable expenses and non-taxable items (1.3) (1.4)
Excess tax losses 0.7 -
Prior year adjustments 1.0 0.4
Effect of tax rate change on deferred tax 3.4 0.2
Actual tax credit 4a 3.6 0.3
4c Deferred tax
The Finance Act 2021 enacted provisions maintaining the main corporation tax
rate at 19% for the year commencing 1 April 2022 and increasing the rate to
25% for the year commencing 1 April 2023. Consequently, the UK corporation tax
rate at which deferred tax is booked in the consolidated financial statements
is 23.52% (30 December 2022: 19%).
The Group has recognised a deferred tax asset of £3.6 million (30 December
2022: £1.1 million). The group has recognised deferred tax assets for the
non-REIT profit entities in respect of head lease payments, capital allowances
and certain residual tax losses carried forward to the extent that future
matching taxable profits are expected to arise.
No deferred tax asset has been recognised in respect of temporary differences
arising from investments or investments in associates in the current or prior
years as it is not certain that a deduction will be available when the asset
crystallises.
The Group has £20 million (30 December 2022: £12.1 million) of unused
revenue tax losses, all of which are in the UK. A deferred tax asset has been
recognised in respect of £9.1 million of these losses (30 December 2022:
£nil) where the Group considers it is sufficiently certain taxable profits
will arise to utilise the losses. A deferred tax asset has not been recognised
on the remaining £11 million of those losses due to restrictions on the
utilisation of these losses. The Group also has unused capital losses of
£24.2 million (30 December 2022: £24.2 million) that are available for
offset against future gains. No deferred tax has been recognised in respect
of these losses owing to the unpredictability of future capital gains and
other reasons which may restrict the utilisation of the losses. The unused
revenue and capital losses do not have an expiry date.
4d REIT compliance
The Group converted to a group REIT on 31 December 2014. Therefore, the Group
does not pay UK corporation tax on the profits and gains from qualifying
rental business in the UK provided it meets certain conditions.
Non-qualifying profits and gains of the Group continue to be subject to
corporation tax as normal. In order to retain group REIT status certain
ongoing criteria must be maintained. The main criteria are as follows:
• at the start of each accounting year, the value of the assets of
the property rental business plus cash must be at least 75% of the total value
of the Group's assets;
• at least 75% of the Group's total profits must arise from the
property rental business; and
• at least 90% of the Group's UK property rental profits as
calculated under tax rules must be distributed.
The Directors intend that the Group should continue as a group REIT for the
foreseeable future, with the result that deferred tax is no longer recognised
on temporary differences relating to the property rental business.
5 Earnings per share
The European Public Real Estate Association ("EPRA") has issued
recommendations for the calculation of earnings per share information as shown
in the following tables:
5a Earnings per share calculation
Year to 30 December 2023 Year to 30 December 2022
Note Profit EPRA Adjusted Profit Loss EPRA Adjusted Profit
Profit (£m)
Profit for the year 3.7 3.7 3.7 12.1 12.1 12.1
Revaluation loss on investment properties (net of tax) 5b - 8.1 8.1 - 19.6 19.6
Loss/(profit) on disposal (net of tax) 5b - 0.3 0.3 - (1.5) (1.5)
Changes in fair value of financial instruments 5b - 2.0 2.0 - (1.1) (1.1)
Share-based payments 2a - - 0.8 - - 0.5
Tax - (3.6) (3.6) - - -
Other items(1) - - 1.4 - (20.3) (19.3)
Profit (£m) 3.7 10.5 12.7 12.1 8.8 10.3
Earnings per share (pence) 2.0 5.6 6.8 7.3 5.3 6.2
Diluted earnings per share (pence) 1.9 5.5 6.6 7.2 5.3 6.1
(1) Other Items in 2023 includes the adjustments for Leisure EBITDA. In 2022
it includes the £12.5 million gain on repurchase of Hemel Hempstead debt at a
discount and £6.8 million gain on the deconsolidation of Luton, in addition
to the adjustments for Leisure EBITDA.
None of the current year earnings (2022: £6.8 million) related to
discontinued operations.
Weighted average number of shares (m) Year to 30 December 2023 Year to 30 December 2022
Ordinary shares in issue 188.1 166.3
Own shares held (0.4) -
Basic 187.7 166.3
Dilutive contingently issuable shares 3.9 2.4
and share options
Diluted 191.6 168.7
At the end of the year, the Group had nil (2022: nil) share options and
contingently issuable shares granted under share-based payment schemes that
could potentially dilute earnings per share in the future, but which have not
been included in the calculation because they are not dilutive or the
conditions for vesting have not been met.
