Ediston Prop Inv - Half-year Results
22/05/2023 07:00
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RNS Number : 1017A Ediston Property Inv Comp PLC 22 May 2023
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE
PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
Ediston Property Investment Company plc
(the 'Company')
(LEI: 213800JRL87EGX9TUI28)
HALF YEAR RESULTS
Ediston Property Investment Company plc (LSE: EPIC) announces its half-year
results for the six months ended 31 March 2023.
Key points for the six months to 31 March 2023:
· Fair value independent valuation of the property portfolio at 31 March 2023 of
£204.3 million, a like-for-like increase of 0.6% on the valuation at 31
December 2022 but an overall 11.7% decline for H1.
· NAV per share at 31 March 2023 of 80.4 pence a decrease of 15.3% over the
period (30 September 2022: 94.9 pence).
· NAV total return (including dividends) for the six months of (12.6%).
· Portfolio weighted average unexpired lease term (WAULT) of 5.1 years and EPRA
Vacancy Rate of 6.7% at 31 March 2023.
· Rent collection expected to be 99.9% for the period.
· Dividends totalling 2.5 pence per share (5.00 pence per share annualised) paid
in the half year.
· Share price total return over the half year of (5.5%), including payment of
dividends.
· Eight asset management deals completed securing £2.3 million of rent per
annum.
· The Company announced on 16 March 2023 that it is undertaking a strategic
review of options to maximise shareholder value and achieve its growth
objectives.
Key Performance Indicators
Six months ended 31 March Six months ended 31 March Year ended 30 September 2022
2023 2022 (audited)
EPRA NAV per share 80.4p 96.1p 94.9p
NAV total return (12.6)% 10.1% 11.5%
Share price total return (5.5)% 10.2% (2.3)%
Average discount of share price to NAV (21.0)% (17.3)% (17.9)%
EPRA Vacancy Rate 6.7% 7.3% 6.5%
Enquiries
Will Barnett Investec Bank plc 0207 597 5873
Calum Bruce Ediston Investment Services 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
Will Barnett Investec Bank plc 0207 597 5873
Chairman's Statement
INTRODUCTION
The first quarter of the Company's new financial year coincided with some of
the largest mark downs in property valuations since the financial crisis.
The main cause was the rise in interest rates which impacted adversely on
borrowing costs and on the benchmark risk free rate that investors use to
price assets. However, market data for Q1 2023 suggests that transactions are
taking place at these new levels with prices having stabilised for the moment.
The only exception is offices where values continue to trend downwards.
A more stable second quarter cannot disguise that the first half of the new
financial year has been disappointing in absolute terms from a NAV
perspective. However, the share price has not followed the NAV downwards to
the same extent suggesting that the market had priced in the possibility of a
decline in NAV some months ago. As a result, the discount to NAV has narrowed
but it remains at a level where there is little prospect of being able to
issue new equity.
This is a frustrating position to be in as it has been a long-held ambition of
the Board to grow the equity base of the Company. Whilst the Board appreciates
that not all shareholders see this as a priority, the simple facts are that an
increased shareholder base would reduce operational costs per share, improve
the liquidity of the shares and bring the Company in reach of large investors
to provide further capital in the future. Delivering these should improve the
Company's rating and enhance share price returns. Sourcing additional capital
is also important from an investment perspective. It allows the Company to
access a wider range of opportunities and enables it to invest more in
enhancing its existing assets. Both should be accretive to long term
investment returns which should also help drive the share price upwards.
The Board has concluded that the time is right to challenge whether there are
better alternatives to the status quo that has been effectively imposed on the
Company by market circumstances. Having consulted with some of its larger
shareholders, it announced on 16 March 2023 that it would undertake a
strategic review as mentioned below.
NAV AND SHARE PERFORMANCE
The Company's investment portfolio was valued at £204.3 million at 31 March
2023 (30 September 2022: £231.4 million, on a like-for-like basis). The
value of property assets held throughout the period has declined by 11.7%. The
MSCI UK Monthly Index shows that 'All-Property' capital values fell by 17.6%
for the same period. Retail warehouses, where the Company is now exclusively
invested, fell less sharply than other market sectors.
The NAV over the period has decreased by 15.3% from 94.9p per share to 80.4p
per share. 96.6% of the decrease was recorded over the first three months and
can be largely attributed to the decline in market values triggered by rising
interest rates and higher returns demanded by investors. The funding of the
uncovered dividend, whilst cash from the office sales is being redeployed,
also impacted the NAV. The NAV total return over the period was (12.6%) and
the share price return was (5.5%). The stronger performance of the latter
reflects an improvement in the discount to NAV in the share price from 28.8%
at 30 September 2022 to 23.7% at 31 March 2023.
INVESTMENT STRATEGY
The Board remains fully supportive of the Investment Manager's decision to
focus on the retail warehouse sector. Although the market declined over the
period, in common with the direction of the overall market, the sector is
performing well at tenant level. This is especially the case at the
essential/value end of the retail market where much of the Company's portfolio
is focused.
Retail warehousing works well with the digital economy and the EPRA Vacancy
Rate, at 6.7%, remains low. The efficiency and flexibility of space remains a
strong attribute and relocations from in town to out of town remain a feature.
Poorer schemes continue to be taken out of the market as they are repurposed
for other more valuable uses.
STRATEGIC REVIEW
On 16 March 2023, the Board announced that it is undertaking a strategic
review of the options available to the Company to maximise value for
shareholders and to achieve its growth objectives (the 'Strategic Review'). As
stated in the announcement, the Board has a preference for structuring a
merger with one or more REITs, but it will consider all options available to
the Company that offer maximum value for shareholders. Since commencing the
Strategic Review, the Board and its advisers are engaged with a number of
interested parties and the Board expects to provide an update to shareholders
early in the third calendar quarter of 2023.
INCOME AND DIVIDEND
Rent collection continues to be strong. 99.9% of the rent due for the
six-month period is expected to be collected.
The reinvestment of the proceeds from the office sales, completed in the first
part of 2022, was delayed beyond the period originally envisaged. The Company
decided not to invest in the second half of 2022 to avoid investing into a
falling market and to preserve cash during a period of considerable
uncertainty and volatility. Although the market has since stabilised, the
Board has accepted the advice of its financial advisors that it should retain
its uninvested cash during the period of the Strategic Review to maximise the
options that are open to it. As a consequence, the dividend remains uncovered
at 67.3% and will continue to be funded partly from cash resources.
