REG - abrdn Euro Logistics - Final Results
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RNS Number : 3895B abrdn European Logistics Income plc 22 April 2026
21 April 2026
LEI: 213800I9IYIKKNRT3G50
abrdn European Logistics Income plc
FULL YEAR RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
Realising assets in the Company's portfolio in an orderly manner
abrdn European Logistics Income plc ("ASLI" or the "Company"), the Continental
European investor in modern warehouses, which is managed by Aberdeen,
announces its full year results for the year to 31 December 2025.
For further information please contact:
Aberdeen Investments +44 (0) 20 7156 2382
Ben Heatley
Investec Bank plc +44 (0) 20 7597 4000
David Yovichic
Denis Flanagan
FTI Consulting +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Highlights as at 31 December 2025
2025 2024
IFRS net asset value (€'000) 138,260 374,108
Net asset value per share (¢)1 33.5 90.8
Ordinary dividend paid per share (¢) 4.03 3.36
Net asset value total return (EUR) (%)1 (11.2%) 0.9%
Share price total return (GBP)(%) 1 24.2% 0.1%
Discount to net asset value per share (%)1 (9.2%) (21.9%)
Ongoing charge ratio (%)1 1.8% 1.5%
Gearing1 27.6% 37.0%
1 Alternative performance measurements
Overview
Chairman's Statement
I am pleased to present the Company's annual report for the year ended 31
December 2025.
My fellow Directors and I greatly appreciate the continued support we have
received from Shareholders over the year. The Board has remained committed to
the managed wind-down, with the objective of realising all portfolio assets,
repaying borrowings and returning capital to Shareholders in a timely manner,
while seeking to achieve the best available value on each disposal.
The asset disposal programme is now well advanced. To date, 25 of the original
27 assets have now been sold, generating aggregate gross sales proceeds of
over €507 million before the repayment of associated debt.
Of the two remaining assets, one is currently under offer, subject to detailed
due diligence and the anticipated signing of sales agreements. Completion is
currently expected in early Q2 2026.
One asset remains to be sold and the Manager continues to pursue a disposal.
Although the process had been advancing, progress has been slower in recent
weeks as heightened geopolitical uncertainty, including the situation
involving Iran, together with wider macroeconomic concerns, has affected buyer
confidence and transaction timetables for larger asset purchases.
Over the course of 2025, the Company made four capital distributions to
Shareholders through the Shareholder-approved B share Scheme, returning an
aggregate 39 pence per Ordinary Share, equivalent to approximately £160.75
million.
Overall, when taking into account the assets sold to date, achieved pricing
and the pace of capital return, the Board is satisfied with progress thus far
and current indications suggest the wind-down should be completed broadly in
line with its original value expectations.
On 12 January 2026 the Company announced that it had received a requisition
request from DL Invest Group ISR SARL ("DL Invest"), the Company's largest
Shareholder, requiring the Directors to convene a general meeting of the
Company. Following the requisitioned general meeting, which was held on Friday
20 February 2026, the Board announced that neither of the resolutions proposed
by DL Invest had been passed. Excluding the votes cast by DL Invest in favour
of its own resolutions to change the Company's managed wind-down investment
objective and policy and to replace the Manager, only a further 0.9% of the
votes cast were in favour.
Portfolio Sales Review
During the year, the Company made substantial progress with its disposal
programme and completed the sale of the following assets:
· Two multi-let warehouses located in Flörsheim and Erlensee,
Germany, for aggregate consideration of approximately €66.5 million;
· The Gavilanes, Madrid portfolio, together with two further
Spanish assets, for a net consideration of approximately €176 million;
· Three Dutch warehouses for consideration of approximately €62
million;
· Three multi-let warehouse estates located in Krakow, Lodz and
Warsaw, Poland, for aggregate consideration of approximately €84 million;
and
· Two French warehouses to tenant Dachser France for
aggregate consideration of approximately €15.6 million.
Since the year end, the Company has completed the following additional sales:
· The asset located in Gevrey, Dijon, for consideration
of approximately €7.9 million;
· The warehouse in Waddinxveen, the Netherlands, for
consideration of €35 million; and
· The warehouse located in Noves, near Avignon, for
consideration of €47.5 million.
Further details of these asset sales are set out in the Investment Manager's
review.
B Share Scheme (the 'Scheme')
During the year, the Board used the Shareholder-approved B Share Scheme to
return capital to Shareholders following asset sales.
B Shares of one penny each were issued to all Shareholders by way of a bonus
issue and immediately redeemed, equivalent to 4.0, 12.0, 13.0 and 10.0 pence
per Ordinary Share and paid respectively on 20 March, 13 August, 30 September
and 30 December 2025.
Following these four returns of capital, Shareholders had received an
aggregate 39.0 pence per Ordinary Share by the end of the year, with the
Company returning a total of £160.75 million.
Shareholders are reminded that no share certificates have been issued in
respect of the B Share Scheme. B Shares have been issued and redeemed by the
Company's registrar, Equiniti, with each redemption undertaken shortly after
issue. In accordance with their terms, all B Shares in issue were compulsorily
redeemed and cancelled for an amount equal to the nominal value of one penny
paid up on each B Share.
Results
The audited Net Asset Value ("NAV") per Ordinary Share as at 31 December 2025
was 33.5 euro cents (GBp: 29.3p). Allowing for the estimated costs of the
realisation of the portfolio, including broker and transaction fees, the NAV
per Ordinary Share was 32.6 euro cents (GBp: 28.4p). As noted in previous
statements, further latent CGT, currently estimated to be up to 1.2p per
Ordinary Share, may be incurred depending on the structure and pricing of the
remaining disposals.
Including the interim dividends declared during the year, the NAV total
return, excluding realisation costs, was -11.2% in euro terms and -6.3% in
sterling terms. The closing Ordinary Share price at 31 December 2025 was 26.6p
(31 December 2024: 58.8p), representing a discount to NAV per Share (excluding
realisation costs) of 9.2%.
Dividend
In aggregate, distributions of 3.06 euro cents per Ordinary Share were paid in
respect of the 2025 financial year (2024: 3.36 euro cents). The equivalent
sterling amount paid was 2.63 pence per Ordinary Share. Three interim
distributions of 1.06 euro cents, 1.00 euro cents and 1.00 euro cents per
Ordinary Share (equivalent to 0.89 pence, 0.86 pence and 0.88 pence
respectively) were declared during the year and paid on 30 June 2025, 29
September 2025 and 30 December 2025.
As the disposal programme has progressed, the day-to-day operating costs of
the Company and its SPVs are increasingly being met from capital, with such
costs reflected in the NAV as they are incurred. The Board continues to keep
these costs under close review.
Financing
At the year end, the Company's fixed rate debt facilities totalled €58.2
million (31 December 2024: €235.7 million), with an average all-in interest
rate of 2.51%. The loan-to-value (LTV) was 27.6%.
The Berlin Hyp loan of €34.3 million, which had originally been due to
expire in June 2025, was extended for a further year to 6 June 2026, with no
early repayment charges applicable in the event assets were sold before that
date. Following the extension, the loan moved to a three-month floating rate
basis and the all-in interest rate, including the bank margin, increased from
1.35% to 3.30%.
Following the sale of Waddinxveen in March 2026, this loan was repaid in full.
The only remaining fixed debt facility is that secured against the Den Hoorn
property, in the amount of €23.9 million, with an all-in interest rate of
1.38%. This facility expires on 14 January 2028.
During the managed wind-down, the level of gearing will fluctuate as assets
are sold and debt is repaid in the most efficient manner possible. The maximum
LTV permitted under the Company's prospectus is 50%. Banking covenants are
reviewed by the Investment Manager and the Board on a regular basis.
Annual General Meeting
The Company's Annual General Meeting will be held in London on 1 June 2026 at
the offices of Aberdeen Group plc at 18 Bishops Square, London E1 6EG at 11:00
a.m. The formal Notice of AGM may be found on page 135 of the published Annual
Report and financial statements for the year ended 31 December 2025.
In addition to the usual resolutions, in order to continue to assist with the
process of distributing net disposal proceeds to Shareholders, the Company is
proposing to cancel the amount standing to the credit of the Capital
Redemption Reserve of the Company. Resolution 11, which is being proposed as a
Special Resolution, requires to be passed by a minimum of 75% of the votes
cast by Shareholders entitled to vote. This resolution seeks the approval of
Shareholders for the cancellation of the Company's current Capital Redemption
Reserve and following Court approval the setting up of a further special
reserve for the distribution of capital.
I would urge all Shareholders to support all resolutions being put to the AGM
and in particular Resolution 11 which will allow for returns of capital
following further sales.
Outlook
While the Board remains satisfied with the progress of the managed wind-down
to date, the timing of the sale of the remaining asset not already subject to
a signed sale agreement may be impacted by current global market conditions
and wider geopolitical uncertainty.
The Board and the Investment Manager continue to balance the objective of
achieving the best available value on disposal against the ongoing operating
costs of the Company, while maintaining a clear focus on returning capital to
Shareholders. The Board remains hopeful of completing the final sale and being
in a position to place the Company into liquidation in the second half of this
year. However, heightened levels of risk are expected to persist, driven by
prolonged trade tensions, weaker consumer sentiment and geopolitical
uncertainty, including the situation involving Iran, all of which may weigh on
export-led logistics demand and wider market activity.
The Board and its advisers also continue to engage with DL Invest regarding
its interest in taking over the management of the Company. The Board will
consider any fully developed and appropriately costed proposal only where it
believes there is a clear benefit for Shareholders as a whole and where such
proposal does not prejudice or delay the final stages of the managed wind-down
or the return of capital to Shareholders.
Tony Roper
Chairman
21 April 2026
Strategic Report
Overview of Strategy
The Company
The Company, whose shares are admitted to the Official List of the Financial
Conduct Authority and to trading on the main market of London Stock Exchange
plc, is a UK investment trust. The Company was incorporated in England and
Wales on 25 October 2017 with registered number 11032222 and launched on 15
December 2017.
Investment Objective
At a General Meeting of the Company held on 23 July 2024 Shareholders approved
a revised investment objective and investment policy. The revised investment
objective is to realise all existing assets in the Company's portfolio in an
orderly manner.
Investment Policy (With effect from 23 July 2024)
The Company has pursued its investment objective by effecting an orderly
realisation of its assets while seeking to balance maximising returns for
Shareholders against the timeframe for disposal. The Company has ceased to
make any new commercial real estate acquisitions. Capital expenditure is
permitted where it is deemed necessary or desirable by the Board in connection
with the realisation, primarily where such expenditure is necessary to protect
or enhance an asset's realisable value.
Diversification of Risk
The net proceeds from realisations is being used to repay borrowings and make
timely returns of capital to Shareholders (net of provisions for the Company's
costs and expenses) in such manner as the Board considers appropriate.
Any cash received by the Company as part of the realisation process is being
held by the Company as cash on deposit and/or in liquid cash equivalents
securities (including direct investment in UK treasuries and/or gilts, funds
holding such investments, money market or cash funds and/or short-dated
corporate bonds or funds that invest in such bonds) pending its return to
Shareholders.
Borrowings and gearing
The Company has not taken any new borrowings during the year and it is not
anticipated to take on any new borrowings during the remaining period of the
managed wind-down.
The Company's net gearing, calculated as total borrowings less cash/cash
equivalents (including money market funds) as a percentage of the Company's
gross assets, will not exceed 50%. In the event net gearing exceeds 50%, the
Board will look to rectify this position as soon as practicable.
Any material change to the Company's investment policy set out above will
require the approval of Shareholders by way of an ordinary resolution at a
general meeting and the approval of the Financial Conduct Authority.
Non-material changes to the investment policy may be approved by the Board.
Comparative Index
The Company does not have a benchmark.
Duration
The Company is in managed wind-down. Refer to the Chairman's Statement for
further details and the circular dated 5 July 2024 issued by the Company.
Key Performance Indicators (KPIs)
The Board uses a number of financial performance measures to assess the
Company's success in achieving its objective and to determine the progress of
the Company in pursuing its Investment Policy.
Following the progress made with the managed wind-down during the year, EPRA
performance measures are no longer appropriate indicators of performance,
given the Company's current focus on asset realisation and capital returns
rather than ongoing property investment and portfolio growth. As a result,
EPRA measures are no longer disclosed and are not considered Alternative
Performance Measures for the purposes of the Company's ongoing reporting.
The main KPIs identified by the Board in relation to the Company, which are
considered at each Board meeting, are as follows:
KPI Description
Portfolio realisation The Board monitors the rate of portfolio realisation and balances the
requirement to return cash to Shareholders with the aim of achieving best
value for Shareholders. Refer to Chairman's Statement and Investment Manager's
Review for further information on asset sales.
Net asset value total return (EUR) 1 The Board considers the NAV total return to be the best indicator of
performance over time and is therefore the main indicator of performance used
by the Board. Performance for the year and since inception is set out on page
17 of the published Annual Report and Financial Statements for the year ended
31 December 2025.
Share price total return (GBP) 1 The Board also monitors the price at which the Company's shares trade on a
total return basis over time. A graph showing the share price performance is
shown on page 41 of the published Annual Report and Financial Statements for
the year ended 31 December 2025.
Premium/ (Discount)1 The premium/(discount) relative to the NAV per share represented by the share
price is monitored by the Board. Calculation of discount to NAV is shown in
the Glossary in the published Annual Report and Financial Statements for the
year ended 31 December 2025.
Ongoing charges ratio ("OCR")1 The OCR is the ratio of expenses as a percentage of average daily
shareholders' funds calculated in accordance with the industry standard. As
asset sales progress and funds are returned to Shareholders, ongoing
operational expenses will become a larger percentage of net assets. The Board
carefully reviews all ongoing costs to ensure best value can be attained for
Shareholders. The Company's OCR is disclosed in the Glossary in the published
Annual Report and Financial Statements for the year ended 31 December 2025.
Liquidation net asset value (NAV)1 Following the announcement of the managed wind-down, the Company also prepares
a net asset value on a liquidation basis that includes deduction of the
estimated costs associated with liquidation of the properties and companies.
In addition to IFRS net asset value, the board monitors net asset value on a
liquidation basis. The Company's Liquidation NAV is disclosed in the Glossary
in the published Annual Report and Financial Statements for the year ended 31
December 2025.
1 Alternative performance measures - see glossary in the published Annual
Report and Financial Statements for the year ended 31 December 2025.
Under the terms of the Management Agreement, the Company has appointed abrdn
Fund Managers Limited as the Company's alternative investment fund manager
("AIFM") for the purposes of the AIFM Rules. The AIFM has delegated portfolio
management to the Danish Branch of abrdn Investments Ireland Limited which
acts as Investment Manager.
Pursuant to the terms of the Management Agreement, the AIFM is responsible for
portfolio and risk management on behalf of the Company and will carry out the
ongoing oversight functions and supervision and ensure compliance with the
applicable requirements of the AIFM Rules. The AIFM and the Investment Manager
are both legally and operationally independent of the Company.
Dividend Policy
Subject to compliance with all legal requirements the Company paid interim
dividends on a quarterly basis in 2025. As the portfolio asset disposal
programme has progressed, the income generated by the Company has fallen
significantly. As a result, the Company's ability to maintain the previous
levels and frequency of distributions has decreased. Ad hoc distributions may
be required to ensure that the Company's investment trust status is maintained
through the wind-down process and distributions may also be used to facilitate
the return of disposal proceeds to Shareholders.
The Company declares dividends in Euros, but shareholders will receive
dividend payments in Sterling Distributions made by the Company may take the
form of either dividend income or ''qualifying interest income'' which may be
designated as interest distributions for UK tax purposes.
Principal Risks and Uncertainties
Principal Risks and Uncertainties There are a number of risks which, if
realised, could have a material adverse effect on the Company and its
financial condition, performance and prospects. The Board has carried out a
robust assessment of the principal risks as set out below, ordered by category
of risk, together with a description of the mitigating actions taken by the
Board. The Board confirms that it has a process in place for regularly
reviewing emerging risks that may affect the Company in the future whilst
recognising that the ultimate aim is to sell all of the Company's assets and
seek shareholder approval to appoint a liquidator in due course. The Board
collectively discusses with the Investment Manager areas where there may be
emerging risk themes and maintains a register of these. Such risks may
include, but are not limited to, future pandemics, the increasing developments
in AI, cybercrime, and longer-term climate change. In the event that an
emerging risk has gained significant weight or importance, that risk is
categorised and added to the Company's risk register and is monitored
accordingly
The Board continues to be very mindful of the ongoing military offensive
against Iran. This geopolitical event has caused global market disruption,
with heightened uncertainty surrounding the potential short and medium-term
implications for investment markets. The conflict did not impact real estate
valuations as at 31 December 2025, being the financial year-end for the Group.
However, the outlook for markets remains volatile and continues to be
monitored. The indicators below show how the Board's views on the stated risks
have evolved over the last year. In particular, with the Shareholder approved
managed wind-down nearing completion, Health and Safety risk (Investment and
Asset Management) and Gearing risk (Financial) are no longer considered to be
principal risks whilst tax status risk (Compliance) and Influence of a major
shareholder risk (Shareholder) have been added as new principal risks.
Description Mitigating Action Increasing/
Decreasing/
Stable Risk
Strategic Risk: Strategic Objectives and Performance - The Company's revised The Company's strategy and objectives are regularly reviewed by the Board to
strategic objective and performance, both absolute and relative, become ensure they remain appropriate and effective. The Board undertook a full
unattractive to investors leading to a widening of the discount, potential strategic review, advised by Investec, and consulted larger shareholders Increasing
hostile shareholder actions and the Board fails to adapt the strategy and/or before concluding that a managed wind-down was in the best interests of
respond to investor demand. shareholders as a whole. Shareholders approved a change in the investment
objective on 23 July 2024.
Lack of buying interest for assets, lengthy sales processes and mismatched
debt repayments may all impact shareholder value. In addition:
- The Board meets regularly with the Manager to receive updates on
the sales process, valuations and preparedness of assets for sale.
- The Board receives regular presentations on the economy and also
the property market to identify structural shifts and threats.
- There is regular contact with shareholders both through the
Manager and the broker with additional direct meetings undertaken by the
Chairman and other Directors.
- Board reports are prepared by the Manager detailing performance,
NAV return and detailed analysis of the sales programme including timelines
for expected sales and return of cash to shareholders.
- Cash flow projections are prepared by the Manager and reviewed
quarterly by the Board.
- The Manager maintains regular dialogue with lending banks and has
extended/ repaid loans where necessary.
- The Board has sought and received advice from tax advisers
pertaining to the maintenance of Investment Trust status through the managed
wind-down.
- Shareholder/market reaction to Company announcements is monitored.
Shareholder Risk: Influence of a major shareholder - The Company's largest - On 20 February 2026 shareholders voted against the resolutions Increasing
shareholder owns c.17.9% of voting shares. With certain Company resolutions, proposed by the Company's largest shareholder at a requisitioned general
including to place the affairs of the Company in the hands of a liquidator or meeting to change the Company's current managed wind-down investment objective
cancelling certain capital reserves, requiring special resolutions to be and to change the Manager.
passed by shareholders, a large shareholder could block such resolution/s
being passed if shareholder turnout was sufficiently low. - Shareholders have expressed a desire that the managed wind-down is
completed and capital returned.
- Outside the Company's largest shareholder, no other large
shareholder has expressed an intention to support a change to the Company's
investment objective.