5 Earnings per share (continued)
5b Headline earnings per share
Headline earnings per share is an alternative performance measure as required
by the JSE Listing Requirements. It has been calculated and presented in
line with the JSE guidance.
Year to 30 December 2023 Year to 30 December 2022
Basic Diluted Basic Diluted
Profit (£m)
Profit for the year 3.7 3.7 12.1 12.1
Revaluation loss on investment properties (including tax) 8.1 8.1 19.6 19.6
Loss/(profit) on disposal (net of tax) 0.3 0.3 (1.5) (1.5)
Other items - - (20.3) (20.3)
Headline earnings 12.1 12.1 9.9 9.9
Weighted average number of shares (m)
Ordinary shares in issue 188.1 188.1 166.3 166.3
Own shares held (0.4) (0.4) - -
Dilutive contingently issuable shares and share options - 3.9 - 2.4
187.7 191.6 166.3 168.7
Headline Earnings per share (pence) Basic/Diluted 6.4 6.3 6.0 5.9
6 Investment properties
6a Wholly owned properties
Freehold Leasehold Total
investment investment property
Note properties properties assets
£m £m £m
Cost or valuation
At 30 December 2021 227.1 149.3 376.4
Capital expenditure (excluding capital contributions) 3.2 5.8 9.0
Disposal(1) - (54.9) (54.9)
Valuation deficit(2) (3.8) (16.2) (20.0)
Remeasurement of head lease - (0.6) (0.6)
Transfer from held for sale 10.2 - 10.2
At 30 December 2022 236.7 83.4 320.1
Capital expenditure (excluding capital contributions) 13.0 1.5 14.5
Acquisition 43.0 - 43.0
Valuation deficit(2) (4.0) (4.0) (8.0)
At 30 December 2023 288.7 80.9 369.6
( )
(1) This represents the net book value including tenant incentives.
(2) £(8.1) million per Income statement (2022: £(19.6) million) and Note 2a
includes letting fee amortisation adjustment of £0.1 million (2022: £(0.4)
million).
On 18 May 2022 the Group completed the acquisition of its debt in respect of
the Marlowes shopping centre in Hemel Hempstead, as a result the Freehold
property was transferred back from held for sale.
On 23 May 2022 the Group exchanged contracts for the sale of The Mall,
Blackburn to the retail arm of the Adhan Group of Companies for £40 million,
representing a premium to the December 2021 valuation of £38.2 million. The
sale completed on 9 August 2022 delivering cash proceeds of £39.4 million.
As part of the agreement to run a consensual sale process, changes to the
constitution of the Luton entities were made effective from 23 May 2022,
including the appointment of an independent director with specific rights
regarding the sale process. The effective loss of control that they triggered
resulted in the Group deconsolidating its interest in Luton from that date.
The sale of The Mall Luton and its corporate structure completed on 16 March
2023.
On 11 July 2022, the Group completed the sale of land for residential
development at its 17&Central community shopping centre in Walthamstow to
Long Harbour for c.£21.65 million. The head lease at The Mall Walthamstow was
remeasured as a result of an extension of the lease term effective 23 June
2022.
On 9 August 2023 the Group entered into an agreement to acquire the Gyle
shopping centre in Edinburgh for a total acquisition consideration of £40
million, excluding costs. The acquisition completed on 6 September 2023.
6 Investment properties (continued)
6b Property assets summary
30 December 2023 30 December 2022
£m £m
Investment properties at fair value as reported by the valuer 372.8 322.8
Add back of lease liabilities 5.4 5.4
Unamortised tenant incentives on investment properties (8.6) (8.1)
IFRS Property Value 369.6 320.1
Where the valuation obtained for investment property is net of all payments to
be made, it is necessary to add back the lease liability to arrive at the
carrying amount of investment property at fair value.
6c Valuations
External valuations at 30 December 2023 were carried out on all of the gross
property assets detailed in the table above. The fair value was £372.8
million (2022: £322.8 million). External valuations were carried out on all
of the property assets detailed in the table above. The valuations at 30
December 2023 were carried out by independent qualified professional valuers
from CBRE Limited experienced in UK shopping centre valuations, in accordance
with Royal Institute of Chartered Surveyors (RICS) standards. These valuers
are not connected with the Group and their fees are charged on a fixed basis
that is not dependent on the outcome of the valuations.
