Ediston Prop Inv - FULL YEAR RESULTS AND NOTICE OF AGM
20/12/2021 06:59
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RNS Number : 1127W Ediston Property Inv Comp PLC 20 December 2021
Ediston Property Investment Company plc
(the 'Company')
(LEI: 213800JRL87EGX9TUI28)
FULL YEAR RESULTS AND NOTICE OF AGM
Ediston Property Investment Company plc (LSE: EPIC), a UK-listed Real Estate
Investment Trust (REIT) investing in commercial property throughout the UK,
announces its full year results for the year ended 30 September 2021.
The Company also announces that its 2021 Annual General Meeting will be held
on Tuesday, 24 February 2022 at 2.00 p.m. at the offices of Ediston Investment
Services Limited at 1 St Andrew Square, Edinburgh, EH2 2BD.
The Company's Annual Report and Financial Statements for the year ended 30
September 2021 and the formal Notice of the Annual General Meeting will be
posted to shareholders and in accordance with Listing Rule 9.6.1 copies of the
documents have been submitted to the UK Listing Authority and will shortly be
available to view on the Company's corporate website
at https://www.epic-reit.com/literature/
(https://www.epic-reit.com/literature/) and have also been submitted to the UK
Listing Authority and will be shortly available for inspection from the
National Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Year to 30 September 2021:
Operational
- Dividend was increased by 25% to 5.00 pence per share annualised
from May 2021
- Contracted rent increased by 3.0% and was almost back at
pre-pandemic levels at the year-end
- Seven lease transactions completed with a contracted rent of £1.8m
per annum
- Three developments completed delivering £1.1m of additional rent
per annum
- Two investment transactions and one land sale completed
Key Performance Indicators and Financial
2021 2020 2019
NAV total return 9.6% -16.6% -0.8%
Annualised dividend per share 4.42p 4.88p 5.75p
Average discount of share price to NAV -22.1% -33.2% -11.6%
Share price total return 54.6% -35.3% -17.0%
EPRA vacancy rate 8.6% 5.1% 2.9%
Ongoing charges 1.4% 1.4% 1.4%
Total assets £303m £294.7m £342.2m
Weighted average unexpired lease term 5.0 years 5.7 years 6.1 years
EPRA NAV per share 89.6p 86.01p 108.7p
Anticipated Financial Calendar 2022
January 2022 Announcement of net asset value as at 31 December 2021
February 2022 Annual General Meeting (AGM)
April 2022 Announcement of net asset value as at 31 March 2022
May 2022 Publication of Half Yearly Report for the six months to 31 March 2022
July 2022 Announcement of net asset value as at 30 June 2022
October 2022 Announcement of net asset value as at 30 September 2022
December 2022 Publication of Annual Report for the year to 30 September 2022
It is the intention of the Board that dividends will continue to be announced
and paid monthly.
William Hill, Chairman of the Company, said:
"With an improving NAV, an increased dividend level and significant progress
in realigning the portfolio, the Company is in a better position than last
year, with its asset allocation already tilted to a segment of the market that
is recovering strongly."
Enquiries
Will Barnett Investec Bank plc 0207 597 5873
Calum Bruce Ediston Properties Limited 0131 225 5599
Ruth Wright JTC 0203 893 1011
Ben Robinson Kaso Legg Communications 0203 995 6672
Stephanie Ross Kaso Legg Communications 0203 995 6676
Chairman's Statement
OVERVIEW
Last year was the most difficult and frustrating Chairman's report I have had
to write. A declining NAV, a cut in dividend and a widening discount were
indicative of the challenges the Company faced at that time. However, I was
able to point to some emerging positives and reported on these in a more
confident tone in my interim statement. I am pleased to report further
progress in the second half of the year with a rising NAV and an increased
dividend level, with good cover.
This progress, which the Board and Investment Manager are under no illusion
are only steps in the right direction, has enabled the Company to get back on
to the front foot and to start implementing a refreshed investment strategy,
with a focus on retail warehousing. The first part of this strategy was the
sale of the Tesco Superstore at Prestatyn and the reinvestment of the proceeds
into a high yielding retail warehouse park in Stirling. Since the year end the
Company has sold its office buildings in Bath, Edinburgh and Newcastle.
One of the turning points in the Company's year was the 25% increase of the
monthly dividend from 4.00 pence to 5.00 pence annualised which was announced
in April. The support for this increase came from the success in rent
collection. This reflects considerable credit on the Investment Manager, as
well as underlining the resilience of the portfolio.
The completion of the current development programme, lettings and
transactional activity (offset by some lost income) has lifted the contracted
income at the year end to just below the pre-pandemic level. Lettings since
year-end have taken the Company's contractual income back to the pre-pandemic
level. However, this will fluctuate in the coming months as assets are sold
and the capital reinvested.
With an improving NAV, an increased dividend level and significant progress in
realigning the portfolio, the Company is in a better position than last year,
with its asset allocation already tilted to a segment of the market that is
recovering strongly.
INVESTMENT AND SHARE PRICE PERFORMANCE
The Company's NAV per share increased by 4.2%, with a NAV total return for the
year of 9.6%. At the year end the share price discount had narrowed from 40.8%
to 17.6%.
The value gain was driven by the retail warehouse portfolio, offsetting a
decline in the value of the office portfolio. Our Investment Manager has
argued for some time that "not all retail is the same" and it is encouraging
that the market is increasingly recognising this with yields starting to fall.
Closing the share price discount remains a priority for the Board. Since the
year end the share price has increased further, narrowing the discount to
13.4% as at 14 December 2021. Implementing the revised investment
strategy should help maintain this positive momentum, as should keeping up
our net income cover and the prospect of future dividend increases.
INVESTMENT STRATEGY
Asset allocation
In July, the Company announced the result of its strategy review, noted in my
report last year. The outcome was that the Company should maintain its scope
as a generalist UK commercial property investment company and continue to
operate within its current stated return objectives and investment
policy. However, for the foreseeable future, given its attractive investment
potential, the Company should concentrate on the retail warehouse sector.
This sector already accounts for 74.1% of the Company's property
portfolio (30 September 2021).
The Company, therefore, announced that it would sell its offices and recycle
the proceeds into retail warehouse assets. This process is well underway.
However, it is important that shareholders understand that sale of the office
assets may involve some impact on asset value and income cover until such time
as the cash resources are re-deployed. This process will also involve direct
purchase costs such has SDLT, which will also affect asset value.
This is a relatively high 'conviction call' based on the belief that there are
compelling investment reasons for the retail warehouse sector to recover
further and provide ongoing value opportunities. The expectation is that this
shift in emphasis in the portfolio will be accretive to both income and
capital growth. However, it is important to note that the concentration of
investment in the retail warehouse sector is not necessarily a permanent
repositioning and, therefore, not a departure from the overall investment
objective and policy of the Company.
The Investment Manager has always made a strong case for the retail warehouse
sector. It has proved to have been the most resilient retail sub-sector during
the COVID-19 pandemic, with favourable rent collection figures and an active
tenant market.
Following the sell down across all retail markets, the Investment Manager
considers the retail warehouse sub-sector to have been oversold, and there is
now increasing recognition in the market that is the case. Yields look
attractive when compared to other property sub-sectors, often with income
secured on high quality tenants. The anticipated recovery in consumer spending
will likely favour many of the retailers that trade from retail warehouses.
The format also works well alongside on-line retailing, supporting retailers'
omnichannel strategies.
The Board believes the Investment Manager can capitalise on this opportunity
through its extensive sectoral knowledge and access to opportunities as an
investor, developer and asset manager of UK retail warehouse assets.
The Board considers that this revision to strategy should ensure that the
Company can fulfil its investment objective of providing investors with an
attractive level of income and the potential for capital and income growth. At
the same time, the Company retains the ability to reposition into other
property assets, when appropriate to do so, as part of the generalist
investment objective.
Sustainability
The responsibility that managers of capital have in relation to the climate
crisis cannot be any clearer. This is particularly so in real estate, as a
major contributor to global carbon emissions. Rapid progress must be made in
not only reducing carbon in operation but also the level of embedded carbon
which will influence how existing buildings are maintained and refurbished,
and how new buildings are constructed.
The Company has progressed its sustainability strategy over the year with
vigour. The Company retained its Green Star rating from GRESB, improving its
score in the process, and maintained the Gold Award under the EPRA sBPR.
The Company has extended its net zero carbon commitment to include both
operational and embedded carbon. This brings the Company into line with the
framework set out by the Better Buildings Partnership (BBP), a collaboration
of many of the industry's real estate owners, which the Board and Investment
Manager have decided to adopt.
The responsibility of acting sustainably, making disclosures and complying
with regulations come at a short to medium-term cost but with long term gain
for us all, if the worst elements of climate change can be avoided. These
direct costs include the Company engaging specialist consultants and carrying
out assessments of the portfolio to help us develop a manageable pathway to
reduce our carbon emissions in our portfolio now and in the future.
PORTFOLIO ACTIVITY
Over the year several asset management initiatives were delivered, and two
investment transactions were completed. They are summarised below:
- sold a low yielding supermarket and acquired a high yielding retail park;
- completed three development projects, on time and on budget;
- delivered seven lease transactions across the office and retail warehouse
portfolios, securing £1.8m of income per annum;
- sold a site to an owner occupier for £1.2m (140% ahead of valuation);
- post year end sold three offices realising proceeds of £36.4m for
re-investment; and
- post year end completed ten lease transactions securing £1.2m of
income per annum.
Portfolio activity is more fully described in the Investment Manager's
report.
RENT COLLECTION
Apart from a 'plateau' during the second lock down in Q1 2021, rent collection
levels improved each quarter as the year progressed. As a result, the Company
had collected 95.7% of the rent due at the year end, rising to 98.4% at the
date of this report.
Since the onset of the pandemic, the Company has seen some tenants fail and
others use insolvency regulations to reduce their rental liabilities,
transferring value from the Company's shareholders to their own. Despite this,
the contracted rent at the year-end was only marginally below the pre-pandemic
level and subsequent lettings have taken it back to this level. This is
encouraging and a notable milestone in the Company's recovery.
GEARING AND CASH RESOURCES
The Company's total debt is unchanged at £111.1m, at a blended 'all-in' fixed
rate of 2.9%. The loans do not mature until 2025 and 2027. Gearing on 30
September 2021 was 36.7% of total assets, a slight decrease from last year
end. Gearing is within investment policy limits and covenants.
As of 30 September 2021, the Company had approximately £11.6m of cash for
follow on investment and operational purposes, and an additional £6.6m of
cash available for new investment. This has been supplemented by cash realised
from disposals from the office portfolio post year end.
DIVIDENDS
At the height of the uncertainty of the pandemic, the Company reduced its
dividend level from 5.75 pence annualised to 4.00 pence annualised as part of
prudent cash and net income management. Favourable rent collection levels
allowed the Board to pay, from May 2021, a monthly dividend of 5.00 pence per
share annualised. The dividend remained well covered at 119% over the year.
The annualised dividend paid was 4.42 pence per share for the year just ended.
The Company's policy of having a fully covered dividend and to increase the
dividend level whenever possible remains in place. As the Company's contracted
income has improved further to reach pre-pandemic levels, the prospect of
being in a position to increase the dividend again has improved. However the
income will fluctuate in the short term as the disposals are made and new
investments are acquired. This may impact both dividend cover and the timing
when potential increases in dividend can be made. The Board may consider, when
the sales are largely completed, to use reserves for short periods, if prudent
to do so, to help smooth the cash flow.
LONG-TERM GROWTH STRATEGY
The Board remains committed to growing the equity base of the Company in order
to improve liquidity, lower the cost base per share and enlarge the investment
opportunity set. The progress made in the second half of the year and the
revised investment strategy are significant steps towards this goal. However,
the Board recognises that growth will require support from both existing and
new investors, as well as some closing of the share price discount.
During the year we have seen the percentage of retail investors on the
register increase, which the Board welcomes. We have also attracted new
institutional investment. In July, Stadium and Liontrust sold their holdings
in the Company which created the opportunity for Thames River Capital to
become a significant new investor on the share register. It also allowed
execution only platforms and existing investors to increase their holdings.
With the Company now on a firmer footing, we will start to increase the
marketing spend to maintain this positive momentum.
As part of its planning for growth, the Board is asking shareholders to renew
our non-pre-emptive authority of 10%, so that we are in a better position to
use 'tap issuance' if we were able to do so. We will also consider other means
of raising capital if there are substantial acquisitions to be financed. In
any fund raising, the interests of existing shareholders and the economics of
any fund raising will be of paramount importance in how we price and structure
any new issuance or take on any new gearing.