PORTFOLIO AND TRANSACTION ACTIVITY
During the period the Investment Manager has completed eight new asset
management initiatives. These are discussed in more detail in the Investment
Manager's report. The levels of agreed rent are suggestive of an improving
rental market. Examples included the lettings to Poundland at Widnes and DFS
at Stirling which achieved rents 12% and 13% respectively above the valuer's
estimated rental values. The relocation of Marks and Spencer to the Company's
retail park at Wrexham is a good illustration of the continued pressure on
dated formats in town centres.
CAPITAL STRUCTURE
The Company's total debt is unchanged at £111.1 million at a blended 'all-in'
fixed rate of 2.9%. Gearing at 31 March 2023 was 39.1% of total assets. As at
31 March 2023, the Company had approximately £47.7 million of cash for
investment and operational purposes. The Company had a further £31.2 million
of cash held in its debt facility. This cash is subject to the lender's LTV
requirements being met for it to be released for investment purposes.
At the date of the March valuation, the loan-to-value across the Company's two
debt facilities was also 39.1%. The Company is compliant with its debt
covenants.
BOARD
At the Company's AGM, all the resolutions put to the meeting were passed by
substantial margins.
As previously announced, Robin Archibald stepped down from the Board at the
AGM at the end of February. I would like to thank him again for the
considerable contribution he has made to the Company. The Board will focus on
its future composition, including my own succession, on completion of the
Strategic Review.
OUTLOOK
The property market has seen a considerable re-pricing due to the rapid rise
in interest rates and fears of a recession in H2 2022. The stabilising of real
estate markets in Q1 2023 was aided by the fear of a recession receding,
inflationary prospects improving, and belief that interest rate rises might be
close to reaching their peak. Hopefully this will not prove to be an overly
optimistic view and, that, subsequently there is a case to say that the market
correction may have been overdone. However, with geopolitical events remaining
volatile and domestic issues also uncertain, the Board remains focused on
ensuring the Company maintains a high level of resilience to whatever might
lie ahead.
Activity over the next few months falls into two parts: firstly, the
completion of the Strategic Review and presenting to shareholders its
conclusions; secondly, the continued management of the current portfolio where
the Investment Manager remains fully committed to the generation of capital
value and additional income from identifying and exploiting asset management
opportunities.
Finally, I mentioned in the Strategic Review announcement that attracting
investor capital into the sector was critical for a successful and thriving UK
real estate market in the long term. Capital is needed to decarbonise the
sector through building refurbishment and the introduction of new
environmentally friendly building technologies; it is needed for regeneration
and levelling up; it is required for unlocking the chronic shortage of
housing; and, finally, it is essential for the economy that the built
environment meets future occupier needs. The REIT sector is the ideal home for
attracting a wide range of different types of investor capital. However, it is
not doing so at the moment.
I hope that the Company's Strategic Review produces not just a good outcome
for the Company's shareholders and its other stakeholders but is also the
first stage in the reshaping of the sector to unlock the capital it needs.
William Hill
Chairman
19 May 2023
Investment Manager's Review
Introduction
The first half of the Company's financial year has presented it with several
challenges, as the economic fall-out of the 'mini-budget' and gilt-crisis
caused both the portfolio valuation and NAV to fall, as the UK commercial
property market re-priced as a consequence of these unexpected events.
Against this backdrop, on an operational level, the Company's performance has
been robust. Rent collection remains strong, the contracted portfolio income
has been steady at £16.2 million per annum, there has been no new vacancy in
the portfolio, the WAULT has increased and asset management initiatives have
been identified and successfully completed. The Company appears well-placed to
grow, in both income and capital terms, from this solid base.
Portfolio Composition, VALUATION AND NAV
The Company can invest in all the principal commercial property sectors and
does not diversify for diversification's sake. There is no constraint limiting
the maximum weighting to any of the main property sectors.
As at 31 March 2023, 100% of the property portfolio was in the retail
warehouse sector:
Retail Warehouse
Number of properties 11
Value £204.3 million
WAULT 5.1 years
Total contracted rent per annum £16.2 million
EPRA Vacancy Rate 6.7%
The Company's property portfolio is valued by Knight Frank on a quarterly
basis throughout the year. As at 31 March 2023 it was valued at £204.3
million, a like-for-like decrease of 11.7% compared to the 30 September 2022
valuation.
The principal reason for the decline was a reduction in value of the property
portfolio, as commercial property values fell across all sub-sectors. The
market was adjusting to the repriced gilt market, rising interest rates and
the general negative economic uncertainty, conditions and outlook.
The Company was unable to buck this negative trend and saw the yields across
its property portfolio move outwards. The decline in value was partially
offset by the completion of asset management activity and the fact that there
were no rental value falls in the portfolio. As a result of the valuation
decline, the Company's NAV decreased by 15.3% to 80.4p in the period.
Geographical diversification as at 31 March 2023
The portfolio is diversified across the regional markets.
Region Exposure (%)
Scotland 29.3
Wales 24.3
Yorkshire 16.3
North West 16.3
North East 7.6
East Midlands 6.2
Total 100.0
Top five tenants as at 31 March 2023
The top five tenants comprise 35.9% of the Company's rent roll. The remaining
64.1% is made up of tenants who individually do not comprise more than 3.7% of
the rent roll.
Tenant Exposure (%)
B&Q Limited 11.7
B&M Retail Limited 8.0
Marks & Spencer plc 7.6
Boots UK Limited 4.7
Pets at Home Limited 3.9
rent & rent collection
The Company maintained strong rent collection levels during the period. For
the six months to 31 March 2023, 99.9% of the rent due is expected to be
collected, in line with pre-pandemic levels.
The Company's income stream has been resilient and has not been negatively
affected by any tenant insolvency events in the period. At the period end the
annual contracted rent of the property portfolio was £16.2 million, the same
level as the start of the period.
Asset Management Activity
During the period, eight asset management initiatives were completed in the
property portfolio, securing £2.3 million of rental income per annum, a level
which is ahead of the independent valuer's estimated rental value (ERV). The
deals are summarised below:
Widnes, Widnes Shopping Park
Poundland upsized from a unit of 4,998 sq. ft. to one of 11,295 sq. ft. It
signed a 10-year lease with a five-year tenant break option. To facilitate the
deal, the Company served notice to break on New Look, a tenant that was paying
below the market rent following its most recent Company Voluntary
Arrangement. The new rent is 43% ahead of the rent being paid by New Look
and 12% ahead of the valuer's ERV of the unit.