Real estate valuations are complex and derived from data that is not widely
publicly available and involves a degree of judgement. For these reasons, the
valuations are classified as Level 3 in the fair value hierarchy as defined by
IFRS 13. The valuations are sensitive to changes in rent profile and yields.
The Group considers all of its investment properties to fall within "Level 3",
as defined in the Financial Statements. The table below summarises the key
unobservable inputs used in the valuation of the Group's wholly owned
investment properties at 30 December 2023:
Estimated rental value £ per sq ft Equivalent yield %
Market Value £m
Low Weighted averaged High Low Weighted averaged High
372.8 15.11 15.91 16.71 7.00 8.86 17.40
Sensitivities
The following table illustrates the impact of reasonably possible changes in
key unobservable inputs (in isolation) on the fair value of the Group's
properties:
Impact on valuations of 5% change in estimated rental value Impact on valuations of 25bps change in equivalent yield Impact on valuations of 50bps change in equivalent yield
Increase Decrease Increase Decrease Increase Decrease
£m £m £m £m £m £m
14.6 (15.3) (12.5) 12.4 (23.8) 26.2
Impact on valuations of 100bps change in equivalent yield
Increase Decrease
£m £m
(44.5) 57.0
7 Leases
30 December 30 December
2023 2022
Restated(1)
Right of use Assets £m £m
Cost
At 31 December 2022 25.1 28.9
Prior year remeasurement - (3.0)
Additions 0.6 -
Disposals (0.8) -
Remeasurement (0.2) (0.8)
At 30 December 2023 24.7 25.1
Accumulated depreciation
At 31 December 2022 (3.5) (4.4)
Prior year remeasurement - 3.0
Charge for the year (2.0) (2.1)
Disposals 0.9 -
At 30 December 2023 (4.6) (3.5)
Carrying value
At 30 December 2023 20.1 21.6
(1) 2022 comparative figures have been restated for a £3 million prior year
adjustment to the Snozone leases. The adjustment has no impact on the net book
value as at 30 December 2022 or 30 December 2023.
Lease commitments relate to the leasing of the Group's registered office and
the leases of the Snozone business on its Castleford, Milton Keynes and Madrid
sites. The lease at Snozone Basingstoke expired as at 31 December 2022, and in
2022 the leases at Milton Keynes and Castleford were revalued following the
annual lease payable review. During 2022 the Group signed an extension of its
former registered office lease of one year to July 2023 and in 2023 acquired a
lease to January 2027 on its new registered office.
8 Receivables
30 December 2023 30 December 2022
Restated(1)
£m £m
Non current:
Financial assets
Interest rate swap 0.5 1.7
Non current financial assets 0.5 1.7
Non-financial assets
Unamortised tenant incentives 2.7 2.1
Unamortised rent free periods 4.6 4.7
Non current non-financial assets 7.3 6.8
7.8 8.5
Current:
Financial assets
Trade receivables (net of allowances) 4.3 5.6
Other receivables(2) 3.8 -
Accrued income 1.9 1.5
Interest rate cap 0.3 -
Current financial assets 10.3 7.1
Non-financial assets
Prepayments 4.9 4.0
Unamortised tenant incentives 0.5 0.5
Unamortised rent free periods 0.8 0.7
Current non-financial assets 6.2 5.2
16.5 12.3
(1) 2022 comparative figures have been restated to exclude from trade
receivables amounts invoiced but due after the balance sheet date.
(2) Other receivables in 2023 includes £3.6 million receivable from the
freeholder of 17&Central Walthamstow in respect of capital expenditure
projects.
Credit losses are calculated at an amount equal to lifetime expected credit
losses. The expected credit losses on trade receivables are estimated using a
provision matrix by reference to past default experience over the period since
30 December 2020 debtor and an analysis of the debtor's current financial
position, adjusted for factors that are specific to the debtor and an
assessment of both the current as well as the forecast direction of conditions
at the reporting date.
8 Receivables (continued)
The Group writes off a trade receivable when there is information indicating
that there is no realistic prospect of recovery. Changes in expected credit
loss allowance arise from increase in calculated expected credit loss, as well
as amounts written off. The Group does not recognise revenue where
collectability is not reasonably expected. In the case of rental income this
relates to tenants who are insolvent and closed.
