REG - NewRiver REIT plc - Preliminary results for year ended 31 March 2025
Tue 07:00
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RNS Number : 1165L NewRiver REIT PLC 03 June 2025
NewRiver REIT PLC
Preliminary unaudited results for the year ended 31 March 2025
3 June 2025
Significant earnings growth
Allan Lockhart, Chief Executive commented: "It has been a successful and
transformative year for NewRiver, the highlight of which was the highly
earnings accretive acquisition of Capital & Regional. Whilst M&A
activity was our primary focus in the year, this did not detract from our
operational performance, and we have delivered another year of excellent
leasing both in terms of pricing and volume, as well as earnings growth from
Capital Partnerships.
The benefits of the Capital & Regional acquisition are already flowing
through and our long-term aim is to deliver consistent market leading earnings
growth beyond those benefits. We are confident of achieving this given the
range of growth drivers that we have at our disposal underpinned by a market
place that is in the best position it has been in for several years."
Capital & Regional portfolio performing well and integration on track
● In December 2024 completed the acquisition of Capital & Regional for
£151m, funded through a combination of cash and shares; the acquisition
increased the size of NewRiver's portfolio by 65% through the combination of
high-quality, complementary assets with similarly low-risk tenant profiles
● The Capital & Regional assets have now fully transferred onto NewRiver's
operating platform and continued progress has been made in unlocking annual
cost synergies previously identified; transaction expected to deliver mid-to
high-teens accretion to UFFO per share and to be fully unlocked (on an
annualised basis) within 12 months of completion
● Transaction part funded through significantly oversubscribed 19.9% equity
placing and retail offer in September 2024 which raised net proceeds of
£48.9m, and was priced at a modest premium to the prevailing share price
Increased scale, growth in earnings and return to capital growth
● UFFO of £30.5m in FY25 (8.1 pence per share), increased by 25% from £24.4m
in FY24; H2 FY25 UFFO per share of 4.4 pence increased by 19% vs H1 of 3.7
pence, reflecting the impact of acquisition activity and benefitting from the
seasonality in the Snozone business which was acquired as part of the Capital
& Regional transaction
● FY25 final dividend of 3.5 pence per share vs 3.0 pence per share H1 interim
dividend; 80% payout / 125% covered in-line with dividend policy
● Portfolio valuation increased to £897m from £540m in September 2024 due to
the Capital & Regional acquisition and a 0.6% increase in capital values;
the Abbey Centre in Newtownabbey sold post balance sheet for £58.8m, in-line
with March 2025 and March 2024 valuation
● IFRS profit after tax of £23.7m in FY25, improved from £3.0m in FY24, due to
improved valuation performance
● EPRA NTA per share of 102 pence, in-line with post Capital & Regional
acquisition proforma and reduced from 106 pence as at 30 September 2024 due to
transaction costs
Strong financial position maintained following acquisition activity
● LTV of 42.3% at 31 March 2025 vs 30.8% at 31 March 2024 (21.6% at 30 September
2024); proforma LTV reduced to c.38% following post balance sheet disposal of
the Abbey Centre in Newtownabbey, within LTV guidance of <40% meaning we
have capacity to redeploy into accretive opportunities
● Cash of c.£62.1m vs £133.2m at 31 March 2024 (£184.8m at 30 September 2024)
● Interest cover ratio of 6.0x vs 6.5x at 31 March 2024 (7.4x at 30 September
2024)
● Net debt to EBITDA of 5.4x vs 4.8x at 31 March 2024 (4.7x at 30 September
2024)
● Strength of balance sheet position recognised in September 2024 when Fitch
Ratings reaffirmed NewRiver's Long-Term Issuer Default Rating (IDR) at 'BBB'
with a Stable Outlook, senior unsecured rating (relating to £300m unsecured
2028 bond) at 'BBB+' and Short-Term IDR at 'F2'
Continued operational performance
● Portfolio occupancy increased to 96.1% vs 95.9% at 31 December 2024
● 939,700 sq ft of leasing in FY25; long-term transactions +8.8% vs ERV and
+17.5% vs previous rent
● Total in store spend growth within the NewRiver portfolio was +4.3%
year-on-year in the twelve months to March 2025. This was a significant
outperformance relative to the UK average growth in retail and supermarket
spend of +1.5%
● Accounting for an online spend contribution where the customer had previously