CORPORATE AND BOARD MATTERS
It has been another challenging and busy year for the Board, Investment
Manager and all the agents that provide services to the Company. I would like
to take this opportunity to thank everyone involved for their dedication and
hard work under difficult circumstances. We continue to make progress on a
number of corporate fronts, including on governance and oversight issues.
The alignment of interest between shareholders and the Investment Manager has
been strengthened by the purchase of additional shares by the Manager under
its revised fee arrangements announced in last year's report and accounts.
Board members have also acquired additional shares during the year.
We appointed a new tax adviser, BDO, as part of our ongoing review of agents.
We have worked very closely with both our ESG advisers and our marketing
agents, recognising the importance of actions and messaging for the investment
community.
We continue to operate as a relatively small and highly engaged board. The
nominations committee has concluded from its annual review that the Board is
working effectively and has established an outline succession plan to be
implemented over the next two to three years. The focus is on ensuring the
Board has the necessary depth of experience and skills to fulfil its
relatively demanding role.
The Board has not revised its remuneration levels in four years, other than
for the senior independent director, as discussed last year in the accounts.
The Company did set out last year how it intended to adjust remuneration if
the Company's position had changed for the better during the course of the
coming year. Although the Company's position is much improved, the Board
believes it is still not appropriate, at this stage of the Company's recovery,
to add to the cost base. Remuneration will therefore remain unchanged into the
fifth year.
ANNUAL GENERAL MEETING (AGM)
Shareholders are invited to attend the Company's AGM to be held at 1 St Andrew
Square, Edinburgh EH2 2BD on 24 February 2022.
Those shareholders who are unable to attend the AGM in person are encouraged
to raise any questions in advance with the Company Secretary at
epic.reit@jtcgroup.com (please include 'EPIC AGM' in the subject heading).
Questions must be received by 5.00 p.m. on 10 February 2022. Any questions
received will be replied to by either the Investment Manager or Board, via the
Company Secretary, as far as practical before the AGM. A shareholder
presentation will be made available on the Company website updating
shareholders on the activities of the Company.
In light of the continued relative uncertainty in relation to the COVID-19
pandemic, the Board will continue to monitor Government guidance and will
update shareholders on any changes to the above arrangements through the
Company's website (https://www.epic-reit.com/) and by announcement through a
regulatory information service.
OUTLOOK
Trying to write an outlook against the turmoil of recent events might 'make
astrology look respectable'. John Kenneth Galbraith used this type of
illustration in describing economic forecasting. I think it illustrates quite
well the difficulties of being too confident about what lies ahead. I am,
therefore, going to focus on just two points set out in our investment
strategy - asset allocation and sustainability.
Our shift to a concentrated retail warehouse portfolio, where we believe the
best investment prospects lie, is important. Significant steps have already
been made in repositioning the portfolio with the sale of three of our four
offices to release capital for reinvestment. The Company will be active in the
investment market over the coming months. It will aim to build a resilient
portfolio that can contribute to dividend growth, as well as providing
opportunities for capital growth driven by the asset management activity of
the Investment Manager. This is an exciting and critical phase in the
Company's development.
The pressure on owners and managers of capital to reduce carbon emissions is
going to increase. The industry is responding to this agenda and those behind
the Better Buildings Partnership and the Green Building Council deserve
considerable credit. We can expect further regulation from Government and more
demands from the planning system. Progress on measuring investment returns
beyond purely financial ones is also likely. The Company will be on top of
these developments and will respond positively to them, as it is in
accelerating progress on our journey to net zero carbon.
Much work lies ahead. We have in place a distinctive and clear investment
strategy that is well on the way to being executed, a NAV which has been on an
upward trajectory and increasing income. There is justification for the share
price discount to close. Assuming other events do not work against us, there
is a reasonable prospect that the Company will not only deliver attractive
returns for shareholders over the short to medium term but also to put itself
in a position to grow its equity base and the returns from it.
William Hill
Chairman
Investment Manager's Review
During the first quarter of the financial year the restrictions intended to
stop the spread of COVID-19 were tightened. This included the reintroduction
of short-term lockdown measures in various parts of the country that prevented
certain businesses from opening. Whilst the approval for use of various
COVID-19 vaccines and the rolling out of the vaccination programme offered
some hope of light at the end of the tunnel, rising cases and hospitalisations
resulted in strict lockdown conditions being enforced in December 2020, which
lasted until April 2021.
Encouragingly, during this period, rent collection held up as businesses
adapted to these conditions. Out of town retailers were better prepared than
they had been for previous lockdowns, and many stayed open for trade. Several
retailers who were not classed as 'essential' by the Government offered click
and collect, appointment only or delivery services to enable sales to be
fulfilled. In January 2021, during the national lockdown, 73% (by income) of
the Company's retail warehouse portfolio was either open or offering a click
and collect service. This compared favourably to the first lockdown in early
2020 when 56% of the Company's income was from tenants who were allowed to
open for trade. By comparison, at the time of writing the Company's retail
warehouse portfolio can open for trade but the office portfolio is largely
unoccupied (although tenants do continue to pay rent) as office workers have
not yet returned in great numbers to their work premises following lockdown.
The Company's two leisure assets are also open for trade.
During this period, investment volumes did suffer, but not as badly as was
predicted by many commentators. As the economy reopened from April, liquidity
improved across the different sub-sectors of the commercial property market.
During the second half of the reporting period investor sentiment towards the
retail warehouse sector improved and there was increased investor demand. It
is anticipated that this positive momentum will continue, as the yields on
offer remain attractive and they are secured against robust income streams. In
many ways it has taken a pandemic for the market to fully appreciate the
qualities of the retail warehouse sector.
There are reasons to be optimistic, but a degree of caution still needs to be
exercised as we learn to live and work with COVID-19 in circulation. In
addition to COVID-19 related risks, the disruption to the UK's supply chain
will present logistical challenges to some of the Company's tenants as they
face difficulties importing goods into the UK and then moving them into their
stores.
The UK has also entered a period of increased inflation, which can be good for
the real estate market. As the economy expands and the demand for goods and
services increases, rents tend to grow, making property investments a
relatively good hedge against inflation. However, increased inflation will
also drive up the costs of goods and materials used in construction, which
when coupled with supply chain issues, will make development and refurbishment
works more expensive.
RENT COLLECTION AND DIVIDEND
The Company continued to work closely with its tenants to optimise rent
collection and offered assistance to those who were in some financial
distress. The number of tenants who required help was significantly lower than
in the prior year.
Inevitably, some companies continued to struggle, with their problems
compounded by the additional lockdown measures implemented in Q4 2020 and Q1
2021. Once again, some tenants used insolvency measures, such as CVAs and
administrations, to reduce their liabilities and restructure their businesses.
As in prior years, the Company was not immune to this and was negatively
affected by insolvency events. During the year the loss of rent because of
these measures equated to 4.6% of the contracted rent roll.
However, overall rent collection was good, with 95.7% of the rent due
collected for the year at the period end. Post period end, this figure has
risen to 98.4%, which is a significant improvement from 89.3% in the prior
year.
As a result of this robust rent collection, in April, the Company announced it
would be increasing its dividend by 25% from 4.00 pence to 5.00 pence per
share annualised. The dividend has been paid at this new level since May 2021.
The dividend remains well-covered and at the yearend this was 119%.
Due to the completion of asset management initiatives and development
projects, and the acquisition of a new retail park asset, the
Company's contracted rent has increased in the period, is greater than in the
prior year and is almost back to pre-pandemic levels.
PROPERTY VALUATION
The Company's property portfolio is valued by Knight Frank on a quarterly
basis throughout the year. As at 30 September 2021 it was valued at £283.3m,
a like-for-like increase of 5.3% over the reporting period.
The increase was driven by a rise in value of the retail warehouse portfolio,
although the gains were partially offset by a reduction in the value of the
office portfolio.
EPRA VACANCY RATE
During the period the EPRA Vacancy Rate increased from 5.1% to 8.6%. This was
due to lease expiries, tenant administrations, lease surrenders negotiated
by the Company to facilitate wider asset management plans, and the fact that
two vacant units were acquired with Springkerse Retail Park.
If the two acquired units are removed from the calculation, the vacancy rate,
on a like for-like basis, would be 7.7%. As a result of post period end
activity, the vacancy rate is expected to reduce.
PORTFOLIO UPDATE
Despite the ongoing challenges of COVID-19, the Company has continued to
deliver asset management transactions. Over the period seven lease
transactions, three developments, two investment deals and one land sale were
completed.
LEASE TRANSACTIONS
In the office portfolio two lease restructures were completed, in Birmingham
and Newcastle, securing £973,000 of income per annum. Existing tenants AXA
Insurance UK plc and N&D (London) Limited ('N&D') regeared their
leases and committed to the properties. At St Philips Point, Birmingham, AXA
leased 27,990 sq. ft. across three floors, reducing its occupancy by 5,005 sq.
ft. As part of the deal, it leased the vacant refurbished first floor suite
which extends to 14,208 sq. ft., on a lease which gives a term certain of five
years. The rents are in line with passing rents and the independent valuer's
ERV.
At Citygate II in Newcastle a lease restructure was completed with N&D.
N&D occupies c. 11,000 sq. ft. on the first floor and signed a ten-year
reversionary lease, with a tenant break option after five years. The new rent
agreed is 9.0% ahead of the passing rent and 6.5% ahead of the independent
valuer's ERV.
Five transactions completed in the retail warehouse portfolio at Rhyl,
Sunderland, Hull, Wrexham and Widnes. The deals with Halfords, B&M,
Jack's, SDI Fitness and Superdrug secured £855,000 of income per annum.
At Rhyl, Halfords signed a five-year lease extension on its 7,500 sq. ft.
unit. At Sunderland, B&M upsized from a unit of 20,000 sq. ft. into a
vacant unit of 30,000 sq. ft. The lease will expire in 2032. At Widnes,
Superdrug signed a five-year lease on a vacant unit of 6,280 sq. ft. The
letting means the retail park is now 100% let. Following the administration of
DW Sports, SDI Fitness leased the 23,500 sq. ft. gym unit at Plas Coch Retail
Park in Wrexham. The deal agreed contains break options which allow the
Company to break the lease should a more suitable tenant for the park be
identified. Finally, at Hull, Jack's has signed a new 10-year lease, with a
five-year break on a vacant unit of 15,000 sq. ft.
DEVELOPMENT UPDATE
Three developments completed during the period. Haddington Retail Park
achieved practical completion on 24 June 2021 and was on time and budget.
The leases have now been completed, and the tenants have fitted out
their units and are open for trade. The Retail Park is 97% pre-let to Aldi,
Home Bargains, Food Warehouse, Costa Coffee and Euro Garages, with one unit
of 1,500 sq. ft. available to let. Once fully occupied, the retail park will
provide the Company with new contracted rental income of £875,000 per
annum. The cost of the development was funded by a combination of drawn but
uninvested debt from Aviva (60%) and the Company's own cash reserves (40%).
At Barnsley, the development of a drive-thru pod for Costa Coffee was
completed. Practical completion was achieved in October 2020, meaning the
lease to Costa could complete. Costa has signed a 15-year lease (no break)
on a 1,800 sq. ft. unit and pays a rent of £72,500 per annum.
At Coatbridge, two drive-thru pods were developed for Costa Coffee and Burger
King. Costa has signed a 15-year lease with a 10- year break option on a
1,800 sq. ft. unit and Burger King has signed a 20-year lease with a 15-year
break on a unit which extends to 2,750 sq. ft. The two units provide a
combined rental income of £160,000 per annum.
LAND SALE
In June, at Clwyd Retail Park in Rhyl, the Company sold a 1.6-acre site to an
owner occupier, having been granted planning permission for a food use. The
net price of £1.2m was 140% ahead of the prevailing valuation. The sale
delivered a greater profit to the Company than would have been the case if it
had completed the development of the site by itself.
INVESTMENT TRANSACTIONS AND REFRESHING THE PORTFOLIO
The Company is always looking for ways to make its capital work harder. One
way to do this is to sell lower yielding assets and reinvest in higher
yielding ones. With this in mind, the Company sold the Tesco Superstore, which
forms part of Prestatyn Shopping Park, for £26.5m, a yield of 5.2%. The price
was in line with the prevailing valuation and ahead of the 2017 purchase
price.
The Company has retained the remainder of the retail park, which extends to c.
91,500 sq. ft. across 14 units. The retail park is let to 13 tenants, with
M&S as an anchor, and has further asset management angles to exploit.