9 Cash and cash equivalents
30 December 30 December
2023 2022
£m £m
Cash at bank and in hand 36.3 52.1
Security deposits held in rent accounts 1.0 0.8
Other restricted balances 0.9 2.6
38.2 55.5
Cash at bank and in hand include amounts subject to a charge against various
borrowings and may therefore not be immediately available for general use by
the Group. Of the cash at bank and in hand £17.8 million was held on short
term deposit and immediately available free of any restrictions or conditions
at the year end date (30 December 2022: £28.1 million). The remaining
balances are subject to meeting conditions or having passed through relevant
waterfall calculations within relevant loan facilities. All of the above
amounts at 30 December 2023 were held in Sterling other than £0.7 million
which was held in South African Rand (30 December 2022: £nil) and £0.4
million held in Euros (30 December 2022: £0.6 million).
Restricted balances include service charge funds held on behalf of our
tenants.
10 Bank loans
The Group's borrowings are arranged to ensure an appropriate maturity profile
and to maintain short-term liquidity. There were no defaults or other
breaches of financial covenants that were not waived under any of the Group
borrowings during the current year or the preceding year.
30 December 30 December
2023 2022
Borrowings at amortised cost £m £m
Secured
Fixed and swapped loans 179.0 179.0
Variable rate loans 20.0 4.0
Total borrowings before costs 199.0 183.0
Unamortised issue costs (1.3) (1.2)
Total borrowings after costs 197.7 181.8
Analysis of total borrowings after costs
Current 42.7 -
Non-current 155.0 181.8
Total borrowings after costs 197.7 181.8
On 7 July 2022 the Group drew down a new £4 million facility with BC Invest,
a subsidiary of the Group's strategic residential partner, Far East
Consortium. The debt matures in July 2025 with options to extend for a
further one or two years agreed a part of a package that included a waiver of
all covenants until original maturity in July 2025 that was agreed in February
2024. The facility is shown as current at 30 December 2023 given there was a
technical breach of a covenant as at that date driven by the administration of
Wilko which was then subsequently waived.
On 6 September 2023 the Group drew down a new £16 million facility arranged
by Morgan Stanley with a margin of 2.75%. The group also acquired a derivative
to cap the floating element at 3.75%. The facility was used to part fund
acquisition of Gyle shopping centre in Edinburgh.
The movement of Secured loans in the year is summarised in the table below:
£m
Secured bank loans at 30 December 2022 183.0
Drawdown of new Gyle loan facility 16.0
199.0
On 8 March 2024 the Group signed an extension to its £39 million facility on
the Ilford Exchange shopping centre with Dekabank Deutsche Girozentrale. The
agreement extends maturity to September 2025 and provides two further
conditional extension options to further extend maturity to the end of
December 2026 and 2027, respectively. On commencement of the new extended
term the margin is 300 basis points. The Group has acquired an interest rate
cap to hedge the maximum all in cost at 5.50% until the current maturity of
September 2025. The facility is shown as current at 30 December 2023 as the
extension was signed after the year end.
All loans are maintained in separate ring-fenced Special Purpose Vehicle (SPV)
structures secured against the property interests and other assets within each
SPV. There is no recourse to other Group companies outside of the respective
SPV and no cross-default provisions.
11 Reconciliation of net cash from operations
2023 2022
Note £m £m
Profit for the year 3.7 12.1
Adjusted for:
Income tax credit 4a (3.6) (0.3)
Finance income (0.5) (1.1)
Finance expense 9.9 9.4
Finance lease costs (head lease) (0.4) (0.3)
Loss on revaluation of wholly owned properties 6a 8.1 19.6
Depreciation of other fixed assets 0.7 0.3
Snozone interest and amortisation 3.0
Snozone rental payments (2.1)
Other gains 0.1 (22.4)
(Increase)/decrease in receivables (0.9) 4.5
Increase in payables 1.4 3.0
Non-cash movement relating to share-based payments 0.7 0.5
Net cash from operations 20.1 25.3
12 Net assets per share
30 Dec 2023 30 Dec 2022
Basic NAV EPRA NRV EPRA NTA EPRA NDV Basic NAV EPRA NRV EPRA NTA EPRA NDV
£m £m £m £m £m £m £m £m
IFRS Equity attributable to shareholders 202.0 202.0 202.0 202.0 179.1 179.1 179.1 179.1
Exclude fair value of financial instruments - (0.8) (0.8) - - (1.7) (1.7) -
Include fair value of fixed interest rate debt - - - 11.9 - - - 18.4
Net asset value 202.0 201.2 201.2 213.92 179.1 177.4 177.4 197.5
Number of shares 224.9 - - - 169.2 - - -
Fully diluted number of shares - 228.8 228.8 228.8 - 171.6 171.6 171.6
Net asset value per share 89.8 87.9 87.9 93.5 105.9 103.4 103.4 115.1
The number of ordinary shares issued and fully paid at 30 December 2023 was
224,906,731 (30 December 2022:169,191,918). There have been no changes to
the number of shares from 30 December 2023 to the date of this annual report.