- Company broker provides regular feedback.
- Chairman is available for one-to-one meetings with all
shareholders.
- Aberdeen Investor Relations provides close and regular contact
with investors.
Investment and Asset Management Risk: Investment Strategy - Poorly judged - Aberdeen has real estate research and strategy teams which provide Increasing
asset management initiatives, length of time taken to complete remaining performance forecasts for different sectors and regions.
disposals leading to reduced capital returns to shareholders
- There is a team of experienced portfolio managers who have
detailed knowledge of the markets in which they operate.
- Aberdeen has a detailed investment process for disposals that is
required to be signed off internally before the Board reviews any final
decision.
- The Board is very experienced with Directors having a good
knowledge of property markets.
- The Board keeps costs under review with contracts
terminated/negotiated to reduce fees and manage costs appropriately.
Financial Risks: Macroeconomic/ - The Manager's research teams take into account macroeconomic Increasing
conditions when collating forecasts. This research is fed into Investment
Geopolitical - Macroeconomic changes (e.g. levels of GDP, employment, Manager decisions regarding remaining disposals.
inflation, interest rate and FX movements), political changes (e.g. new
legislation) or structural changes (e.g. new technology or demographics) - Rigorous portfolio reviews are undertaken by the Manager and
negatively impact commercial property values and the underlying businesses of presented to the Board on a regular basis.
tenants (market risk and credit risk). Impact on demand for assets during the
US/ Iranian conflict and effect on timing of managed wind-down plans.
Financial Risks: Credit Risk - Credit Risk - the risk that the - The property portfolio has significantly reduced and the financial Decreasing
tenant/counterparty will be unable or unwilling to meet a commitment entered performance of remaining tenants continues to be monitored during their lease.
into with the Group: failure of a tenant to pay rent or failure of a deposit
taker, or a current exchange rate swap counterparty. At the date of this - Rent collection from tenants is closely monitored so that early
report only two assets remained unsold with 25 of the original 27 assets sold. warning signs might be detected.
- Deposits are spread across various approved banks and AAA rated
liquidity funds.
Financial Risks: Insufficient Income Generation - Lower than anticipated - Financial projections are reviewed by the Board at regular board Increasing
income generation due to significant reduction in income during the managed meetings. Costs are closely monitored and dividends are paid only to maintain
wind-down resulting in ongoing operational costs being met from capital, thus investment trust status.
reducing the capital returns available to shareholders.
Operational Risks: Service Providers - Poor performance/inadequate procedures - There is an experienced Investment Manager and Asset Management Team Stable
at service providers leads to error, fraud, non-compliance with contractual and the IMA has been revised to include key person risk wording.
agreements and/or with relevant legislation or the production of inaccurate or
insufficient information for the Company (NAV, Board Reports, Regulatory - The Company has engaged an experienced registrar: Equiniti is a
Reporting) or loss of regulatory authorisation. Key service providers include reputable worldwide organisation.
the AIFM, Company Secretary, the Depositary, the Custodian, the managing
agents, lending banks, the Company's Auditor and the Company's registrar. - All service providers have a strong control culture that is
regularly monitored.
- The Manager aims to meet all service providers once a year and the
Management Engagement Committee reviews all major
service providers annually.
- The Company has the ability to terminate contracts.
Operational Risks: Business continuity - Business continuity risk to any of - The Manager has a detailed business continuity plan in place with a Stable
the Company's service providers or properties, following a catastrophic event separate alternative working office if required and the ability for the
e.g. pandemic, terrorist attack, cyber-attack, power disruptions or civil majority of its workforce to work from home.
unrest, leading to disruption of service, loss of data etc.
- The Manager has a dedicated Chief Information Security Officer who
leads the Chief Information Security Office covering the following functions:
Security Operations & Delivery, Security Strategy, Architecture &
Engineering, Data Governance & Privacy, Business Resilience, Governance
& Risk, Security & IT.
- Properties within the portfolio are all insured.
- The IT environment of service providers is reviewed as part of the
initial appointment and on an ongoing basis.
Compliance Risk: Tax status - Investment trust status could be impacted as the - The Company uses experienced tax advisers and has sought Increasing
managed wind-down progresses if shareholders did not support proposed additional external advice on investment trusts status through the managed
resolutions resulting in taxation penalties. wind-down
- Aberdeen in-house tax team is experienced and highly involved with
the Company's tax affairs.
- The Board maintains close contact with all major shareholders
either directly or through the Company broker.
Increasing
Promoting the Company
The Board recognises the importance of maintaining shareholder awareness of
the Company during its managed wind-down. The Board believes an effective way
to achieve this is through continued subscription to, and participation in,
the promotional programme run by Aberdeen on behalf of a number of investment
trusts under its management, albeit at a lower, renegotiated rate to reflect
the changes following the decision to implement the managed wind-down of the
portfolio. This rate remains under review as assets are sold and costs are
regularly considered by the Board. The Company's financial contribution to the
programme is matched by Aberdeen. Aberdeen's marketing team reports quarterly
to the Board giving analysis of activities as well as updates on the
shareholder register and any changes in the make-up of that register.
The purpose of the programme in its reduced form is to communicate effectively
with existing investors and provide updates as the managed wind-down
progresses.
Board Diversity
The Board recognises the importance of having a range of skilled, experienced
individuals with the right knowledge represented on the Board in order to
allow the Board to fulfil its obligations. The Board also recognises the
benefits and is supportive of the principle of diversity in its recruitment of
new Board members. The Board will not display any bias for age, gender, race,
sexual orientation, religion, ethnic or national origins, or disability in
considering the appointment of its Directors. The Board will continue to
ensure that any future appointments are made on the basis of merit against the
specification prepared for each appointment and, therefore, the Company does
not consider it appropriate to set diversity targets. At 31 December 2025,
there were two male Directors and one female Director on the Board. The
decision to wind-down the portfolio which will lead to the liquidation of the
Company and the Board's decision not to appoint any further Directors in this
relatively short time period, means that the Company does not comply with the
listing rule requirements relating to diversity.
Sustainable and Responsible Investment
Policy and Approach
Further details on Aberdeen's Sustainable and Responsible Investment Policy
and Approach for Direct Real Estate are available at aberdeeninvestments.com.
Environmental, Social and Human Rights Issues
The Company has no employees as the Board has delegated day to day management
and administrative functions to abrdn Fund Managers Limited. There are
therefore no disclosures to be made in respect of employees. The Company's
socially responsible investment policy is outlined in the Investment Manager's
Review.
Due to the nature of the Company's business, being a Company that does not
offer goods and services to customers, the Board considers that it is not
within the scope of the Modern Slavery Act 2015 ("MSA"). The Company is not
required to make a slavery and human trafficking statement. The Board
considers the Company's supply chains, dealing predominantly with professional
advisers and service providers in the financial services industry, to be low
risk in relation to this matter. A copy of the Investment Manager's statement
on compliance with the Modern Slavery Act is available for download at
aberdeeninvestments.com
The bulk of emissions relating to properties owned by the Company are the
responsibility of the tenants and any emissions relating to the Company's
registered office are the responsibility of Aberdeen Group plc.
The Company has no direct greenhouse gas emissions to report from the
operations of its business, although it is responsible for low emissions
generated at certain properties within its portfolio reportable under the
Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013,
see page 117 of the published Annual Report and Financial Statements for the
year ended 31 December 2025.
Viability Statement
On 24 June 2024, Shareholders voted against the continuation of the Company
and, on 23 July 2024, approved a change in investment objective and investment
policy allowing the Company to proceed with a managed wind-down and an orderly
realisation of assets, returning capital to Shareholders. Further, following
the general meeting requisitioned by DL Invest Group ISR SARL ("DL Invest")
which was held on Friday 20 February 2026, the Company announced that neither
of the resolutions proposed by DL Invest to change the Company's managed
wind-down investment objective and policy and to replace the Manager had
passed. The Company is therefore preparing its financial statements on a basis
other than going concern.
The Company is in managed wind-down but the Board formally considers risks and
strategy at least annually. For the purposes of this viability statement the
Board has decided that a period of three years is an appropriate period over
which to report, although the Board currently expects to have completed the
wind-down of the portfolio and put forward proposals for the appointment of a
liquidator by no later than the end of 2026.
In assessing the viability of the Company over the review period the Directors
have conducted a robust review of the principal risks focusing upon the
following factors:
· The ongoing portfolio sales process;
· The principal risks detailed in the Strategic Report;
· The demand for the Company's shares evidenced by the historical level
of premium or discount;
· The level of income generated by the Company and the stability of
tenants;
· The level of gearing including the requirement to meet lending
covenants, negotiate new facilities and repay or refinance existing
facilities; and
· The flexibility of the Company's remaining bank facilities for any
extension of maturity dates and repayment of these facilities as they fall
due.
The Company has modelled severe but plausible downside scenarios for the
execution of the managed wind-down proposal, considering different market
conditions and risks associated with the repayment of debt. The Directors
receive regular updates from the Investment Manager on the execution of the
managed wind-down plan outlining the timings for expected disposal proceeds to
be received which are reviewed in conjunction with the debt maturity profile.
Throughout the year the Investment Manager has engaged with the Company's
partner banks in order to mitigate the risk of debt repayments as they fall
due. Subsequent to the year end, following the repayment of all bar one of the
underlying loan facilities, this risk has reduced significantly.
Accordingly, considering the Company's current position and the potential
impact of its principal risks and uncertainties, the Directors have a
reasonable expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due to enable the realisation of the
assets in the Company's portfolio in an orderly manner. In making this
assessment, the Board has considered that matters such as significant economic
uncertainty, stock market volatility and changes in investor sentiment could
have an impact on its assessment of the Company's prospects and viability in
the future.
The Directors have considered the Company's income and expenditure projections
and believe that they meet the Company's funding requirements.
s172 Statement
The Board is required to describe to the Company's Shareholders how the
Directors have discharged their duties and responsibilities over the course of
the financial year under section 172 (1) of the Companies Act 2006 (the "s172
Statement"). This s172 Statement requires the Directors to explain how they
have promoted the success of the Company for the benefit of its members as a
whole, taking into account the likely long-term consequences of decisions, the
need to foster relationships with all stakeholders and the impact of the
Company's operations on the environment.
The Board's philosophy is that the Company should operate in a transparent
culture where all parties are treated with respect and provided with the
opportunity to offer practical challenge and participate in positive debate
which is focused on the aim of achieving the expectations of Shareholders and
other stakeholders alike. The Company does not have any employees. However,
the Board reviews the culture and manner in which the Investment Manager
operates at its regular meetings and receives regular reporting and feedback
from the other key service providers.
The Company's Board of Directors sets the investment objective and policy as
published in the most recent prospectus, monitors the performance of all
service providers and is responsible for reviewing strategy on a regular
basis.
Key Stakeholders
A key stakeholder and service provider for the Company is the Alternative
Investment Fund Manager (the "Investment Manager") and this relationship is
reviewed at each Board meeting and relationships with other service providers
are reviewed at least annually.
Shareholders are seen as key stakeholders in the Company. The Board seeks to
meet at least annually with shareholders at the Annual General Meeting. This
is seen as a very useful opportunity to understand the needs and views of the
shareholders. In between AGMs the Directors and Investment Manager also offer
programmes of investor meetings with larger institutional, private wealth and
other shareholders to ensure that the Company is meeting their needs. Such
regular meetings may take the form of joint meetings or solely with a Director
where any matters of concern may be raised directly. The Chairman and other
Directors are available to meet and speak with Shareholders throughout the
managed wind-down process.
The European partner lending banks are also key stakeholders. The Company
leverages off the Investment Manager's key relationships with a wide range of
lending banks and the Investment Manager has regular contact with these banks
updating them on the portfolio and valuations and progress towards completing
the managed wind-down of the portfolio.
The other key stakeholder group is that of the underlying tenants that occupy
space in the properties that the Company owns. Historically, the Board has
conducted an annual site visit with the aim of meeting tenants locally and
discussing their businesses and needs and assessing where improvements may be
made or expectations managed. The Investment Manager's asset managers are
tasked with conducting meetings with building managers and tenant
representatives in order to ensure the smooth running of the day-to-day
management of the properties. The Board receives reports on the tenants'
activities at its regular Board meetings.
The Board via the Management Engagement Committee also ensures that the views
of its service providers are heard and at least annually reviews these
relationships in detail. The aim is to ensure that contractual arrangements
remain in line with best practice, services being offered meet the
requirements and needs of the Company and performance is in line with the
expectations of the Board, Manager, Investment Manager and other relevant
stakeholders. Reviews will include those of the Company depositary, custodian,
share registrar, broker, legal adviser and lenders.
The Investment Manager's Report details the key investment decisions taken
during the year and subsequently. The Investment Manager has managed the
Company's assets in accordance with the revised investment objective provided
by shareholders at the General Meeting held in July 2024, under the oversight
of the Board. The Company is aiming to maintain gearing or around 35% during
the liquidation process and the level at the year-end was 27.6%. Aberdeen's
dedicated treasury team has negotiated the debt facilities at competitive
market rates.
The Board will continue to monitor, evaluate and seek to improve these
processes as the Company winds down, to ensure that the liquidation process is
delivered to shareholders and other stakeholders in line with their
expectations.
Future
The Board's view on the portfolio sale process can be found in my Chairman's
Statement whilst the Investment Manager's views on the outlook for the
remaining assets in the portfolio are included in the Investment Manager's
Review.
Tony Roper
Chairman
21 April 2026
Results
Financial Highlights
31 December 2025 31 December 2024
Total assets (€'000) 235,433 661,197
Total equity shareholders' funds (net assets) (€'000) 138,260 374,108
Net asset value per share (cents) (1) 33.5 90.8
Net asset value per share (pence) (1) 29.3 75.3
Share price - (mid market) (pence) 26.6 58.8
Market capitalisation (£'000) 109,638 242,359
Share price discount to sterling net asset value (%)(1) (9.2) (21.9)
Dividends and earnings
Net asset value total return per share (EUR) (%)(1) (11.2) 0.9
Dividends paid per share 4.03c (3.44p) 3.36c (2.85p)
Revenue reserves (€'000) 32,258 29,026
Profit / (loss) (€'000) (33,263) 3,030
Operating costs
Ongoing charges ratio (excluding property costs) (%)(1) 1.8 1.5
Ongoing charges ratio (including property costs) (%) 3.6 2.0
1 Considered to be an Alternative performance measure (see Glossary in the
published Annual Report and Financial Statements for the year ended 31
December 2025 for more information)
Performance
Year ended 31 Year ended 31
December 2025 December 2024 Since Launch
% % %
Share price total return (GBP) 24.2 0.1 1.76
Net asset value total return (EUR) (11.2) 0.9 (4.0)
Dividends declared in respect of the Financial Year to 31 December 2025
Dividend Euro cents equivalent(1) Qualifying interest Euro
Dividend GBP pence Qualifying interest GBP pence cents equivalent
ex-dividend Record Pay date
date date
First interim 0.71 0.85 0.18 0.21 29/05/2025 30/05/2025 30/06/2025
Second interim 0.35 0.41 0.51 0.59 28/08/2025 29/08/2025 29/09/2025
Third interim 0.36 0.41 0.52 0.59 27/11/2025 28/11/2025 30/12/2025
Total 1.42 1.67 1.21 1.39
(1) The interim distributions are paid in GBP to shareholders on the register.
However, over the year shareholders have been able to make an election to
receive distributions in euros.
B Share Capitalisation Issues in respect of the Financial Year to 31 December
2025
B Share Distribution B Shares Pence per B Funds Returned ex-date Record Redemption Pay date
Ratio to Ordinary
Number
Share (£m) date date
shares
1 4 for 1 4.0 16.49 05/03/2025 06/03/2025 07/03/2025 20/03/2025
2 12 for 1 12.0 49.46 29/07/2025 30/07/2025 31/07/2025 13/08/2025
3 13 for 1 13.0 53.58 15/09/2025 16/09/2025 17/09/2025 30/09/2025
4 10 for 1 10.0 41.22 15/12/2025 16/12/2025 17/12/2025 30/12/2025
Total 39.0 160.75
Strategic Report
Investment Manager's Review
I am pleased to present a review of the 2025 financial year for the Company
together with market commentary as we continue to implement the managed
wind-down.
Managed wind-down and asset management update
In July 2024, Shareholders voted in favour of the revised investment policy,
formally approving the implementation of a managed wind-down.
Our main objective in 2025 has been focused on realising all existing assets
in the Company's portfolio in an orderly manner. However, the sales strategy
has remained tightly integrated with leasing and asset management initiatives,
ensuring income streams were secured, liquidity enhanced and individual asset
values optimised for disposal.
Against this backdrop, property expenses were higher than in prior periods
despite the Company's managed wind-down. This was driven by targeted property
initiatives implemented to prepare assets for disposal and improve their
marketability, as well as the conclusion of certain property related matters
as part of the wind down process. The Investment Manager believes these costs
are appropriate in the context of maximising realised disposal values.
Our local teams on the ground are crucial in managing our diverse portfolio
and supporting the execution of the managed wind-down. With highly experienced
asset management and transactions teams around Europe, we are well-equipped
and have engaged directly with occupiers, market participants and local
brokers alike to ensure that best value can be achieved though the managed
wind-down.
As at 31 December 2025, 5 assets out of 27 were remaining. The Netherlands
represented the largest geographic exposure in the portfolio by value (66.0%),
France representing the remaining assets (34.0%). Following 3 sales completed
post the period end (2 assets sold in France and 1 in the Netherlands), the
Company no longer has exposure to France, Spain, Poland and Germany at the
time of writing the paper.
Foregoing sales and leasing activity
Since the start of the managed wind-down the Company has disposed of 25 assets
of which 21 were sold during the year under review. Over the year, intensive
leasing activities across the four countries materially enhanced the value and
liquidity of the assets, underpinning buyer demand, supporting pricing and
facilitating orderly disposals.
In January 2025, the Company completed the sale of a portfolio of 2 assets
located in Madrid and Barcelona, Spain to an institutional buyer for a total
price of €29.7 million.
In July, the Company completed the sale of its two multi-let warehouses
located in Flörsheim and Erlensee, Germany for an aggregate property value of
approximately €66.5 million on a share deal basis to an institutional
investor, representing a c.10% premium to the Q1 2025 valuation.
The Company also concluded the sale of two further warehouses across two
separate deals, located in Horst and s'Heerenberg, the Netherlands, for an
aggregate property value of €34.7 million to, respectively, an institutional
investor and a logistics investor, representing a c.3.0% discount to the Q1
2025 valuation.
In Madrid Gavilanes unit 3C in Spain, a lease with MCR was completed on a
7-year term. The unit is fully let. This allowed the Company to complete the
sale of the portfolio of nine assets in Gavilanes, Madrid at the end of July
to an international logistics investor. The transaction was structured as a
corporate disposal, involving the sale of the Spanish subsidiaries that hold
the underlying property assets, for a net consideration of approximately
€146 million. Following the sale, no CGT was crystallised and the agreed
pricing reflected the buyer assuming responsibility for the latent CGT
liability within the acquired entities.
In August, the Company completed the disposal of its warehouse in Zeewolde,
the Netherlands, for approximately €27.2 million to a logistics investor,
representing a 2.5% discount to the Q1 2025 valuation.
In Krakow, Poland, following a recent prolongation of the IDC Polonia lease by
3 years, we also reached an agreement with the main tenant of the building,
Lynka (30%) on a 7-year lease extension until 2033 with full indexation,
improving liquidity of the asset. The total incentive package to Lynka
included a contribution to installing photovoltaic (PV) panels for their
exclusive consumption.