spent in store, the year-on-year growth figure rises to +4.9%
● Healthy spend growth at NewRiver assets leading to highly affordable portfolio
Occupational Cost Ratio of 8.3%
● GRESB score improved to 80 from 72 and maintained Gold Level for EPRA
Sustainability Best Practice Recommendations
Results summary
Performance Note FY25 HY25 FY24
Unaudited Unaudited Audited
Underlying Funds From Operations ('UFFO') (1) £30.5m £11.5m £24.4m
UFFO per share (1) 8.1p 3.7p 7.8p
Net Property Income £50.4m £21.8m £45.6m
Ordinary dividend 6.5p 3.0p 6.6p
Ordinary dividend cover (2) 125% 125% 118%
Ordinary dividend payout (2) 80% 80% 85%
IFRS Profit after taxation £23.7m £8.2m £3.0m
IFRS Basic EPS 6.3p 2.6p 1.0p
Interest cover ratio (3) 6.0x 7.4x 6.5x
Total Accounting Return (4) (5.9)% (5.0)% +0.5%
GRESB Score (5) 80 80 72
Balance Sheet Note 31 March 30 September 31 March
2025 2024 2024
IFRS Net Assets £490.1m £410.4m £361.1m
EPRA NTA per share (6) 102p 106p 115p
Balance Sheet (proportionally consolidated) (7) 31 March 30 September 31 March
2025 2024 2024
Properties at valuation (7) £897.5m £540.5m £543.8m
Net debt (7) £379.2m £116.6m £167.3m
Principal value of gross debt (7) (8) £444.3m £304.3m £304.0m
Cash (7) £62.1m £184.8m £133.2m
Net debt: EBITDA (7) (9) 5.4x / 8.9x 4.7x / 3.5x 4.8x / 4.8x
Weighted average cost of debt - drawn only (7) (10) 3.5% 3.5% 3.5%
Weighted average debt maturity - drawn only (7) (10) 2.6 years 3.4 years 3.9 years
Loan to value (7) (11) 42.3% 21.6% 30.8%
(1) Underlying Funds From Operations ('UFFO') is a Company measure of operational
profits, which includes other income and excludes one off or non-cash
adjustments, such as portfolio valuation movements, profits or losses on the
disposal of investment properties, fair value movements on derivatives,
Snozone depreciation, amortisation and lease liability interest on PPE,
exceptional costs and share-based payment expense as set out in Note 12 to the
Financial Statements and in the Finance Review. UFFO is used by the Company as
the basis for ordinary dividend policy and cover
(2) Ordinary dividend cover and payout calculated with reference to UFFO
(3) Interest cover is tested at corporate level and is calculated by comparing
actual net property income received versus net cash interest payable on a 12
month look-back basis
(4) Total Accounting Return is the EPRA NTA per share movement during the year,
plus dividends paid in the year, divided by EPRA NTA per share at the start of
the year
(5) GRESB is the leading sustainability benchmark for the global real estate
sector, and its annual assessment scores participating companies out of 100
(6) EPRA Net Tangible Assets ('NTA') is based on IFRS net assets excluding the
mark to market on derivatives and debt instruments, deferred taxation on
revaluations, goodwill and diluting for the effect of those shares potentially
issuable under employee share schemes, see Note 12 to the Financial Statements
(7) Proportionally consolidated means Group and share of JVs & associates
(8) Principal value of gross debt being £440.0 million of Group and £4.3m share
of JVs & associates (31 March 2024: £300.0m of Group and £4.0m share of
JVs & associates)
(9) Net debt: EBITDA calculated using the average net debt over the last 12 months
is 5.4x in FY25 (HY25: 4.7x; (FY24: 4.8x). Net debt: EBITDA calculated using
year end net debt at 31 March 2025 was 8.9x due to the completion of the
acquisition of Capital & Regional on 10 December 2024 so only 112 days of
EBITDA received in FY25. Net debt: EBITDA calculated using period end net debt
at 30 September 2024 was 3.5x due to the completion of the equity placing and
retail offer in September 2024
(10) Weighted average cost of debt and weighted average debt maturity on drawn debt
only (including share of JV & associate drawn debt)
(11) The ratio of gross debt less cash, short-term deposits and liquid investments
to the aggregate value of properties and investments. 31 March 2025 LTV
reduces to c.38%, proforma for the £59m post year end disposal of the Abbey
Centre, Newtownabbey, in-line with March-2025 book value
For further information
NewRiver REIT plc +44 (0)20 3328 5800
Allan Lockhart (Chief Executive)
Will Hobman (Chief Financial Officer)
FTI Consulting +44 (0)20 3727 1000
Dido Laurimore
Giles Barrie
This announcement contains inside information as defined in Article 7 of the
EU Market Abuse Regulation No 596/2014 and has been announced in accordance
with the Company's obligations under Article 17 of that Regulation. This
announcement has been authorised for release by the Board of Directors.