13 Dividends
The dividends shown below are gross of any take-up of Scrip offer.
Year to Year to
30 December 30 December
2023 2022
£m £m
Interim dividend per share for year ended 30 December 2022 of 2.5p - 4.1
Final dividend for year ended 30 December 2022 of 2.75p 4.7 -
Interim dividend per share for year ended 30 December 2023 of 2.75p 4.8 -
Amounts recognised as distributions to equity holders in the year 9.5 4.1
Proposed final dividend for year ended 30 December 2023 of 2.95p 6.6 -
14 Ultimate controlling party
Growthpoint Properties Limited ("Growthpoint") holds 68.1% of the issued share
capital of the Company. As such Growthpoint is the ultimate controlling party
of the Company and the largest group into which the results of the Company are
consolidated. The registered office of Growthpoint Properties Limited is The
Place, 1 Sandton Drive, Sandton, 2196, Johannesburg, South Africa. The
financial statements of Growthpoint are available at this address.
15 Events after the balance sheet date
On 23 February 2024 the Group agreed a waiver of all financial covenants on
its £4 million Hemel Hempstead loan facility until maturity in July 2025. The
Group also secured an option to extend the maturity by one or two years
subject to meeting specified covenant tests.
On 8 March 2024 the Group signed an extension to its £39 million facility on
the Ilford Exchange shopping centre with Dekabank Deutsche Girozentrale. The
agreement extends maturity to September 2025 and provides two further
conditional extension options to further extend maturity to the end of
December 2026 and 2027, respectively. On commencement of the new extended
term the margin is 300 basis points. The Group has acquired an interest rate
cap to hedge the maximum all in cost at 5.50% until the current maturity of
September 2025.
Glossary of terms
Adjusted Profit is the total of Contribution from the Group's Shopping Market value is an opinion of the best price at which the sale of an interest
Centres, Snozone EBITDA and property management fees less central costs in a property would complete unconditionally for cash consideration on the
(including interest but excluding non-cash charges in respect of long-term date of valuation as determined by the Group's external or internal valuers.
incentive awards) after tax. Adjusted Profit excludes revaluation of In accordance with usual practice, the valuers report valuations net, after
properties, profit or loss on disposal of properties or investments, gains or the deduction of the prospective purchaser's costs, including stamp duty,
losses on financial instruments and exceptional one-off items. Results from agent and legal fees.
Discontinued Operations are included up until the point of disposal or
reclassification as held for sale.
Net Administrative Expenses to Gross Rent is the ratio of Administrative
Expenses net of external fee income to Gross Rental income including the
Adjusted Earnings per share is Adjusted Profit divided by the weighted average Group's share of Joint Ventures and Associates
number of shares in issue during the year excluding own shares held.
Net assets per share (NAV per share) are shareholders' funds divided by the
C&R is Capital & Regional plc, also referred to as the Group or the number of shares held by shareholders at the year end, excluding own shares
Company. held.Net initial yield (NIY) is the annualised current rent, net of revenue
costs, topped-up for contractual uplifts, expressed as a percentage of the
capital valuation, after adding notional purchaser's costs.
CRPM is Capital & Regional Property Management Limited, a subsidiary of
Capital & Regional plc, which earns management and performance fees from
the Mall assets and certain associates and joint ventures of the Group. Net debt to property value is debt less cash and cash equivalents divided by
the property value.
Contracted rent is passing rent and the first rent reserved under a lease or
unconditional agreement for lease but which is not yet payable by a tenant. Net interest is the Group's share, on a see-through basis, of the interest
payable less interest receivable of the Group and its associates and joint
ventures.
Contribution is net rent less net interest, including unhedged foreign
exchange movements.
Net rent or Net rental income (NRI) Net Rental Income is rental income from
properties, less provisions for expected credit losses, property and
management costs. It is a standard industry measure.
Capital return is the change in market value during the year for properties
held at the balance sheet date, after taking account of capital expenditure
calculated on a time weighted basis.
Nominal equivalent yield (NEY) is a weighted average of the net initial yield
and reversionary yield and represents the return a property will produce based
upon the timing of the income received, assuming rent is received annually in
Debt is borrowings, excluding unamortised issue costs. arrears on gross values including the prospective purchaser's costs.