Part of the Prestatyn sale proceeds were reinvested in August, with the
acquisition of Springkerse Retail Park in Stirling. The Company paid £21.85m,
in an 'off market' transaction for the asset. The price reflects an initial
yield of 9.54%.
Stirling is in central Scotland, 26 miles from Glasgow and 35 miles from
Edinburgh. The Stirling Council area has a population of just under 100,000,
which is forecast to grow at an above average rate and draws on a primary
retail catchment of 228,000 people. The asset is the dominant retail park in
Stirling and extends to 162,593 sq. ft. across 12 units. It is let to 10
tenants and produces a passing rent of £2.23m per annum.
The Park is anchored by B&Q, with other tenants including Wren Kitchens,
DFS, Pets at Home and Halfords represented on the site. The asset will benefit
from the intensive asset management style of the Investment Manager. The
planned upgrades should improve the letting potential of the two vacant units
(13% by ERV), providing an opportunity to increase the income stream and drive
capital value upwards. On completion of the letting of these two vacant units,
the yield is expected to rise to 10.8%.
The purchase of this asset is consistent with our recently updated investment
strategy of acquiring retail warehouse parks. It is our objective to recycle
capital from lower yielding assets into properties which are more suited to
our intensive style of asset management, and this acquisition achieves this
aim.
STRATEGY UPDATE
As the Chairman notes in his statement, the investment strategy has been
revised. The decision was taken to sell the Company's office assets with the
next phase of investment being focused on the retail warehouse sector. The
Investment Manager believes it can capitalise on this opportunity through its
extensive knowledge and expertise as an investor, developer, and asset manager
of UK retail warehouse assets, along with its access to investment
opportunities.
In line with this strategy, post period end the Company has sold its office
properties in Bath, Edinburgh and Newcastle. Whilst there has been some loss
on the current holding value in making these disposals (although not when
measured against cost), both the Investment Manager and Board are convinced
that this is the correct thing to do given the continuing uncertainty over
office usage (as a result of the COVID-19 pandemic) and the increasing
environmental and social demands on office properties. The proceeds of these
sales and existing cash resources will be deployed into higher yielding retail
warehouse opportunities.
POST PERIOD END ACTIVITY
Post period end the Company has completed another ten lease transactions
securing £1.2m of income per annum.
At Kingston Retail Park in Hull, the letting to the Range has completed. The
Range has signed a 15-year lease on a 14,500 sq. ft. unit which was vacated by
Outfit (Arcadia) earlier this year. Also at Hull, Greggs has exchanged an
Agreement for Lease on a 2,000 sq. ft. unit which is leased to, but not
occupied by, Carphone Warehouse. A lease surrender has been agreed with
Carphone Warehouse.
At Prestatyn Shopping Park, The Tech Edge has leased a vacant unit of 1,300
sq. ft. on a five-year lease and JD Sports Fashion has signed an agreement for
lease on a 7,623 sq. ft. unit. At Rhyl, Now to Bed has leased 8,017 sq. ft. on
a three-year lease.
At Barnsley, three deals have completed across 20,000 sq. ft. of space.
Bensons has downsized from a unit of 10,000 sq. ft. into one of 5,036 sq. ft.,
and has signed a five-year lease. Jysk has signed an agreement for lease on
the unit vacated by Bensons. On completion of some landlord works, Jysk will
enter into a new ten-year lease with a five-year tenant break option. One
Below, who was occupying a 4,996 sq. ft. unit on a short-term lease, has now
committed to the park for five years.
In the office portfolio, at Citygate II in Newcastle, UNW LLP signed an
extension to its leases meaning they expire in March 2032, with a tenant break
option in March 2027.
Finally, in the leisure portfolio, at Hartlepool, Mecca Bingo has signed a
10-year reversionary lease with a seven-year tenant break option. The lease
will expire in September 2032, with the break option in September 2029.
This is the second year in which the Company's activities have been affected
by COVID-19, but this year we have been able to be on the front foot and there
has been positive progression on a number of the key metrics. Continued asset
management has helped protect, secure and grow the contracted rent, further
improvement in rent collection allowed the dividend to be increased, and the
improving sentiment towards retail warehousing contributed to an increase in
the NAV. It is expected that this positive momentum will continue.
Calum Bruce
Investment Manager
Finance Review
Whilst COVID-19 restrictions have eased in the second half of the reporting
period, the past financial year was still impacted by the pandemic and the
enforced countrywide lockdowns. However, during the lockdown, the Company
benefitted from 73% of its retail tenants being able to trade as they were
either classed as essential, had a click and collect platform, were open by
appointment only or offered a delivery service.
During the year the Company continued to focus on cash flow management with
intensive monitoring of rent collection, whilst aligning this with asset
management initiatives, to minimise the effect of the pandemic on the
portfolio. The outcome of this is illustrated by the rent collection
statistics for the year and the number of asset management transactions
completed which has almost returned the contracted rental income to
pre-pandemic levels.
This report summarises the financial performance for the year and provides
statistics which demonstrate the Company's performance.
CONTRACTED RENT
The Company's contracted rental income at the year end was £20.8m (2020:
£20.2m). The increase in the year of £0.6m to £20.8m can be principally
explained by the completion of the development of Haddington Retail Park in
June 2021, and the acquisition of Springkerse Retail Park in Stirling in
August 2021. The acquisition used most of the sale proceeds from the sale of
Tesco at Prestatyn which completed in March 2021. These initiatives
contributed a net £1.5m to the rent roll of the portfolio. However, these
gains were partially offset by insolvency events, such as CVAs and
administrations. During the year the loss of rent, because of these measures,
equated to 4.6% of the contracted rent roll. Against this backdrop, it is
noteworthy that 76% of our tenants received Dun and Bradstreet 4A1 ratings or
above, highlighting further the strength of the portfolio's income.
The primary focus this year has been on the intensive management of the
portfolio, rent collection and providing assistance to tenants if required.
During the year, 95.7% (2020: 89.3%) of rent billed in the year was collected,
with an additional 3.9% expected. Of the sum collected to date, 75.5% was
collected within seven days of the due date.
Rent-free periods as a percentage of contracted rent at the year end was 9.3%
(2020: 1.9%). This has risen due to new lettings and the completion of the
Haddington development.
The portfolio continues to provide long-term stability to the Company's
income. This is demonstrated by income secured from the completed development
at Haddington of £0.8m per annum plus the new acquisition at Stirling
contributing £2.3m annually. The EPRA vacancy rate has increased to 8.6% from
5.1% in the year due to the expiry of leases and the fact that two vacant
units were acquired with the acquisition of Springkerse Retail Park. The WAULT
at the year-end was 5.0 years (2020: 5.7 years) and the decrease can be
explained by the passing of another year offset by the asset management
activity on the portfolio.
COVID-19 has, for a second year, challenged rent collection. However, the
diversification of tenants, the number of retailers and office tenants who
managed to trade throughout lockdown measures and rigorous cash collection all
highlight the strength and resilience of the Company's income.
INCOME STATEMENT
Rental income for the year was £17.4m (2020: £19.8m). This decrease of
£2.4m resulted from tenants going into administration or completing CVAs,
COVID-19 variations to leases, and the sale of the Tesco supermarket at
Prestatyn in March 2021. This decrease was offset by the acquisition of the
retail park in Stirling in August 2021 and the completion of the development
at Haddington in June 2021 which have a combined annual rent roll of £3.0m.
Revenue expenditure in the period was £3.1m (2020: £4.0m), including £0.9m
of property-specific expenditure and £1.7m relating to the Investment
Manager's fee. Net interest costs were £3.1m, all similar to the prior year's
expenditure. As a result, revenue profit decreased to £11.3m (2020: £12.6m),
a fall of 10.3%.
The value of the investment properties increased by £4.7m in the year, plus
there was a further £1.2m gain from the sales of the Tesco at Prestatyn and
the site at Rhyl. This resulted in the Company reporting a total profit of
£17.1m.
2021 (£m) 2020 (£m)
Rental income 17.4 19.8
Property expenditure (1.0) (1.2)
Net rental income 16.4 18.6
Administration expenses (2.0) (2.8)
Net financing costs (3.1) (3.2)
Revenue profit 11.3 12.6
Gain/(loss) on revaluation of investment properties 4.7 (50.0)
Profit/(loss) on sale of investment properties 1.2 0.0
Accounting (loss)/profit after tax 17.1 (37.4)
EPRA and diluted EPRA earnings per share 5.34p 5.90p
Dividend per share 4.42p 4.88p
Basic and diluted earnings per share 8.10p (17.70p)
EPRA PERFORMANCE MEASURES
As a member of EPRA, we support EPRA's drive to bring consistency to the
comparability and quality of information provided to investors and other key
stakeholders of this report. We therefore continue to include a number of
performance measures which are based on EPRA methodology.
It should be noted that there is no difference between the Company's IFRS and
EPRA net asset value (NAV) in this year's accounts, or in any of our accounts
to date.
2021 2020
EPRA earnings £11.3m £12.5m
EPRA earnings per share 5.34p 5.90p
Diluted EPRA earnings per share 5.34p 5.90p
EPRA NAV per share 89.69p 86.01p
EPRA cost ratio (including direct vacancy costs) 18.4% 20.8%
EPRA cost ratio (excluding direct vacancy costs) 18.0% 20.4%
EPRA net initial yield 6.2% 6.9%
EPRA topped up net initial yield 6.9% 7.0%
EPRA vacancy rate 8.6% 5.1%
NET ASSET VALUE (NAV)
At 30 September 2021 our net assets were £189.5m, equating to net assets per
share of 89.61 pence (2020: 86.01 pence) an increase of 4.3%. This is
primarily due to an increase in the valuation of the investment properties in
the year.
The NAV of £189.5m is summarised in the table below:
£ million Pence per share
NAV at 30 September 2020 181.77 86.01
Increase in value of investment properties (net of capital expenditure, gain 5.83 2.76
on sale and transaction costs)
Net earnings in the year 11.28 5.34
Less: dividends paid in the year (9.33) (4.42)
NAV at 30 September 2021 189.55 89.69
The NAV is predominantly represented by our investment properties, which have
a fair value of £283.3m at the year end. This is included in the Financial
Statements as 'Investment properties' at £278.0m with the difference relating
to lease incentives. The remaining £88.5m of net liabilities is made up of:
i) £(110.3)m of ammortised debt; ii) £11.6m of cash and cash equivalents;
and iii) £10.2m of net current assets.
DEBT
The Company has two debt facilities with Aviva Commercial Finance Limited
principally totalling £111.1m. One facility of £56.9m will mature in 2025
and the other of £54.2m will mature in 2027. The facilities have an all-in
blended interest rate of 2.86%. The Company is fully compliant with all debt
covenants and has significant headroom against income and asset cover breach
covenants. Property values in the two facilities would need to drop by more
than 26% and 30% respectively, from the 30 September 2021 valuations, for the
loan-to-value covenant to be breached.
Gearing (debt to total assets) was 36.7% at the year end (2020: 37.6%). Whilst
this is higher than the Board's target range of 30-35%, it does not breach the
Company's investment policy, as no new gearing has been taken on. As noted
above, there is headroom against the loan-to-value breach covenants of the
debt facilities.
Further details are included in Note 13 to the Consolidated Financial
Statements.
CASH
As at 30 September 2021 the Company had cash and cash equivalents of £11.6m
with a further £6.6m drawn and held in a disposals account under the debt
facility which will be used to assist with future asset management or
investment opportunities.
DIVIDENDS
At the start of the financial year, the Company was paying monthly dividends
at the annual rate of 4.00 pence. The dividend rate was increased to an annual
rate of 5.00 pence per share, with the first payment at this new rate being
made in May 2021 for the month of April. The average dividend paid in the year
was, therefore, 4.42 pence per share and was fully covered for the financial
year at 119.0%. The dividend yield at the year end was 6.8%, based on an
annual dividend rate of 5.00 pence per share and a share price of 73.80 pence
as at 30 September 2021.
The Board declared a dividend of 0.4167 pence per share for the month of
September which was paid in October 2021.
The Company continues to monitor passing rent and cash collection in reviewing
the dividend level and also reviews the aggregate distributions made to ensure
compliance with REIT regulations, which, with some flexibility on timing,
requires a REIT to distribute 90% of tax-exempt rental income as Property
Income Distributions (PIDs): a condition that the Company has met since
inception.
TAX
Owing to the Company's REIT status, income and capital gains from our property
rental business are exempt from corporation tax and the tax charge for the
year is therefore nil. The Company recovers all of its VAT cost.
The Company continues to meet all the REIT requirements ensuring that its REIT
status is maintained.