Hull, Kingston Retail Park
Mamas and Papas signed a five-year lease extension on its 4,693 sq. ft. unit.
The rent, which is in line with the valuer's ERV, remained unchanged.
Barnsley, Wombwell Lane Retail Park
B&M committed to the location by extending its lease on its 35,064 sq. ft.
unit by 10 years. It now expires in September 2037. The passing rent increased
by 6.0% and is in line with the valuer's ERV.
Stirling, Springkerse Retail Park
Bensons For Beds (Bensons) 'rightsized' from a unit of 11,916 sq. ft. to one
of 9,977 sq. ft. and signed a 10-year lease (without break). The annual rent
being paid by Bensons on the new unit is 48% higher than under its old lease
and is 11.5% higher than the valuer's ERV.
DFS moved into the unit vacated by Bensons, upsizing from a unit of 9,979 sq.
ft. It signed a 10-year lease with a five-year break option. The new rent is
68% higher than the rent being paid by Bensons who had been occupying the unit
on below market terms as a result of an administration process completed prior
to the Company's ownership. The new rent is 13% higher than the independent
valuer's ERV.
Prestatyn, Prestatyn Shopping Park
Superdrug signed an Agreement for Lease (AFL) on a 7,539 sq. ft. unit. The new
lease will commence in Q2 2023, once vacant possession has been secured from
the existing tenant. On completion, Superdrug will sign a 10-year lease with a
five-year tenant break option. The new rent is 2% ahead of the valuer's ERV.
Coatbridge, Tennent Street Retail Park
A new lease was completed with B&Q. It has committed to the park for a
further 10 years. As part of the transaction, B&Q downsized from 102,000
sq. ft. to 79,960 sq. ft. The space vacated by B&Q will be occupied by
Aldi. During the last financial year Aldi signed an AFL for a 20,000 sq. ft.
unit. Planning permission has been obtained for the change to food use. On
completion of the landlord works (expected in July 2023), Aldi will enter into
a 20-year lease without break, subject to five-yearly rent reviews linked to
RPI. The new rental levels are in line with the valuer's ERV.
Wrexham, Plas Coch Retail Park
As announced on 1 March 2023, the Company has signed an AFL with Marks and
Spencer (M&S). On completion of landlord works in August this year,
M&S will sign a 10-year lease on a newly created 21,000 sq. ft. unit and
will pay a market rent which is 27% ahead of the valuer's ERV.
A separate unit of 4,000 sq. ft. will be created as part of the works, which
will provide additional income to the Company once let. It is expected that
the unit will be attractive to new occupiers given it is adjacent to M&S.
It is encouraging that the rental levels which have been secured are in line
with or ahead of the independent valuer's ERVs. It is also significant that
several of these tenants already traded from the Company's parks and have
validated them as trading locations by taking new leases.
Lettings and lease restructures are being progressed across the portfolio as
occupational demand from retail warehouse tenants, for both the vacant units
and on lease extensions, improves. The Company is currently in discussions
with several tenants across multiple assets. The aim is to improve the
Company's income stream and reduce the EPRA Vacancy Rate.
ESG UPDATE
During the period, the Company continued to make good progress in implementing
its ESG objectives. The Company has delivered improvements across the four
focus areas of its Sustainability Strategy. Some of the achievements are
highlighted below:
· Electric vehicle (EV) charging points have been installed at Haddington and
Barnsley as part of the EV charging initiative;
· Six cars can benefit from the high-powered EV charging at Haddington and three
cars at Barnsley;
· The Company continues to progress the EV charging initiative across the
portfolio with agreements being finalised for Rhyl and Hull;
· Implemented a habitat creation initiative and rolled this out at Prestatyn,
and made plans for implementation at further sites;
· Commenced the new GRESB submission and developed a plan for improvement based
on last year's results;
· Continued to implement the Environmental Management System aligned to the
ISO14001 standard; and
· Commenced an EPC improvement exercise. 79% of the Company's units now have an
EPC rating of 'A' or 'B', up from 48% at the Company's year-end (30 September
2022).
· Electric vehicle (EV) charging points have been installed at Haddington and
Barnsley as part of the EV charging initiative;
A full update on the Company's ESG progress will be provided in the annual
report and accounts, with a standalone sustainability report being produced
this year.
SUMMARY & Outlook
The commercial property market has endured a challenging six-month period,
during which it faced the fall-out of the mini-budget, including the
gilt-crisis, rising interest rates, stubbornly high inflation, and the ongoing
cost of living crisis. Property valuations fell as the market re-priced in
response to these headwinds.
Despite these issues, and a decline in NAV, the Company's property portfolio
continued to perform well on an operational basis, and this looks set to
continue. The occupational market remains robust, with tenants still seeking
to renew leases and extend their occupancy on the Company's retail parks,
underscoring the strength of the properties. It is likely that tenant interest
in the Company's vacant units will grow, leading to lettings and a fall in the
EPRA Vacancy Rate, and over time, rental growth. Further, valuations appear to
be levelling out, meaning there is a prospect of capital value growth during
H2 2023.
Calum Bruce
Investment Manager
19 May 2023
Statement of Principal and emerging Risks and Uncertainties
The risks, and the way in which they are managed, are described in more detail
under the heading 'Principal and emerging risks' within the Strategic Report
in the Group's Annual Report and Accounts for the year ended 30 September
2022. The Group's principal and emerging risks have not changed materially
since the date of that report.
On 16 March 2023 the Board announced a strategic review of the options
available to the Company to maximise value for shareholders. The Board has
appointed Investec Bank plc ('Investec') as Lead Financial Adviser and Dickson
Minto as Joint Financial Adviser to assist the Company with the Strategic
Review.
Although the Board is cognisant of the risks and uncertainties arising from
the announcement of the Strategic Review on 16 March 2023, no changes had
taken effect in the investment strategy of the Company, as at the date of
signing of this report.
The Board regularly reviews the principal and emerging risks and uncertainties
faced by the Company together with the mitigating actions it has established
to manage the risks. These are set out within the Strategic Report contained
within the Annual Report for the period ended 30 September 2022 and comprise
the following risk headings:
· Investment strategy and performance;
· Premium and discount level;
· Financial;
· Regulatory;
· Operational; and
· Economic, governmental and exogenous.