EPRA earnings per share (EPS) is the profit / (loss) after tax excluding gains Occupancy cost ratio is the proportion of a retailer's sales compared with the
on asset disposals and revaluations, movements in the fair value of financial total cost of occupation being: rent, business rates, service charge and
instruments, intangible asset movements and the capital allowance effects of insurance. Retailer sales are based on estimates by third party consultants
IAS 12 "Income Taxes" where applicable, less tax arising on these items, which are periodically updated and indexed using relevant data from the
divided by the weighted average number of shares in issue during the year C&R Trade Index.
excluding own shares held.
Occupancy rate is the ERV of occupied properties expressed as a percentage of
EPRA net disposal value represents net asset value under a disposal scenario, the total ERV of the portfolio, excluding development voids.
where deferred tax, financial instruments and certain other adjustments are
calculated to the full extent of their liability, net of any resulting tax.
Passing rent is gross rent currently payable by tenants including car park
profit but excluding income from non-trading administrations and any assumed
EPRA net reinstatement value is net asset value adjusted to reflect the value uplift from outstanding rent reviews.
required to rebuild the entity and assuming that entities never sell assets.
Assets and liabilities, such as fair value movements on financial derivatives
are not expected to crystallise in normal circumstances and deferred taxes on
property valuation surpluses are excluded. Rent to sales ratio is Contracted rent excluding car park income, ancillary
income and anchor stores expressed as a percentage of net sales.
EPRA net tangible assets is a proportionally consolidated measure,
representing the IFRS net assets excluding the mark-to-market on derivatives REIT - Real Estate Investment Trust.
and related debt adjustments, the mark-to-market on the convertible bonds, the
carrying value of intangibles as well as deferred taxation on property and
derivative valuations.
Return on equity is the total return, including revaluation gains and losses,
divided by opening equity plus time weighted additions to and reductions in
share capital, excluding share options exercised.
Estimated rental value (ERV) is the Group's external valuers' opinion as to
the open market rent which, on the date of valuation, could reasonably be
expected to be obtained on a new letting or rent review of a unit or property.
Reversionary percentage is the percentage by which the ERV exceeds the passing
rent.
ERV growth is the total growth in ERV on properties owned throughout the year
including growth due to development.
Reversionary yield is the anticipated yield to which the net initial yield
will rise once the rent reaches the ERV.
Gearing is the Group's debt as a percentage of net assets. See through
gearing includes the Group's share of non-recourse debt in associates and
joint ventures. Temporary lettings are those lettings for one year or less.
Interest cover is the ratio of Adjusted Profit (before interest, tax, Total property return incorporates net rental income and capital return
depreciation and amortisation) to the interest charge (excluding amortisation expressed as a percentage of the capital value employed (opening market value
of finance costs and notional interest on head leases). plus capital expenditure) calculated on a time weighted basis.
Like-for-like figures, unless otherwise stated, exclude the impact of property Total return is the Group's total recognised income or expense for the year as
purchases and sales on year to year comparatives. set out in the consolidated statement of comprehensive income expressed as a
percentage of opening equity shareholders' funds.
Leisure EBITDA or EBITDA is an alternative performance measure for the Snozone
business. It excludes Depreciation, Amortisation, (notional) Interest, Tax Total shareholder return (TSR) is a performance measure of the Group's share
and non-operational one-off items. It includes rent expense, based on price over time. It is calculated as the share price movement from the
contractual payments adjusted for rent free periods. This provides a measure beginning of the year to the end of the year plus dividends paid, divided by
of Snozone trading performance which removes the profiling impact of IFRS 16 share price at the beginning of the year.
that would otherwise see a significantly higher charge in early years of a
lease and significantly lower net charge in later years.
Variable overhead includes discretionary bonuses and the costs of awards to
Directors and employees made under the 2008 LTIP and other share schemes which
Loan to value (LTV) is the ratio of debt excluding fair value adjustments for are spread over the performance period.
debt and derivatives, to the Market value of properties.