Results presentation
The results presentation will be held at 09.30am today, 3 June 2025, at DL/78,
78 Charlotte Street, London, W1T 4QS.
A live audio webcast of the presentation will be available at:
https://secure.emincote.com/client/newriver/fy25
(https://secure.emincote.com/client/newriver/fy25)
The accompanying slides will be made available at www.nrr.co.uk
(http://www.nrr.co.uk) just prior to the presentation commencing.
A recording of this webcast will be available on the same link after the
presentation, and on the Company's website (www.nrr.co.uk
(http://www.nrr.co.uk) ) later in the day.
Forward-looking statements
The information in this announcement may include forward-looking statements,
which are based on current projections about future events. These
forward-looking statements reflect the directors' beliefs and expectations and
are subject to risks, uncertainties and assumptions about NewRiver REIT plc
(the 'Company'), including, amongst other things, the development of its
business, trends in its operating environment, returns on investment and
future capital expenditure and acquisitions, that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statements.
None of the future projections, expectations, estimates or prospects in this
announcement should be taken as forecasts or promises nor should they be taken
as implying any indication, assurance or guarantee that the assumptions on
which such future projections, expectations, estimates or prospects have been
prepared are correct or exhaustive or, in the case of the assumptions, fully
stated in the document. As a result, you are cautioned not to place reliance
on such forward-looking statements as a prediction of actual results or
otherwise. The information and opinions contained in this announcement are
provided as at the date of this document and are subject to change without
notice. No one undertakes to update publicly or revise any such forward
looking statements. No statement in this document is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily match or
exceed the historical or published earnings of the Company.
Chair Statement
It has been a transformational year for NewRiver with the acquisition of
Capital & Regional for £151 million which completed on the 10 December
2024. This has materially increased our scale, with our balance sheet
portfolio value increasing by 65%, net assets by 35% and our Underlying Funds
From Operations by 25% with further material earnings growth anticipated in
the new financial year. We believe that the acquisition has a strong
strategic, operational and financial rationale that will deliver significant
benefits to all stakeholders.
To partly fund the acquisition, we undertook an equity placing and retail
offer which was heavily oversubscribed and priced at a modest premium to the
prevailing share price. We believe the success of our equity placing is
reflective of increased investor confidence in NewRiver, the attractiveness of
the Capital & Regional transaction and a recognition that our marketplace
has been improving. The placing enabled us to enhance our equity market
profile with an expanded and strengthened shareholder register as well as
enhanced trading liquidity in our shares. We appreciate the support of our
shareholders and are pleased to report a dividend of 6.5 pence per share this
year, comfortably fully covered by Underlying Funds From Operations.
The last year has seen another strong operational performance from NewRiver,
yet again in sharp contrast to sentiment towards real estate in the equity
capital markets. The Chief Executive's Review covers this in detail, but the
highlights include: another year of strong leasing performance, despite the
challenging consumer market; continued progress on disposing or improving the
workout assets leaving a strong core portfolio; progress on the key
regeneration schemes; and good revenue growth in capital partnerships. This
has all been achieved alongside further progress on our ESG journey with
continued improvement in our GRESB score to 80 and for the fourth consecutive
year we retained our Gold sBPR award from EPRA. We are also proud to be an
Accredited Real Living Wage Employer and also to be recognised as one of the
Sunday Times' "Best Places to Work".
In what has been a very busy year, none of this would have been possible
without the hard work and support of the team and my colleagues on the Board.
We have a fantastic team at NewRiver who are focused on delivering the best
returns for shareholders and we are all grateful to our shareholders for your
support throughout the year.