STRATEGY REVIEW AND IMPLEMENTATION
The Company announced on 22 July 2021 that, following an internal review, it
would retain its scope as a generalist UK commercial property company with a
focus on income but would, for the foreseeable future, given its attractive
investment potential, focus on the retail warehousing sector, which already
accounted for over 70% of the Group's portfolio by value.
This will require an orderly disposal of the office part of the portfolio and
redeployment of the assets into retail warehousing. Progress has already been
made in this direction with the purchase, in August, of Springkerse Retail
Park in Stirling, and post period end, the sale of three of the four of the
Company's offices. The Company has sold Midland Bridge House, Bath; 145
Morrison Street, Edinburgh; and Citygate II, Newcastle for a combined headline
price of £37.36m. Once deductions for topped up rents and rent-free periods
are factored in, the Company will have £36.42m to reinvest. It is the
Company's intention to sell the remaining office when it is appropriate to do
so. The sale of the office assets may involve some impact on asset values and
income cover until such time as the cash resources can be re-deployed into the
new strategic direction. This process will also involve direct purchase costs
such as SDLT, which will also affect asset value. The Company will continue to
provide an update on progress through its quarterly announcement of net asset
value, which will include reference to net income cover, and is expected to
show the positive direction of the existing and future retail assets held.
SUMMARY AND OUTLOOK
COVID-19 continued to present the Company with challenges during the year.
However, positive progress was made with rent collection, which returned to
pre-pandemic levels. The contracted rent has also increased and has almost
reached pre-pandemic levels too.
The portfolio was refreshed by the sale of the Tesco supermarket at Prestatyn
and the purchase of Springkerse Retail Park. The development of Haddington
Retail Park was finished, and several asset management initiatives were
completed. All of these initiatives generated additional income for the
Company.
Neelum Yousaf
Director of Finance
Principal and Emerging Risks
The principal risks and emerging risks have all been reviewed in detail,
taking into account the challenging health and economic environment globally
and how this impacts or might impact the Company. The Audit and Risk Committee
recognises that there are risks and uncertainties that could have a material
effect on the Company's results. Under the 2019 AIC Code of Corporate
Governance (the 'AIC Code'), directors of listed companies are required to
confirm in the annual report that they have performed a robust assessment of
the Company's emerging and principal risks, including those that would
threaten its business model, future income and asset value performance,
solvency or liquidity and pricing of the Company's shares.
The Board is also cognisant of emerging risks defined as potential trends,
sudden events or changing risks which are characterised by a high degree of
uncertainty in terms of probability of occurrence and possible effects on the
Company. Once emerging risks become sufficiently clear, they may be treated as
specific risks and added to the Company's matrix of significant risks, which
was the case in 2020 for the impact of the pandemic and in this year includes
emerging inflationary pressures, supply lines and continuing changes in the
uses of commercial property in the UK.
The Board works closely with the Investment Manager and advisers to the
Company to try and manage the risks, including emerging risks, as best as they
can. The central aims remain to preserve net income for the Company,
resilience in its day-to-day operations (including meeting its regulatory
obligations and obligations to its stakeholders), capital value and the price
at which shares are traded where it can, whilst looking to the longer term to
try and find strategic direction for positive rather than simply protective
returns.
The impact of exposure to a particular sector, for example retail and offices,
the impact of share price volatility on shareholder returns, the effects of
gearing (when returns are negative) and the continuing risks of an uncertain
economic and political environment in the UK have all resulted in challenges,
and emerging opportunities, during the financial year.
While the effects of the COVID-19 pandemic are ongoing, the immediate
restrictions and perceived health risks have significantly reduced during the
second part of the current year and this is reflected in the Company's risk
matrix. However, the economic impact is likely to have much longer-term
impacts which are difficult to evaluate as to their effects on the Company.
For the purposes of this year's report the concentration has been on looking
to the longer term for the significant changes that are impacting on the UK
commercial property sector, the eventual outcomes of which are difficult to
assess or predict with any accuracy.
The Board and its advisers have identified the following categories of risk:
· Investment strategy and performance
- Strategic direction of the Company and how and where it invests
- Significant exposure to a specific property, tenant, geographic
location or to lease expiries in a given year
- Lack of investment opportunities reducing the ability to acquire
properties at the required return
- Poor investment decisions, incomplete due diligence and mistimed
investment of capital
- Ineffective active asset management of properties
- Poor execution of development and other construction projects
· Premium/discount level and share price volatility
- Share price volatility
· Financial, which includes the impact of gearing
- Gearing
- Non-compliance with debt facilities
- Insufficient Working Capital
- Protection of income and asset value in light of the COVID-19 crisis
· Regulatory
- Non-compliance with laws and regulations
· Operational
- Health and safety
- Lack or failure of internal controls of the Investment Manager or
Administrator
- Failure to manage Environmental, Social and Governance (ESG) issues
- Resilience of sub-agents
· Economic, governmental and exogenous risks outside the Company's control
- Weak economic and/or political environment, including the potential
impacts of Brexit
- Exogenous factors outside the Company's control, including the
impact of the COVID-19 pandemic
- Supply chain risks
- Inflation
The categories of risk are broken into individual key risks with an assessment
of potential impact controls and mitigation in place and changes in that
environment since the previous year end. The risks include those that may be
more remote but, should they arise, would have an impact, given the nature of
a property investment company with tangible assets and these risks, as set
out in detail in the annual accounts, are also aligned with the strategy of
the Company which is also set out in the accounts.
Directors' Responsibilities Statement
The Directors are responsible for preparing the Strategic Report, the
Directors' Report, the Directors' Remuneration Report and the Financial
Statements in accordance with applicable law and regulations.
These Consolidated Financial Statements have been prepared in accordance with
international accounting standards (IAS) in conformity with the requirements
of the Companies Act 2006 and in accordance with international financial
reporting standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as
it applies in the European Union. Company law requires the Directors to
prepare financial statements for each financial year. Under that law the
Directors have to prepare the Consolidated Financial Statements in accordance
with IFRS and have elected to prepare the parent company financial statements
in accordance with United Kingdom Generally Accepted Accounting Practice,
including FRS 101 'Reduced Disclosure Framework' (UK Accounting Standards and
applicable law). 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 and profit or loss of the Company and Group for
that period. In preparing these Financial Statements, the Directors are
required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and
prudent;
- state whether applicable IFRSs have been followed, subject to any
material departures disclosed and explained in the Financial Statements; and
- prepare the Financial Statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Financial Statements and the Directors'
Remuneration Report comply with the Companies Act 2006 and Article 4 of the
IAS Regulation. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
DIRECTORS' RESPONSIBILITY STATEMENT IN RESPECT OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report in accordance
with applicable law and regulations. The Directors consider the Annual Report
and the Financial Statements, taken as a whole, provide the information
necessary to assess the Company's performance, business model and strategy and
are fair, balanced and understandable.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER THE DISCLOSURE GUIDANCE AND
TRANSPARENCY RULES
To the best of our knowledge:
- the Group Financial Statements, prepared in accordance with IFRSs as
adopted by the European Union, 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 Annual Report, including the Strategic Report and the Directors'
Report, includes a fair review of the development and performance of the
business and the position of the Company and the undertakings included in the
consolidation taken as a whole, together with a description of the principal
risks and uncertainties that they face.
DISCLOSURE OF INFORMATION TO THE AUDITOR
The Directors confirm that:
- so far as each Director is aware, there is no relevant audit information
of which the Company's Auditor is unaware; and
- the Directors have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit information
and to establish that the Company's Auditor is aware of that information.
William Hill
Chairman
17 December 2021
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2021
Year ended 30 September 2021 Year ended 30 September 2020
Notes Revenue £'000 Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000
Revenue
Rental income 17,371 - 17,371 19,857 - 19,857
Total revenue 17,371 - 17,371 19,857 - 19,857
Unrealised gain/(loss) on revaluation of investment properties 9 - 4,655 4,655 - (49,991) (49,991)
Realised gain on sale of investment properties realised 9 - 1,179 1,179 - - -
Total income 17,371 5,834 23,205 19,857 (49,991) (30,134)
Expenditure
Investment management fee 2 (1,687) - (1,687) (1,882) - (1,882)
Other expenses 3 (1,914) - (1,914) (1,460) - (1,460)
Total expenditure (3,601) - (3,601) (3,342) - (3,342)
Movement in expected credit losses 11 615 - 615 (700) - (700)
Profit/(loss) before finance costs and taxation 14,385 5,834 20,219 15,815 (49,991) (34,176)
Net finance costs
Interest receivable 4 - - - 58 - 58
Interest payable 5 (3,109) - (3,109) (3,258) - (3,258)
Profit/(loss) before taxation 11,276 5,834 17,110 12,615 (49,991) (37,376)
Taxation 6 - - - - - -
Profit/(loss) and total comprehensive income for the year 11,276 5,834 17,110 12,615 (49,991) (37,376)
Basic and diluted earnings per share (pence) 8 5.34p 2.76p 8.10p 5.97p (23.66)p (17.69)p
The total column of this statement represents the Group's Consolidated
Statement of Comprehensive Income, prepared in accordance with IFRS.
The supplementary revenue return and capital return columns are prepared under
guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement are derived from
continuing operations.
No operations were acquired or discontinued in the year.
The accompanying notes are an integral part of these Financial Statements.
Consolidated Statement of Financial Position
As at 30 September 2021
Notes As at 30 September 2021 As at 30 September 2020
£'000 £'000
Non-current assets
Investment properties 9 277,984 268,246
277,984 268,246
Current assets
Trade and other receivables 11 13,390 14,164
Cash and cash equivalents 12 11,642 12,308
25,032 26,472
Total assets 303,016 294,718
Non-current liabilities
Loans 13 (110,277) (110,112)
(110,277) (110,112)
Current liabilities
Trade and other payables 14 (3,190) (2,833)
Total liabilities (113,467) (112,945)
Net assets 189,549 181,773
Equity and reserves
Called-up equity share capital 16 2,113 2,113
Share premium 125,559 125,559
Capital reserve - investments held (42,710) (47,365)
Capital reserve - investments sold 3,561 2,382
Special distributable reserve 82,711 83,162
Revenue reserve 18,315 15,922
Equity shareholders' funds 189,549 181,773
Net asset value per Ordinary Share (pence) 15 89.69p 86.01p
The accompanying notes are an integral part of these Financial Statements.
Company number: 09090446.
The Financial Statements were approved by the Board of Directors on 17
December 2021 and signed on its behalf by:
William Hill
Chairman
Consolidated Statement of Changes in Equity
For the year ended 30 September 2021
Notes Share capital account Share premium Capital Capital Special distributable reserve Revenue reserve Total equity
£'000 £'000 reserve - reserve - £'000 £'000 £'000
investments held investments sold
£'000 £'000
As at 30 September 2020 2,113 125,559 (47,365) 2,382 83,162 15,922 181,773
Profit and total comprehensive income for the year - - 4,655 1,179 - 11,276 17,110
Transactions with owners recognised in equity:
Dividends paid 7 - - - - - (9,334) (9,334)
Transfer from special reserve - - - - (451) 451 -
As at 30 September 2021 2,113 125,559 (42,710) 3,561 82,711 18,315 189,549
For the year ended 30 September 2020
Notes Share capital account Share premium Capital Capital Special distributable reserve Revenue reserve Total equity
£'000 £'000 reserve - reserve - £'000 £'000 £'000
investments held investments sold
£'000 £'000
As at 30 September 2019 2,113 125,559 2,626 2,382 83,639 13,441 229,760
Loss and total comprehensive income for the year - - (49,991) - - 12,615 (37,376)
Transactions with owners recognised in equity:
Dividends paid 7 - - - - - (10,611) (10,611)
Transfer from special reserve - - - - (477) 477 -
As at 30 September 2020 2,113 125,559 (47,365) 2,382 83,162 15,922 181,773
The accompanying notes are an integral part of these Financial Statements.
Consolidated Statement of Cash Flow
For the year ended 30 September 2021
Notes Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Cash flows from operating activities
Profit/(loss) before tax 17,110 (37,376)
Adjustments for:
Interest receivable - (58)
Interest payable 3,109 3,258
Unrealised revaluation (gain)/loss on property portfolio (4,655) 49,991
Realised gain on sale of investment property realised (1,179) -
Operating cash flows before working capital changes 14,385 15,815
Decrease in trade and other receivables 1,823 620
(Decrease)/increase in trade and other payables (492) 1,169
Net cash inflow from operating activities 15,716 17,604
Cash flows from investing activities
Capital expenditure (10,345) (3,355)
Acquisition of investment properties (21,640) -
Sale of investment properties 27,953 -
Net cash outflow from investing activities (4,032) (3,355)
Cash flows from financing activities
Dividends paid (9,334) (10,803)
Interest received - 58
Interest paid (3,016) (3,172)
Net cash outflow from financing activities (12,350) (13,917)
Net (decrease)/increase in cash and cash equivalents (666) 332
Opening cash and cash equivalents 12,308 11,976
Closing cash and cash equivalents 12 11,642 12,308
The accompanying notes are an integral part of these Financial Statements.