Portfolio information (Unaudited)
At 30 December 2023
Physical data(1)
Number of properties 6
Number of lettable units 543
Size (sq ft - million) 2,047
Valuation data
Properties at independent valuation (£m) 372.8
Adjustments for head leases and tenant incentives (£m) (3.2)
Properties as shown in the financial statements (£m) 369.6
Revaluation loss in the year (£m) 8.1
Initial yield 7.80%
Equivalent yield 8.79%
Reversion 12.2%
Lease length (years)
Weighted average lease length to break 2.8
Weighted average lease length to expiry 4.7
Passing rent (£m) of leases expiring in:
2024 5.2
2025 2.7
2026-2026 9.2
ERV (£m) of leases expiring in:
2024 5.3
2025 2.1
2026-2026 8.7
Passing rent (£m) subject to review in:
2024 0.8
2025 0.5
2026-2026 2.8
ERV (£m) of passing rent subject to review in:
2024 0.8
2025 0.5
2026-2026 3.1
Rental Data
Contracted rent (£m) 37.0
Passing rent (£m) 35.6
ERV (£m per annum) 34.5
ERV movement (like-for-like) 0.1
Occupancy 93.4%
EPRA performance measures (Unaudited)
As at 30 December 2023
Note 2023 2022
EPRA earnings (£m) 5a 10.5 8.8
EPRA earnings per share (diluted) 5a 5.6p 5.3p
EPRA reinstatement value (£m) 13 201.2 177.4
EPRA net reinstatement value per share 13 88p 103p
EPRA net tangible assets (£m) 13 201.2 177.4
EPRA net tangible assets per share 13 88p 103p
EPRA net disposal value (£m) 13 213.9 197.5
EPRA net disposal value per share 13 94p 115p
EPRA LTV (see below) 45.8% 44.4%
EPRA cost ratio (including direct vacancy costs) 47.6% 48.6%
EPRA cost ratio (excluding vacancy costs) 39.1% 37.8%
Like-for-like ERV growth (£m)(1) 0.1 1.0
EPRA vacancy rate 2023 2022
£m £m
Estimated rental value of vacant space 2.6 2.6
Estimated rental value of whole portfolio 34.5 33.4
EPRA vacancy rate(2) 7.5% 7.7%
EPRA net initial yield and EPRA topped-up net initial yield 2023 2022
£m £m
Investment property 372.8 322.8
Completed property portfolio 372.8 322.8
Allowance for capital costs 14.8 16.8
Allowance for estimated purchasers' costs 22.5 21.9
Grossed up completed property portfolio valuation 410.1 361.4
Annualised cash passing rental income 35.6 30.5
Property outgoings (3.1) (6.7)
Annualised net rents 32.5 23.8
Add: notional rent expiration of rent free periods or other lease incentives 0.5 1.3
Topped up annualised rent 33.0 25.1
EPRA net initial yield 7.9% 6.6%
EPRA topped-up net initial yield 8.0% 7.0%
( )
(1) Like-for-like ERV growth is based on the Group's portfolio of five
properties with fair value of £372.8 million (2022: £322.8 million).
(2) Further analysis on occupancy is given in the Operating Review within this
statement.
EPRA LTV Metric Proportional Consolidation
Group £m Share of Joint Ventures £m Share of Material Associates £m Non-controlling Interests £m Combined £m
Loan Borrowings 199.0 - - - 199.0
Net payable 8.2 8.2
Cash and cash equivalents (36.3) - - - (36.3)
Net Debt 170.9 - - - 170.9
Investment properties at fair value 372.8 - - - 372.8
Total Property Value 372.8 - - - 372.8
LTV % 45.8% - - - 45.8%
EPRA performance measures (continued) (Unaudited)
As at 30 December 2023
EPRA Cost ratios 2023 2022
£m £m
Cost of sales (adjusted for IFRS head lease differential) 31.1 32.1
Administrative costs 9.7 10.9
Service charge income (8.2) (10.5)
Management fees (1.2) (2.3)
Snozone (indoor ski operation) costs (14.0) (12.9)
Less inclusive lease costs recovered through rent (2.3) (1.5)
EPRA costs (including direct vacancy costs) 15.1 15.8
Direct vacancy costs (2.7) (3.5)
EPRA costs (excluding direct vacancy costs) 12.4 12.3
Gross rental income 34.7 34.7
Less ground rent costs (0.7) (0.7)
Less inclusive lease costs recovered through rent (2.3) (1.5)
Gross rental income 31.7 32.5
EPRA cost ratio (including direct vacancy costs) 47.6% 48.6%
EPRA cost ratio (excluding vacancy costs) 39.1% 37.8%
Property related capital expenditure 2023 2022
All figures in £m Note Group (excl. Joint Ventures) Joint Ventures (prop. share) Total Group Group (excl. Joint Ventures) Joint Ventures (prop. share) Total Group