Chief Executive's Review
Overview
Reiterating the Chair's statement, the acquisition of Capital & Regional
has been transformational for the business and sets a strong platform for
further growth. Price paid is critically important in determining future
returns and, in that regard, we believe we acquired Capital & Regional at
an attractive level. Capital & Regional's assets were valued in June 2024
at £350 million resulting in net assets of £175 million, which compares
favourably to the price that we paid of £151 million, based on the
middle-market closing price of NewRiver's shares on 10 December 2024, a
discount of 14%.
The transaction affords us the opportunity to unlock significant cost
synergies that will deliver material earnings accretion. In total we expect to
unlock approximately £6.2 million of recurring annual cost synergies, the
majority of which are expected to be effective in FY26. These cost savings
will arise from the removal of duplicative functions and the rationalisation
of listing and other administrative and operational expenses.
Our aim remains to preserve a robust and conservatively leveraged balance
sheet in line with our financial policies and guidance. Following completion
of the acquisition, we maintained a weighted average cost of 3.5% across drawn
debt of £444 million with a diversified debt maturity profile and no maturity
on drawn debt until January 2027. We will also benefit from the enhanced
financial flexibility and expected cost of capital benefits resulting from
increased scale. At the year end, our LTV was 42.3%, in-line with post Capital
& Regional acquisition proforma but ahead of guidance of <40%. We were
clear at the time of the acquisition that we intended to return LTV to within
our guidance level through a modest and achievable level of disposals, and
immediately post year end we completed the disposal of the Abbey Centre in
Newtownabbey, which reduces our LTV to c.38% meaning we are within guidance
with capacity to invest into accretive asset acquisitions.
Whilst our primary focus has been on M&A activity in the year, this did
not detract from our operational performance, which has been excellent with
another period of good leasing performance both in terms of volume and
pricing. Consequently, occupancy and tenant retention rates remained high,
demonstrating that we have the right assets in the right locations let to the
right occupiers, as well as reflecting the quality of our asset management.
During the 12 months ended 31 March 2025, we delivered £30.5 million of UFFO,
equating to 8.1 pence on a per share basis. As a result, we have declared a
fully covered final dividend of 3.5 pence per share, and a total dividend for
FY25 of 6.5 pence per share, representing a payout equivalent to 80% of UFFO
which is in-line with our dividend policy. Our EPRA Net Tangible Assets Per
Share at the full year was 102 pence, compared to 106 pence per share at the
half year, in-line with the proforma guidance communicated in our half year
results and pleasingly our portfolio valuation returned to growth at the full
year.
A Market Place supportive of Growth
The UK consumer remains strong, with elevated savings, stable house prices,
low levels of unemployment and wages exceeding inflation since June 2023. This
has supported retail and supermarket spending which, based on Lloyds Bank
data, has delivered year-on-year sales growth of +1.5% for the 12 months to
March 2025. This continued growth is a solid result given that retail accounts
for 27% of Lloyds Bank's 26 million customers' annual spend and supermarkets
account for a further 19% and is despite consumers having to increase their
essential spending such as on mortgages +8% year-on-year and council tax +13%.
Whilst the retail, hospitality and leisure sectors have been undoubtedly
impacted by the April 2025 increases in national insurance and the minimum
wage, other costs for retailers have been reducing. This includes energy,
shipping costs and factory gate prices. The benefit of an appreciating Pound
versus the US Dollar is also supporting lower prices especially for non-food
retailers buying products in Asia, with a potential increased price
negotiating power for UK retailers with suppliers as result of the US imposed
tariffs on China. For UK food retailers their supply chains are more
orientated to European and UK markets and as such US tariffs are unlikely to
have a material impact. That said, US tariffs have been impacting consumer
confidence and in turn will potentially lead to a slowdown in economic growth.
We will monitor our customer spending data carefully.
Our occupational market is in its strongest position for a decade having
navigated significant challenges, with vacancy continuing to decline across
the sector and rental growth starting to emerge for assets in the right
locations. We believe this for three key reasons: firstly, much of the
corporate restructuring has already taken place with the weaker retailers
removed from the market; secondly, most national retailers have focused on
operational efficiency and margin growth, leading to improved financial
results; and lastly, pure online retail is going through its own period of
disruption with the line between in-store and online sales increasingly
blurred and omnichannel retailers gaining market share. This is positive for
our sector as the physical store is at the centre of omnichannel retailing,
arguably the genuine last mile fulfilment and a business-critical channel for
retail today and into the future.