Notes to the Consolidated Financial Statements
1. ACCOUNTING POLICIES
(A) BASIS OF PREPARATION
BASIS OF ACCOUNTING
These Consolidated Financial Statements have been prepared in accordance with
international accounting standards (IAS) in conformity with the requirements
of the Companies Act 2006 and in accordance with international financial
reporting standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as
it applies in the European Union. The accounts have been prepared on a
historical cost basis, except for investment property valuations that have
been measured at fair value.
The Notes and Financial Statements are presented in pounds sterling (being the
functional currency and presentational currency for the Company) and are
rounded to the nearest thousand except where otherwise indicated.
GOING CONCERN
Under the AIC Code of Corporate Governance (the 'AIC Code'), the Board needs
to report whether the business is a going concern. In considering this
requirement, the Directors have taken the following into account:
- the Group's projections for the next three years, in particular the cash
flows, borrowings and occupancy rate;
- the ongoing ability to comply comfortably with the Group's financial
covenants (details of the loan covenants are included in Note 13);
- the risks included on the Group's risk register that could impact on the
Group's liquidity and solvency over the next 12 months; and
- the risks on the Group's risk register that could be a potential threat
to the Group's business model.
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report. The Strategic Report also includes the Group's risks and risk
management processes.
The Directors made an assessment of Going Concern, under the guidelines of the
AIC. Details of this assessment is included in the Directors' Report in the
annual accounts.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of Financial Statements requires management to make estimates
and assumptions that affect the amounts reported for assets and liabilities as
at the year-end date and the amounts reported for revenue and expenses during
the period. The nature of the estimation means that actual outcomes could
differ from those estimates. Estimates and underlying assumptions are reviewed
on an ongoing basis.
KEY ESTIMATES
The only significant source of estimation uncertainty relates to the
investment property valuations. The fair value of investment properties is
determined by independent real estate valuation experts using recognised
valuation techniques. The properties have been valued on the basis of 'Fair
Value' in accordance with the current editions of RICS Valuation - Global
Standards, which incorporate the International Valuation Standards, and the
RICS UK National Supplement. Investment property under construction is subject
to a higher estimation uncertainty than that of investment property due to the
estimation required for future expenditure, which is factored into the
valuation models for these properties. In line with the recommendation of the
European Public Real Estate Association (EPRA), all properties have been
deemed to be Level 3 under the fair value hierarchy classification set out
below. This is described in more detail in Note 9. Revisions to accounting
estimates are recognised in the year in which the estimate is revised if the
revision affects only that year, or in the year of the revision and future
years if the revision affects both current and future years.
The fair value measurement for the assets and liabilities are categorised into
different levels in the fair value hierarchy based on the inputs to valuation
techniques used. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities that the Group can access at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly.
Level 3: unobservable inputs for the asset or liability. Value is the
Directors' best estimate, based on advice from relevant knowledgeable experts,
use of recognised valuation techniques and on assumptions as to what inputs
other market participants would apply in pricing the same or a similar
instrument. As explained in more detail in Note 9, all investment properties
are included in Level 3.
The Group recognises transfers between levels of the fair value hierarchy as
of the end of the reporting period during which the transfer has occurred.
KEY JUDGEMENTS
Key judgements relate to property acquisitions where different accounting
policies could be applied and operating lease contracts. These are described
in more detail below, or in the relevant notes to the financial statements.
PROPERTY ACQUISITIONS AND BUSINESS COMBINATIONS
The Group acquires real estate either as individual properties or as the
acquisition of a portfolio of properties either directly or through the
acquisition of a corporate entity. During the year, judgement was applied in
determining whether the acquisition of the Springkerse Retail Park represented
the acquisition of a business or a property. Management considered that an
integrated set of activities, capable of being independently conducted and
managed for the purpose of generating a return, was not acquired in addition
to the property, and as such, accounted for the acquisition as an addition to
the property portfolio, rather than a business combination.
OPERATING LEASE CONTRACTS - THE GROUP AS LESSOR
The Group has determined, based on an evaluation of the terms and conditions
of the arrangements, particularly the duration of the lease terms and minimum
lease payments, that it retains all the significant risks and rewards of
ownership of these properties and so accounts for the leases as operating
leases. Management has applied judgement by considering key new leases this
year and have assessed that no lease exceeds a term of 40 years and as such
determined that the terms and conditions of the arrangements do not result in
a transfer of significant risks and rewards of ownership of these properties
and that these should therefore be accounted for as operating leases.
The leases when signed, are for between five and 35 years. At the inception of
the lease, management do not consider any extension of the leases to be
reasonably certain and, as such do not factor any lease extensions into their
considerations of lease incentives and the treatment of rental income.
BASIS OF CONSOLIDATION
The Consolidated Financial Statements comprise the financial statements of the
Company and its two subsidiaries drawn up to 30 September 2021. Subsidiaries
are those entities, including special purpose entities, controlled by the
Company and are detailed in Note 10. Control exists when the Company is
exposed, or has rights, to variable returns from its investment with the
investee and has the ability to affect those returns through its power over
the investee. In assessing control, potential voting rights that presently are
exercisable are taken into account. The financial statements of subsidiaries
are included in the Consolidated Financial Statements from the date that
control commences until the date that control ceases.
In preparing the Consolidated Financial Statements, intra-Group balances,
transactions and unrealised gains or losses have been eliminated in full.
Uniform accounting policies are adopted for all companies within the Group.
(B) REVENUE RECOGNITION
RENTAL INCOME
Rental income, excluding VAT, arising on investment properties is accounted
for in the Statement of Comprehensive Income on a straight-line basis over the
terms of the individual leases.
Lease incentives including rent-free periods and payments to tenants, are
allocated to the Statement of Comprehensive Income on a straight-line basis
over the lease term or on another systematic basis, if applicable. Where
income is recognised in advance of the related cash flows, an adjustment is
made to ensure that the carrying value of the relevant property, including
accrued rent disclosed separately within 'trade and other receivables', does
not exceed the external valuation.
The Group may from time to time receive surrender premiums from tenants who
break their leases early. To the extent they are deemed capital receipts to
compensate the Group for loss in value of property to which they relate, they
are credited through the capital column of the Statement of Comprehensive
Income to capital reserves. All other surrender premiums are recognised within
rental income in the Statement of Comprehensive Income.
INTEREST INCOME
Interest income is accounted for on an accruals basis.
SERVICE CHARGES AND EXPENSES RECOVERABLE FROM TENANTS
Where service charges and other expenses are recharged to tenants, the expense
and the income received in reimbursement are offset within the Statement of
Comprehensive Income and are not separately disclosed, as the Directors
consider that the Group acts as agent in this respect. Service charges and
other property-related expenses that are not recoverable from tenants are
recognised in expenses on an accruals' basis.
(C) OTHER EXPENSES
Expenses are accounted for on an accruals' basis. The Group's investment
management and administration fees, finance costs and all other expenses are
charged to revenue through the Statement of Comprehensive Income.
(D) DIVIDENDS PAYABLE
Dividends are accounted for in the period in which they are paid. All of the
dividends are paid as interim dividends and the dividend policy is put to
shareholders for approval.
(E) TAXATION
The Group is a Real Estate Investment Trust (REIT) and is thereby exempt from
tax on both rental profits and chargeable gains. In order to retain REIT
status, certain ongoing criteria must be maintained. The main criteria are as
follows:
- at the start of each accounting period, the assets of the tax-exempt
business must be at least 75% of the total value of the Group's assets;
- at least 75% of the Group's total profits must arise from the tax-exempt
business;
- at least 90% of the tax-exempt rental business profits must be
distributed in the form of a Property Income Distribution (PID); and
- the Group must hold a minimum of three properties with no single
property exceeding 40% of the portfolio value.
The Directors intend that the Group should continue as a REIT for the
foreseeable future, with the result that deferred tax is not recognised on
temporary differences relating to the property rental business which is within
the REIT structure.
Taxation on any profit or loss for the period not exempt under UK-REIT
regulations comprises current and deferred tax. Taxation is recognised in the
Statement of Comprehensive Income except to the extent that it relates to
items recognised as direct movements in equity, in which case it is also
recognised as a direct movement in equity.
Current tax is the expected tax payable on the taxable income for the period,
using tax rates and laws enacted or substantively enacted at the year-end
date.
Deferred tax is provided using the liability method on all temporary
differences at the reporting date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes
calculated using rates and laws enacted or substantively enacted by the end of
the period expected to apply. Deferred tax assets are recognised only to the
extent that it is probable that taxable profit will be available against which
deductible temporary differences, carried forward tax credits or tax losses
can be utilised. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and
liabilities. In determining the expected manner of realisation of an asset the
Directors consider that the Group will recover the value of investment
property through sale. Deferred tax relating to items recognised directly in
equity is recognised in equity and not in profit or loss.
(F) INVESTMENT PROPERTIES
Investment properties consist of land and buildings which are not occupied for
use by or in the operations of the Group or for sale in the ordinary course of
business but are held to earn rental income together with the potential for
capital and income growth.
Investment properties are initially recognised at 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 period incurred and included
within the book cost of the property.
After initial recognition, investment properties are measured at fair value,
with gains and losses recognised in the Statement of Comprehensive Income.
Fair value is based on an open market valuation provided by Knight Frank LLP,
Chartered Surveyors at the year-end date using recognised valuation techniques
appropriately adjusted for unamortised lease incentives, lease surrender
premiums and rental adjustments.
The determination of the fair value of investment properties requires the use
of estimates such as future cash flows from assets (including lettings,
tenants' profiles, future revenue streams, capital values of fixtures and
fittings, plant and machinery, any environmental matters and the overall
repair and condition of the property) and discount rates applicable to those
assets. These estimates are based on local market conditions existing at the
reporting date.
In terms of IAS 40, investments property under construction is measured at
fair value, with gains and losses recognised in the Statement of Comprehensive
Income. Fair value is based on an open market valuation provided by Knight
Frank LLP, Chartered Surveyors at the year-end date. The determination of the
fair value of investment property under construction requires the use of
estimates such as future cash flows from assets (including lettings, tenants'
profiles, future revenue streams, capital values of fixtures and fittings,
plant and machinery, any environmental matters and the overall repair and
condition of the property) and discount rates applicable to those assets.
These estimates are based on local market conditions existing at the reporting
date.
Investment property is derecognised when it has been disposed of or
permanently withdrawn from use and no future economic benefit is expected from
its disposal. On derecognition, gains and losses on disposals of investment
properties are recognised in the Statement of Comprehensive Income and
transferred to the capital reserve - investments sold. Recognition and
derecognition occurs on the completion of a sale.
(G) CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in hand and short-term deposits in
banks with an original maturity of three months or less.
(H) TRADE AND OTHER RECEIVABLES
Rents receivable, which are generally due for settlement at the relevant
quarter end, are recognised and carried at the original invoice amount less an
allowance for any uncollectable amounts. An expected credit loss (ECL)
methodology is applied to applicable trade and other receivables. Expected
credit losses are recognised in the Statement of Comprehensive Income as part
of the ongoing assessment. Any incurred losses are written off when
identified.
The Group applies the IFRS 9 simplified approach to measuring the expected
credit losses for trade receivables whereby the allowance or provision for
all trade receivables are based on the lifetime expected credit losses. The
Group considers historical defaults over the expected life of the trade
receivables and any information related to the debtors available at year end
to determine forward-looking estimates of possible defaulting. This is
consistent with the approach followed in prior periods.
(I) INTEREST-BEARING LOANS AND BORROWINGS
All loans and borrowings are initially recognised at the fair value of the
consideration received net of arrangement costs associated with the borrowing.
After initial recognition, all interest-bearing loans and borrowings are
subsequently measured at amortised cost; any difference is recognised in the
Statement of Comprehensive Income over the period of the borrowing using the
effective interest method. Amortised cost is calculated by taking into account
any loan arrangement costs and any discount or premium on settlement.
The Company discloses the bases and impact of early repayment of debt and also
the fair value of the loans but includes the creditor amounts on the
accounting policy above.