DIRECTORS' RESPONSIBLIITIES
Directors' Responsibility Statement
The Directors are responsible for preparing the Half Yearly Financial Report
in accordance with applicable law and regulations. The Directors confirm that
to the best of their knowledge:
· the condensed set of interim financial statements within the Half Yearly
Financial Report has been prepared in accordance with IAS 34 'Interim
Financial Reporting' of the UK-adopted IFRS; and
· the Interim Board Report (constituting the Interim Management Report) includes
a fair review of the information required by rules 4.2.7R of the Disclosure
Guidance and Transparency Rules (being an indication of important events that
have occurred during the first six months of the financial year and their
impact on the condensed set of financial statements and a description of the
principal risks and uncertainties for the remaining six months of the
financial year) and 4.2.8R (being related party transactions that have taken
place during the first six months of the financial year and that have
materially affected the financial position of the Company during that period;
and any changes in the related party transactions described in the last Annual
Report that could so do).
These interim financial statements are unaudited and have not been subject to
review by the audit firm.
On behalf of the Board,
William Hill
Chairman
19 May 2023
Financial Statements
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 31 March 2023
Notes Six months ended 31 March 2023 (unaudited) Six months ended Year ended
31 March
30 September
2022 (unaudited)
2022 (audited)
Total Total
£'000 £'000
Revenue Capital Total
£'000 £'000 £'000
Revenue
Rental income 7,638 - 7,638 8,016 16,426
Other income 143 - 143 463 -
Total revenue 7,781 - 7,781 8,479 16,426
Unrealised (loss)/gain on revaluation of investment properties 5 - (28,739) (28,739) 11,516 15,920
Gain/(loss) on sale of investment properties realised 5 - - - 2,944 (3,014)
Total income 7,781 (28,739) (20,958) 22,939 29,332
Expenditure
Investment management fee 2 (709) - (709) (834) (1,703)
Other expenses (1,520) - (1,520) (1,845) (3,212)
Total expenditure (2,229) - (2,229) (2,679) (4,915)
Movement in expected credit losses (62) - (62) 50 51
Profit/(loss) before finance costs and taxation 5,490 (28,739) (23,249) 20,310 24,468
Net finance costs
Interest receivable 167 - 167 1 22
Interest payable (2,101) - (2,101) (1,540) (3,003)
Profit/(loss) before taxation 3,556 (28,739) (25,183) 18,771 21,487
Taxation - - - - -
Profit/(loss) and total comprehensive income for the period 3,556 (28,739) (25,183) 18,771 21,487
Basic and diluted earnings per share 3 1.68p (13.60)p (11.92)p 8.9p 10.17p
The total column of this statement represents the Group's Condensed
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 period.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Condensed Consolidated Statement of Financial Position
As at 31 March 2023
Notes As at As at As at
31 March 2023
31 March 2022
30 September 2022
(unaudited)
(unaudited)
(audited)
£'000 £'000 £'000
Non-current assets
Investment properties 5 199,654 235,078 227,465
199,654 235,078 227,465
Current assets
Trade and other receivables 36,687 38,572 35,978
Cash and cash equivalents 47,692 43,417 50,235
84,379 81,989 86,213
Total assets 284,033 317,067 313,678
Non-current liabilities
Loans 6 (110,526) (110,360) (110,443)
(110,526) (110,360) (110,443)
Current liabilities
Trade and other payables (3,506) (3,671) (2,767)
Total liabilities (114,032) (114,031) (113,210)
Net assets 170,001 203,036 200,468
Equity and reserves
Called-up equity share capital 7 2,113 2,113 2,113
Share premium 125,559 125,559 125,559
Capital reserve - investments held (61,696) (31,194) (32,957)
Capital reserve - investments sold 6,714 6,505 6,714
Special distributable reserve 82,311 82,454 82,075
Revenue reserve 15,000 17,599 16,964
Equity shareholders' funds 170,001 203,036 200,468
Net asset value per Ordinary Share 8 80.44p 96.07p 94.86p
The accompanying notes are an integral part of these condensed consolidated
financial statements.
The unaudited condensed financial statements on pages 8 to 16 were approved by
the Board of Directors and authorised for issue on 19 May 2023 and were signed
on its behalf by:
William Hill
Chairman
Registered number: 09090446
Condensed Consolidated Statement of Changes in Equity
For the six months ended 31 March 2023 (unaudited)
Share capital account Share premium Capital reserve - investments held Capital reserve - investments sold Special distributable reserve Revenue reserve Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 30 September 2022 2,113 125,559 (32,957) 6,714 82,075 16,964 200,468
(Loss)/profit and total comprehensive income for the period - - (28,739) - - 3,556 (25,183)
Transactions with owners recognised in equity:
Dividends paid - - - - - (5,284) (5,284)
Transfer from special reserve - - - - 236 (236) -
As at 31 March 2023 2,113 125,559 (61,696) 6,714 82,311 15,000 170,001
For the six months ended 31 March 2022 (unaudited)
-
Share capital account Share premium Capital reserve - investments held Capital reserve - investments sold Special distributable reserve Revenue reserve Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 30 September 2021 2,113 125,559 (42,710) 3,561 82,711 18,315 189,549
Profit and total comprehensive income for the period - - 11,516 2,944 - 4,311 18,771
Transactions with owners recognised in equity:
Dividends paid - - - - - (5,284) (5,284)
Transfer from special reserve - - - - (257) 257 -
As at 31 March 2022 2,113 125,559 (31,194) 6,505 82,454 17,599 203,036
For the year ended 30 September 2022 (audited)
Share capital account Share premium Capital reserve - investments held Capital reserve - investments sold Special distributable reserve Revenue reserve Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 30 September 2021 2,113 125,559 (42,710) 3,561 82,711 18,315 189,549
Profit and total comprehensive income for the year - - 15,920 (3,014) - 8,581 21,487
Transfer between unrealised and realised reserves - - (6,167) 6,167 - - -
Transactions with owners recognised in equity:
Dividends paid - - - - - (10,568) (10,568)
Transfer from special reserve - - - - (636) 636 -
As at 30 September 2022 2,113 125,559 (32,957) 6,714 82,075 16,964 200,468
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Condensed Consolidated Cash Flow Statement
For the six months ended 31 March 2023
Six months ended Six months ended Year ended
31 March 2023
31 March 2022
30 September 2022
(unaudited)
(unaudited)
(audited)
£'000
£'000 £'000
Cash flows from operating activities
(Loss)/profit before tax (25,183) 18,771 21,487
Adjustments for:
Interest receivable (167) (1) -
Interest payable 2,101 1,540 3,003
Unrealised revaluation loss/(gain)on property portfolio 28,739 (15,920)
(11,516)
(Gain)/loss on sale of investment property realised - (2,944) 3,014
Operating cash flows before working capital changes 5,490 5,850 11,584
(Increase)/decrease in trade and other receivables (667) (26,296) 547
Increase/(decrease) in trade and other payables 739 653 (420)
Net cash inflow/(outflow) from operating activities 5,562 11,711
(19,793)
Cash flows from investing activities
Capital expenditure (928) (1,630) (3,207)
Deposits with Aviva - - (24,210)
Sale of investment properties - 60,084 67,704
Net cash (outflow)/inflow from investing activities (928) 40,287
58,454
Cash flows from financing activities
Dividends paid (5,284) (5,284) (10,568)
Interest received 167 1 -
Interest paid (2,060) (1,603) (2,837)
Net cash outflow from financing activities (7,177) (6,886) (13,405)
Net (decrease)/increase in cash (2,543) 31,775 38,593
Opening cash and cash equivalents 50,235 11,642 11,642
Closing cash and cash equivalents 47,692 43,417 50,235
The accompanying notes are an integral part of these condensed financial
statements.