Acquisitions 43.0 - 43.0 - - -
Development 6 1.2 - 1.2 5.8 - 5.8
Investment properties:
Incremental letting space - - - - - -
No incremental letting space 6 13.3 - 13.3 3.2 - 3.2
Other - - - - - -
Total Capital expenditure 6 57.5 - 57.5 9.0 - 9.0
Conversion from accrual to cash basis 5.5 - 5.5 1.6 - 1.6
Total capital expenditure on cash basis 63.0 - 63.0 10.6 - 10.6
EPRA vacancy rate 2023 2022
£m £m
Estimated rental value of vacant space 2.6 2.6
Estimated rental value of whole portfolio 34.5 33.4
EPRA vacancy rate(2) 7.5% 7.7%
EPRA net initial yield and EPRA topped-up net initial yield 2023 2022
£m £m
Investment property 372.8 322.8
Completed property portfolio 372.8 322.8
Allowance for capital costs 14.8 16.8
Allowance for estimated purchasers' costs 22.5 21.9
Grossed up completed property portfolio valuation 410.1 361.4
Annualised cash passing rental income 35.6 30.5
Property outgoings (3.1) (6.7)
Annualised net rents 32.5 23.8
Add: notional rent expiration of rent free periods or other lease incentives 0.5 1.3
Topped up annualised rent 33.0 25.1
EPRA net initial yield 7.9% 6.6%
EPRA topped-up net initial yield 8.0% 7.0%
( )
(1) Like-for-like ERV growth is based on the Group's portfolio of five
properties with fair value of £372.8 million (2022: £322.8 million).
(2) Further analysis on occupancy is given in the Operating Review within this
statement.
EPRA LTV Metric Proportional Consolidation
Group £m Share of Joint Ventures £m Share of Material Associates £m Non-controlling Interests £m Combined £m
Loan Borrowings 199.0 - - - 199.0
Net payable 8.2 8.2
Cash and cash equivalents (36.3) - - - (36.3)
Net Debt 170.9 - - - 170.9
Investment properties at fair value 372.8 - - - 372.8
Total Property Value 372.8 - - - 372.8
LTV % 45.8% - - - 45.8%
EPRA performance measures (continued) (Unaudited)
As at 30 December 2023
EPRA Cost ratios 2023 2022
£m £m
Cost of sales (adjusted for IFRS head lease differential) 31.1 32.1
Administrative costs 9.7 10.9
Service charge income (8.2) (10.5)
Management fees (1.2) (2.3)
Snozone (indoor ski operation) costs (14.0) (12.9)
Less inclusive lease costs recovered through rent (2.3) (1.5)
EPRA costs (including direct vacancy costs) 15.1 15.8
Direct vacancy costs (2.7) (3.5)
EPRA costs (excluding direct vacancy costs) 12.4 12.3
Gross rental income 34.7 34.7
Less ground rent costs (0.7) (0.7)
Less inclusive lease costs recovered through rent (2.3) (1.5)
Gross rental income 31.7 32.5
EPRA cost ratio (including direct vacancy costs) 47.6% 48.6%
EPRA cost ratio (excluding vacancy costs) 39.1% 37.8%
Property related capital expenditure
2023
2022
All figures in £m
Note
Group (excl. Joint Ventures)
Joint Ventures (prop. share)
Total Group
Group (excl. Joint Ventures)
Joint Ventures (prop. share)
Total Group
Acquisitions
43.0
-
43.0
-
-
-
Development
6
1.2
-
1.2
5.8
-
5.8
Investment properties:
Incremental letting space
-
-
-
-
-
-
No incremental letting space
6
13.3
-
13.3
3.2
-
3.2
Other
-
-
-
-
-
-
Total Capital expenditure
6
57.5
-
57.5
9.0
-
9.0
Conversion from accrual to cash basis
5.5
-
5.5
1.6
-
1.6
Total capital expenditure on cash basis
63.0
-
63.0
10.6
-
10.6
Capital tenant incentives of £1.4 million were paid during the year (2022:
£0.9 million). Amortisation of £0.5 million was recognised in the income
statement (2022: £0.6 million).
Capital expenditure
Refurbishment expenditure in respect of major works is capitalised. Renovation
and refurbishment expenditure of a revenue nature is expensed as incurred. Our
business model for developments is to use a combination of in-house staff and
external advisers. The cost of external advisers is capitalised to the cost of
developments. The cost of staff working on developments is capitalised subject
to meeting certain criteria related to the degree of time spent on and the
nature of specific projects. Staff costs amounting to £nil (2022: £nil) have
been capitalised as development costs during the year.
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