(J) PROPERTY ACQUISITIONS
Where property is acquired, via corporate acquisitions or otherwise,
management considers the substance of the assets and activities of the
acquired entity in determining whether the acquisition represents the
acquisition of a business or the acquisition of an asset.
Where such acquisitions are not judged to be an acquisition of a business,
they are not treated as business combinations. Rather, the cost to acquire the
corporate entity is allocated between the identifiable assets and liabilities
of the entity based on their relative fair values at the acquisition date.
Accordingly, no goodwill or additional deferred taxation arises. Otherwise,
acquisitions are accounted for as business combinations.
(K) RESERVES
SHARE PREMIUM
The surplus of net proceeds received from the issuance of new shares over
their par value is credited to this account and the related issue costs are
deducted from this account. The reserve is non-distributable. The initial
share premium account, on the launch of the Company in 2014, was transferred
to the special distributable reserve, following shareholder approval and
successful application to court.
CAPITAL RESERVES
The following are accounted for in the capital reserve - investments sold:
- realised gains and losses arising on the disposal of investment
properties.
The following are accounted for in the capital reserve - investments held:
- increases and decreases in the fair value of investment properties held
at the period end.
REVENUE RESERVE
The net profit arising in the revenue column of the Statement of Comprehensive
Income is added to or deducted from this reserve which is available for paying
dividends. Where the Company's revenue reserve is insufficient to fund the
dividends paid, a transfer can be made to this reserve from the special
distributable reserve.
SPECIAL DISTRIBUTABLE RESERVE
Shortly after the launch of the Company, an application to Court was
successfully made for the cancellation of the initial share premium account
which allowed the balance of the share premium account at that date to be
transferred to the special distributable reserve. This reserve is available
for paying dividends and buying back the Company's shares.
CAPITAL MANAGEMENT
The Group's capital is represented by the Ordinary Shares, share premium,
capital reserves, revenue reserve and special distributable reserve. The Group
is not subject to any externally-imposed capital requirements.
The capital of the Group is managed in accordance with its investment policy,
in pursuit of its investment objective. Capital management activities may
include the allotment of new shares, the buyback or re-issuance of shares from
treasury, the management of the Group's discount to net asset value and
consideration of the Group's net gearing level.
There have been no changes in the capital management objectives and policies
or the nature of the capital managed during the year.
(L) CHANGES IN ACCOUNTING POLICIES
The accounting policies adopted are consistent with those of the previous
financial year, except that the following new standards have become effective
in the current year:
- IFRS 16 'Leases' COVID-19-Related Rent Concessions - As a result of the
coronavirus (COVID-19) pandemic, rent concessions have been granted to
lessees. Such concessions might take a variety of forms, including payment
holidays and deferral of lease payments. Lessees can elect to account for such
rent concessions in the same way as they would if they were not lease
modifications. In many cases, this will result in accounting for the
concession as variable lease payments in the period(s) in which the event or
condition that triggers the reduced payment occurs.
This standard has not had any impact on the Group's Financial
Statements as presented for the current year as there has been no change in
the accounting principles applicable to the lessor.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
The following standards have been issued but are not effective for this
accounting period and have not been adopted early:
- IAS 1 (amended) - Amendments regarding classifications of liabilities,
and disclosure of accounting policies - effective from 1 January 2023.
- IAS 8 (amended) - Amendments regarding the definition of accounting
estimates - effective from 1 January 2023.
- IAS 12 (amended) - Amendments regarding deferred tax on leases and
decommissioning obligations - effective from 1 January 2023.
Adoption of the new or amended standards and relevant interpretations in
future periods is not expected to have a material impact on the Financial
Statements of the Group.
The Group does not consider the adoption of any new standards or amendments,
other than those noted above, to be applicable to the Group.
2. INVESTMENT MANAGEMENT FEE
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Investment management fee 1,687 1,882
Total 1,687 1,882
Ediston Investment Services Limited has been appointed as the Company's
Alternative Investment Fund Manager (AIFM) and Investment Manager, with the
property management service of the Group being delegated to Ediston Properties
Limited. Ediston Investment Services Limited is entitled to a fee calculated
as 0.95% per annum of the net assets of the Group up to £250m, 0.75% per
annum of the net assets of the Group over £250m and up to £500m and 0.65%
per annum of the net assets of the Group over £500m. The management fee on
any cash available for investment (being all cash held by the Group except
cash required for working capital and capital expenditure) is reduced to
0.475% per annum while such cash remains uninvested. The management fee is
reduced by a quarterly contribution of £10,000 (£40,000 per annum) towards
the overall management costs of the Company.
Ediston Investment Services Limited has committed to investing 20.0% of the
quarterly management fee in the Company's shares each quarter for a period of
three years commencing 1 October 2020. Refer to Note 17 for further
information.
3. OTHER EXPENSES
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Direct operating expenses for investment properties:
- from which income is received 1,016 512
- from which income is not received - -
Administration fee 179 231
Valuation and other professional fees 157 235
Directors' fees 212 175
Public relations and marketing 73 111
Auditor's remuneration for:
Audit services:
- fees payable for the audit of the consolidation and the parent company 42 39
accounts
- fees payable for the audit of subsidiaries, pursuant to legislation 36 38
Listing and registrar fees 46 47
Other 153 72
Total 1,914 1,460
The movement in expected credited losses, which was previously grouped with
other expenses, has been reconsidered and whilst this is immaterial, it has
been presented separately on the face of the Consolidated Statement of
Comprehensive Income, in line with the requirements of IAS 1.
4. INTEREST RECEIVABLE
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Deposit interest - 58
Total - 58
5. INTEREST PAYABLE
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Loan interest 2,938 3,092
Amortisation of loan set-up costs 165 166
Bank interest 6 -
Total 3,109 3,258
6. TAXATION
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Total tax charge - -
A reconciliation of the corporation tax charge applicable to the results at
the statutory corporation tax rate to the charge for the year is as follows:
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Profit/(loss) before taxation 17,110 (37,376)
UK tax at a rate of 19.0% (2020: 19.0%) 3,251 (7,101)
Effects of:
REIT exempt profits (2,228) (2,488)
REIT exempt (gains)/losses (1,109) 9,498
Excess management expenses of residual business 86 91
Total tax charge - -
The Company served notice to HM Revenue & Customs that the Company, and
its subsidiaries, qualified as a REIT with effect from 31 October 2014.
Subject to continuing relevant UK-REIT criteria being met, the profits from
the Group's property rental business, arising from both income and capital
gains, are exempt from corporation tax.
The Group has unutilised tax losses carried forward in its residual business
of £2,566,000 at 30 September 2021 (2020: £2,044,000). No deferred tax asset
has been recognised on this amount as the Group cannot be certain that there
will be taxable revenue profits arising within its residual business from
which the future reversal of the deferred tax asset could be deducted.
Although the Group anticipates sufficient capital profits, these cannot be
offset against losses which are revenue in nature.
7. DIVIDENDS
Seven monthly dividends of 0.3333 pence per share and five monthly dividends
of 0.4167 pence per share, at a total cost of £9,334,000 (2020: seven monthly
dividends at a rate of 0.4792 pence per share and five monthly dividends at a
rate of 0.3333 pence per share, at a cost of £10,611,000) were paid during
the year. This equates to an annualised dividend of 4.42 pence (2020: 5.02
pence) per share. The rate was increased from 0.3333 pence per share to 0.4167
pence per share in May 2021.
Since the year end, interim dividends, each of 0.4167 pence per share, have
been paid on 29 October 2021 and 30 November 2021. A further
interim dividend, of 0.4167 pence per share, will be paid on 31 December 2021.
This monthly dividend of 0.4167 pence per share equates to an annualised
dividend level of 5.00 pence per share. All of the distributions made by the
Company have been PIDs.
8. EARNINGS PER SHARE
Basic and diluted earnings per share.
Year ended 30 September 2021 Year ended 30 September 2020
£'000 Pence per share £'000 Pence per share
Revenue earnings 11,276 5.34 12,615 5.97
Capital earnings 5,834 2.76 (49,991) (23.66)
Total earnings 17,110 8.10 (37,376) (17.69)
Average number of shares in issue 211,333,737 211,333,737
9. INVESTMENT PROPERTIES
Freehold and leasehold properties As at 30 September 2021 £'000 As at 30 September 2020 £'000
Opening book cost 315,611 312,517
Opening unrealised (depreciation)/appreciation (47,365) 2,626
Opening fair value 268,246 315,143
Movements for the period
Acquisitions 21,850 -
Sales - proceeds (27,953) -
- gain on sales 1,179 -
Capital expenditure 10,007 3,094
Movement in book cost 5,083 3,094
Unrealised gains on investment properties 10,798 -
Unrealised losses on investment properties (6,143) (49,991)
Movement in fair value 4,655 (49,991)
Closing book cost 320,694 315,611
Closing unrealised depreciation (42,710) (47,365)
Closing fair value 277,984 268,246
During the year ended 30 September 2021 the Group sold the Tesco Superstore,
which forms part of Prestatyn Shopping Park, a strip of undeveloped land at
Hull (which was acquired from us by way of a compulsory purchase order) and
land at Rhyl. The Group received a net amount of £27,953,000 (2020: £nil)
from investments sold during the year. The total book cost of the investments
when it was purchased was £26,774,000. These investments have been revalued
over time and, until it was sold, any unrealised gains/losses were included in
the fair value of the investments.
In August 2021 the Group acquired Springkerse Retail Park in Stirling,
Scotland at a cost of £21,850,000.
During the year, expenditure totalling £10,007,000 (2020: £3,094,000),
incurred in improving investment properties, has been capitalised to the book
cost of the property.
The fair value of the investment properties reconciled to the appraised value
as follows:
As at 30 September 2021 £'000 As at 30 September 2020 £'000
Closing fair value 277,984 268,246
Lease incentives held as debtors (Note 11) 5,361 4,729
Appraised market value per Knight Frank 283,345 272,975
Changes in the valuation of investment properties:
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Gain on sale of investment properties 1,179 -
Unrealised profit realised during the year - -
Gain on sale of investment properties realised* 1,179 -
Unrealised gains on investment properties - -
Unrealised gains/(losses) on investment properties 4,655 (49,991)
Total gain/(loss) on revaluation of investment properties 5,834 (49,991)
* Represents the difference between the sales proceeds, net of costs,
and the property valuation at the end of the prior year.
The gain/(loss) on revaluation of investment properties reconciles to the
movement in appraised market value as follows:
Year ended 30 September 2021 £'000 Year ended 30 September 2020 £'000
Total gain/(loss) on revaluation of investment properties 4,655 (49,991)
Purchases 21,850 -
Capital expenditure 10,007 3,094
Sales - net proceeds (26,774) -
Movement in fair value 9,738 (46,897)
Movement in lease incentives held as debtors 632 697
Movement in appraised market value 10,370 (46,200)
At 30 September 2021, the investment properties were valued at £283,345,000
(2020: £272,975,000) by Knight Frank LLP (Knight Frank), in their capacity as
external valuers. This includes no investment property under construction
(2020: £3,150,000). The valuation was undertaken in accordance with the
current editions of RICS Valuation - Global Standards, which incorporate the
International Valuation Standards, and the RICS UK National Supplement. Fair
value is based on an open market valuation (the price that would be received
to sell an asset, or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date), provided by Knight Frank
on a quarterly basis, using recognised valuation techniques as set out in the
Group's accounting policies.
The Group is required to classify fair value measurements of its investment
properties using a fair value hierarchy, in accordance with IFRS 13 'Fair
Value Measurement'. In determining what level of the fair value hierarchy to
classify the Group's investments within, the Directors have considered the
content and conclusion of the position paper on IFRS 13 prepared by the EPRA,
the representative body of the publicly listed real estate industry in Europe.
This paper concludes that, even in the most transparent and liquid markets, it
is likely that valuers of investment property will use one or more significant
unobservable inputs or make at least one significant adjustment to an
observable input, resulting in the vast majority of investment properties
being classified as Level 3.
Observable market data is considered to be that which is readily available,
regularly distributed or updated, reliable and verifiable, not proprietary and
provided by independent sources that are actively involved in the relevant
market. In arriving at the valuation Knight Frank will have to make
adjustments to observable data of similar properties and transactions to
determine the fair value of a property and this will involve the use of
considerable judgement.
Considering the Group's specific valuation process, industry guidance, and the
level of judgement required in the valuation process, the Directors believe it
appropriate to classify the Group's assets within Level 3 of the fair value
hierarchy.
All leasehold properties are carried at fair value rather than amortised over
the term of the lease. The same valuation criteria are applied to leasehold
and freehold properties. All leasehold properties have more than 100 years
remaining on the lease term.