Notes to the Condensed Consolidated Financial Statements
1. General information
Basis of preparation
These unaudited condensed consolidated financial statements for the six month
period ended 31 March 2023 have been prepared in accordance with UK-adopted
International Financial Reporting Standards (IFRS) and the accounting policies
set out in the statutory accounts of the Group for the year ended 30 September
2022. The unaudited condensed consolidated financial statements for the six
month period ended 31 March 2023 do not include all the information required
for a complete set of IFRS financial statements and should be read in
conjunction with the financial statements of the Group for the year ended 30
September 2022, which were prepared under UK-adopted IFRS. The accounting
policies adopted in this report are consistent with those applied in the
Group's audited financial statements for the year ended 30 September 2022. The
accounting policies applied in the preparation of this financial information
are expected to be consistently applied in the financial statements for the
year to 30 September 2022. Based on the current operations of the Group, no
other new or revised accounting standards have been issued that are expected
to have a material effect on the Group's financial statements in the future.
There have been no significant changes to management judgements and estimates
since 30 September 2022.
The Company is a public listed company incorporated and domiciled in England
and Wales. The Company's ordinary shares are listed on the Premium Segment
of the Official List and traded on the London Stock Exchange's Main Market.
The Group follows the Real Estate Investment Trust (REIT) regime for the
purposes of UK taxation.
The registered address of the Company is disclosed in the Corporate
Information.
going concern
The condensed consolidated financial statements have been prepared on the
going concern basis. In assessing the going concern basis of accounting the
Directors have had regard to the guidance issued by the Financial Reporting
Council.
The Company's assets consist mainly of UK commercial property assets. The
condensed consolidated financial statements have been prepared on the going
concern basis. In assessing the going concern basis of accounting the
Directors have had regard to the guidance issued by the Financial Reporting
Council. After making enquiries, and bearing in mind the nature of the Group's
business and assets, the Directors consider that the Group has adequate
resources to continue in operational existence over the medium term. For these
reasons, the Board continues to adopt the going concern basis in preparing
these financial statements.
The Board has set limits for borrowing and regularly reviews actual exposures,
cash flow projections and compliance with banking covenants, including the
headroom available. The Board also reviews sensitivity analysis of the Group's
operations and the ability to fulfil its operational commitments under
different stress scenarios.
Having taken these factors into account, the Directors believe that the
Company has adequate resources to continue in operational existence for the
foreseeable future and is able to meet its financial obligations as they fall
due for the period to 19 May 2023, which is at least twelve months from the
date of approval of this Report. For these reasons, they continue to adopt the
going concern basis of accounting in preparing the financial statements.
2. Investment Management Fee
Six months ended Six months ended Year ended
31 March 2023
31 March 2022
30 September 2022
£'000
£'000
£'000
Investment management fee 709 834 1,703
Total 709 834 1,703
Ediston Investment Services Limited has been appointed as the Company's
Alternative Investment Fund Manager (AIFM) and Investment Manager, with the
property management services for 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 £250
million, 0.75% per annum of the net assets of the Group over £250 million and
up to £500 million and 0.65% per annum of the net assets of the Group over
£500 million. 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 10 for further
information.
3. Earnings per Share
Six months ended Six months ended Year ended
31 March 2023
31 March 2022
30 September 2022
£'000 Pence per share £'000 Pence per share £'000 Pence per share
Revenue earnings 3,556 1.68 4,311 2.0 8,581 4.06
Capital earnings (28,739) (13.60) 14,460 6.9 12,906 6.11
Total earnings (25,183) (11.92) 18,771 8.9 21,487 10.17
Average number of shares in issue 211,333,737 211,333,737 211,333,737
Earnings for the period to 31 March 2023 should not be taken as a guide to the
results for the year to 30 September 2023.
4. Dividends
Six monthly dividends of 0.4167 pence per share, at a cost of £5,284,000 (six
monthly dividends at a rate of 0.4167 pence per share for the six months ended
31 March 2022, at a cost of £5,284,000) were paid during the period.
A seventh interim dividend for the year ending 30 September 2023, of 0.4167
pence per share, will be paid on 31 May 2023 to shareholders on the register
on 12 May 2023. 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 Property Income
Distributions (PIDs).