Following the above leasing activity in Poland, in October, the Company
completed the disposal of the portfolio composed of the three multi-let
warehouse estates located in Krakow, Lodz and Warsaw for an aggregate
consideration of approximately €84 million to an international investor
active in Poland, representing a c.5% discount to the Q2 2025 valuation.
In December, the Company completed the disposal of two warehouses located in
Bruges (Bordeaux) and La Crèche (Niort) in France for an aggregate
consideration of approximately €15.6 million to their existing tenant, the
logistics group Dachser France. The assets were disposed of in line with the
values reflected in the Company's Q3 2025 estimated net asset value.
Post Year End, three further sales completed:
In Gevrey, Dijon in France the 12-year lease regear with Dachser was completed
with effect from 1 January 2026. It allowed the Company to complete the sale
of the asset in January 2026, for a consideration of approximately €7.9
million to an institutional investor, in line with the value reflected in the
Company's Q3 2025 estimated net asset value.
In March, the sale of the cross-dock warehouse located in Waddinxveen was
completed for a consideration of approximately €35 million to an
institutional investor, 4.5% ahead of the Company's independent Q3 2025
valuation.
The company also completed the sale of its last asset in France located in
Noves, Avignon for a consideration of €47.5 million to an international
investor, in line with the Company's independent Q3 2025 valuation.
These transactions significantly progress the shareholder approved managed
wind-down, with 25 of the original 27 assets in the Company's portfolio now
sold, generating aggregate gross sales proceeds of over €507 million, prior
to the repayment of associated debt.
Continued sales progress and leasing activity
The final 2 assets remain at various stages of the sales process, with further
completions targeted in Q2 2026 onwards.
The Investment Manager continues to assess ongoing asset management
initiatives, including further possible capital expenditure, and engage with
tenants to identify opportunities where the Company can enhance value in
advance of potential disposals.
Active leasing execution reduced portfolio voids to 0% as at 31 December 2025,
following the successful letting of all vacant units.
Shareholders are reminded that, as the managed wind-down progresses and
further asset disposals are completed, the Company's income will decline
accordingly with operational costs of the Company and remaining SPVs
increasingly being met from capital.
At Ede in the Netherlands, Kruidvat (AS Watson) completed the lease amendment
to incorporate the vacant offices (75% of office space) within their demise
for nil rent. This tidied up the management arrangements, creating a single
let asset, removing the service charge management and administration providing
a cleaner single let asset for sale. Discussions are ongoing to sign a further
lease amendment to facilitate the reading of previous lease amendments.
Fundamentally, the foregoing sales and leasing activity demonstrates the
Investment Manager's commitment to implementing both the sales strategy
required for the wind-down, as well as delivering successful asset management
and leasing initiatives, which has fed into improved asset liquidity and
underpinned valuations through the sales process.
Property Portfolio
Country Property Principal Tenant WAULT WAULT % of
excl breaks
Portfolio
incl breaks
(years)
(years)
1 France Dijon(1) Dachser 4.0 7.0 5-10
2 France Avignon, Noves (1) Biocoop 8.7 8.7 25-30
3 the Netherlands Den Hoorn Van der Helm 4.4 4.4 25-30
4 the Netherlands Ede AS Watson (Kruidvat) 7.7 7.7 15-20
5 the Netherlands Waddinxveen (1) Combilo International 7.9 7.9 20-25
TOTAL 6.7 6.8
(1) Sold after 31 December 2025.
Troels Andersen
Fund Manager,
Aberdeen
21 April 2026
Governance
Directors' Report
The Directors present their Report and the audited financial statements for
the year ended 31 December 2025.
Results and Dividends
Details of the Company's results and dividends are shown above. The dividend
policy is disclosed on page 37 of the published Annual Report and Financial
Statements for the year ended 31 December 2025.
Investment Trust Status
The Company was incorporated on 25 October 2017 (registered in England &
Wales No. 11032222) and has been accepted by HM Revenue & Customs as an
investment trust subject to the Company continuing to meet the relevant
eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the
ongoing requirements of Part 2 Chapter 3 Statutory Instrument 2011/2999 for
all financial periods commencing on or after 15 December 2017. The Directors
are of the opinion that the Company has conducted its affairs for the year
ended 31 December 2025 so as to enable it to comply with the ongoing
requirements for investment trust status and continue to engage with advisers
and monitor the position during the managed wind-down in seeking to maintain
investment trust status.
Individual Savings Accounts
The Company has conducted its affairs so as to satisfy the requirements as a
qualifying security for Individual Savings Accounts. The Directors intend that
the Company will continue to conduct its affairs in this manner.
Share Capital
The Company's capital structure is summarised in note 16 to the financial
statements. At 31 December 2025, there were 412,174,356 fully paid Ordinary
shares of 1p each in issue. During the year no Ordinary shares were purchased
in the market for treasury or cancellation and no Ordinary shares were issued
or sold from Treasury.
B Share Scheme
On 22 November 2024 Shareholders approved the authority for the Company to
issue and redeem up to £300 million of B Shares. During the year, the Board
returned capital to Shareholders by way of a bonus issue of redeemable B
Shares (with a nominal value of one penny each), which were immediately
redeemed by the Company for cash consideration equal to the amount treated as
paid up on the issue of the B Shares. The Board considers this to be one of
the fairest and most efficient ways of returning substantial amounts of cash
to Shareholders.
The quantum and timing of any return(s) of capital to Shareholders under a B
Share Scheme is at the discretion of the Board and will be dependent on the
realisation of the Company's investments and its liabilities, general working
capital requirements and the amount and nature (from a tax perspective) of its
distributable reserves. The adoption of a B Share scheme does not limit the
ability of the Company to return cash to Shareholders by using other
mechanisms and the Board will continue to monitor the tax effectiveness and
cost efficiency of using B Shares.
First B Share Capitalisation Issue
On 17 February 2025, the Board resolved to return approximately £16.5 million
in aggregate to Shareholders via an issue of B Shares on the basis of 4 B
Shares for every 1 Ordinary Share held at the record date of 6 March 2025. The
proceeds from the redemption of the B Shares, equivalent to 4.0 pence per
Ordinary Share and totalling £16,486,974, were paid to Shareholders on 20
March 2025.
Second B Share Capitalisation Issue
On 16 July 2025, the Board further resolved to return approximately £49.5
million in aggregate to Shareholders via a second issue of B Shares on the
basis of 12 B Shares for every 1 Ordinary Share held at the record date of 30
July 2025. The proceeds from the redemption of the B Shares, equivalent to
12.0 pence per Ordinary Share and totalling £49,460,923, were paid to
Shareholders on 13 August 2025.
Third B Share Capitalisation Issue
On 29 August 2025 the Board resolved to return approximately £53.5 million in
aggregate to Shareholders via a third issue of B Shares on the basis of 13 B
Shares for every 1 Ordinary Share held at the record date of 16 September
2025. The proceeds from the redemption of the B Shares, equivalent to 13.0
pence per Ordinary Share and totalling £53,582,666, were paid to shareholders
on 30 September 2025.
Fourth B Share Capitalisation Issue
On 2 December 2025 the Board resolved to return approximately £41.2 million
in aggregate to Shareholders via a fourth issue of B Shares on the basis of 10
B Shares for every 1 Ordinary Share held at the record date of 16 December
2025. The proceeds from the redemption of the B Shares, equivalent to 10.0
pence per Ordinary Share and totalling £41,217,436, were paid to Shareholders
on 30 December 2025.
Voting Rights, Share Restrictions and Amendments to Articles of Association
Ordinary shareholders are entitled to vote on all resolutions which are
proposed at general meetings of the Company. The Ordinary shares carry a right
to receive dividends. On a winding up, after meeting the liabilities of the
Company, the surplus assets will be paid to Ordinary shareholders in
proportion to their shareholdings.
There are no restrictions concerning the transfer of securities in the
Company; no special rights with regard to control attached to securities; no
agreements between holders of securities regarding their transfer known to the
Company; and no agreements which the Company is party to that might affect its
control following a takeover bid.
In accordance with the Companies Act, amendments to the Company's Articles of
Association may only be made by shareholders passing a special resolution in
general meeting.
Borrowings
A full breakdown of the Company's loan facilities is provided in note 14 to
the financial statements.
Management Agreement
Under the terms of a Management Agreement dated 17 November 2017 between the
Company and the AIFM, abrdn Fund Managers Limited (and amended by way of side
letters dated 25 May 2018, 22 February 2019, 24 January 2023 and 10 July
2024), the AIFM was appointed to act as alternative investment fund manager of
the Company with responsibility for portfolio management and risk management
of the Company's investments. Under the terms of the Management Agreement, the
AIFM may delegate portfolio management functions to the Investment Manager and
is entitled to an annual management fee together with reimbursement of all
reasonable costs and expenses incurred by it and the Investment Manager in the
performance of its duties.
Effective 1 August 2024 the Company has paid lower management fees at the rate
of 0.5% (reduced from 0.75%) and additional disposal fees between 0.65% and
0.75% depending on the net disposal proceeds realised on sale of investment
properties. In addition, with effect from 23 July 2024, the Management
Agreement became terminable by the Company or aFML on not less than three
months' notice with such notice not to be served before 31 March 2025.
The annual management fee is payable in Euros quarterly in arrears, save for
any period which is less than a full calendar quarter when it would be paid on
a pro rata basis.
The AIFM has also been appointed by the Company under the terms of the
Management Agreement to provide day-to-day administration services to the
Company and provide the general company secretarial functions required by the
Companies Act. In this role, the AIFM will provide certain administrative
services to the Company which includes reporting the Net Asset Value,
bookkeeping and accounts preparation. Effective from March 2020 accounting and
administration services undertaken on behalf of the Company have been
delegated to Brown Brothers Harriman.
The AIFM has also delegated the provision of the general company secretarial
services to abrdn Holdings Limited.
Risk Management
Details of the financial risk management policies and objectives relative to
the use of financial instruments by the Company are set out in note 23 to the
financial statements.
The Board
The current Directors are Ms Gulliver, Mr Heawood and Mr Roper who, were the
only Directors who served during the year. In accordance with the Articles of
Association, each Director will retire from the Board at the Annual General
Meeting convened for 1 June 2026 and, being eligible, will offer himself or
herself for re-election to the Board. In accordance with Principle 23 of the
AIC's 2024 Code of Corporate Governance, each Director will retire annually
and submit themselves for re-election at the AGM.
The Board considers that there is a balance of skills and experience within
the Board relevant to the leadership and direction of the Company and that all
the Directors contribute effectively.
In common with most investment trusts, the Company has no employees.
Directors' & Officers' liability insurance cover has been maintained
throughout the year at the expense of the Company.
Board Diversity
As indicated in the Strategic Report, the Board recognises the importance of
having a range of skilled, experienced individuals with the right knowledge
represented on the Board in order to allow it to fulfil its obligations. The
Board also recognises the benefits and is supportive of, and will give due
regard to, the principle of diversity in its recruitment of new Board members.
The Board will not display any bias for age, gender, race, sexual orientation,
socio-economic background, religion, ethnic or national origins or disability
in considering the appointment of Directors. The Board will continue to ensure
that all appointments are made on the basis of merit against the specification
prepared for each appointment. The Board aims to take account of the targets
set out in the FCA's Listing Rules, which are set out below. However, given
the revised investment objective of the Company and the on-going sale of the
portfolio, which is expected to complete in the shorter term, the Board
decided not to recruit a new non-executive Director to replace Ms Wilde who
retired in June 2024. Consequently, as the sales process culminates the
Company is no longer in compliance with some of these diversity targets.
As an externally managed investment company, the Board employs no executive
staff and therefore does not have a chief executive officer (CEO) or a chief
financial officer (CFO) - both of which are deemed senior board positions by
the FCA. However, the Board considers the Chair of the Audit Committee to be a
senior board position, and the following disclosure is made on this basis.
Other senior board positions recognised by the FCA are chair of the board and
senior independent director (SID). In addition, the Board has resolved that
the Company's year-end date be the most appropriate date for disclosure
purposes.
The following information has been voluntarily disclosed by each Director and
is correct as at 31 December 2025.
Number of Board Percentage of the Board Number of Senior Positions on the
Members Board(3)
Men 2 66.6% 1
Women(1) 1 33.3% 2
Prefer not to say - -
White British or other White (including 3 100% 3
minority-white groups)
Minority Ethnic(2) - - 0
Prefer not to say - - -
1 Following the retirement of Ms Wilde in June 2024, this does not meet
the target that at least 40% of Directors are women as set out in LR6.6.6R
(9)(a)(i).
2 Given that the Company is in managed wind-down which is expected to be
completed in the shorter term, the Company is not recruiting for further Board
members. Therefore, this does not currently meet the target that at least one
Director is from a minority ethnic background as set out in LR 6.6.6R
(9)(a)(iii).
3 The Company meets the target that at least one of the senior positions
is filled by a woman as set out in LR 6.6.6R (a) (ii) for the year ended 31
December 2025. Senior positions defined as Chair, Audit Chair and Senior
Independent Director.
The Role of the Chairman and Senior Independent Director
The Chairman is responsible for providing effective leadership to the Board,
by setting the tone of the Company, demonstrating objective judgement and
promoting a culture of openness and debate. The Chairman facilitates the
effective contribution and encourages active engagement by each Director. In
conjunction with the Company Secretary, the Chairman ensures that Directors
receive accurate, timely and clear information to assist them with effective
decision- making. The Chairman leads the evaluation of the Board and
individual Directors, and acts upon the results of the evaluation process by
recognising strengths and addressing any weaknesses. The Chairman also engages
with major shareholders offering annual review meetings and ensures that all
Directors understand shareholder views.
The Senior Independent Director acts as a sounding board for the Chairman and
as an intermediary for other directors, when necessary. The Senior Independent
Director takes responsibility for an orderly succession process for the
Chairman and leads the annual appraisal of the Chairman's performance and is
also available to shareholders to discuss any concerns they may have.
Corporate Governance
The Company is committed to high standards of corporate governance. The Board
is accountable to the Company's shareholders for good governance, and this
statement describes how the Company has applied the principles identified in
the UK Corporate Governance Code as published in 2024 (the "UK Code"), which
is available on the Financial Reporting Council's (the "FRC") website:
frc.org.uk.
The Board has also considered the principles and provisions of the AIC Code of
Corporate Governance as published in 2024 (the "AIC Code"). The AIC Code
addresses the principles and provisions set out in the UK Code, as well as
setting out additional provisions on issues that are of specific relevance to
the Company. The AIC Code is available on the AIC's website: theaic.co.uk.
The Board considers that reporting against the principles and provisions of
the AIC Code, which has been endorsed by the FRC, provides more relevant
information to shareholders. The full text of the Company's Corporate
Governance Statement can be found on the Company's website:
eurologisticsincome.co.uk.
The Board confirms that, during the year, the Company complied with the
principles and provisions of the AIC Code and the relevant provisions of the
UK Code, except as set out below.
Provision 24 of the UK Code requires members of the Audit Committee to be
independent and ordinarily the Chair of the Company would not be a member of
the Committee. However, provision 29 of the AIC Code permits companies to
include the Chair as a member of the Audit Committee subject to the provision
of an explanation. In September 2024, following the earlier retirement of Ms
Diane Wilde, the Chair, Tony Roper joined the Audit Committee as a member.
Given the small size of the Board and its decision not to appoint any further
Directors now that the Company is in managed wind-down, the appointment of the
Chair to this Committee provides the Committee with flexibility. The Company
confirms that the Chair was independent upon appointment and remains
independent.
The UK Code includes provisions relating to:
· interaction with the workforce (provisions 2, 5 and 6);
· the need for an internal audit function (provision 26);
· the role and responsibility of the chief executive (provisions 9 and
14);
· previous experience of the chairman of a remuneration committee
(provision 32); and
· executive directors' remuneration (provisions 33 and 36 to 40).
The Board considers that these provisions are not relevant to the position of
the Company, being an externally managed investment company. In particular,
all of the Company's day-to-day management and administrative functions are
outsourced to third parties. As a result, the Company has no executive
directors, employees or internal operations. The Company has therefore not
reported further in respect of these provisions.
During the year ended 31 December 2025, the Board had four scheduled meetings
and over 14 other ad hoc Board meetings as well as numerous update calls,
together with engagement with the Company's largest shareholder, DL Invest. In
addition, the Audit Committee met three times and there was one meeting of the
Management Engagement Committee and one meeting of the Nomination Committee.
Between meetings the Board maintains regular contact with the Investment
Manager. The Directors have attended the following scheduled Board meetings
and Committee meetings during the year ended 31 December 2025 (with their
eligibility to attend the relevant meeting in brackets):
Director Board Audit Committee MEC Nomination
T Roper 4 (4) 3 (3) 1 (1) 1 (1)
C Gulliver 4 (4) 3 (3) 1 (1) 1 (1)
J Heawood 4 (4) 3 (3) 1 (1) 1 (1)
Policy on Tenure
The Board's policy on tenure is that Directors need not serve on the Board for
a limited period of time only. The Board does not consider that the length of
service of a Director is as important as the contribution he or she has to
make, and therefore the length of service will be determined on a case-by-case
basis. However, in accordance with corporate governance best practice and the
future need to refresh the Board over time, it is currently expected that
Directors will not typically serve on the Board beyond the Annual General
Meeting following the ninth anniversary of their appointment.
Audit Committee
The Audit Committee Report is on pages 46 to 49 of the published Annual Report
and Financial Statements for the year ended 31 December 2025.
Nomination Committee
All appointments to the Board of Directors are considered by the Nomination
Committee which, due to the relatively small size of the Board, comprises all
of the Directors and is chaired by the Chairman of the Company. The Nomination
Committee advises the Board on succession planning, bearing in mind the
balance of skills, knowledge and experience existing on the Board, and will
make recommendations to the Board in this regard. The Nomination Committee
also advises the Board on its balance of relevant skills, experience and
length of service of the Directors serving on the Board. The Board's
overriding priority if appointing new Directors in the future will be to
identify the candidate with the best range of skills and experience to
complement existing Directors. The Board recognises the benefits of diversity
and its policy on diversity is disclosed in the Strategic Report and also on
pages 29 and 30 of the published Annual Report and Financial Statements for
the year ended 31 December 2025.
The Committee has put in place the necessary procedures to conduct, on an
annual basis, an appraisal of the Chairman of the Board, Directors' individual
self-evaluation and a performance evaluation of the Board as a whole and its
Committees. In 2025 the Board conducted an external evaluation using the
services of Board Forms, an external evaluation consultancy which is
independent of the Company. The evaluation was based upon completed
questionnaires covering the Board, individual Directors, the Chairman, the
Management Engagement Committee Chairman and the Audit Committee Chairman. The
Chairman then met each Director individually to review their responses whilst
the Senior Independent Director met with the Chairman to review his
performance.
In accordance with Principle 23 of the AIC's Code of Corporate Governance
which recommends that all directors of investment companies should be subject
to annual re-election by shareholders, all the members of the Board will
retire at the forthcoming Annual General Meeting and will offer themselves for
re-election. In conjunction with the evaluation feedback, the Committee has
reviewed each of the proposed reappointments and concluded that each of the
Directors has the requisite high level and range of business and financial
experience and recommends their re-election at the forthcoming AGM. Details of
the contributions provided by each Director during the year are disclosed on
pages 25 and 26 of the published Annual Report and Financial Statements for
the year ended 31 December 2025.