The Group's investment properties, which are all commercial properties, are
considered to be a single class of assets. There have been no changes to the
valuation technique used through the period, nor have there been any transfers
between levels.
The key unobservable inputs made in determining the fair values are:
- estimated rental value (ERV): the rent at which space could be let in
the market conditions prevailing at the date of valuation; and
- net equivalent yield: the equivalent yield is defined as the internal
rate of return of the cash flow from the property, assuming a rise to ERV at
the next review, but with no further rental growth.
Information on these significant unobservable inputs is disclosed below:
30 September 2021 30 September 2020
Significant unobservable input Range Weighted average Range Weighted average
ERV per sq. ft. per annum £5 - £43 £13.80 £5 - £43 £13
Net equivalent yield 6.0% - 9.8% 7.0% 5.1% - 9.5% 6.8%
The ERV for the total portfolio is not materially different from the
contracted rent.
A decrease in the net equivalent yield applied to the portfolio by 0.25% will
increase the fair value of the portfolio by £10,500,000 (2020: £10,400,000),
and consequently increase the Group's reported income from unrealised gains on
investments. An increase in yield by 0.25% will decrease the fair value of the
portfolio by £9,800,000 (2020: £9,700,000) and reduce the Group's income.
The management of market price risk is part of the investment management
process and is typical of a property investment company. The portfolio is
managed with an awareness of the effects of adverse valuation movements
through detailed and continuing analysis, with an objective of maximising
overall returns to shareholders. Investments in property and property-related
assets are inherently difficult to value due to the individual nature of each
property. As a result, valuations are subject to substantial uncertainty.
There is no assurance that the estimates resulting from the valuation process
will reflect the actual sales price even where such sales occur shortly after
the valuation date. Such risk is minimised through the appointment of external
property valuers. The basis of valuation of the property portfolio is set out
in detail in the accounting policies.
Any changes in market conditions will directly affect the profit and loss
reported through the Statement of Comprehensive Income. Details of
the Group's investment property portfolio held at the balance sheet date are
disclosed in Note 9. A 10% increase in the value of the investment properties
held as at 30 September 2021 would have increased net assets available to
shareholders and increased the net income for the year by £28,000,000 (2020:
£27,000,000); an equal and opposite movement would have decreased net assets
and decreased the net income by an equivalent amount.
The calculations are based on the investment property valuations at the
respective balance sheet date and are not representative of the year as a
whole, nor reflective of future market conditions.
10. INVESTMENT IN SUBSIDIARIES
EPIC (No.1) Limited is a wholly-owned subsidiary of Ediston Property
Investment Company plc and is incorporated in England and Wales (Company
number: 09106328) with registered address The Scalpel, 18th Floor, 52 Lime
Street, London EC3M 7AF. EPIC (No.1) Limited was incorporated on 27 June 2014
and began trading on 5 May 2015. On 5 May 2015, the ownership of the property
portfolio held by the Company at that date was transferred to EPIC (No.1)
Limited. The net asset value of EPIC (No.1) Limited as at 30 September 2021
was £102,605,000 (2020: £103,379,000). The profit of EPIC (No.1) Limited
for the year to 30 September 2021 was £4,716,000 (2020: £17,852,000 loss).
EPIC (No.2) Limited is a wholly-owned subsidiary of Ediston Property
Investment Company plc and is incorporated in England and Wales (Company
number: 10978359) with registered address The Scalpel, 18th Floor, 52 Lime
Street, London EC3M 7AF. EPIC (No.2) Limited was incorporated on 23 September
2017, having been established to hold the five properties acquired by the
Group and to enter into the Group's additional loan facility. The net asset
value of EPIC (No.2) Limited as at 30 September 2021 was £81,576,000 (2020:
£72,576,000). The profit of EPIC (No.2) Limited for the period to 30
September 2021 was £12,680,000 (2020: £19,046,000 loss).
11. TRADE AND OTHER RECEIVABLES
As at 30 September 2021 £'000 As at 30 September 2020 £'000
Secured balance held with loan provider 6,837 8,297
Capital and rental lease incentives 5,361 4,729
Rent receivable (net of allowance for expected credit losses) 1,175 1,121
Other debtors and prepayments 17 17
Total 13,390 14,164
The secured balance held with the loan provider represents monies that have
been drawn under the Group's loan facilities, which are not currently invested
in properties and which have been placed in a secured account with Aviva until
required. The balance includes interest receivable of £186,000 (2020: £nil).
These monies are available for reinvestment in the Group's investment property
portfolio or, if necessary, could be used to partially repay the Group's
borrowings. During the year ended 30 September 2021, the Company utilised a
net amount of £1,646,000 (2020: £2,500,000) from the secured account.
Capital and rental lease incentives consist of £3,717,000 (2020: £3,434,000)
being the prepayments for rent-free periods recognised over the life of the
lease and £1,644,000 (2020: £1,295,000) relating to capital incentives paid
to tenants. As set out in the accounting policy for rental income, an
adjustment is made for these amounts to the fair value of the investment
properties (see Note 9) to prevent double counting.
Rent receivable is shown net of an allowance for expected credit losses
balance of £85,000 (2020: £700,000). The movement in the allowance is shown
below and reflected in the Statement of Comprehensive Income.
Allowance for expected credit losses £'000
Opening balance as at 30 September 2020 700
Reversal of allowance for expected credit losses (615)
Closing balance as at 30 September 2021 85
12. CASH AND CASH EQUIVALENTS
All cash balances at the year end were held in cash, current accounts or
deposit accounts.
As at 30 September 2021 £'000 As at 30 September 2020 £'000
Cash and cash equivalents 11,642 12,308
Total 11,642 12,308
13. LOANS
As at 30 September 2021 £'000 As at 30 September 2020 £'000
Principal amount outstanding 111,076 111,076
Set-up costs (1,612) (1,612)
Amortisation of loan set-up costs 813 648
Total 110,277 110,112
The Group's loan arrangements are with Aviva Commercial Finance Limited.
The Group has loans totalling £56,920,000 which carry a blended fixed
interest rate of 2.99% and mature in May 2025. This rate is fixed for the
period of the loan as long as the loan-to-value (LTV) is maintained below 40%,
increasing by ten basis points if the LTV is 40% or higher. These loans are
secured over EPIC (No.1) Limited's property portfolio.
The Group also has a loan totalling £54,156,000 which carries a fixed
interest rate of 2.73% and matures in December 2027. This rate is fixed for
the period of the loan as long as the LTV is maintained below 40%, increasing
by ten basis points if the LTV is 40% or higher. This loan is secured over
EPIC (No.2) Limited's property portfolio. At year end the covenants were both
below 40% LTV.
The Group's weighted average cost of borrowings remained 2.86% at 30 September
2021.
Under the financial covenants relating to the loans the Group has to ensure
that for each of EPIC (No.1) Limited and EPIC (No.2) Limited:
- the Historic Interest Cover and Projected Interest Cover, each being the
passing rental income as a percentage of finance costs and generally
calculated over a period of 12 months to/from the calculation date, is at
least 300%; and
- the LTV ratio, being the adjusted value of the loan as a percentage of
the aggregate market value of the relevant properties, must not exceed 50%.
Breach of the financial covenants, subject to various cure rights, may lead to
the loans falling due for repayment earlier than the final maturity dates
stated above. The Group has complied with all the loan covenants during the
year. Under the terms of early repayment relating to the loans, the cost of
repaying the loans on 30 September 2021, based on the yield on the Treasury 5%
2025 and Treasury 4.25% 2027 plus a margin of 0.5%, would have been
approximately £120,268,000 (2020: £126,362,000), including repayment of the
principal of £111,076,000 (2020: £111,076,000).
The fair value of the loans based on a marked-to-market basis, being the yield
on the relevant Treasury plus the appropriate margin, was £114,918,000 as at
30 September 2021 (2020: £119,668,000). This includes the principal amount
borrowed. Analysis of net debt:
Cash and cash equivalents 2021 £'000 Borrowing 2021 £'000 Net debt 2021 £'000 Cash and cash equivalents 2020 £'000 Borrowing 2020 £'000 Net debt 2020 £'000
Opening balance 12,308 (110,112) (97,804) 11,976 (109,946) (97,970)
Cash flows (666) - (666) 332 - 332
Non-cash flows - (165) (165) - (166) (166)
Closing balance 11,642 (110,277) (98,635) 12,308 (110,112) (97,804)
14. TRADE AND OTHER PAYABLES
As at 30 September 2021 £'000 As at 30 September 2020 £'000
Rental income received in advance 1,320 1,441
VAT payable to HMRC 549 224
Investment management fee payable 437 430
Loan interest payable 444 444
Capital expenditure payable 2 59
Other payables 438 235
Total 3,190 2,833
The Group's payment policy is to ensure settlement of supplier invoices in
accordance with stated terms.
15. NET ASSET VALUE
The Group's net asset value per Ordinary Share of 89.69 pence (2020: 86.01
pence) is based on equity shareholders' funds of £189,549,000 (2020:
£181,773,000) and on 211,333,737 (2020: 211,333,737) Ordinary Shares, being
the number of shares in issue at the year end.
The net asset value calculated under IFRS above is the same as the EPRA net
asset value at 30 September 2021 and 30 September 2020.
16. CALLED-UP EQUITY SHARE CAPITAL
Allotted, called-up and fully paid Ordinary Shares of 1 pence par value Number of shares £'000
Opening balance as at 30 September 2020 211,333,737 2,113
Issue of Ordinary Shares - -
Closing balance as at 30 September 2021 211,333,737 2,113
The Company did not issue any Ordinary Shares in the last two financial years.
The Company did not hold any shares in treasury during the previous two years.
Under the Company's Articles of Association, the Company may issue an
unlimited number of Ordinary Shares but issuance is subject to shareholder
approval.
Ordinary shareholders are entitled to all dividends declared by the Company
and to all of the Company's assets after repayment of its borrowings and
ordinary creditors. Ordinary shareholders have the right to vote at meetings
of the Company. All Ordinary Shares carry equal voting rights.
17. RELATED PARTIES
There have been no material transactions between the Company and its Directors
during the year other than amounts paid to them in respect of expenses and
remuneration for which there were no outstanding amounts payable at the year
end.
Ediston Investment Services Limited has received investment management fees of
£1,687,000 in relation to the year ended 30 September 2021 (2020:
£1,882,000) of which £437,000 (2020: £430,000) remained payable at the year
end. Ediston Investment Services Limited received development management fees
of £257,000 in relation to the year ended 30 September 2021 (2020: £nil) of
which £nil (2020: £nil) remained payable at the year end.
Ediston Investment Services Limited acquired 121,944 shares in the Company
during the year ended 30 September 2021 (2020: 276,971l) as part of its
commitment to reinvest 20 per cent of its quarterly management fee.
The aggregate shareholding of the Manager and its senior personnel as at 30
September 2021 is 1,984,667 (2020: 1,532,593) shares, 0.9% (2020: 0.7%) of the
issued share capital as at that date.
18. OPERATING SEGMENTS
The Board has considered the requirements of IFRS 8 'Operating Segments'. The
Board is of the view that the Group is engaged in a single unified business,
being property investment, and in one geographical area, the United Kingdom,
and that, therefore, the Group has no segments. The Board of Directors, as a
whole, has been identified as constituting the chief operating decision maker
of the Group. The key measure of performance used by the Board to assess the
Group's performance is the total return on the Group's net asset value. As the
total return on the Group's net asset value is calculated based on the net
asset value per share calculated under IFRSs as shown at the foot of the
Consolidated Statement of Financial Position, the key performance measure is
that prepared under IFRSs. Therefore, no reconciliation is required between
the measure of profit or loss used by the Board and that contained in the
Financial Statements.
The view that the Group is engaged in a single unified business is based on
the following considerations:
- one of the key financial indicators received and reviewed by the Board
is the total return from the property portfolio taken as a whole;
- there is no active allocation of resources to particular types or groups
of properties in order to try to match the asset allocation of an index or
benchmark; and
- the management of the portfolio is ultimately delegated to a single
property manager, Ediston Properties Limited.
19. FINANCIAL INSTRUMENTS
Consistent with its objective, the Group holds UK commercial property
investments. In addition, the Group's financial instruments comprise cash, and
receivables and payables that arise directly from its operations. The Group
does not have exposure to any derivative instruments.
The Group is exposed to various types of risk that are associated with
financial instruments. The most important types are credit risk, liquidity
risk and interest rate risk. There is no foreign currency risk as all assets
and liabilities of the Group are maintained in pounds sterling. The Group has
insignificant exposure to market price risk related to financial instruments.