5. Investment Properties
Freehold and leasehold properties As at As at As at
31 March 31 March 30 September
2023 2022 2022
£'000 £'000 £'000
Opening book cost 260,422 320,694 320,694
Opening unrealised appreciation (32,957) (42,710) (42,710)
Opening fair value 227,465 277,984 277,984
Movement for the period
Sales
- net proceeds - (60,085) (67,704)
- gain/(loss) on sales - 2,944 (3,014)
Transfer to unrealised reserves on properties sold - - 6,167
Capital expenditure 928 2,719 4,279
Movement in book cost 928 (54,422) (60,272)
Unrealised gains on investment properties - 23,086 29,772
Unrealised losses on investment properties (28,739) (11,570) (13,852)
Unrealised movement during the year (28,739) 11,516 15,920
Transfer between unrealised and realised reserves for properties - (6,167)
sold
-
Movement in fair value (28,739) 11,516 9,753
Closing book cost 261,350 266,272 260,422
Closing unrealised (depreciation) (61,696) (31,194) (32,957)
Closing fair value 199,654 235,078 227,465
5. Investment Properties continued
The fair value of the investment properties reconciled to the appraised value
as follows:
Six months ended Six months ended Year ended
31 March 2023 31 March 2022 30 September 2022
£'000 £'000 £'000
Closing fair value 199,654 235,078 227,465
Lease incentives held as debtors 4,606 3,742 3,970
Appraised market value per Knight Frank 204,260 238,820 231,435
Changes in the valuation of investment properties
Six months ended Six months ended Year ended
31 March 2023 31 March 2022 30 September 2022
£'000 £'000 £'000
Gain/(loss) on sale of investment properties - 2,944 (3,014)
Unrealised profit realised during the period - - 6,167
Gain on sale of investment properties realised* - 2,944 3,153
Unrealised gains on investment properties - 23,086 9,753
Unrealised losses on investment properties (28,739) (11,571) -
Total (loss)/gain on revaluation of investment properties (28,739) 12,906
14,459
*Represents the difference between the sales proceeds, net of costs and the
property valuation at the end of the prior year.
The loss on revaluation of investment properties reconciles to the movement in
appraised market value as follows:
Six months ended Six months ended Year ended
31 March 2023 31 March 2022 30 September 2022
£'000 £'000 £'000
Total unrealised (loss)/gain on revaluation of investment properties (28,739) 11,516 9,753
Capital expenditure 928 2,719 4,279
Sales - net proceeds - (57,141) (64,551)
Movement in fair value (27,811) (42,906) (50,519)
Movement in lease incentives held as debtors 636 (1,619) (1,391)
Movement in appraised market value (27,175) (44,525) (51,910)
At 31 March 2023, the properties were valued at £204,260,000 (31 March 2022:
£238,820,000 and 30 September 2022: £231,435,000) by Knight Frank LLP
(Knight Frank), in its capacity as external valuer. 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 accounting policies and Note 9 of the consolidated financial
statements of the Group for the year ended 30 September 2022. The valuations
are the ultimate responsibility of the Directors. Accordingly, the critical
assumptions used in establishing the independent valuation are reviewed by the
Board.
There were no other significant changes to the valuation process, assumptions
or techniques used during the period.
6. Loans
As at As at As at
31 March 31 March 30 September
2023 2022 2022
£'000 £'000 £'000
Principal amount outstanding 111,076 111,076 111,076
Set-up costs (1,612) (1,612) (1,612)
Amortisation of loan set-up costs 1,062 896 979
Total 110,526 110,360 110,443
The Group's loan arrangements are with Aviva Commercial Finance Limited.
The Group has loans totalling £56,920,000 which carry a fixed blended
interest rate of 2.9% and mature in May 2025. This rate is fixed for the
period of the loan as long as the loan-to-value is maintained below 40.0%,
increasing by ten basis points if the loan-to-value is 40.0% or higher. These
loans are secured over EPIC (No.1) Limited's property portfolio. The Group
also has loans totalling £54,156,000 which carry a fixed interest rate of
2.7% and mature in December 2027. This rate is fixed for the period of the
loan as long as the loan-to-value is maintained below 40.0%, increasing by ten
basis points if the loan-to-value is 40.0% or higher. These loans are secured
over EPIC (No.2) Limited's property portfolio.
Under the terms of early repayment relating to the loans, the cost of repaying
the loans on 31 March 2023, based on the yield on the Treasury 5% 2025 and
Treasury 4.25% 2027 plus a margin of 0.5%, would have been approximately
£108,467,000 (31 March 2022: £114,084,000 and 30 September 2022:
£111,520,000), Including repayment of the principal £111,076,000 (31 March
2022: £111,076,000 and 30 September 2022: £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 £104,163,000 at 31
March 2023 (31 March 2022: £109,969,000 and 30 September 2022: £98,682,000).
This includes the principal borrowed.
7. Called-up Equity Share Capital
The Company had 211,333,737 Ordinary Shares of 1 pence par value in issue at
31 March 2023 (31 March 2022: 211,333,737 and 30 September 2022: 211,333,737).
During the period to 31 March 2023, the Company did not issue any Ordinary
Shares (six months ended 31 March 2022: issued none; year ended 30 September
2022: issued none). The Company did not buyback or resell from treasury any
Ordinary Shares during the period or during either comparative period.
The Company did not hold any shares in treasury at 31 March 2023 (31 March
2022: nil and 30 September 2022: nil).
8. Net Asset Value
The Group's net asset value per Ordinary Share of 80.44 pence (31 March 2022:
96.07 pence and 30 September 2022: 94.86 pence) is based on equity
shareholders' funds of £170,001,000 (31 March 2022: £203,036,000 and 30
September 2022: £200,468,000) and on 211,333,737 (31 March 2022: 211,333,737
and 30 September 2022: 211,333,737) Ordinary Shares, being the number of
shares in issue at the period end.
The net asset value calculated under IFRS is the same as the EPRA net asset
value as at 31 March 2023 and for both comparative periods.
9. Investment in subsidiaries
The Group's results consolidate those of EPIC (No.1) Limited, a wholly owned
subsidiary of Ediston Property Investment Company plc, incorporated in England
& Wales on 27 June 2014 (Company Number: 09106328) and EPIC (No.2)
Limited, a wholly owned subsidiary of Ediston Property Investment Company plc,
incorporated in England & Wales on 23 September 2017 (Company Number:
10978359). The subsidiaries hold all the investment properties owned by the
Group and are also the parties which hold the Group's borrowings (see Note 6).
10. Related Parties
There have been no material transactions between the Company and its Directors
during the period other than amounts paid to them in respect of expenses and
remuneration for which there were no outstanding amounts payable at the period
end.
Ediston Investment Services Limited has received investment management fees of
£709,000 in relation to the six months ended 31 March 2023 (six months ended
31 March 2022: £834,000 and year ended 30 September 2022: £1,703,000) of
which £361,368 (31 March 2022: £424,068 and 30 September 2022: £438,000)
remained payable at the period end. Ediston Investment Services Limited
received no development management fees in relation to the six months ended 31
March 2023 (six months ended 31 March 2022: £nil and year ended 30 September
2022: £nil) with £nil (31 March 2022: £nil and 30 September 2022: £nil)
payable at the period end.