The Committee has reviewed the current size of the Board and the skill set
provide by the existing Directors and has concluded that in the run up to the
liquidation of the Company there is no need to search for and appoint a new
non-executive Director.
Management Engagement Committee
The Management Engagement Committee comprises all of the Directors and is
chaired by Mr Heawood. The Committee reviews the performance of the Manager
and Investment Manager and its compliance with the terms of the management and
secretarial agreement. The terms and conditions of the Manager's appointment,
including an evaluation of fees, are reviewed by the Committee on an annual
basis. Based upon the competitive management fee and expertise of the Manager,
the Committee believes that the continuing appointment of the Manager on the
terms agreed is in the interests of shareholders as a whole. The Committee
also, at least annually, reviews the Company's relationships with its other
service providers. These reviews aim to ensure that services being offered
meet the requirements and needs of the Company, provide value for money and
performance is in line with the expectations of stakeholders.
Under the FCA Listing Rules, where an investment trust has only non-executive
directors, the Code principles relating to directors' remuneration do not
apply. Accordingly, matters relating to remuneration are dealt with by the
full Board, which acts as the Remuneration Committee.
The Company's remuneration policy is to set remuneration at a level to attract
individuals of a calibre appropriate to the Company's future development.
Further information on remuneration is disclosed in the Directors'
Remuneration Report on pages 39 to 43 of the published Annual Report and
Financial Statements for the year ended 31 December 2025.
Terms of Reference
The terms of reference of all the Board Committees may be found on the
Company's website eurologisticsincome.co.ukand copies are available from the
Company Secretary upon request. The terms of reference are reviewed and
re-assessed by the relevant Board Committee for their adequacy on an annual
basis.
Going Concern
The Directors, as at the date of this report, are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Following a comprehensive strategic review of the options available to the
Company and after consulting with advisers, as well as considering feedback
from a number of larger shareholders, the Directors announced in May 2024 that
a managed wind-down of the Company would be in the best interests of
Shareholders as a whole. On 23 July 2024, Shareholders voted in favour of the
new investment policy, formally approving a managed wind-down. As a result,
the Company's investment objective is focused on realising all existing assets
in the Company's portfolio in an orderly manner.
At the Requisitioned General Meeting held on 20 February 2026 shareholders
overwhelmingly supported the Board's recommendation to vote against proposals
from the Company's largest shareholder DL Invest Group ISR SARL for (i) the
replacement of the Company's investment policy on terms substantially similar
to the investment policy of the Company which was in effect prior to the
adoption of the existing investment policy and (ii) the replacement of
Company's Investment Manager with DL Invest Group ISR SARL. Consequently, the
Board is continuing to proceed with the managed wind down of the remaining
assets in the portfolio in accordance with the wishes of the majority of the
Company's shareholders and will endeavour to return the net proceeds to
Shareholders in a timely manner before proposing the appointment of a
liquidator.
Whilst the Directors are satisfied that the Company has adequate resources to
continue in operation throughout the remaining wind-down period and to meet
all liabilities as they fall due, given that the Company is now in managed
wind-down, the Directors consider it appropriate to continue to adopt a basis
other than going concern in preparing the financial statements.
No material adjustments to accounting policies or the valuation basis have
arisen as a result of ceasing to apply the going concern basis.
Additional details about going concern are disclosed in note 1 to the
financial statements.
Management of Conflicts of Interest
The Board has a procedure in place to deal with a situation where a Director
has a conflict of interest. As part of this process, the Directors prepare a
list of other positions held and all other conflict situations that may need
to be authorised either in relation to the Director concerned or his/her
connected persons. The Board considers each Director's situation and decides
on any course of action required to be taken if there is a conflict, taking
into consideration what is in the best interests of the Company and whether
the Director's ability to act in accordance with his or her wider duties is
affected. Each Director is required to notify the Company Secretary of any
potential, or actual, conflict situations that will need authorising by the
Board. Authorisations given by the Board are reviewed at each Board meeting.
No Director has a service contract with the Company although Directors are
issued with letters of appointment upon appointment. No Director had any
interest in contracts with the Company during the year or subsequently.
The Board has adopted appropriate procedures designed to prevent bribery. The
Company receives periodic reports from its service providers on the
anti-bribery policies of these third parties. It also receives regular
compliance reports from the Investment Manager.
The Criminal Finances Act 2017 introduced the corporate criminal offence of
"failing to take reasonable steps to prevent the facilitation of tax evasion".
The Board has confirmed that it is the Company's policy to conduct all of its
business in an honest and ethical manner. The Board takes a zero-tolerance
approach to the facilitation of tax evasion, whether under UK law or under the
law of any foreign country.
Accountability and Audit
The respective responsibilities of the Directors and the auditor in connection
with the financial statements are set out on pages 44 and 57 respectively of
the published Annual Report and Financial Statements for the year ended 31
December 2025.
Each Director confirms that:
· so far as he or she is aware, there is no relevant audit information
of which the Company's auditor is unaware; and,
· each Director has taken all the steps that they ought to have taken
as a Director in order to make themselves aware of any relevant audit
information and to establish that the Company's auditor is aware of that
information.
Additionally, there have been no important events since the year end that
impact this Annual Report.
The Directors have reviewed the level of non-audit services provided by the
independent auditor during the year amounting to £nil (2024: £nil) and
remain satisfied that the auditor's objectivity and independence is being
safeguarded.
Independent Auditor
The auditor, KPMG LLP, has indicated its willingness to remain in office. The
Directors will place a resolution before the Annual General Meeting to
re-appoint KPMG LLP as auditor for the ensuing year, should an audit be
required for 2026, and to authorise the Directors to determine its
remuneration.
Internal Control
The Board is ultimately responsible for the Company's system of internal
control and for reviewing its effectiveness and confirms that there is an
ongoing process for identifying, evaluating and managing the significant risks
faced by the Company. This process has been in place for the year under review
and up to the date of approval of this Annual Report and Financial Statements.
It is regularly reviewed by the Board and accords with the FRC Guidance.
The Board has reviewed the effectiveness of the system of internal control. In
particular, it has reviewed the process for identifying and evaluating the
significant risks affecting the Company and policies by which these risks are
managed.
The Directors have delegated the investment management of the Company's assets
to members of the Aberdeen Group within overall guidelines, and this embraces
implementation of the system of internal control, including financial,
operational and compliance controls and risk management. Internal control
systems are monitored and supported by the Aberdeen Group's internal audit
function which undertakes periodic examination of business processes,
including compliance with the terms of the management agreement, and ensures
that recommendations to improve controls are implemented.
Risks are identified and documented through a risk management framework by
each function within the Aberdeen Group's activities. Risk includes financial,
regulatory, market, operational and reputational risk. This helps the Aberdeen
group internal audit risk assessment model identify those functions for
review. Any weaknesses identified are reported to the Board, and timetables
are agreed for implementing improvements to systems. The implementation of any
remedial action required is monitored and feedback provided to the Board.
The significant risks faced by the Company have been identified as being
strategic; investment and asset management; financial; regulatory; and
operational.
The key components of the process designed by the Directors to provide
effective internal control are outlined below:
· the AIFM prepares forecasts and management accounts which allows the
Board to assess the Company's activities and review its performance;
· the Board and AIFM have agreed clearly defined investment criteria,
specified levels of authority and exposure limits. Reports on these issues,
including performance statistics and investment valuations, are regularly
submitted to the Board and there are meetings with the AIFM and Investment
Manager as appropriate;
· as a matter of course the AIFM's compliance department continually
reviews Aberdeen's operations and reports to the Board on a six monthly basis;
· written agreements are in place which specifically define the roles
and responsibilities of the AIFM and other third-party service providers and,
where relevant, ISAE3402 Reports, a global assurance standard for reporting on
internal controls for service organisations, or their equivalents, are
reviewed;
· the Board has considered the need for an internal audit function but,
because of the compliance and internal control systems in place within
Aberdeen, has decided to place reliance on the Investment Manager's systems
and internal audit procedures. At its March 2026 meeting, the Audit Committee
carried out an annual assessment of internal controls for the year ended 31
December 2025 by considering documentation from the AIFM and the Depositary,
including the internal audit and compliance functions and taking account of
events since 31 December 2025. The results of the assessment, that internal
controls are satisfactory, were then reported to the Board at the subsequent
Board meeting.
Internal control systems are designed to meet the Company's particular needs
and the risks to which it is exposed. Accordingly, the internal control
systems are designed to manage rather than eliminate the risk of failure to
achieve business objectives and by their nature can only provide reasonable
and not absolute assurance against misstatement and loss.
Substantial Interests
The Board has been advised that the following shareholders owned 3% or more of
the issued Ordinary share capital of the Company as at 31 December 2025 (based
upon 412,174,356 Ordinary shares in issue):
Fund Manager Shares at 31 December 2025 % at 31 December 2025
DL Invest Group 73,869,211 17.92
East Riding of Yorkshire 33,000,000 8.01
Hargreaves Lansdown, stockbrokers (EO) 28,852,093 7.00
Interactive Investor (EO) 20,393,759 4.95
Quilter Cheviot Investment Management 19,189,003 4.66
AJ Bell, stockbrokers (EO) 14,236,550 3.45
RBC Brewin Dolphin Ireland 14,212,278 3.45
There have been no significant changes notified in respect of the above
holdings between 31 December 2025 and 21 April 2026.
Relations with Shareholders
The Directors place a great deal of importance on communication with
shareholders. The Annual Report will be widely distributed to other parties
who have an interest in the Company's performance. Shareholders and investors
may obtain up to date information on the Company through the freephone
information service shown under Investor Information and on the Company's
website eurologisticsincome.co.uk.
abrdn Holdings Limited (aHL) has been appointed Company Secretary to the
Company. Whilst aHL is a wholly owned subsidiary of the Aberdeen Group, there
is a clear separation of roles between the Investment Manager and Company
Secretary with different board compositions and different reporting lines in
place. The Board notes that, in accordance with Market Abuse Regulations,
procedures are in place to control the dissemination of information within the
Aberdeen Group plc group of companies when necessary. Where correspondence
addressed to the Board is received there is full disclosure to the Board. This
is kept confidential if the subject matter of the correspondence requires
confidentiality.
The Board's policy is to communicate directly with shareholders and their
representative bodies without the involvement of representatives of the
Investment Manager (including the Company Secretary and Investment Manager) in
situations where direct communication is required and usually a representative
from the Board is available to meet with major shareholders on an annual basis
in order to gauge their views.
The Notice of the Annual General Meeting, included within the Annual Report
and financial statements, is sent out at least 20 working days in advance of
the meeting. In normal circumstances, all Shareholders have the opportunity to
put questions to the Board or the Investment Manager at the Company's Annual
General Meeting. Shareholders are, however, invited to send any questions for
the Board and/or the Investment Manager on the Annual Report by email to
European.Logistics@aberdeenplc.com (mailto:European.Logistics@aberdeenplc.com)
. (mailto:European.Logistics@aberdeenplc.com) The Company Secretary is
available to answer general shareholder queries at any time throughout the
year.
Annual General Meeting
The Annual General Meeting will be held on 1 June 2026 at 18 Bishops Square,
London E1 6EG at 11:00 a.m. In addition to the usual resolutions the following
matters will be proposed at the AGM:
Special Business: Purchase of the Company's Shares
Resolution 9 is a special resolution proposing to renew the Directors'
authority to make market purchases of the Company's shares in accordance with
the provisions contained in the Companies Act 2006 and the Listing Rules of
the Financial Conduct Authority. The minimum price to be paid per Ordinary
share by the Company will not be less than £0.01 per share (being the nominal
value) and the maximum price should not be more than the higher of (i) an
amount equal to 5% above the average of the middle market quotations for an
Ordinary share taken from the London Stock Exchange Daily Official List for
the five business days immediately preceding the date on which the Ordinary
share is contracted to be purchased; and (ii) the higher of the price of the
last independent trade and the current highest independent bid on the trading
venue where the purchase is carried out.
The Directors do not intend to use this authority to purchase the Company's
Ordinary shares unless to do so would result in an increase in NAV per share
and would be in the interests of Shareholders generally. The authority sought
will be in respect of 14.99% of the issued share capital as at the date of the
Annual General Meeting rather than the date of this document.
The Directors view buybacks as a useful tool for seeking to assist in the
management of the liquidity of the Company's shares which could be used as one
of a number of methods to address imbalances of supply and demand which,
arithmetically, can cause discounts to NAV per share. However, the Company's
revised investment objective means that most available cash will be returned
to shareholders where possible in the form of capital distributions. Shares
bought back would be purchased at a discount to the prevailing NAV per share
and the result would be accretive to the NAV for all on-going shareholders.
The authority being sought will expire at the conclusion of the Annual General
Meeting in 2027 or 30 June 2027, whichever is earlier unless it is renewed
before that date. Any Ordinary shares purchased in this way will either be
cancelled and the number of Ordinary shares will be reduced accordingly or
held in treasury.
This share buyback power will give the Directors additional flexibility going
forward and the Board considers that it will be in the interests of the
Company that such authority be available. Share buybacks will only take place
when, in the view of the Directors, to do so will be to the benefit of
Shareholders as a whole.
Special Business: Notice of Meetings
Resolution 10 is a special resolution seeking to authorise the Directors to
call general meetings of the Company (other than Annual General Meetings) on
14 days' clear notice. This approval will be effective until the Company's
Annual General Meeting in 2027 or 30 June 2027, whichever is earlier. In order
to utilise this shorter notice period, the Company is required to ensure that
Shareholders are able to vote electronically at the general meeting called on
such short notice. The Directors confirm that, in the event that a general
meeting is called, they will give as much notice as practicable and will only
utilise the authority granted by Resolution 10 in limited and time sensitive
circumstances.
Special Business: Cancellation of the Capital Redemption Reserve
In order to assist with the process of distributing net disposal proceeds to
Shareholders by way of B Share capital redemptions, the Company is proposing
to cancel the Company's current Capital Redemption Reserve in order to create
a further distributable reserve for the purposes of supporting distributions
under the Companies Act.
Resolution 11, to be proposed at the General Meeting, seeks the approval of
Shareholders for the cancellation of the Company's current Capital Redemption
Reserve.
Dividend Policy
As a result of the timing of the payment of the Company's quarterly dividends,
the Company's Shareholders are unable to approve a final dividend each year.
In line with good corporate governance, the Board therefore proposes to put
the Company's dividend policy to Shareholders for approval at the Annual
General Meeting and on an annual basis.
Resolution 3 is an ordinary resolution to approve the Company's dividend
policy. The Company's dividend policy shall be that dividends on the Ordinary
shares are payable as required to maintain investment trust status during the
managed wind down and, if deemed expedient by the Board, to return sale
proceeds to shareholders in a timely manner and the last dividend referable to
a financial year end will not be categorised as a final dividend that is
subject to Shareholder approval. The Company has the flexibility in accordance
with its Articles to make distributions from capital.
Shareholders should note that references to ''dividends'' are intended to
cover both dividend income and income which is designated as an interest
distribution for UK tax purposes and therefore subject to the interest
streaming regime applicable to investment trusts.
Recommendation
Your Board considers Resolutions 9 to 11 to be in the best interests of the
Company and its members as a whole and most likely to promote the success of
the Company for the benefit of its members as a whole. Accordingly, your Board
unanimously recommends that Shareholders should vote in favour of all
Resolutions to be proposed at the AGM, as they intend to do in respect of
their own beneficial shareholdings amounting to 272,812 Ordinary shares.
By order of the Board
abrdn Holdings Limited Company Secretaries
Registered Office:
280 Bishopsgate
London EC2M 4AG
21 April 2026
Statement of Directors' Responsibilities in Respect of the Annual Report and
the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group
and parent Company financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group and parent Company
financial statements for each financial year. Under that law they have elected
to prepare the Group financial statements in accordance with UK-adopted
international accounting standards and applicable law and have elected to
prepare the parent Company financial statements in accordance with applicable
law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced
Disclosure Framework.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and parent Company and of the Group's profit or loss for
that period. In preparing each of the Group and parent Company financial
statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable, relevant,
reliable and prudent;
· for the Group financial statements, state whether they have
been prepared in accordance with UK-adopted international accounting
standards;
· for the parent Company financial statements, state whether
applicable UK accounting standards have been followed, subject to any material
departures disclosed and explained in the parent Company financial statements;
· assess the Group and parent Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern;
and
· use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease operations or
have no realistic alternative but to do so. As explained in note 1(a) to the
Financial Statements, the Directors do not believe that it is appropriate to
prepare these financial statements on a going concern basis.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
Company and enable them to ensure that its financial statements comply with
the Companies Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule ("DTR") 4.1.16R,
the financial statements will form part of the annual financial report
prepared under DTR 4.1.17R and 4.1.18R. The auditor's report on these
financial statements provides no assurance over whether the annual financial
report has been prepared in accordance with those requirements.
Responsibility statement of the Directors in respect of the annual financial
report
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the company and
the undertakings included in the consolidation taken as a whole; and
· the Strategic Report/Directors' Report includes a fair review
of the development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they
face.
We consider the Annual Report and financial statements, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.
By order of the Board
Tony Roper
21 April 2026
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
Notes €'000 €'000 €'000 €'000 €'000 €'000
REVENUE
Rental income 2 20,932 - 20,932 31,499 - 31,499
Property service charge income 6,975 - 6,975 8,379 - 8,379
Other operating income 78 - 78 210 - 210
Total revenue 27,985 - 27,985 40,088 - 40,088
GAINS/(LOSSES) ON INVESTMENTS
(Losses)/Gains on disposal of investment properties 9 - (26,997) (26,997) - 35 35
Change in fair value of investment properties 9 - (10,939) (10,939) - (6,284) (6,284)
Total income and gains/(losses) on investments 27,985 (37,936) (9,951) 40,088 (6,249) 33,839
EXPENDITURE
Investment management fee 24 (1,345) (2,835) (4,180) (2,508) - (2,508)
Direct property expenses (4,422) - (4,422) (1,690) - (1,690)
Property service charge expenditure (6,975) - (6,975) (8,379) - (8,379)
SPV property management fees (252) - (252) (297) - (297)
Impairment gain/(loss) on trade receivables 156 - 156 (605) - (605)
Other expenses 3 (3,362) (205) (3,567) (4,105) - (4,105)
Total expenditure (16,200) (3,040) (19,240) (17,584) - (17,584)
Net operating return/(loss) before finance costs 11,785 (40,976) (29,191) 22,504 (6,249) 16,255
FINANCE INCOME
Finance income 4 199 - 199 - - -
FINANCE COSTS
Finance costs 4 (4,107) 792 (3,315) (8,404) (915) (9,319)
Gains arising from the derecognition of derivative financial instruments - 164 164 - 13 13
Effect of fair value adjustments on derivative financial instruments - (201) (201) - (1,311) (1,311)
Effect of foreign exchange differences (211) (337) (548) (145) (282) (427)
Net return before taxation 7,666 (40,558) (32,892) 13,955 (8,744) 5,211
Taxation 5 (176) (195) (371) (928) (1,253) (2,181)
Net return for the year 7,490 (40,753) (33,263) 13,027 (9,997) 3,030
Total comprehensive return/(loss) for the year 7,490 (40,753) (33,263) 13,027 (9,997) 3,030
Basic and diluted earnings per share 7 1.8¢ (9.9¢) (8.1¢) 3.1¢ (2.4¢) 0.7¢
The accompanying notes are an integral part of the financial statements.