Investment volumes in 2024 rebounded versus 2023 for both shopping centres and
retail parks. Shopping centre volumes were up 70% at £2.0 billion reflecting
improving investment sentiment as the sector offers one of the highest day one
yield spreads to the 10-year Gilt. The first quarter has been relatively muted
due to limited supply rather than a lack of demand. Retail park volumes surged
by 75% to total £3.3 billion. Investor demand remains broad based,
underpinned by strong occupational demand dynamics, very low vacancy and
constrained future development limiting new supply of space.
Investor demand for both shopping centres and retail parks is further
supported by increasing competition from debt providers, which is resulting in
lower margins and higher LTVs.
Our Portfolio is Well Positioned to Deliver Consistent Growth
Total portfolio value increased by 65% to £897 million, principally as a
result of the Capital & Regional acquisition, whose portfolio comprised of
six community shopping centres predominantly located in London and South East
England and principally let to low-risk, essential and value-oriented
retailers that are highly complementary to NewRiver's existing portfolio. In
addition, through this acquisition, we now own Snozone, the UK's largest
indoor ski slope operator with profitable centres in Milton Keynes, Yorkshire
and Madrid (Spain).
Our Core Shopping Centres and Retail Parks, which represent 94% of our total
portfolio value, continue to perform well as evidenced by high occupancy, high
tenant retention rate and another period of strong leasing and customer sales
performance. The active demand for space across our Core Portfolio, which is
broad based, is reflective of our portfolio positioning towards essential
based retail and services, which is the right place to be in a higher interest
and cost environment.
Over the past 12 months we have been working with Lloyds Bank, combining
high-quality consumer spending data with our retail market expertise.
NewRiver's analysis, informed by Lloyds Bank data, has provided greater
insight into the profile of our shoppers and performance of our assets and to
date, we have detailed customer spending insights on assets representing 85%
of our portfolio by value. Our analysis shows that for the year ending 31
March 2025, in-store retail sales increased by +4.3% relative to the prior
year, significantly outperforming the wider market, demonstrating that our
portfolio is proving consistently popular with consumers. Based on the sales
performance of our tenants within our portfolio over the reporting period, our
current occupational cost ratio is 8.3% which is highly affordable, and which
partly explains our excellent leasing performance.
The success that our assets have had over the year in attracting increased
customer spend is clearly good for our tenants and this has translated into
another year of strong leasing performance. Over the year within our Core
Shopping Centres, we completed 571,600 sq ft of leasing transactions on
average +5.4% above valuer's ERV, which was the 5(th) consecutive financial
year of positive leasing spreads, and +17.2% above previous rent. We have also
seen a steady improvement over the last three financial years of leasing
transactions versus previous passing rent, and aggregating those total leasing
transactions, the compound annual growth rate over the last three years is
positive +0.7% on a 8.5 year previous lease length. Given the substantial
disruption the market has seen, this is an excellent result. The stability
that we have in our Core Shopping Centres is also reflected in the vacancy
rate which is only 4% and where we have a retention rate of 89%.
Our Retail Parks are also delivering excellent operational performance with
leasing transactions completed at +20.6% versus the valuer's ERV and +19.1%
versus the previous passing rent. The depth of demand is demonstrated by the
vacancy rate which sits at only 3%, a tenant retention rate at 100% and the
average compound annual growth rate over the last three years versus previous
passing rent of +0.9% on a 15.5 year previous lease length.
Our Regeneration and Work Out assets represent only 6% of our total portfolio
by value reflecting the good progress made in reducing our exposure through
disposals particularly in relation to Work Out. Over the year we have made
good progress with the remaining few assets. In Burgess Hill, we are close to
exchanging a conditional contract to form a joint venture with Mid Sussex
Council to deliver our regeneration project. Importantly no further equity is
required from NewRiver as the project is expected to benefit from grant
funding and an attractive facility from Homes England. Terms on pre-lets have
been agreed with a major food discounter and budget hotel operator and a sale
of part to a residential developer. We are targeting to commence project works
at the end of 2025.
In Cardiff, our remaining key Work Out asset, planning consent was received to
repurpose this shopping centre into an 80,000 sq ft multi-entertainment centre
that will include numerous social competitive offerings as well as a range of
food and beverage provisions. We are now in the final stages of agreeing a
long-term indexed lease to one of the UK's leading leisure operators for the
entirety. Project works are due to commence imminently, and upon completion
will deliver a significant net operating income increase.