The aggregate shareholding of the manager and its senior personnel as at 31
March 2023 is 2,914,764 shares, 1.38% of the issued share capital as at that
date.
11. Commitments
As at 31 March 2023 the Group had contractual commitments totalling
£4,905,000 (31 March 2022: £1,687,000 and 30 September 2022: £62,100). This
is in relation to the following:
• £1,834,000 in relation to sub-dividing units and
reconfigure car parking at Coatbridge.
• £2,925,000 in relation to sub-dividing units and
refurbishment at Wrexham.
• £146,000 in relation to new frontages and roof
improvements at Stirling.
12. Fair Value Measurements
The fair value measurements for assets and liabilities are categorised into
different levels in the fair value hierarchy based on the inputs to valuation
techniques used. These 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 similar
instrument. All investment properties are included in Level 3.
There were no transfers between levels of the fair value hierarchy during the
six months ended 31 March 2023.
13. Interim Report Statement
The Company's auditor, Grant Thornton UK LLP, has not audited or reviewed the
Interim Report to 31 March 2023 pursuant to the Auditing Practices Board
guidance on 'Review of Interim Financial Information'. These are not full
statutory accounts in terms of Section 434 of the Companies Act 2006 and are
unaudited. Statutory accounts for the year ended 30 September 2022, which
received an unqualified audit report and which did not contain a statement
under Section 498 of the Companies Act 2006, have been lodged with the
Registrar of Companies. No full statutory accounts in respect of any period
after 30 September 2022 have been reported on by the Company's auditor or
delivered to the Registrar of Companies.
Shareholder Information
Corporate Summary
Ediston Property Investment Company plc (the Company) is a closed-ended
property investment company which began trading in October 2014. The Company
has a single class of Ordinary Shares in issue, which are listed on the
premium segment of the Official List and traded on the London Stock Exchange's
Main Market. The Company has two wholly owned subsidiary undertakings, EPIC
(No.1) Limited and EPIC (No.2) Limited (the Subsidiaries). The Company and the
Subsidiaries are referred to collectively throughout this document as 'the
Group', although references to the Company may also encompass matters relevant
to the Subsidiaries.
The Group has entered the Real Estate Investment Trust (REIT) regime for the
purposes of UK taxation. Further information for shareholders on the tax
structure and UK taxation of the Group's distributions is provided in the
Annual Report for the year ended 30 September 2022.
Investment Objective
The Company's investment objective is to provide shareholders with an
attractive level of income together with the prospect of income and capital
growth.
Investment policy
The Company's full investment policy is contained in the Directors' Report in
the Annual Report and Accounts for the year ended 30 September 2022.
INVESTMENT MANAGER AND AIFM
Ediston Investment Services Limited has been appointed as the Company's
Alternative Investment Fund Manager (AIFM) and Investment Manager and
therefore provides portfolio and risk management services, including ensuring
compliance with the Group's investment policy and the requirements of the
AIFMD, through the Management Agreement. Management services, including
advising on the acquisition, development, leasing, management and sale of the
Group's properties, are delegated to Ediston Properties Limited under the
Investment Manager's Delegation Agreement. Both agreements are subject to 12
months' notice, other than in a breach scenario.
Investor relations
Information on Ediston Property Investment Company plc, including the latest
share price can be found on the Company's website at www.ediston-reit.com
(http://www.ediston-reit.com/) .
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
T: 0370 707 1079
E: www.investorcentre.co.uk/contactus
Enquiries about the following administrative matters should be addressed to
the Company's registrar:
- Change of address notification.
- Lost share certificates.
- Dividend payment enquiries.
- Dividend mandate instructions. Shareholders may have their dividends paid
directly into their bank or building society accounts by completing a dividend
mandate form. Tax vouchers, where applicable, are sent directly to
shareholders' registered addresses.
- Amalgamation of shareholdings. Shareholders who receive more than one copy
of the Annual/Interim Report are invited to amalgamate their accounts on the
share register.
Shareholders can view and manage their shareholdings online at
www.investorcentre.co.uk, including updating address records, making dividend
payment enquiries, updating dividend mandates and viewing the latest share
price. Shareholders will need their Shareholder Reference Number (SRN), which
can be found on their share certificate or a recent dividend tax voucher, to
access this site. Once signed up to Investor Centre, an activation code will
be sent to the shareholder's registered address to enable the shareholder to
manage their holding.
anticipated Financial Calendar 2022/23
July 2023 Announcement of Net Asset Value as at 30 June 2023
October 2023 Announcement of Net Asset Value as at 30 September 2023
December 2023 Publication of Annual Report for the year to 30 September 2023
January 2024 Announcement of Net Asset Value as at 31 December 2023
February 2024 Annual General Meeting
The Board will consider the calendar at each meeting and amend as appropriate.
The Company continues to pay monthly dividends.
Glossary of terms, definitions and alternative performance measures
The Company uses Alternative Performance Measures (APMs). APMs do not have a
standard meaning prescribed by accounting standards and therefore may not be
comparable to similar measures presented by other entities. The APMs used by
the Company are included below. A full glossary was included in the Annual
Report 2022 to assist investors in their understanding of the other technical
terms that the Company may use in reporting its results.
Contracted Rent The annualised rent adjusting for the inclusion of rent subject to rent-free
periods and rental guarantees.
Discount (or Premium) of Share Price to Net Asset Value If the share price is less than the Net Asset Value per share, the shares are
trading at a discount. If the share price is greater than the Net Asset Value
per share, the shares are trading at a premium. The discount (or premium) is
calculated by reporting the difference between the Net Asset Value per share
and the Share Price as a percentage of the Net Asset Value per share.
Dividend Cover Revenue profit for the period, excluding exceptional items, divided by
dividends paid during the period.
Dividend Yield Calculated using the annual dividend as a percentage of the share price at the
period end.
Earnings per share (EPS) Profit for the period attributable to ordinary equity holders of the Company
divided by the time weighted average number of ordinary shares outstanding
during the period. As there are no dilutive instruments outstanding, basic and
diluted earnings per share are identical.