The total column of the Consolidated Statement of Comprehensive Income is the
profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the year.
Consolidated Balance Sheet
As at 31 December 2025
31 December 2025 31 December 2024
Notes €'000 €'000
NON-CURRENT ASSETS
Investment properties 9 33,500 497,319
Deferred tax asset 5 - 2,941
Total non-current assets 33,500 500,260
CURRENT ASSETS
Investment property held-for-sale 9 145,420 117,609
Deferred tax asset - arising on held for sale 5 1,495 203
Trade and other receivables 10 6,916 16,998
Cash and cash equivalents 11 47,834 25,011
Other assets 268 750
Derivative financial assets 15 - 366
Total current assets 201,933 160,937
Total assets 235,433 661,197
CURRENT LIABILITIES
Bank loans 14 58,228 140,300
Leasehold liability - arising on held for sale 12 24,347 682
Deferred tax liability - arising on held for sale 5 2,539 4,028
Trade and other payables 13 12,059 15,322
Total current liabilities 97,173 160,332
NON-CURRENT LIABILITIES
Bank loans 14 - 96,315
Leasehold liability 12 - 23,717
Deferred tax liability 5 - 6,725
Total non-current liabilities - 126,757
Total liabilities 97,173 287,089
Net assets 138,260 374,108
SHARE CAPITAL AND RESERVES
Share capital 16 4,717 4,717
Share premium 17 - -
Special distributable reserve 18 132,664 145,016
Special distributable reserve II 17/18 21,669 269,546
Capital redemption reserve 18 61,902 -
Capital reserve 19 (114,950) (74,197)
Revenue reserve 20 32,258 29,026
Equity shareholders' funds 138,260 374,108
Net asset value per share 8 € 33.5 € 90.8
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital Share premium Special distributable reserve Special distributable reserve II Capital redemption reserve Capital reserve Revenue reserve Total
Notes €'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Balance at 31 December 2024 4,717 - 145,016 269,546 - (74,197) 29,026 374,108
Total comprehensive return for the year - - - - - (40,753) 7,490 (33,263)
B shares issued during the year - - - (61,902) (124,073) - - (185,975)
B shares redeemed during the year - - - - 185,975 - - 185,975
Return of capital to B shareholders - - - (185,975) - - - (185,975)
Dividends paid 6 - - (12,352) - - - (4,258) (16,610)
Balance at 31 December 2025 4,717 - 132,664 21,669 61,902 (114,950) 32,258 138,260
For the year ended 31 December 2024
Share capital Share premium Special distributable reserve Special distributable reserve II Capital redemption reserve Capital reserve Revenue reserve Total
Notes €'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Balance at 31 December 2023 4,717 269,546 152,099 - - (64,200) 22,766 384,928
Total comprehensive return for the year - - - - - (9,997) 13,027 3,030
Cancellation of Share premium - (269,546) - 269,546 - - - -
Dividends paid 6 - - (7,083) - - - (6,767) (13,850)
Balance at 31 December 2024 4,717 - 145,016 269,546 - (74,197) 29,026 374,108
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
Year ended 31 December 2025 Year ended 31 December 2024
€'000 €'000
Notes
CASH FLOWS FROM O PERATING ACTIVITIES
Net return for the year before taxation (32,892) 5,211
Adjustments for:
Losses on valuation 10,939 6,284
Loss/(Gains) on disposal of investment properties 26,997 (35)
Land leasehold liability decreases 410 383
Decrease/(Increase) in trade and other receivables 9,083 (3,187)
(Decrease)/Increase in trade and other payables (2,328) (879)
Change in fair value of derivative financial instruments 201 1,311
Result arising from the derecognition of derivative financial instruments (164) (13)
Finance income 4 (199) -
Finance costs 4 3,315 9,319
Tax paid (5,391) (1,966)
Cash generated by operations 9,971 16,428
Net cash inflow from operating activities 9,971 16,428
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditure and cost of disposal (3,498) 56
Disposal of investment properties 191,482 33,200
Proceeds from disposal of subsidiary, net of cash disposed 26 178,565 -
Net cash inflow from investing activities 366,549 33,256
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid 6 (16,610) (13,850)
B share scheme distribution paid 18 (185,975) -
Bank loans interest paid 14 (3,732) (5,134)
Payment of lease liability (272) -
Proceeds from derivative financial instruments 164 13
Net cash outflow from financing activities (353,697) (42,734)
Net increase/(decrease) in cash and cash equivalents 22,823 6,950
Opening balance 31 December 2024 25,011 18,061
Closing cash and cash equivalents 47,834 25,011
REPRESENTED BY
Cash at bank 11 47,834 25,011
The accompanying notes are an integral part of the financial statements.
Notes to the Financial Statements
1. Accounting policies
The consolidated financial statements of the Group for the year ended 31
December 2025 comprise the results of abrdn European Logistics Income plc and
its subsidiaries. The principal accounting policies adopted by the Group are
set out below, all of which have been applied consistently throughout the
year.
(a) Basis of accounting
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards ("UK-adopted IFRS"), which
comprise standards and interpretations approved by the International
Accounting Standards Board ('IASB'), and International Accounting Standards
and Standing Interpretations Committee interpretations approved by the
International Accounting Standards Committee ('IASC') that remain in effect,
and to the extent that they have been adopted by the United Kingdom, and the
Listing Rules of the UK Listing Authority.
The consolidated financial statements of the Group have been prepared under
the historical cost convention as modified by the measurement of investment
property, investment properties held for sale, and derivative financial
instruments at fair value. The consolidated financial statements are presented
in Euro.
In compliance with the AIC's Statement of Recommended Practice: Financial
Statements of Investment Trust Companies and Venture Capital Trusts (issued
July 2022), the consolidated statement of comprehensive income is separated
between capital and revenue profits and losses.
Going concern
At the Annual General Meeting held on 24 June 2024, in accordance with the
Board's recommendation, the resolution concerning the continuation of the
Company was not passed by Shareholders. At the General Meeting held on 23 July
2024, the proposed revised Investment Policy for the implementation of a
managed wind-down of the Company was overwhelmingly approved by the Company's
Shareholders. Following the approval by Shareholders of the revised investment
objective and policy, the process of an orderly realisation of the Company's
assets and a return of capital to Shareholders is ongoing. The Board will
endeavour to realise the Company's investments in a manner that achieves a
balance between maximising the value received from the sale of investments and
timely returns of net proceeds to Shareholders. Whilst the Directors are
satisfied that the Company has adequate resources to continue in operation
throughout the wind-down period and to meet all liabilities as they fall due,
given that the Company is now in managed wind-down, the Directors consider it
appropriate to continue to adopt a basis other than going concern in preparing
the financial statements. No material adjustments to accounting policies or
the valuation basis had arisen as a result of ceasing to apply the going
concern basis.
The Group ended the year with €47.8 million cash in hand. Following the
announcement of the managed wind-down, the revolving credit facility ("RCF")
of €70 million with Investec Bank was terminated in May 2024.
As detailed in note 14, there are currently two bank facilities of which one
is due to expire in June 2026. The Board is monitoring the expected disposal
timelines of the underlying properties to achieve a balance between timely
return of capital to shareholders and repayment of loan facilities with the
relevant banks. The Board is confident that the Company has sufficient
resources to repay the loan facilities on or before the expiry dates.
Under the terms of the debt agreements, each debt obligation is "ring fenced"
within a sub-group of property holding companies. These non-recourse loans
range in maturities between 0.6 and 2.0 years with all-in interest rates
ranging between 1.38% and 3.30% per annum.
The permitted loan to value ("LTV") ratios in the debt arrangements as at 31
December 2025 are between 55% and 60% (soft breach limits). The "hard breach"
LTV ratio covenants which give the lenders the right to exercise their
security are between 55% and 65%.
If the lenders were to adopt the valuations carried out for the purposes of
these financial statements as at 31 December 2025, the ratios would be between
54% and 59% respectively and were within both the applicable soft and hard
breach covenant limits for all facilities. Accordingly, there were no breaches
of either soft or hard LTV covenant limits during the year ended 31 December
2025. Based on the most recent covenant submissions to lenders, there are two
facilities with less than 5% headroom before a soft breach. The Directors
believe that the liquidity residing within the Group could be used for
repayment of a loan in the event of a breach of LTV limits on these
facilities.
The permitted interest coverage ratios as at 31 December 2025, which give the
lenders the right to exercise their security, is 250%.
The latest calculated interest coverage ratios ("ICR") were between 314% and
730% respectively. For the year ended 31 December 2025, there were no breaches
of ICR. The risk of ICR breach during the managed wind-down period is limited.
The Board recognises the 9.2% share price discount to NAV, as at 31 December
2025 (21.9% as at 31 December 2024). The valuation of investment property is
the main driver of the NAV and was determined by Savills as independent
valuer. The Board is satisfied that the valuation exercise was performed in
accordance with RICS Valuation - Global Standards. As such, the Board has full
confidence in the level of the NAV disclosed in the financial statements at
the reporting date. The Board expects the discount to continue to narrow as
the Company progresses with the execution of the managed wind-down.
The Directors note that the real estate values during the year continued to
decline and have stabilised towards the end of the year. The Directors expect
the changes in valuations to have no impact on the Group's ability to comply
with debt covenants:
· The Directors consider that in most cases there is sufficient or good
headroom on covenant ratios.
· The Group has a substantial cash balance, with the ability to retain
cash from disposal proceeds to meet its obligations.
· The parent company is not itself a party to any of the debt contracts
(in any capacity including as borrower, guarantor or security provider). The
lenders would therefore not, in any event, have any recourse to the ultimate
parent under the debt contracts.
While the Company cannot predict the outcome of the above matters, based on
the financial forecasts prepared the Directors believe there are adequate
resources to continue in operation throughout the wind-down period and to meet
all liabilities as they fall due. However, as the Company is in managed
wind-down, the Directors consider it appropriate to continue to adopt a basis
other than going concern in preparing the financial statements.
New accounting standards or amendments effective for the year
The following new accounting standards and amendments were effective for the
year ended 31 December 2025:
· Lack of Exchangeability - Amendments to IAS 21, effective for
annual reporting periods beginning on or after 1 January 2025.
The amendments did not have a material impact on the amounts recognised in the
prior or current period and are not expected to significantly affect future
periods.
New accounting standards or amendments issued but not yet effective
The following new accounting standards and amendments have been issued but are
not effective for the year ended 31 December 2025 and have not been early
adopted by the Group:
· Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 and IFRS 7, effective 1 January 2026
· Annual Improvements to IFRS Accounting Standards - Volume 11,
effective 1 January 2026
· IFRS 18 Presentation and Disclosure in Financial Statements
effective 1 January 2027
· IFRS 19 Subsidiaries without Public Accountability: Disclosures,
effective 1 January 2027
· IFRS 18 will not impact the recognition or measurement of items
in the financial statements, but its impact on presentation and disclosure is
expected to be material.
IFRS 18 will not impact the recognition or measurement of items in the
financial statements, but its impact on presentation and disclosure is
expected to be material. The other standards and amendments that are not yet
effective are not expected to have a material impact on the Group in the
current or future reporting periods and on the foreseeable future
transactions.
(b) Significant accounting judgements, estimates and assumptions
The preparation of the Group's financial statements requires the Directors to
make judgements, estimates and assumptions that affect the amounts recognised
in the financial statements and contingent liabilities. However, uncertainty
about these judgements, assumptions and estimates could result in outcomes
that could require a material adjustment to the carrying amount of the asset
or liability affected in future periods.
Key estimation uncertainties
Fair value of investment properties and investment properties held for sale is
stated at fair value as at the balance sheet date as set out in note 9 to
these financial statements.
The determination of the fair value of investment properties requires the use
of estimates such as future cash flows from the assets, estimated inflation,
market rents, discount rates, capitalisation rates, estimated rental value and
net initial and net equivalent property yields. The estimate of future cash
flows includes consideration of the repair and condition of the property,
lease terms, future lease events, as well as other relevant factors for the
particular asset.
These estimates are based on local market conditions existing at the balance
sheet date.
Held for sale assessment
Management has assessed the criteria for classification of investment
properties as held for sale, including the likelihood of sale within the next
12 months, the asset's current condition, and the active marketing efforts to
locate a buyer. This assessment involves evaluating the probability and timing
of the sale, which can be influenced by market conditions and other external
factors. The judgement made in this regard impacts the presentation and
measurement of these assets in the financial statements.
(c) Basis of consolidation
The consolidated financial statements comprise the accounts of the Company and
its subsidiaries drawn up to 31 December 2025. Subsidiaries are consolidated
from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group.
The Group acquired subsidiaries that own real estate properties. At the time
of acquisition, the Group considered whether the acquisition represented the
acquisition of a business. The Group accounted for an acquisition as a
business combination where an integrated set of activities was acquired in
addition to the property. More specifically, consideration was made with
regard to the extent to which significant processes were acquired and, in
particular, the extent of ancillary services provided by the Group (e.g.
maintenance, cleaning, security, bookkeeping, and the like).
The significance of any process is judged with reference to the guidance in
IAS 40 on ancillary services. When the acquisition of subsidiaries did not
represent a business, it was accounted for as an acquisition of a group of
assets and liabilities. The cost of the acquisition was allocated to the
assets and liabilities acquired based upon their relative fair values, and no
goodwill or deferred tax was recognised. The Company did not make any
acquisitions during the year.
(d) Functional and presentation currency
Items included in the consolidated financial statements of the Group are
measured using the currency of the primary economic environment in which the
Company and its subsidiaries operate ("the functional currency") which in the
judgement of the Directors is Euro. The financial statements are also
presented in Euro. All figures in the consolidated financial statements are
rounded to the nearest thousand euros unless otherwise stated.
(e) Foreign currency
Transactions denominated in foreign currencies are converted at the exchange
rate ruling at the date of the transaction. Monetary and non-monetary assets
and liabilities denominated in foreign currencies held at the financial year
end are translated using the foreign exchange rate ruling at that date. Any
gain or loss arising from a change in exchange rates subsequent to the date of
the transaction is included as an exchange gain or loss to capital or revenue
in the Consolidated Statement of Comprehensive Income as appropriate. Foreign
exchange movements on investments are included in the Consolidated Statement
of Comprehensive Income within gains on investments.
(f) Revenue recognition
Rental income, including the effect of lease incentives, arising from
operating leases (including those containing fixed rent increases) is
recognised on a straight line basis over the lease term. Service charge income
represents the charge to tenants for services the Group is obliged to provide
under lease agreements. This income is recorded gross within Income on the
basis the Group is acting as principal, with any corresponding cost shown
within expenses. Interest income is accounted for on an effective interest
rate basis.
(g) Expenses
All expenses are recognised on an accruals basis and, in accordance with the
AIC Statement of Recommended Practice, are charged to revenue, except for
management fees and broker fees directly related to property disposals, which
are charged to capital.
(h) Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax
Current tax is defined as the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in
respect of previous years.
Where corporation tax arises in subsidiaries, these amounts are charged to the
Consolidated Statement of Comprehensive Income. The current income tax charge
is calculated on the basis of the tax laws enacted or substantively enacted at
the date of the balance sheet in the countries where the Group operates.
The Investment Manager periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to
interpretation and establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary difference arises from the initial recognition (other than in a
business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit. In addition, deferred
tax liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill.
Deferred tax liabilities and assets are measured at the tax rates that are
expected to apply in the year in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its assets and
liabilities.
The carrying values of the Group's investment properties are assumed to be
realised by sale at the end of use. The capital gains tax rate applied is that
which would apply on a direct sale of the property recorded in the
Consolidated Balance Sheet regardless of whether the Group would structure the
sale via the disposal of the subsidiary holding the asset, to which a
different tax rate may apply. The deferred tax is then calculated based on the
respective temporary differences and tax consequences arising from recovery
through sale and accounted for through the capital reserve.
(i) Investment properties
Investment properties are initially recognised at cost, being the fair value
of consideration given, including transaction costs associated with the
investment property. Any subsequent capital expenditure incurred in improving
investment properties is capitalised in the year during which the expenditure
is incurred.
After initial recognition, investment properties are measured at fair value,
with the movement in fair value recognised in the Consolidated Statement of
Comprehensive Income and transferred to the Capital Reserve. Fair value is
based on the external valuation provided by Savills (2024: Savills), chartered
surveyors, at the balance sheet date undertaken in accordance with the RICS
Valuation - Global Standards 2024, (Red Book), published by the Royal
Institution of Chartered Surveyors. The assessed fair value is reduced by the
carrying amount of any accrued income resulting from the spreading of lease
incentives and/or minimum lease payments.
On derecognition, gains and losses on disposals of investment properties are
recognised in the Consolidated Statement of Comprehensive Income.
Non-current assets and investment properties held for sale
A non-current asset or a group of assets containing a non-current asset (a
disposal group) is classified as held for sale if its carrying amount will be
recovered principally through sale rather than through continuing use, it is
available for immediate sale and sale is highly probable within one year. On
initial classification as held for sale, non-current assets and disposal
groups are measured at the lower of previous carrying amount and fair value
less costs to sell with any adjustments taken to profit or loss.
Deferred tax on investment properties classified as held for sale is measured
in accordance with accounting policy as outlined in note 1 (h).
Investment properties held for sale continue to be recognised under the fair
value model. On derecognition, gains and losses on disposals of investment
properties held for sale are recognised in the Consolidated Statement of
Comprehensive Income.
(j) Distributions
Interim distributions payable to the holders of equity shares are recognised
in the Statement of Changes in Equity in the year in which they are paid. An
annual shareholder resolution is voted upon to approve the Group's
distribution policy.
(k) Lease contracts
Operating lease contracts - the Group as lessor
The Group has entered into commercial property leases on its investment
property portfolio. The Group has determined, based on an evaluation of the
terms and conditions of the arrangements, that it retains all the significant
risks and rewards of ownership of these properties and so accounts for leases
as operating leases.
Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and recognised as an
expense on a straight-line basis over the lease term.
Operating and finance lease contracts - the Group as intermediate lessor
When the Group is an intermediate lessor, it accounts for its interest in the
head lease and the sub-lease separately. The Group assesses all leases where
it acts as an intermediate lessor, based on an evaluation of the terms and
conditions of the arrangements.
Any head leases identified as finance leases are capitalised at the lease
commencement present value of the minimum lease payments discounted at an
applicable discount rate as a right-of-use asset and leasehold liability.
Each lease payment is allocated between the liability and finance charges so
as to achieve a constant rate on the finance balance outstanding. The interest
element of the finance cost is charged to the Statement of Comprehensive
Income over the lease period.
(l) Share issue expenses
Incremental external costs directly attributable to the issue of shares that
would otherwise have been avoided are written off to share premium.
(m) Segmental reporting
The Group is engaged in property investment in Europe. Operating results are
analysed on a geographic basis by country. In accordance with IFRS 8
'Operating Segments', financial information on business segments is presented
in note 20 of the Consolidated financial statements.
(n) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and
other short-term highly liquid investments readily convertible within three
months or less to known amounts of cash and subject to insignificant risk of
changes in value.
(o) Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
the Consolidated Statement of Comprehensive Income.