Revenue Growth in Capital Partnerships
Capital Partnerships are an important component of our strategy to deliver
earnings growth in a capital light way and so we were delighted to acquire
Ellandi in July 2024. The acquisition is aligned with NewRiver's strategy to
expand our Capital Partnership business over the medium term, leveraging our
position as one of the largest specialist retail real estate asset managers in
the UK. Investment partners are increasingly recognising the importance of
track record and specialism in this highly operational asset class.
Today our Capital Partnership business has genuine scale, with assets under
management of £1.5 billion across a portfolio of 21 shopping centres and 18
retail parks, with 14 different partners. Our Partner mandates include private
equity, banks, an institution and local authorities. Total annualised revenue
net of costs is currently £3.8 million and the compound annual growth rate in
our Capital Partnership net revenues over the last five years has been 19%. We
see no reason why we cannot maintain that growth rate over the next five
years.
People & Data Drive Performance
Retail is a fast moving and dynamic market and as such has become highly
operational for both owners and occupiers of retail real estate. For several
years now, we have continued to invest in our people, data and systems which
we believe allows us to make better decisions, improves our operational
efficiency and delivers market leading performance.
We have a fantastic culture at NewRiver with a passionate team of people with
considerable experience and expertise in real estate and finance. We do not
take our carefully nurtured culture for granted as we continuously invest to
ensure that we have the most talented, agile and happy team we possibly can.
We are strong believers that access to high quality data allows us to make
better decisions whether that relates to capital deployment, leasing, tenant
mix, marketing, car parking pricing or overall risk assessment of assets. We
know that many of our occupiers are also using data to enhance their customer
experience, and we believe that it is important that we also have a great
insight into the millions of customers that visit our assets.
The most important data, in our opinion, is live consumer spending. This is
why we have started working with Lloyds Bank to combine high-quality consumer
spending data with our retail market expertise and now have access to spending
data on 85% of our portfolio by value which is updated quarterly. This data
provides us a detailed insight into the health and activity of our consumer
base and performance of our retailers. It includes store-by-store sales
turnover, the online contribution from that store, where customers are coming
from, where else they are spending, frequency of visits, average transaction
values, a customer demographic profile and interestingly, where customers tend
to make their first purchase, their second purchase and beyond. The
application and analysis of this data touches almost every asset management
decision that we make and therefore will significantly enhance our
capabilities to make the right decisions in the future to further enhance our
asset business plans.
Handling a greater volume of data to inform real-time decision-making
processes requires highly organised and increasingly automated systems.
Several years ago, we invested in a fully integrated property management and
accounting system with highly user-friendly dashboards accessed via both
laptop and mobile and we continue to invest in the phased enhancement of this
whilst also ensuring that we maintain strong cyber security.
ESG - Progress to Net Zero
Five years on from our original net-zero target baseline year of FY20, we are
93% of the way to achieving our SBTi near-term target to reduce our absolute
scope 1&2 emissions by 42% by 2030, having achieved a total reduction of
39% at the end of FY25. Throughout our journey so far, we've disclosed our
energy and emissions performance on both an absolute and like-for-like basis,
to ensure transparency as to emissions reductions that have been achieved
through our proactivity in the pursuit of our objective to minimise our
environmental impact, vs emissions reductions that have arisen from changes to
our portfolio composition.
Between FY24 and FY25, we saw a 13% reduction in absolute scope 1 emissions
and a 12% reduction in absolute scope 2 emissions, whilst on a like-for-like
basis, we reduced gas and electricity consumption within the
landlord-controlled areas of our portfolio by 10% and 2% respectively, owing
to energy conservation measures implemented at our assets. Alongside our
portfolio emissions reductions, we've now reached the end date of our
corporate net-zero target. We've abated our corporate scope 1&2 emissions
through our move to a high-efficiency, all-electric office, and procuring
renewable electricity. We've measured our FY25 corporate scope 3 emissions at
560 tonnes, which we have offset via the Woodland Trust to bring them to a
net-zero level.
This year, we improved our GRESB score from 72/100 to 80/100, earning us an
additional "green star" representing our improved performance relative to our
peer group. We retained our 'B' rating from the CDP and achieved our goal of
improving performance within the "Emissions Reduction Initiatives and Low
Carbon Products" aspect of the assessment, which was identified as a key
improvement opportunity in our FY24 Annual Report and Accounts, and for which
we achieved an 'A' rating this year. For a fourth consecutive year, we also
retained our Gold sBPR award from EPRA in recognition of the high transparency
and comparability of our ESG performance disclosures, which is a key indicator
of upholding our core ESG objective of Leading in Governance and Disclosure.