EPRA NAV NAV adjusted to include properties and other investment interests at fair
value and to exclude certain items not expected to crystallise in a long-term
investment property business model. Makes adjustments to the IFRS NAV to
provide stakeholders with the most relevant information on the fair value of
the assets and liabilities within a true real estate investment company with a
long-term investment strategy. At 31 March 2023, 30 September 2022 and 31
March 2022, the EPRA NAV was the same as the IFRS NAV.
EPRA Net Asset Value (NAV) per Share EPRA NAV at the period end divided by the number of Ordinary Shares in issue
at that date.
EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space expressed as a percentage
of the ERV of the whole portfolio. The vacancy rate excludes those properties
which are under development or major refurbishment.
Gearing Unlike open-ended investment companies, closed-ended investment companies have
the ability to borrow to invest.
This term is used to describe the level of borrowings that an Investment
Company has undertaken. The higher the level of borrowings, the higher the
gearing ratio. This is expressed as a percentage of the principal value of
borrowings against total assets.
Like-for-like Movement The like-for-like increase (or decrease) in the property portfolio is
calculated as the movement in the fair value of the property portfolio
excluding any properties bought or sold in the period.
Loan-to-Value (LTV) Debt outstanding and drawn at the period end, net of any cash held in the
Lender deposit account, expressed as a percentage of the market value of all
property assets.
NAV per Ordinary Share (or IFRS NAV) This is calculated as the net assets of the Group calculated under its
accounting policies (as set out on pages 79 to 82 of the Annual Report 2022)
divided by the number of shares in issue, excluding those shares held in
treasury. This is the number disclosed at the foot of the Consolidated
Statement of Financial Position on page 76. At 31 March 2023 and 30 September
2022, the IFRS NAV was the same as the EPRA NAV.
NAV Total Return The growth in NAV plus dividends reinvested, and this can be expressed as a
percentage of NAV per share at the start of the period.
Share Price Total Return The percentage change in the Share Price assuming dividends are reinvested to
purchase additional Ordinary Shares at the prevailing share price.
WAULT (Weighted Average Unexpired Lease Term) The average lease term remaining to the earlier of break or expiry, across the
portfolio weighted by contracted rental income (including rent-frees). The
calculation excludes properties allocated as developments.
Capitalised terms above are as defined in the glossary included in the Annual
Report 2022.
HOW TO INVEST
Shares in Ediston Property Investment Company plc are listed on the main
market of the London Stock Exchange (LSE: EPIC).
As with any publicly quoted company, the Company's shares can be bought and
sold on the stock market. This can be done directly through a wealth manager,
financial adviser or stockbroker.
Another option is to use one of the platform providers who offer an 'execution
only' service. Links to such providers are available on the Company's website
at www.ediston-reit.com. Potential investors should note that by clicking on
any of the links contained thereon, you will leave the Company's website and
go to an external website. The Company is not responsible for the content or
accuracy of these external websites.
KEY INFORMATION DOCUMENT
Investors should be aware that the Packaged Retail and Insurance-based
Investment Products Regulation (PRIIPs) Regulation requires the AIFM, as the
PRIIP manufacturer, to prepare a key information document (KID) in respect of
the Company. This KID must be made available by the Investment Manager to
retail investors prior to them making any investment decision and is available
on the Company's website. The Company is not responsible for the information
contained in the KID and investors should note that the procedures for
calculating the risks, costs and potential returns are prescribed by the law.
The figures in the KID may not reflect the expected returns for the Company
and anticipated performance returns cannot be guaranteed.
Important Information
Past performance is not necessarily a guide to future performance. The value
of investments and income from them may go down as well as up and are not
guaranteed. NAV performance is not linked to share price performance and
shareholders may realise returns that are lower or higher in performance.
Certain statements in this report are forward-looking statements. By their
nature, forward-looking statements involve a number of risks, uncertainties or
assumptions that could cause actual results or events to differ materially
from those expressed or implied by those statements. Forward-looking
statements regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the future.
Accordingly, undue reliance should not be placed on forward-looking
statements.
WARNING TO SHAREHOLDERS - BEWARE OF SHARE FRAUD
There has been an increase in the number of increasingly sophisticated but
fraudulent financial scams. This is often by a 'phone call or email which can
originate from outside the UK. Shareholders may receive unsolicited phone
calls or correspondence concerning investment matters that imply a connection
to the Company. These are typically from overseas 'brokers' who target UK
shareholders offering to sell them what often turn out to be worthless or
high-risk shares.
Shareholders may also be advised that there is 'an imminent offer for the
Company', and the caller may offer to buy shares at significantly above the
market price if an administration fee is paid. This is known as 'boiler room
fraud'.
If you are contacted, we recommend that you do not respond with any personal
information, including access to financial information or bank accounts. If
you are in any doubt you should seek financial advice before taking any
action.
You can find more information about investment scams at the Financial Conduct
Authority (FCA) website:
www.fca.org.uk/consumer/protect-yourself-scams. You can also call the FCA
Consumer Helpline on 0800 111 6768.
CORPORATE INFORMATION
Directors Independent Auditor
Mr William Hill (Chairman) Grant Thornton UK LLP
Ms Karyn Lamont 30 Finsbury Square
Mr Jamie Skinner London EC2P 2YU
Ms Imogen Moss
Registered office Tax Adviser
The Scalpel BDO LLP
18(th) Floor, 55 Baker Street
52 Lime Street London W1U 7EU
London EC3M 7AF
Registered number Registrar
09090446 Computershare Investor Services PLC
Registered in England and Wales The Pavilions
Bridgwater Road
Bristol BS13 8AE
AIFM Corporate Broker
Ediston Investment Services Limited Investec Bank PLC
Broadgate Tower 30 Gresham Street
20 Primrose Street London EC2V 7QP
London EC2A 2EW
Investment Manager Depositary
Ediston Properties Limited IQ EQ Depositary Company (UK) Limited
Broadgate Tower Two London Bridge
20 Primrose Street London SE1 9RA
London EC2A 2EW
Administrator and Company Secretary Public Relations
JTC UK Limited Kaso Legg Communications
The Scalpel 40 Queen Street
18(th) Floor, London EC4R 1DD
52 Lime Street
London EC3M 7AF
Legal Adviser Website
Dickson Minto W.S. www.ediston-reit.com
Broadgate Tower
20 Primrose Street
London EC2A 2EW
Property Valuer
Knight Frank LLP
55 Baker Street
London W1U 8AN
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