Financial assets
Financial assets are measured at amortised cost, financial assets 'at fair
value through profit or loss' (FVTPL), or financial assets 'at fair value
through other comprehensive income' (FVOCI). The classification is based on
the business model in which the financial asset is managed and its contractual
cash flow characteristics. All purchases and sales of financial assets are
recognised on the trade date basis.
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active market.
Loans and receivables (including trade and other receivables, and others) are
subsequently measured at amortised cost using the effective interest method,
less any impairment. The Group holds the trade receivables with the objective
to collect the contractual cash flows.
Impairment of financial assets
The Group's financial assets are subject to the expected credit loss model.
For trade receivables, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables. The expected loss rates are based on the
payment profiles of tenants over a period of twelve months before the
measurement date, and the corresponding historical credit losses experienced
within this period. The historical loss rates are adjusted to reflect current
and forward-looking information on macroeconomic factors affecting the
liability of the tenants to settle the receivable.
Such forward-looking information would include:
• significant financial difficulty of the issuer or counterparty; or
• breach of contract, such as a default or delinquency in interest
or principal payments; or
• it becoming probable that the borrower will enter bankruptcy or
financial re-organisation; or
• the disappearance of an active market for that financial asset
because of financial difficulties.
• changes in economic, regulatory, technological and environmental
factors, (such as industry outlook, GDP, employment and politics);
• external market indicators; and
• tenant base.
Financial liabilities
Financial liabilities are classified as 'other financial liabilities'.
Other financial liabilities
Other financial liabilities (including borrowings and trade and other
payables) are subsequently measured at amortised cost using the effective
interest method. The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest expense
over the relevant year. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees paid or received
that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the financial liability, or (where appropriate) a
shorter period, to the net carrying amount on initial recognition.
(p) Derivative financial instruments
The Company used forward foreign exchange contracts to mitigate potential
volatility of income returns and to provide greater certainty as to the level
of Sterling distributions expected to be paid in respect of the year covered
by the relevant currency hedging instrument. It does not seek to provide a
long-term hedge for the Company's income returns, which will continue to be
affected by movements in the Euro/Sterling exchange rate over the longer term.
The Company used interest rate SWAPs and interest rate caps to mitigate
potential volatility in interest rates and income returns. Derivatives are
measured at fair value calculated by reference to forward exchange rates for
contracts with similar maturity profiles. Changes in the fair value of
derivatives are recognised in the Statement of Comprehensive Income.
(q) Reserves Share capital
This represents the proceeds from issuing Ordinary shares and is
non-distributable.
Share premium
Share premium represents the excess consideration received over the par value
of Ordinary shares issued and is classified as equity and is
non-distributable. Incremental costs directly attributable to the issue of
Ordinary shares are recognised as a deduction from share premium.
Special distributable reserve
The special reserve is a distributable reserve to be used for all purposes
permitted by applicable legislation and practice, including the buyback of
shares and the payment of dividends.
Special distributable reserve II
The special reserve is a distributable reserve set up following the
cancellation of amounts standing to the credit of the share premium account to
be used for capital distributions to shareholders as sufficient cash is
generated from asset sales under the managed wind-down policy.
Capital reserve
The capital reserve is a distributable reserve subject to applicable
legislation and practice, and the following are accounted for in this reserve:
• gains and losses on the disposal of investment properties, which
are distributable;
• increases and decreases in the fair value of investment properties
held at the year end, which are not distributable.
Capital redemption reserve
The capital redemption reserve arises when classes of share are cancelled, at
which point an amount equal to the par value of the share capital is
transferred from the share capital account to the capital redemption reserve.
This reserve is not distributable. Under section 733 of the Companies Act 2006
this reserve may be used to pay up new shares to be allotted to members as
fully paid bonus shares.
Revenue reserve
The revenue reserve is a distributable reserve and reflects any surplus
arising from the net revenue return on ordinary activities after taxation.
2. Rental income
Year ended Year ended
31 December 2025 31 December 2024
€'000
€'000
Rental income 20,932 31,499
Total revenue 20,932 31,499
Rental income includes amortisation of operating lease incentives granted.
The largest tenants at the year-end accounted for: 32.5% A.G. van der Helm
Vastgoed Moerdijk B.V., 24.6% BIOCOOP, 20.8% Combilo International B.V., 16.2%
A.S. Watson (Property Continental Europe) B.V. (31 December 2024: 10.7% A.G.
van der Helm Vastgoed Moerdijk B.V.) of the annualised rental income at 31
December 2025.
3. Expenditure
Year ended Year ended 31 December 2024
31 December 2025
€'000
€'000
Professional fees 2,470 3,066
Audit fee for statutory services 34 485
Directors' fees 167 180
Depositary fees 39 50
Registrar fees 48 50
Stock exchange fees 27 27
Broker fees 276 71
Directors liability insurance expense 25 16
Employers NI 10 13
Amortisation of leasing costs 461 -
Other expenses 10 147
Total expenses 3,567 4,105
Audit fee for statutory services includes group audit fee of £255,400 plus
VAT (2024: €283,600 plus VAT) and subsidiary audit fee of €nil (2024:
€25,700).
On 29 May 2025 the Group received a VAT refund of €718,600 for prior years
of which €191,900 was allocated to audit fees and €526,700 to professional
fees. Audit fees expensed during the year comprises 2025 audit fee less VAT
refund disclosed above and VAT on 2024 audit fee which was subsequently
refunded through quarterly VAT returns.
There were no non-audit services' fees incurred in 2025 and 2024.
Total expenses include €205,000 (2024: €nil) broker fees related to
disposal of properties that is classified as Capital in the Consolidated
Statement of Comprehensive Income.
Future operating costs in relation to the managed wind-down will be expensed
as incurred.
4. Finance income and costs
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
€'000 €'000
€'000
€'000 €'000
€'000
Interest on bank loans 3,732 - 3,732 5,126 - 5,126
Amortisation of loan costs - 123 123 1,779 - 1,779
Remeasurement of loan liability - (915) (915) 1,159 915 2,074
Bank interest 375 - 375 340 - 340
Total finance costs 4,107 (792) 3,315 8,404 915 9,319
Following the announcement of the managed wind-down the Group repaid a number
of loans prior to maturity. The amortised cost of bank loans was therefore
remeasured and any unamortised balance of loan issue cost was fully amortised
as at 31 December 2024. Finance costs incurred in extension of loans were
amortised in full during the year.
The remeasurement of loan liability costs as at 31 December 2024 included an
estimated €915,000 in loan break-up costs for the Erlensee and Flörsheim
loans to DZ Hyp. These costs were not payable and were reversed in 2025. Early
termination cost and reversal is treated as capital within the Consolidated
Statement of Comprehensive Income.
Finance income amounts to €199,000 (2024: €30,000) and is comprised of
bank interest income.
5. Taxation
The Company is resident in the United Kingdom for tax purposes. The Company is
approved by HMRC as an investment trust under sections 1158 and 1159 of the
Corporation Tax Act 2010. In respect of each accounting year for which the
Company continues to be approved by HMRC as an investment trust the Company
will be exempt from UK taxation on its capital gains. The Company is, however,
liable to UK Corporation tax on its income. The Company is able to elect to
take advantage of modified UK tax treatment in respect of its ''qualifying
interest income'' for an accounting year, referred to as the ''streaming''
regime. Under regulations made pursuant to the Finance Act 2009, the Company
may, if it so chooses, designate as an ''interest distribution'' all or part
of the amount it distributes to Shareholders as dividends, to the extent that
it has ''qualifying interest income'' for the accounting year. Were the
Company to designate any dividend it pays in this manner, it would be able to
deduct such interest distributions from its income in calculating its taxable
profit for the relevant accounting year. The Company should in practice be
exempt from UK corporation tax on dividend income received, provided that such
dividends (whether from UK or non-UK companies) fall within one of the
''exempt classes'' in Part 9A of the CTA 2010. There was no change in the
corporate tax rate in 2025 (2024: no change).
a. Tax change in the Group Statement of Comprehensive Income
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
€'000 €'000
€'000
€'000 €'000
€'000
Current taxation:
Overseas taxation 176 5,789 5,965 928 482 1,410
Deferred taxation:
Overseas taxation - (5,594) (5,594) - 771 771
Total taxation 176 195 371 928 1,253 2,181
Current taxation charged to capital of €5,789,000 (2024: €482,000) relates
to capital gains tax paid on disposal of investment property.
Reconciliation between the tax charge and the product of accounting
profit/(loss) multiplied by the applicable tax rate for the year ended 31
December 2025.
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
€'000 €'000
€'000
€'000 €'000
€'000
Net result before taxation 7,666 (40,558) (32,892) 13,955 (8,744) 5,211
Theoretical tax at UK corporation tax rate of 25% (2024: 25%) 1,916 (10,140) (8,224) 3,489 (2,186) 1,303
Effect of:
Losses where no deferred taxes have been recognised - 23,877 23,877 - 1,590 1,590
Impact of different tax rates on foreign jurisdictions (151) 624 473 (234) 426 192
Expenses that are not deductible / income that is not taxable (99) (14,166) (14,265) (932) 1,423 491
Other adjustments 297 - 297 (648) - (648)
Impact of UK interest distributions from the Investment Trust (1,787) - (1,787) (747) - (747)
Total taxation on return 176 195 371 928 1,253 2,181
b. Tax in the Group Balance Sheet
2025 2024
€'000 €'000
Deferred tax assets:
On overseas tax losses 1,462 3,036
On other temporary differences 33 108
Total taxation on return 1,495 3,144
2025 2024
€'000 €'000
Deferred tax assets:
Deferred tax assets non-current - 2,941
Deferred tax assets current - arising on investment properties 1,495 203
Total taxation on return 1,495 3,144
2025 2024
€'000 €'000
Deferred tax liabilities:
Differences between tax and derivative valuation Differences between tax and - 53
property valuation
2,539 10,700
Total taxation on return 2,539 10,753
2025 2024
€'000 €'000
Deferred tax liabilities:
Deferred tax liabilities non-current - 6,725
Deferred tax liabilities current - arising on investment properties held for 2,539 4,028
sale
Total taxation on return 2,539 10,753
c) Movements in deferred tax balance
Balance at 1 January Reduction in deferred tax due Recognised in profit Balance at 31 December 2025
2025 to loss of control of or loss €'000
€'000 subsidiary €'000
€'000
Investment properties (10,701) 971 7,191 (2,539)
Derivative financial assets (52) - 52 -
Trade and other payables 108 - (75) 33
Tax losses carried forward 3,036 - (1,574) 1,462
Deferred tax assets 3,144 - (1,649) 1,495
Deferred tax (liabilities) (10,753) 971 7,243 (2,539)
Reduction in deferred tax due to loss of control of subsidiary relates to
disposal of Erlensee and Flörsheim. There was no change of the Corporate tax
rate in 2025 (2024: nil).
No deferred tax asset has been recognised (2024: nil) on estimated UK tax
losses.
The Group has subsidiaries in France, Netherlands, Poland and Spain. There are
no changes to tax rates in each country expected to have a material impact on
the Group.
Tax losses for which deferred tax asset was recognised expire as follows:
2025 2024
Tax losses Deferred Expiry date Tax losses Deferred Expiry date
Expire - - - 791 150 2025-2027
Never expire 5,662 1,462 - 14,425 2,886 -
Total 5,662 1,462 15,216 3,036
6. Dividends
Year ended Year ended
31 December 2025
31 December 2024
€'000 €'000
2024 Fourth Interim dividend of 0.97c/0.81p per Share paid 31 March 2025 3,998 -
(2023 No fourth Interim dividend)
2025 First Interim dividend of 1.06c/0.89p per Share paid 30 June 2025 4,368 5,812
(2024 First Interim dividend of 1.41c/1.21p per Share paid 5 July 2024)
2025 Second Interim dividend of 1.00c/0.86p per Share paid 29 September 2025 4,122 3,710
(2024 Second Interim dividend of 0.90c/0.77p per Share paid 27 September 2024)
2025 Third Interim dividend of 1.00c/0.88p per Share paid 30 December 2025 4,122 4,328
(2024 Third Interim dividend of 1.05c/0.87p per Share paid 31 December 2024)
Total Dividends Paid 16,610 13,850
7. Earnings per share (Basic and Diluted)
Year ended Year ended
31 December 2025
31 December 2024
Revenue net return attributable to Ordinary shareholders (€'000) 7,490 13,027
Weighted average number of shares in issue during the period 412,174,356 412,174,356
Total revenue return after tax per ordinary share 1.8¢ 3.1¢
Capital return attributable to Ordinary shareholders (€'000) (40,753) (9,997)
Weighted average number of shares in issue during the period 412,174,356 412,174,356
Total capital return after tax per ordinary share (9.9¢) (2.4¢)
Total return after tax per ordinary share (8.1¢) 0.7¢
Earnings per share is calculated on the revenue and capital loss for the year
(before other comprehensive income) after tax and is calculated using the
weighted average number of shares in the year of 412,174,356 shares (2024:
412,174,356 shares).
8. Net assets value per share
2025 2024
Net assets attributable to shareholders (€'000) 138,260 374,108
Number of shares in issue at 31 December 412,174,356 412,174,356
Net asset value per share (in €) 33.5¢ 90.8¢
9. Investment properties
2025 2024
€'000 €'000
Opening carrying value 497,319 636,187
Acquisition costs, disposal costs and capital expenditure 2,787 31
Proceeds from disposal of investment property (288,794) (15,700)
Realised (loss)/gain on disposal (21,453) 265
Right of use asset reassessment 358 429
Decrease in leasehold liability (410) (379)
Valuation losses (11,045) (6,915)
Movements in lease incentives and leasing costs 92 1,010
Transfer to investment property held-for-sale (145,354) (117,609)
Total carrying value at 31 December 33,500 497,319
Movements in investment property held for sale can be analysed as follows:
2025 2024
€'000 €'000
Opening carrying value 117,609 17,500
Disposal costs and capital expenditure 1,935 -
Proceeds from disposal of investment property held-for-sale (114,000) (17,500)
Realised loss on disposal (5,544) (230)
Valuation losses - 230
Movements in lease incentives and leasing costs 66 -
Transfer to investment property held-for-sale 145,354 117,609
Total carrying value at 31 December 145,420 117,609
All of the Group's properties were classified as held for sale as at 31
December 2025 with the exception of the Waddinxveen asset in the Netherlands
(2024: all Polish and two properties) and were valued at €145.4m (2024:
€117.6m).
Valuation methodology
The Investment Manager appoints a suitable valuer (such appointment is
reviewed on a periodic basis) to undertake a valuation of all the direct real
estate investments on a quarterly basis. The valuation is undertaken in
accordance with the RICS Valuation - Global Standards ('Red Book Global
Standards') effective from 31 January 2022, published by the Royal Institution
of Chartered Surveyors.
Valuations were performed by Savills (2024: Savills), an accredited
independent valuer with a recognised and relevant professional qualification.
The valuer has sufficient current local and national knowledge of the
particular property markets involved and has the skills and understanding to
undertake the valuations competently. The Investment Manager meets with the
valuer on a quarterly basis to ensure the valuer is aware of all relevant
information for the valuation and any change in the investments over the
quarter. The Investment Manager then reviews and discusses draft valuations
with the valuer to ensure correct factual assumptions are made prior to the
valuer issuing a final valuation report. Where known, the property valuer
takes account of deleterious materials included in the construction of the
investment properties in arriving at its estimate of fair value when the
Investment Manager advises of the presence of such materials. The majority of
the leases are on a full repairing and insurance basis and as such the Group
is not liable for costs in respect of repairs or maintenance to its investment
properties.
The fair value of investment property is determined using either the
discounted cash flow or traditional method. Choice of methodology for a
particular jurisdiction is determined by the valuers independently, based on
local market practices. Both valuation methodologies are in accordance with
RICS guidelines and used in determining the fair value of investment
properties.
Discounted cash flow methodology is based on the future annual net cash flow
over a hold period of 10 years. The calculation of fair value using this
method includes:
• Present value of the cashflow generated through the future net
operating income from the investment property over the hold period.
• Present value of the exit value (sale price) at the end of the
10-year hold period.
The rate used to calculate the present value of cashflow is the Discount Rate.
The rate used to calculate the exit value at the end of hold period is called
the Capitalisation Rate (exit cap rate). Fair value is calculated using rates
that the valuer considers appropriate for the specific investment property.
The traditional method requires an assessment of rental value (the market
rent) and a market-based yield. The yield can be simply defined as the annual
return on investment expressed as a percentage of capital value. The
traditional method can reflect income streams which are under-rented and
over-rented by incorporating risk within the yield choice (i.e. an all-risks
yield) and by structuring the calculation appropriately, for example a term
and reversion for under-rented income streams and a hardcore and top slice for
over-rented income streams. This will require the valuer to reflect risk in
each element of the calculation, e.g. increasing the yield above the market in
the top-slice to reflect the added risk of an above market rent being paid for
a specified period, or reducing the yield in the term to reflect that a below
market rent is being paid until the reversion is due. These 'traditional'
approaches are typically referred to as being growth implicit, meaning that
rental growth is built into the choice of yield and not explicitly modelled
within the calculation.
As at 31 December 2025 and 31 December 2024 the German, French, Polish and
Spanish assets were valued using the discounted cash flow method, and the
Netherlands properties using the traditional method. The fair value of
investment properties and investment properties Held for sale, amounted to
€155,080,000 (2024: €593,991,000, including properties sold during 2025).
The difference between the fair value and the value per the Consolidated
Balance Sheet for Investment properties and Investment properties held for
sale at 31 December 2025 consists of adjustments for lease incentive assets
and the Den Hoorn lease liability separately recognised in the balance sheet
of €507,000 and €24,347,000 respectively (2024:
€3,462,000 and €24,399,000). Further details of the Den Hoorn lease are
disclosed in note 12.
The following disclosure is provided in relation to the adoption of IFRS 13
Fair Value Measurement. All properties are deemed Level 3 for the purposes of
fair value measurement, and the current use of each property is considered the
highest and best use.
Country and sector Fair Value Fair Value Valuation techniques Key Unobservable inputs Range (weighted average) Range (weighted average)
2025
2024
2025
2024
€'000 €'000
the Netherlands - Logistics 102,400 173,200 Traditional Method ERV €2,087,495 - €3,698,389 (€2,985,787) €609,052 - €3,695,185 (€2,542,168)
Equivalent yield 5.30% - 6.31% (5.80%) 5.00% - 6.25% (5.57%)
Germany - Logistics - 59,300 Discounted Cash Flow Capitalisation rate - 4.50% - 4.70% (4.62%)
Discount rate - 6.00% - 6.20% (6.08%)
ERV - €1,481,502 - €2,016,994 (€1,799,366)
France - Logistics 52,680 77,345 Discounted Cash Flow Capitalisation rate 5.25% - 5.40% (5.27%) 4.95% - 5.00% (4.96%)
Discount rate 6.80% - 7.40% (6.89%) 6.45% - 7.05% (6.57%)
ERV €456,210 - €2,590,707 (€2,274,665) €430,900 - €2,590,707 (€1,826,559)
Poland - Logistics - 88,890 Discounted Cash Flow Capitalisation rate - 6.40% - 6.65% (6.54%)
Discount rate - 7.60% - 8.00% (7.74%)
ERV - €1,867,527 - €2,186,059 (€2,006,817)
Spain - Logistics - 195,256 Discounted Cash Flow Capitalisation rate - 4.75% - 5.25% (4.97%)
Discount rate - 6.50% - 7.50% (6.87%)
ERV - €486,749 - €2,568,852 (€1,549,050)
Sensitivity analysis
The table below presents the sensitivity of the valuation to changes in the
most significant assumptions underlying the valuation of investment property.