The Board reviews and agrees policies for managing the Group's risk exposure.
These policies are summarised below and have remained unchanged for the period
under review. These disclosures include, where appropriate, consideration of
the Group's investment properties which, whilst not constituting financial
instruments as defined by IFRSs, are considered by the Board to be integral
to the Group's overall risk exposure.
SECURITIES FINANCING TRANSACTIONS (SFT)
The Company has not, during the year to 30 September 2021 (2020: same),
participated in any: repurchase transactions; securities lending or borrowing;
buy-sell back transactions; margin lending transactions; or total return swap
transactions (collectively called SFT). As such, it has no disclosure to make
in satisfaction of the EU regulations on transparency of SFT.
The following table summarises the Group's financial assets and liabilities
into the categories required by IFRS 7 'Financial Instruments: Disclosures':
As at 30 September 2021 As at 30 September 2020
Held at fair value through profit or loss £'000 Financial assets and liabilities at amortised cost £'000 Held at fair value through profit or loss £'000 Financial assets and liabilities at amortised cost £'000
Financial assets
Trade and other receivables - 8,012 - 9,418
Cash and cash equivalents - 11,642 - 12,308
- 19,654 - 21,726
Financial liabilities
Loan - (110,277) - (110,112)
Trade and other payables - (1,321) - (1,168)
- (111,598) - (111,280)
Apart from the Aviva loans, as disclosed in Note 13, the fair value of
financial assets and liabilities is not materially different from their
carrying value in the Financial Statements.
CREDIT RISK
Credit risk is the risk that a counterparty will be unable or unwilling to
meet a commitment that it has entered into with the Group. At the reporting
date, the Group's financial assets exposed to credit risk amounted to
£19,654,000 (2020: £21,726,000), consisting of cash of £11,642,000 (2020:
£12,308,000), the secured balance held with the loan provider of £6,837,000
(2020: £8,297,000) and rent receivable of £1,175,000 (2020: £1,121,000).
In the event of default by a tenant, if it is in financial difficulty or
otherwise unable to meet its obligations under the lease, the Group will
suffer a rental shortfall and incur additional expenses until the property is
re-let. These expenses could include legal and surveyor's costs in re-letting,
maintenance costs, insurances, rates and marketing costs and may have an
adverse impact on the financial condition and performance of the Group. 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 occupational tenants. In assessing the
probability of default of the individual debtor. The Directors have considered
a number of factors including history of default, past experience, future
expectations as well as the support the debtor receives from its parent
company and the ability to settle the amount receivable when due.
Where there are concerns over the recoverability of rental income, the Group
monitors creditworthiness of the tenants and makes provision for potential bad
debts based on the expected credit loss model. The Group considers historical
defaults over the expected life of the trade receivables and any information
related to the debtors available at year end to determine forward-looking
estimates of possible defaulting. This is consistent with the approach
followed in prior periods. Given an improved rent profile of tenants and
having considered their ability to pay, the wider expected credit losses
considered by the Group has reduced to £85,000 at 30 September 2021 from
£700,000 at 30 September 2020. Having given consideration to these criteria,
the Group has determined that there are no additional expected credit losses
other than those already recognised. As at 30 September 2021, collection plans
are in place to recover any outstanding amounts. There were no other financial
assets which were either past due or considered impaired at 30 September 2021
or at 30 September 2020.
At 30 September 2021, the Group held £8,789,000 (2020: £8,239,000) with RBS
and £2,853,000 (2020: £4,069,000) with Bank of Scotland plc. Bankruptcy or
insolvency of the bank holding cash balances may cause the Group's ability to
access cash placed with them to be delayed, limited or lost. Both RBS and Bank
of Scotland plc are rated by all the main rating agencies. Should the credit
quality or the financial position of the banks currently employed
significantly deteriorate, cash holdings would be moved to another bank. As at
30 September 2021, Standard & Poor's credit rating for RBS was A-1 and
Moody's was P-1. The equivalent credit ratings for Bank of Scotland plc were
A-1 and P-1, respectively. There has been no change in the fair values of cash
or receivables as a result of changes in credit risk in the current or prior
periods.
LIQUIDITY RISK
Liquidity risk is the risk that the Group will encounter difficulties in
realising assets or otherwise raising funds to meet financial commitments. The
Group's investments comprise commercial properties.
Property and property-related assets in which the Group invests are not traded
in an organised public market and are relatively illiquid assets, requiring
individual attention to sell in an orderly way. As a result, the Group may not
be able to liquidate quickly its investments in these properties at an amount
close to their fair value in order to meet its liquidity requirements.
The Group's liquidity risk is managed on an ongoing basis by the Investment
Manager and monitored on a quarterly basis by the Board. In order to mitigate
liquidity risk the Group has a comprehensive ten-year cash flow forecast that
aims to have sufficient cash balances, taking into account projected receipts
for rental income and property sales, to meet its obligations for a period of
at least 12 months. At the reporting date, the maturity of the financial
assets was:
FINANCIAL ASSETS AS AT 30 SEPTEMBER 2021
Three months or less £'000 More than three months but less than one year £'000 More than one year but less than three years £'000 More than three years £'000 Total £'000
Cash and cash equivalents 11,642 - - - 11,642
Secured balance held with loan provider 6,837 - - - 6,837
Rent receivable 1,175 - - - 1,175
Total 19,654 - - - 19,654
FINANCIAL ASSETS AS AT 30 SEPTEMBER 2020
Three months or less £'000 More than three months but less than one year £'000 More than one year but less than three years £'000 More than three years £'000 Total £'000
Cash and cash equivalents 12,308 - - - 12,308
Secured balance held with loan provider 8,297 - - - 8,297
Rent receivable 1,121 - - - 1,121
Total 21,726 - - - 21,726
At the reporting date, the financial liabilities on a contractual maturity
basis were:
FINANCIAL LIABILITIES AS AT 30 SEPTEMBER 2021
Three months or less £'000 More than three months but less than one year £'000 More than one year but less than three years £'000 More than three years £'000 Total £'000
Loan - - - 111,076 111,076
Interest payable on loan 802 2,378 6,389 6,162 15,731
Other payables 877 - - - 877
Total 1,679 2,378 6,389 117,238 127,684
FINANCIAL LIABILITIES AS AT 30 SEPTEMBER 2020
Three months or less £'000 More than three months but less than one year £'000 More than one year but less than three years £'000 More than three years £'000 Total £'000
Loan - - - 111,076 111,076
Interest payable on loan 802 2,379 6,361 9,367 18,909
Other payables 724 - - - 724
Total 1,526 2,379 6,361 120,443 130,709
Included in the tables above are payments due to Aviva, including interest
payable, in connection with the loans as detailed in Note 13.
As at 30 September 2021 the Group remain in compliance with the loan
covenants.
As at 30 September 2021, EPIC 1 reported a LTV of 36.99% (LTV of 50%
required), the historical interest cover was reported at 605.09% (historical
interest cover of at least 300% required) and the projected interest cover was
reported at 532.97% (projected interest cover of at least 300% required).
As at 30 September 2021, EPIC 2 reported a LTV of 36.68% (LTV of 50%
required), the historical interest cover was reported at 437.38% (historical
interest cover of at least 300% required) and the projected interest cover was
reported at 614.39% (projected interest cover of at least 300% required).
INTEREST RATE RISK
Some of the Group's financial instruments will be interest-bearing. They are a
mix of both fixed and variable rate instruments with differing maturities. As
a consequence, the Group is exposed to interest rate risk due to fluctuations
in the prevailing market rate. The Group's exposure to floating interest rates
gives cash flow interest rate risk and its exposure to fixed interest rates
gives fair value interest rate risk.
The following table sets out the carrying amount of the Group's financial
instruments that are exposed to interest rate risk:
As at 30 September 2021 As at 30 September 2020
Fixed rate Variable rate Fixed rate Variable rate
£'000 £'000 £'000 £'000
Cash and cash equivalents - 11,642 - 12,038
Secured balance held with loan provider - 6,837 - 8,297
Loan (110,277) - (110,112) -
VARIABLE RATE
An increase of 0.50% in interest rates would have increased the reported
profit for the year and increased the net assets at 30 September 2021 by
£92,000 (2020: £102,000), a decrease of 0.50% in interest rates would have
had an equal and opposite effect. These calculations are based on the variable
rate balances at the respective balance sheet date and are not representative
of the year as a whole, nor reflective of actual future conditions.
FIXED RATE
Considering the effect on the loan balance, it is estimated that an increase
of 0.50% in interest rates as at the balance sheet date would have decreased
its fair value by approximately £2,500,000 (2020: £3,200,000) and a decrease
of 0.50% would have increased its fair value by approximately £2,600,000
(2020: £3,300,000). As the loan balance is recognised in the Consolidated
Financial Statements at amortised cost, this change in fair value would not
have resulted in a change in the reported loss for the year, nor the net
assets of the Group at the year end.
20. CAPITAL COMMITMENTS
The Group had contractual commitments totalling £405,000 in relation to
capital works at Coatbridge Pods, Barnsley, Rhyl, Hull, Birmingham, Widnes and
Haddington, as at 30 September 2021 (30 September 2020: £4,666,000).
21. OPERATING LEASES
The Group leases out its investment properties under operating leases. These
properties are measured under the fair value model as the properties are held
to earn rentals. All leases are non-cancellable with a weighted average
unexpired lease term of 5.0 years (2020: 5.7 years).
The Group's investment properties are leased to tenants under the terms of
property leases that include rent reviews as determined at the inception of
the lease. These reviews can be linked to Retail Price Index, fixed rate or
stepped rent increases.
The following table sets out the maturity analysis of leases receivables,
showing the undiscounted lease payments under non-cancellable operating leases
receivable by the Group:
As at As at
30 September 2021 £'000 30 September 2020 £'000
Year 1 19,448 18,646
Year 2 16,136 17,210
Year 3 14,267 13,727
Year 4 12,887 12,111
Year 5 10,643 11,033
Year 6 and onwards 27,507 39,881
Total 100,888 112,608
The largest single tenant at the year end accounted for 6.4% (2020: 6.6%) of
the contracted rent.
22. ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD)
Ediston Investment Services Limited has been authorised as an AIFM by the
Financial Conduct Authority under the AIFMD regulations and became the Group's
AIFM with effect from 24 February 2016. In accordance with the AIFMD,
information in relation to the Group's leverage and the remuneration of the
Company's AIFM is required to be made available to investors. Ediston
Investment Services Limited has provided disclosures on its website,
https://www.ediston.com/about-us-ediston-investment-services-limited/
(https://www.ediston.com/about-us-ediston-investment-services-limited/)
incorporating the requirements of the AIFMD regulations regarding
remuneration.
The Group's maximum and actual leverage levels at 30 September 2021 are shown
below:
Leverage exposure Gross method Commitment method
Maximum limit 3.00 3.00
Actual 1.55 1.56
For the purposes of the AIFMD, leverage is any method which increases the
Group's exposure, including the borrowing of cash and the use of derivatives.
It is expressed as a percentage of the Group's exposure to its net asset value
and is calculated on both a gross and commitment method.
Under the gross method, exposure represents the sum of the Group's positions
after deduction of cash balances, without taking account of any hedging or
netting arrangements. Under the commitment method, exposure is calculated
without the deduction of cash balances and after certain hedging and netting
positions are offset against each other.
The leverage limits are set by the AIFM and approved by the Board, and are in
line with the maximum leverage levels permitted in the Company's Articles of
Association. The AIFM is also required to comply with the gearing parameters
set by the Board in relation to borrowings.
Detailed regulatory disclosures to investors in accordance with the AIFMD are
contained on the Company's website.
23. SUBSEQUENT EVENTS
On 24 November 2021, the Company sold its office building, Midland Bridge
House, Bath, for £5.925m. The net initial yield is 5.7%, which is in line
with the 30 September 2021 valuation.
On 13 December 2021 the Company sold its office buildings in Edinburgh (145
Morrison Street) and Newcastle (Citygate II). The headline price of
£31,435,000 is 3.4% below the 30 September 2021 valuation. Once deductions
for topped up rents and rent-free periods are factored in, the net receipt to
the Company is £30,496,770. These sales are in line with the Company's new
strategy to sell its office portfolio and to reinvest the proceeds in retail
warehouses, a sector in which the Investment Manager has considerable
experience as an investor, developer and asset manager.
No further significant events have occurred between the Statement of Financial
Position date and the date when the Financial Statements have been approved,
which would require adjustments to, or disclosure in the Financial Statements.
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