Strengthening our fulfilment of this objective, we became an Accredited Real
Living Wage Employer and are proud to have retained our recognition as one of
the Sunday Times' "Best Places to Work".
Outlook - Material Earnings Growth for the Year Ahead
The benefits of the Capital & Regional transaction are starting to flow
through, with further benefit to be realised in FY26 and FY27 as the cost
synergies are fully unlocked.
Our aim is to deliver consistent market leading earnings growth beyond just
the benefits of the Capital & Regional acquisition, even taking into
account likely higher finance costs in a few years' time. Our key growth
drivers are net rental income growth, the signs for which are positive and
should lead to valuation growth allowing us to access some of our untapped
liquidity for earnings accretive acquisitions, continuing revenue growth from
Capital Partnerships, for which our five year track record of growth is
supportive, and capital recycling, which offers us the opportunity to deliver
further earnings growth.
Our long-held view of the importance of income returns today serves us well.
Our portfolio is performing well, supported by a highly experienced and
motivated team underpinned by a strong balance sheet, and whilst the macro
environment has been volatile, we have a clear pathway to deliver attractive
returns for our shareholders.
Portfolio Review
Highlights
Portfolio Metrics as at 31 March 2025
● Occupancy: 96.1% (FY24: 98.0%)
● Retention Rate: 90% (FY24: 94%)
● Rent Collection: 98% (FY24: 99%)
● Affordable Average Rent: £12.93 per sq ft (FY24: £11.82 per sq ft)
● Gross to Net Rent Ratio: 85% (FY24: 88%)
● Leasing Volume 939,700 sq ft (FY24: 785,100 sq ft)
● Leasing Activity vs valuer ERV +8.8% (FY24: +3.6%)
● Leasing Activity vs previous passing rent +17.5% (FY24: +1.8%)
● Average rent free tenant incentive: 4.7 months (FY24: 2.1 months)
● Average WALE on long-term leasing transactions: 8.6 years (FY24:7.5 years)
● Average CAGR FY23-FY25: +0.7% on 9.7 year average previous lease period (FY24
-0.3% over 9.9 years)
● Portfolio NIY: 7.1% (FY24: 7.6%)
● Capital Growth: +0.6% (FY24: -2.3%)
● Occupational Cost Ratio: 8.3%
● Sales growth: +4.9% year-on-year in the 12 months to March 2025
● National retailer as % of total rent: 80% (FY24: 84%)
Our retail portfolio, primarily centred on essential goods and services,
continues to demonstrate strong operational metrics, with sustained demand
across the portfolio for both new lettings and renewals. This reinforces our
belief that we possess the right assets in the right locations, catering to
occupiers for whom a physical store is essential.
During this period, our asset team has been proactive, completing a total of
939,700 sq ft in leasing transactions, which has secured £9.6 million in
annualised income. Long-term leasing transactions, which represent 76% of the
total rent secured, were finalised at rents +8.8% above the valuer's estimated
rental value (ERV) and +17.5% higher than the previous passing rent. Occupancy
has slightly decreased to 96.1% following the acquisition of Capital &
Regional which on acquisition had a lower occupancy rate than the existing
NewRiver portfolio. This is temporary with new lettings in advanced legals
which will return our occupancy rate to March 2024 levels.