All non-current assets other than financial instruments, deferred tax assets
and trade receivables are non-UK based.
Country and sector Assumption Movement Effect on Valuation Effect on Valuation
2025 2024
€'000 €'000
the Netherlands - Logistics Equivalent Yield +50 basis points Equivalent Yield (2024: +50 basis points Equivalent Yield) (8,430) (14,800)
-50 basis points Equivalent Yield (2024: -50 basis points Equivalent Yield) 10,258 17,600
ERV -5% ERV (2024: -5% ERV) (4,331) (6,600)
+5% ERV (2024: +5% ERV) 4,505 6,600
Capitalisation +50 basis points (2024: +50 basis points) (2,715) (23,295)
France - Logistics -50 basis points (2024: -50 basis points) 3,277 28,409
Germany - Logistics (2025: disposed) Discount +50 basis points (2024: +50 basis points) (1,920) (15,507)
Poland - Logistics (2025: disposed) -50 basis points (2024: -50 basis points) 2,006 16,267
Spain - Logistics (2025: disposed) ERV -5% ERV (2024: -5% ERV) (1,450) (13,288)
+5% ERV (2024: +5% ERV) 1,443 13,206
The sensitivity analysis for 2024 and 2025 has been conducted based on 50
basis points variation in capitalisation and discount rates and 5% variation
in ERV. This analysis aims to provide a more accurate reflection of the
current market environment and its potential impact on property valuations.
10 Trade and other receivables
2025 2024
€'000 €'000
Trade debtors 4,408 9,748
Bad debt provisions - (573)
Lease incentives 507 3,462
Deposit on sale of Investment properties held with notary 395 2,970
Tax receivables 870 930
VAT receivable 736 455
Other receivables - 6
Total receivables 6,916 16,998
Lease incentives include accrued income resulting from the spreading of lease
incentives and/or minimum lease payments over the term of the lease. A
proportion of this balance relates to periods over 12 months.
The ageing of trade debtors is as follows:
2025 2024
€'000 €'000
Less than 6 months 4,379 8,523
Between 6 & 12 months 6 79
Over 12 months 23 1,146
Total receivables 4,408 9,748
11 Cash and cash equivalents
2025 2024
€'000 €'000
Cash at bank 47,834 25,011
Total cash and cash equivalents 47,834 25,011
12 Leasehold liability - arising on held for sale
2025 2024
€'000 €'000
Maturity analysis - contractual undiscounted cash flows
Less than one year 703 682
One to two years 703 682
Two to three years 703 682
Three to four years 703 682
Four to five years 703 682
More than five years 25,479 25,900
Total undiscounted lease liabilities 28,994 29,310
Lease liability included in the statement of financial position
Current 24,347 682
Non - Current - 23,717
Total lease liability included in the statement of financial position 24,347 24,399
On 15 January 2020 the Group acquired a logistics warehouse in Den Hoorn. The
property is located on land owned by the local municipality and leased to the
Group on a perpetual basis. The Group reserves the option to acquire the
freehold ownership on 1 July 2044 for the total sum of €15,983,000. The
annual ground lease payments amount to €703,000 per annum (2024: €682,000
per annum), the present value of these future payments (assuming the option to
acquire the freehold is exercised) being €24,347,000 as at 31 December 2025
(2024: €24,399,000). Due to reclassification of investment properties into
assets held-for sale the lease liability is presented in the current
liabilities section.
13 Trade and other payables
2025 2024
€'000 €'000
Rental income received in advance 1,542 2,496
Tenant deposits 813 3,759
Notary disposal related deposits 395 3,912
Trade payables 2,678 2,970
Accruals 2,209 869
VAT payable 1,002 743
Management fee payable 3,420 573
Total payables 12,059 15,322
14 Bank loans
2025 2024
€'000 €'000
Bank borrowing drawn 58,228 235,700
Loan issue costs paid (6,507) (6,384)
Accumulated amortisation of loan issue costs 5,347 5,224
Remeasurement of loan liability 1,160 2,075
Total bank loans 58,228 236,615
Following the announcement of the managed wind-down the Group intends to repay
a number of loans prior to maturity. The amortised cost of bank loans was
therefore remeasured and any unamortised balance of loan issue cost was fully
amortised as at 31 December 2025.
2025 2024
€'000 €'000
Maturity less than 1 year 34,300 140,300
Maturity above 1 year 23,928 96,315
Total receivables 58,228 236,615
The above loans are secured on the following properties on a non-recourse
basis.
Country Property Lender Loan (€'000) Start date End date Fixed interest rate (including margin)
Netherlands Ede + Waddinxveen Berlin Hyp 34,300 06/06/2019 03/06/2026 3.30%*
Netherlands Den Hoorn Berlin Hyp 23,928 14/01/2020 14/01/2028 1.38%
58,228 2.51%
* Ede and Waddinxveen loan's interest rate is a variable.
Although the Berlin Hyp loan for Den Hoorn expires in 2028, it is classified
as current in the Consolidated Statement of Financial Position because the
underlying property is classified as an investment property held for sale.
Reconciliation of movements of liabilities to cash flows arising from
financing activities.
Bank borrowings Bank interest Financial Total
derivatives
€'000 €'000 €'000 €'000
Balance at 1 January 2025 236,615 25 366 237,006
Cash flow from financing activities:
Bank loans interest repaid - (3,732) - (3,732)
Bank loans repaid (147,272) - - (147,272)
Payment of lease interest - - - -
Non-cash movement:
Remeasurement of loan liability (915) - - (915)
Termination of derivative financial instruments - - (164) (164)
Changes arising from losing control of subsidiaries (30,200) - - (30,200)
Changes in fair value of financial instruments - - (202) (202)
Change in creditors for loan interest payable - 3,727 - 3,727
Balance at 31 December 2025 58,228 20 - 58,248
Bank borrowings Bank interest Financial derivatives Total
€'000 €'000 €'000 €'000
Balance at 1 January 2024 256,524 16 1,690 258,230
Cash flow from financing activities:
Bank loans interest repaid - (5,134) - (5,134)
Bank loans repaid (23,762) - - (23,762)
Non-cash movement:
Amortisation of capitalised borrowing costs 1,778 - - 1,778
Remeasurement of loan liability 2,075 - - 2,075
Termination of derivative financial instruments - - (13) (13)
Changes in fair value of financial instruments - - (1,311) (1,311)
Change in creditors for loan interest payable - 5,143 - 5,143
Balance at 31 December 2024 236,615 25 366 237,006
15. Derivative financial instruments
2025 2024
€'000 €'000
Interest rate swap - 366
Balance as at 31 December - 366
Following repayment of the loans the company terminated interest rate swaps
and cap realising a gain on termination of €164,000.
16. Share capital
2025 2024
€'000 €'000
Opening balance 4,717 4,717
Balance as at 31 December 4,717 4,717
Ordinary shareholders participate in all general meetings of the Company on
the basis of one vote for each share held. Each Ordinary share has equal
rights to dividends and equal rights to participate in a distribution arising
from a winding up of the Company. The Ordinary shares are not redeemable.
The number of Ordinary shares authorised, issued and fully paid as at 31
December 2025 was 412,174,356 (2024: 412,174,356). The nominal value of each
share is £0.01.
17. Share premium
2025 2024
€'000 €'000
Opening balance - 269,546
Cancelling of share premium - (269,546)
Balance as at 31 December - -
On 23 July 2024 Shareholders approved in General Meeting the cancellation of
the amount standing to the credit of the Company's Share Premium account.
Subsequently, on 24 September 2024, the Court issued a sealed order confirming
the proposal to cancel the Share Premium account and the cancellation
certificate was registered at Companies House on 26 September 2024.
The implementation of a B Share mechanism was approved by Shareholders on 22
November 2024. As a result, the amount standing to the credit of the Share
Premium account of the Company was cancelled and its balance was moved to the
Special Distributable Reserve II.
18. Special distributable reserve
2025 2024
€'000 €'000
Opening balance 145,016 152,099
Dividends paid (12,352) (7,083)
Balance as at 31 December 132,664 145,016
At a General Meeting held on 8 November 2017, a special resolution was passed
authorising, conditional on the issue of Ordinary shares by the Company, the
amount standing to the credit of the share premium account of the Company
following issue to be cancelled. In order to cancel the Share Premium account
the Company was required to obtain a Court Order, which was received on 13
March 2018. A Statement of Capital form was lodged at Companies House with a
copy of the Court Order on 16 March 2018. With effect from that date the
amount of the share premium account cancelled was credited as a Special
Distributable Reserve in the Company's books of account.
Further details of the dividends paid from the special distributable reserve
are provided in note 7 of the parent company accounts.
Special distributable reserve II 2025 2024
€'000 €'000
Opening balance 269,546 -
B shares issued during the year (61,902) -
Return of capital to B shareholders (185,975) -
Cancelling of share premium - 269,546
Balance as at 31 December 21,669 269,546
On 6 November 2024, the Board of the Company announced details of its proposal
to implement a B Share mechanism to facilitate the return of capital to
Shareholders as part of the managed wind-down. During the year, the Board
implemented the B Share mechanism and returned capital to Shareholders by way
of a bonus issue of redeemable B Shares (with a nominal value of one penny
each), which were immediately redeemed by the Company for cash consideration
equal to the amount treated as paid up on the issue of the B Shares. The Board
considers this to be one of the fairest and most efficient ways of returning
substantial amounts of cash to Shareholders. The use of B Shares enabled the
Company to return capital on a strictly pro rata basis, ensuring that no
individual Shareholder or group of Shareholders was disadvantaged. B Shares
were issued to Shareholders (at no cost to Shareholders) pro rata to their
holdings of Ordinary Shares at the time of issue of the B Shares and, shortly
thereafter, redeemed and cancelled in accordance with their terms for an
amount not exceeding the amount treated as paid up on the issue of the B
Shares.
The Company did not allot any fractions of B Shares, and the entitlement of
each Shareholder was rounded down to the nearest whole B Share.
The B Shares are non-transferable, non-equity shares that are classified and
accounted for as financial liabilities, with limited rights as follows:
Income - The Company's profits available for distribution shall be applied
first in paying to the holders of the B Shares (in priority to any payment of
dividend to the holders of any other class of shares in the capital of the
Company) a fixed rate cumulative preferential cash dividend ("Preferential
Dividend") at the rate of 0.01 per cent. per annum on the nominal value of one
penny on every B Share held by them, such dividend to be paid annually on the
date falling six months after the date on which any B Shares are issued and
thereafter on each anniversary of such date ("Fixed Dividend Dates") to the
registered holders of B Shares shown in the Register on the relevant Fixed
Dividend Date. Every Preferential Dividend shall be distributed to the holders
of the B Shares pro rata according to the amounts paid up or credited as paid
up on the B Shares held by them respectively and shall be rounded down to the
nearest whole penny.
Capital - Except as provided below, on a return of capital on a winding-up
(excluding any intra-group reorganisation on a solvent basis), the holders of
the B Shares shall be entitled, in priority to any payment to the holders of
every other class of share in the capital of the Company, to one penny per B
Share held by them. On a winding up, the holders of the B Shares shall not be
entitled to any further right of participation in the profits or assets of the
Company in excess of that specified in the Income paragraph above. In the
event that there is a winding-up and the amounts available for payment are
insufficient to pay the amounts due on all the B Shares in full, the holders
of the B Shares shall be entitled to their pro rata proportion of the amounts
to which they would otherwise be entitled. The aggregate entitlement of each
holder of B Shares on a winding-up in respect of all the B Shares held by him
shall be rounded down to the nearest whole penny. The holders of the B Shares
shall not be entitled to any further right of participation in the profits or
assets of the Company in their capacity as holders of B Shares.
Attendance and voting at general meetings - The holders of the B Shares shall
not be entitled, in their capacity as holders of such B Shares, to receive
notice of any general meeting of the Company nor to attend, speak or vote at
any such general meeting nor to vote on a written resolution of the Company.
Below table presents all B share distributions that occurred during 2025.
Special distributable reserve II Capital redemption reserve Total
€'000 €'000 €'000
Balance at 31 December 2024 269,546 - 269,546
First B share distribution - nominal value of B share £0.04
B shares issued 7 March 2025 (19,677) - (19,677)
B shares redeemed 7 March 2025 - 19,677 19,677
Return of capital to B shareholders 20 March 2025 (19,677) - (19,677)
Second B share distribution - nominal value of B share £0.12
B shares issued 31 July 2025 (37,689) (19,677) (57,366)
B shares redeemed 31 July 2025 - 57,366 57,366
Return of capital to B shareholders 13 August 2025 (57,366) - (57,366)
Third B share distribution - nominal value of B share £0.13
B shares issued 17 September 2025 (4,536) (57,366) (61,902)
B shares redeemed 17 September 2025 - 61,902 61,902
Return of capital to B shareholders 30 September 2025 (61,902) - (61,902)
Fourth B share distribution - nominal value of B share £0.10
B shares issued 17 December 2025 - (47,030) (47,030)
B shares redeemed 17 December 2025 - 47,030 47,030
Return of capital to B shareholders 30 December 2025 (47,030) - (47,030)
Balance at 31 December 2025 21,669 61,902 83,571
19. Capital reserve
Realised capital Unrealised Total capital
€'000 €'000 €'000
Opening balance (7,027) (67,170) (74,197)
Deferred taxation - 5,619 5,619
Change in fair value of investments - (10,939) (10,939)
Gains on disposal of investment properties (26,997) - (26,997)
Taxation on disposal of investment properties (5,814) - (5,814)
Remeasurement of loan liability 915 - 915
Amortisation of capitalised borrowing costs (123) - (123)
Movement in fair value gains on derivative financial instruments - (201) (201)
Gains arising from the derecognition of derivative financial 164 - 164
Management and other fees based on disposal results (3,040) - (3,040)
Currency gains during the year - (337) (337)
Balance as at 31 December 2025 (41,922) (73,028) (114,950)
Realised capital Unrealised Total capital
€'000 €'000 €'000
Opening balance 2,951 (67,151) (64,200)
Deferred taxation - (771) (771)
Change in fair value of investments (8,629) 2,345 (6,284)
Gains on disposal of investment properties 35 - 35
Taxation on disposal of investment properties (482) - (482)
Remeasurement of loan liability (915) - (915)
Movement in fair value gains on derivative financial instruments - (1,311) (1,311)
Gains arising from the derecognition of derivative financial 13 - 13
Currency gains during the year - (282) (282)
Balance as at 31 December 2024 (7,027) (67,170) (74,197)
20. Revenue reserve
The Group's revenue reserve can be analysed as follows:
2025 2024
€'000 €'000
Opening balance 29,026 22,766
Result for the financial year 7,490 13,027
Dividends paid (4,258) (6,767)
Balance as at 31 December 32,258 29,026
21. Operating segments
The Group's reportable segments are the geographical areas in which it
operates. These operating segments reflect the components of the Group that
are regularly reviewed to allocate resources and assess performance.
Netherlands Poland Germany Spain France Parent company Total
€'000
2025 €'000 €'000 €'000 €'000 €'000 €'000
Total assets 133,250 19,139 - 8,484 57,096 17,464 235,433
Total liabilities 84,354 2,008 - 633 5,653 4,525 97,173
Total comprehensive return for 4,198 (885) 471 (1,988) 1,436 4,258 7,490
the period (revenue)
Total Comprehensive return for (6,835) (6,415) 7,094 (21,624) (9,942) (3,031) (40,753)
the period (capital)
Included in total
comprehensive income
Net change in fair value (6,894) - - - (4,045) - (10,939)
adjustment on investment
property
Rental income 9,006 3,626 1,250 3,196 3,854 - 20,932
Netherlands Poland Germany Spain France Parent company Total
€'000
2024 €'000 €'000 €'000 €'000 €'000 €'000
Total assets 210,000 95,012 61,499 205,141 84,439 5,106 661,197
Total liabilities 118,644 5,759 33,061 101,749 27,034 842 287,089
Total comprehensive return for 4,617 1,642 1,093 (2,362) 1,270 6,767 13,027
the period (revenue)
Total Comprehensive return for (3,750) (1,334) (4,281) 4,037 (4,388) (281) (9,997)
the period (capital)
Included in total
comprehensive income
Net change in fair value (3,270) (1,250) (3,909) 6,220 (4,075) - (6,284)
Rental income 12,062 5,368 3,296 7,038 3,735 - 31,499
22. Financial instruments and investments properties
Fair value hierarchy
IFRS 13 requires the Group to classify its financial instruments held at fair
value using a hierarchy that reflects the significance of the inputs used in
the valuation methodologies. These are as follows:
Level 1 - quoted prices in active markets for identical investments;
Level 2 - other significant observable inputs (including quoted prices for
similar investments, interest rates, prepayments, credit risk, etc.); and
Level 3 - significant unobservable inputs.
The following table shows an analysis of the fair values of investment
properties recognised in the balance sheet by level of the fair value
hierarchy:
Level 1 Level 2 Level 3 Total fair value
31 December 2025 €'000 €'000 €'000 €'000
Investment properties - - 33,500 33,500
Investment property held-for-sale - - 145,420 145,420
Level 1 Level 2 Level 3 Total fair value
31 December 2024 €'000 €'000 €'000 €'000
Investment properties - - 497,319 497,319
Investment property held-for-sale - - 117,609 117,609
The lowest level of input is the underlying yields on each property which is
an input not based on observable market data.
Level 1 Level 2 Level 3 Total fair value
31 December 2025 €'000 €'000 €'000 €'000
Derivative financial asset - - - -
Level 1 Level 2 Level 3 Total fair value
31 December 2024 €'000 €'000 €'000 €'000
Derivative financial asset - 366 - 366
The lowest level of input is EUR:GBP exchange rate for forward foreign
currency contracts. The lowest level of inputs for Interest rate SWAPs and
Caps are current market interest rates and yield curve over the remaining term
of the instrument.
Level 1 Level 2 Level 3 Total fair value
31 December 2025 €'000 €'000 €'000 €'000
Bank loans - 57,713 - 57,713
Level 1 Level 2 Level 3 Total fair value
31 December 2024 €'000 €'000 €'000 €'000
Bank loans - 235,580 - 235,580
Bank loans are measured at amortised cost. The fair value is estimated using
discounted cash flows with the current interest rates and yield curve
applicable to each loan. As at 31 December 2025 the estimated fair value of
the Group's bank loans is €57,713,000 (2024: €235,580,000). The amortised
cost is €58,228,000 (2024: €236,615,000).
23. Risk management
The Group's financial instruments comprise securities and other investments,
cash balances, loans and debtors and creditors that arise directly from its
operations; for example, in respect of sales and purchases awaiting
settlement, and debtors for accrued income. The Group also has the ability to
enter into derivative transactions in the form of forward foreign currency
contracts, futures and options, for the purpose of managing currency and
market risks arising from the Group's activities. The Group also has the
ability to enter into derivative transactions to hedge against fluctuations in
the cost of borrowing as a result of changes in interest rates.
The main risks the Group faces from its financial instruments are (a) market
price risk (comprising of (i) interest rate risk, (ii) foreign currency risk
and (iii) other price risk), (b) liquidity risk and (c) credit risk.
(a) Market price risk
The fair value or future cash flows of a financial instrument held by the
Group may fluctuate because of changes in market prices. This market risk
comprises three elements - interest rate risk, foreign currency risk and other
price risk.
(i) Market risk arising from interest rate risk
Interest rate movements may affect the level of income receivable on cash
deposits. The possible effects on fair value and cash flows that could arise
as a result of changes in interest rates are taken into account when making
investment and borrowing decisions.
Interest risk profile
The interest rate risk profile of the portfolio of financial assets and
liabilities at the year-end were as follows:
Interest rate Local currency Foreign exchange Euro equivalent
As at 31 December 2025 % '000 rate €'000
Assets:
Euro 2.00 46,716 1.00 46,716
Pound Sterling 3.75 370 0.87 425
Polish Zloty 4.00 2,930 4.27 693
Total 47,834
Interest Rate Local currency Foreign exchange Euro equivalent
As at 31 December 2024 % '000 rate €'000
Assets:
Euro 3.00 20,510 1.00 20,510
Pound Sterling 4.75 3,471 0.83 4,182
Polish Zloty 5.25 1,344 4.27 319
Total 25,011
The floating rate assets consist of cash deposits on call earning interest at
prevailing market rates.
An increase of 100bps in interest rates as at the reporting date would have
increased the reported profit and equity shareholders' funds by €478,340
(2024: €250,110). Other Comprehensive Income and Capital Reserves would have
been €nil (2024: €589,387) higher as a result of an increase in the fair
value of the derivative designated as interest rate swaps and €nil (2024:
€7,597) higher as a result of an increase in the fair value of the
derivative designated as interest rate caps on floating rate borrowings.
A decrease of 100bps in interest rates would have reduced the reported profit
and equity shareholders' funds by €478,340 (2024: €250,110). Other
Comprehensive Income and the Capital Reserve would have been €nil (2024:
€589,387) lower as a result of a decrease in the fair value of the
derivative designated as interest rate swaps and €nil (2024: €572) lower
as a result of a decrease in the fair value of the derivative designated as
interest rate caps on floating rate borrowings.
Other financial assets and liabilities (e.g. debtors, creditors) are not
subject to interest rate risk. The rates of interest on the bank loans are
fixed or hedged until the end of their term hence not subject to any interest
rate risk. Further details are disclosed in note 14.
Market risk arising from foreign currency risk
The income and capital value of the Groups investments and liabilities can be
affected by exchange rate movements as some of the Group's assets and income
are denominated in currencies other than Euro which is the Group's reporting
currency.
The revenue account is subject to currency fluctuation arising from overseas
income.
Foreign currency risk profile
Foreign currency risk profile by currency of denomination:
Net monetary exposure Total currency exposure
As at 31 December 2025 €'000 €'000
Pound Sterling 157 157
Złoty 693 693
Total foreign currency 850 850
Euro (41,510) (41,510)
Total (40,660) (40,660)
Net monetary exposure Total currency exposure
As at 31 December 2024 €'000 €'000
Pound Sterling 3,704 3,704
Złoty 319 319
Total foreign currency 4,023 4,023
Euro (244,843) (244,843)
Total (240,820) (240,820)
The asset allocation between specific markets can vary from time to time based
on the Investment Manager's opinion of the attractiveness of the individual
markets.
Foreign currency sensitivity
The following table details the Group's sensitivity to a 10% increase and
decrease in Sterling and Polish Zloty against the Euro and the resultant
impact that any such increase or decrease would have on net return before tax
and equity shareholders' funds. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and adjusts their
translation at the year-end for a 10% change in foreign exchange rates.
As at 31 December 2025 As at 31 December 2024
€'000 €'000
Polish Złoty 69 32
Pound Sterling 16 370
(iii) Market risk arising from other price risk
Other price risks (i.e. changes in market prices other than those arising from
interest rate or currency risk) may affect the value of the quoted
investments. The carrying amount for financial assets approximates to the fair
value of trade and other receivables (note 10) and trade and other payables
(note 13).
Other price risk sensitivity
If the investment property valuation fell by 10% at 31 December 2025, the
decrease in total assets and return before tax would be €16m (2024: €59m).
If the investment property valuation rose by 10% at 31 December 2025, the
increase in total assets and return before tax would be €16m (2024: €59m).
Exposures vary throughout the year as a
consequence of changes in the net assets of the Group arising out of the
investment property and risk management processes.
(b) Liquidity risk
This is the risk that the Group will encounter difficulty in meeting
obligations associated with financial liabilities. All creditors are payable
within three months.
The Group's liquidity risk is managed by the Investment Manager placing cash
in liquid deposits and bank accounts. Liquidity risk is the risk that the
Group will encounter in realising assets or otherwise raising funds to meet
financial commitments.
The level of dividends and other distributions to be paid by the Group may
fluctuate and there is no guarantee that any such distributions will be paid.
Following the announcement of the managed wind-down and as the Group
progresses with the disposal of properties, its ability to generate income
will diminish. Consequently, the Group has revised its dividend policy to
align with the reduced income levels. Therefore, liquidity risk is not
considered to be significant.
(c) Credit risk
This is the risk of failure of the counterparty to a transaction to discharge
its obligations under that transaction that could result in the Group
suffering a loss.
The risk is not considered significant by the Board, and is managed as
follows:
The Group has acquired a portfolio of European logistics properties and has a
number of leases with tenants. In the event of default by a tenant, the Group
will suffer a rental shortfall and incur additional costs until the property
is re-let, including legal expenses, in maintaining, insuring and re-letting
the property. The Board receives regular reports on concentrations of risk and
any tenants in arrears. The Investment Manager monitors such reports in order
to anticipate and minimise the impact of defaults by tenants. Cash is held
only with reputable financial institutions with high quality external credit
ratings.
None of the Group's financial assets is secured by collateral.
The maximum credit risk exposure as at 31 December 2025 was €54.2m (2024:
€38.5m). This was due to trade receivables and cash as per notes 10 and 11.
All cash is placed with financial institutions with a credit rating of -A or
above. Bankruptcy or insolvency may cause the Group's ability to access cash
placed on deposit to be delayed or limited. Should the credit quality or the
financial position of the financial institutions currently employed
significantly deteriorate, the Investment Manager would move the cash holdings
to another financial institution. There are no significant concentrations of
liquidity risk within the Group.
(d) Taxation and Regulation risks
The Company must comply with the provisions of the Companies Act and, as the
shares are admitted to the closed ended investment funds segment of the
Official List, the Listing Rules and the Disclosure Guidance and Transparency
Rules. A breach of the Companies Act could result in the Company and/or the
Board being fined or being the subject of criminal proceedings. Breach of the
Listing Rules could result in the shares being suspended from listing. Legal
and regulatory changes could occur that may adversely affect the Company. The
Company has obtained UK Investment Trust Company status. The Company must
comply with the provisions of sections 1158 and 1159 of the Corporation Tax
Act 2010 and Part 2 Chapter 1 of Statutory Instruments 2011/2999 to maintain
this status. Breaching these regulations could result in the Company paying UK
Corporation Tax it would otherwise be exempt from, adversely affecting the
Company's ability to pursue its investment objective.
Capital management
The Group considers that capital comprises issued Ordinary shares and
borrowings. Following Shareholder approval of the revised Investment Policy on
23 July 2024, the Group entered a managed wind-down phase and accordingly its
capital management objectives, policies and risk profile have changed.
The Group's primary capital risk management objective is to maximise returns
to Shareholders through the orderly realisation of the assets in its
portfolio, while ensuring that the Group retains sufficient liquidity to meet
its ongoing operational requirements and financial obligations as they fall
due throughout the wind-down period. Capital is therefore managed with a focus
on preserving value, maintaining appropriate liquidity, limiting financial
risk and facilitating timely returns of capital to Shareholders.
In accordance with the revised Investment Policy, the Group has ceased making
new commercial real estate acquisitions. Capital expenditure is permitted only
where the Board considers it necessary or desirable in connection with the
realisation of the portfolio, primarily where such expenditure is required to
protect or enhance an asset's realisation value.
Net proceeds from asset disposals are used to repay borrowings and fund
returns of capital to Shareholders, net of the Group's ongoing operating and
wind-down costs. From time to time, the Group may hold surplus cash, for
example following the disposal of an investment. Pending return to
Shareholders, such surplus cash is expected to be held as cash on deposit or
invested in liquid, low-risk instruments, including cash equivalents and money
market instruments, bonds, commercial paper or other debt obligations with
financial institutions or counterparties having a single-A (or equivalent) or
higher credit rating, as determined by an internationally recognised rating
agency, or in government and public securities as defined for the purposes of
the FCA rules.
The Group does not anticipate entering into new borrowing arrangements during
the wind-down period, although limited borrowing may be used where required
for efficient liquidity or balance sheet management. The Board monitors the
Group's capital structure and gearing on an ongoing basis, having regard to
forecast disposal proceeds, liquidity requirements and the timing and quantum
of anticipated returns to Shareholders, to ensure alignment with the revised
Investment Policy and the orderly execution of the wind-down.
The Group monitors capital primarily through regular financial reporting and
also through a gearing policy. The Group used gearing to improve shareholder
returns. Debt is typically secured at the asset level and potentially at the
Group level with or without a charge over some or all of the Group's assets,
depending on the optimal structure for the Group and having consideration to
key metrics including lender diversity, cost of debt, debt type and maturity
profiles. Borrowings is typically non-recourse and secured against individual
assets or groups of assets and the aggregate borrowings at asset level will
always be subject to an absolute maximum, calculated at the time of drawdown
for a property purchase, of 50 per cent. of Gross Assets. Where borrowings are
secured against a group of assets, such group of assets shall not exceed 25
per cent. of Gross Assets in order to ensure that investment risk remains
suitably spread. The Board has established gearing guidelines for the
Investment Manager in order to maintain an appropriate level and structure of
gearing within the parameters set out above. Under these guidelines, aggregate
borrowings at asset level are expected to be at or around 35 per cent. of
gross assets. The Board will keep the level of borrowings under review and the
aggregate borrowings will always be subject to the absolute maximum set at the
time of the Group's launch, calculated at the time of drawdown for a property
purchase, of 50 per cent of Gross Assets. The carrying value of the Groups
bank borrowings as at 31 December 2025, excluding any early repayment penalty
costs, was €58,228,000 (2024: €235,700,000).
Contractual undiscounted maturities
All financial liabilities presented as current are payable within 12 months.
The analysis of financial liabilities is below:
Within 1 year 1-2 years 2-5 years Over 5 years Total
As at 31 December 2025 €'000 €'000 €'000 €'000 €'000
Bank loans 35,108 330 24,271 - 59,379
Lease liability 703 703 2,110 25,478 28,994
Trade liabilities 12,059 - - - 12,059
Total 47,870 1,033 26,051 25,478 100,432
Within 1 year 1-2 years 2-5 years Over 5 years Total
As at 31 December 2024 €'000 €'000 €'000 €'000 €'000
Bank loans 143,764 35,523 62,955 - 242,242
Lease liability 682 682 2,046 25,900 29,310
Trade liabilities 15,322 - - - 15,322
Total 159,768 36,205 65,001 25,900 286,874
24. Related party transactions
The Company's Alternative Investment Fund Manager ('AIFM') throughout the year
was abrdn Fund Managers Limited ("aFML"). Under the terms of a Management
Agreement dated 17 November 2017 the AIFM is appointed to provide investment
management services, risk management services and general administrative
services including acting as the Company Secretary.
Under the terms of the agreement portfolio management services are delegated
by aFML to abrdn Investments Ireland Limited ('aIIL'). Effective 1 August 2024
the Company has paid lower management fees at the rate of 0.5% (reduced from
0.75%) and additional disposal fees between 0.65% and 0.75% depending on the
net disposal proceeds realised on the sale of investment properties. Disposal
fees can only be paid once 80% of the portfolio has been sold with the
remaining 20% payable once the entire portfolio has been sold. In addition,
with effect from 23 July 2024, the Management Agreement became terminable by
the Company or aFML on not less than three months' notice with such notice not
to be served before 31 March 2025. The total management fees charged to the
Consolidated Statement of Comprehensive Income during the year were
€4,180,000 (2024: €2,508,000), of which €3,420,000 (2024: €573,000)
was payable at the year end. Under the terms of a Global Secretarial Agreement
between aFML and abrdn Holdings Limited ('aHL'), company secretarial services
are provided to the Company by aHL.
A promotional and marketing budget fee of £95,000 (2024: £114,000) was
approved for 2024/2025 at the July 2024 Board meeting which is payable to
abrdn Investment Management Limited ('aIML'). As at 31 December 2025 £90,250
was payable (31 December 2024: £96,418). This fee reduced to zero effective
from 1 April 2026.
The remuneration of Directors is detailed below. Further details on the
Directors can be found on pages 39 to 43 of the published Annual Report and
Financial Statements for the year ended 31 December 2025.
2025 2024
€'000 €'000
Tony Roper 69 66
Caroline Gulliver 53 51
John Heawood 45 43
Diane Wilde - 20
Balance as at 31 December 167 180
Please note the above figures are all Euro, while those in the Directors'
remuneration report are stated in GBP.
The Directors' shareholdings are detailed below.
31 December 2025 Ordinary shares 31 December 2024 Ordinary shares
Tony Roper 122,812 122,812
Caroline Gulliver 90,000 90,000
John Heawood 60,000 60,000
25. Lease analysis
The group leases out its investment properties under operating leases.
The future income under operating leases, based on the unexpired lease length
at the year-end was as follows (based on total rents and excluding annual CPI
adjustments).
2025 2024
€'000 €'000
Less than one year 10,996 32,437
Between one and two years 10,981 30,474
Between two and three years 10,830 28,802
Between three and four years 10,830 27,508
Between four and five years 6,964 25,084
Over five years 23,692 100,845
Total cash and cash equivalents 74,293 245,150
The Group entered into commercial property leases on its investment property
portfolio. These leases had remaining lease terms of between 1 and 16 years.
26. Proceeds from disposal of subsidiary
The Group disposed of four subsidiaries during 2025. The following table
summarises the disposal date fair value of each major classes of consideration
transferred and realised result on the disposal.
Erlensee Flörsheim Madrid Logistics 1 Madrid Logistics 2 Total 2025
€'000 €'000 €'000 €'000 €'000
Total consideration received 16,808 18,172 101,577 44,147 180,704
Amount of consideration received in cash 16,626 18,100 100,619 43,221 178,566
Amount to be received/(paid) (277) (193) 845 662 1,037
Cash and cash equivalents disposed 459 265 113 264 1,101
Effect on each major class of assets and liabilities:
Investment properties 35,161 31,975 103,646 45,030 215,812
Trade and other receivables 428 (107) 1,092 485 1,898
Other assets - - 12 - 12
Trade and other payables 861 385 3,286 1,632 6,164
Bank loans 17,800 12,400 - - 30,200
Deferred tax liability 579 1,176 - - 1,755
Amount of gain/(loss) recognised (281) 7,032 (7,769) (13,742) (14,760)
27. Post balance sheet events
On 12 January 2026 the Company announced that it had received a requisition
request from DL Invest Group ISR SARL ("DL Invest"), the Company's largest
Shareholder, requiring the Directors to convene a general meeting of the
Company. Following the requisitioned general meeting, which was held on Friday
20 February 2026, the Board announced that neither of the resolutions proposed
by DL Invest had been passed.
On 23 January 2026, the Group completed the sale of an asset located in France
for a consideration of approximately €7.9 million.
On 28 February 2026, Israel and the United States launched a military
offensive against Iran. This geopolitical event has caused global market
disruption, with heightened uncertainty surrounding the potential short and
medium-term implications for investment markets. The conflict did not impact
real estate valuations as at 31 December 2025, being the financial year-end
for the Group. However, the outlook for markets remains volatile and continues
to be monitored. As at the date of reporting, no negative impacts on the Group
have been observed.
On 13 March 2026, the Group completed the sale of its warehouse located in
Waddinxveen, the Netherlands. The asset has been sold for a consideration of
€35 million. Following this sale, the entire loan with Berlin Hyp of €34.3
million, expiring in June 2026, was repaid.
On 19 March 2026, the Group completed the sale of its warehouse located in
Noves, near Avignon, France. The asset has been sold for a consideration of
€47.5 million.
28. Capital commitments
As at the 31 December 2025 the Group had capital commitments of €nil (2024:
€nil).
29. Ultimate parent company
In the opinion of the Directors on the basis of shareholdings reviewed by
them, the Company has no immediate or ultimate controlling party.
Corporate Information
Alternative Investment Fund Managers Directive Disclosures (Unaudited)
Alternative Investment Fund Managers Directive Disclosures (Unaudited)
abrdn Fund Managers Limited and the Company are required to make certain
disclosures available to investors in accordance with the Alternative
Investment Fund Managers Directive ('AIFMD'). Those disclosures that are
required to be made pre-investment are included within a pre-investment
disclosure document ('PIDD') which can be found on the Company's website
eurologisticsincome.co.uk. There have been no material changes to the
disclosures contained within the PIDD since its last publication in May 2025.
The periodic disclosures as required under the AIFMD to investors are made
below:
· Information on the investment strategy, geographic and sector
investment focus and principal stock exposures are included in the Strategic
Report.
· None of the Company's assets are subject to special arrangements
arising from their illiquid nature.
· The Strategic Report, note 22 to the financial statements and the
PIDD together set out the risk profile and risk management systems in place.
There have been no changes to the risk management systems in place in the
period under review and no breaches of any of the risk limits set, with no
breach expected.
· There are no new arrangements for managing the liquidity of the
Company or any material changes to the liquidity management systems and
procedures employed by aFML.
All authorised Alternative Investment Fund Managers are required to comply
with the AIFMD Remuneration Code. In accordance with the Remuneration Code,
the Company's AIFM remuneration policy is available from the Company
Secretaries, abrdn Holdings Limited on request (see contact details on page
107 of the published Annual Report and Financial Statements for the year ended
31 December 2025.) and the numerical remuneration in the disclosures in
respect of the AIFM's reporting period for the year ended 31 December 2025 are
available on the Company's website.
Leverage
The table below sets out the current maximum permitted limit and actual level
of leverage for the Company:
Gross method Commitment method
Maximum level of leverage 365.0% 185.0%
Actual level at 31 December 2025 112.2% 112.2%
There have been no breaches of the maximum level during the period and no
changes to the maximum level of leverage employed by the Company. There is no
right of re-use of collateral or any guarantees granted under the leveraging
arrangement. Changes to the information contained either within this Annual
Report or the PIDD in relation to any special arrangements in place, the
maximum level of leverage which aFML may employ on behalf of the Company; the
right of use of collateral or any guarantee granted under any leveraging
arrangement; or any change to the position in relation to any discharge of
liability by the Depositary will be notified via a regulatory news service
without undue delay in accordance with the AIFMD.
The information above has been issued by abrdn Investments Limited, which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom. abrdn Investments Limited is entered on the Financial Services
Register under registration number 121891.
The Annual Report will be posted to shareholders in early May 2026 and
additional copies will be available from the registered office of the Company
and on the Company's website, eurologisticsincome.co.uk*
Please note that past performance is not necessarily a guide to the future and
that the value of investments and the income from them may fall as well as
rise and may be affected by exchange rate movements. Investors may not get
back the amount they originally invested.
*Neither the content of the Company's website nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is
(or is deemed to be) incorporated into, or forms (or is deemed to form) part
of this announcement.
abrdn Holdings Limited
Company Secretary
21 April 2026
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on abrdn European Logistics Income
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