As at 31 March 2025 Occupancy Retention Rate Affordable Average Rent Gross to Net Rent Ratio Leasing Volume Average CAGR FY23-FY25
Leasing Activity
(%) (%) (£ psf) (Ave. pa) (%) (sq ft) % vs valuer ERV % vs previous passing rent (%) (Ave. Lease Length)
Retail Parks 97.4% 100% £12.68 £136,000 98% 160,400 +20.6% +19.1% +0.9% 15.5
Shopping Centres 95.9% 89% £13.74 £53,000 82% 571,600 +5.4% +17.2% +0.7% 8.5
- Core
Shopping Centres 99.0% 72% £5.61 £16,000 n/a - - - -0.9% 5.4
- Regen
Shopping Centres 93.7% 92% £8.12 £14,000 n/a 116,600 -8.4% +5.1% -1.4% 6.4
- Work Out
Total(1) 96.1% 90% £12.93 £55,000 85%(2) 939,700 +8.8% +17.5% +0.7% 9.7
1. Total includes Other representing <1% of total portfolio by value
2. Gross to net ratio includes Retail Parks and Shopping Centres - Core only
Long-term leasing continues to outperform ERVs across Core Shopping Centres
and Retail Parks, which accounted for 99% of long-term rent secured,
transacting at +5.4% and +20.6% above the valuer's ERVs respectively. Our
long-term leasing transactions have achieved a weighted average lease expiry
("WALE") of 8.6 years, reflecting an improvement from FY24 7.5 years, and
maintaining the positive momentum observed since FY22, which recorded a WALE
of 6.4 years. In terms of tenant incentives, the competitive tension in the
occupational market has resulted in an average rent free period of just 4.7
months for long-term leasing transactions. This average has increased from 2.1
months in FY24 due to the longer lease terms secured.
For total portfolio lease events in FY25, achieved rents showed a positive
compound annual growth rate ("CAGR") compared to the previous passing rent of
+1.3% over an average previous lease period of 9.6 years. Over the past three
years, this reflects a modest increase of +0.7% based on an average previous
lease period of 9.7 years, highlighting the sustainability of current rental
levels. We anticipate continued rental growth from this highly affordable
rental base.
The NewRiver portfolio is well-located across the UK, with a focus on
essential goods and services, which comprises 82% of the portfolio by rent,
and spaces compatible for omnichannel businesses. Prioritising
convenience-led, community-focused retail, the portfolio supports local
communities and society at large whilst benefiting from a depth of demand from
Discount, Value Fashion and Grocery retailers to Home, Health & Beauty,
Jewellery, and Food & Beverage offerings.
Retail Parks as at 31 March 2025
● Portfolio weighting: 21%
● No. assets: 13
● NIY: 6.1%
● Capital growth: +3.5%
● Average value: £17.9 million
● Key occupiers: B&M, TK Maxx, Tesco, Pets at Home, Currys
● Occupancy: 97.4%
● Retention rate: 100%
● Affordable average rent: £12.68 per sq ft / £136,000 per annum
● Gross to Net Rent Ratio: 98%
● Leasing volume: 160,400 sq ft
● Leasing activity: +20.6% ahead of valuer's ERV
● Leasing activity vs previous passing rent: +19.1%
● Average rent free tenant incentive: 6.1 months
● Average WALE on long-term leasing transactions: 11.1 years
● Average CAGR FY23-FY25: +0.9% on 15.5 year average previous lease period
● Sales growth: +7.4% year-on-year in the 12 months to March 2025
As at 31 March 2025, our Retail Parks, which are strategically located near
major supermarkets, comprised 21% of the portfolio's overall value. They play
a crucial role in the evolving landscape of omnichannel retail with features
such as free, surface-level parking, large standardised units and convenient
access on key arterial routes, making these assets ideal for local fulfilment
centres including click and collect, catering to consumers' preference for
flexibility and ease.
Selected highlights include:
Barrow-in-Furness, Hollywood Retail Park: serves as the town's primary
destination for retail and leisure. Strategically positioned opposite Tesco
Extra, it accommodates key retailers including Aldi, TK Maxx, Smyths Toys,
Currys, and Dunelm. Overall, the retail park experienced year-on-year sales
growth of +3.2%. There was strong online sales growth where there has been a
connected store visit highlighting the halo impact of physical stores. It also
features essential services including a veterinary practice and F&B such
as McDonald's and KFC, whose rent reviews have collectively increased the
passing rent by 16.0%. Furthermore, a new gym operator has committed to the
park, securing a long-term 15 year lease at a rate consistent with the
valuer's ERV, enhancing the mix of amenities available to local consumers.
Bexleyheath, Broadway Square Retail Park: stands as one of the area's key
retail destinations, over 140,000 sq ft of space. Anchored by Sainsbury's and
hosting tenants including JD Sports, B&M which occupies the former Wilko
unit and TK Maxx, overall sales were up +16.6% in the 12 months to March 2025.
The park benefits from a broad tenant mix including leisure and we have
successfully renewed JD Wetherspoon's lease for an additional 10 years.
Blackburn, Blackburn Retail Park: spans 115,000 sq ft and is anchored by
B&M and adjacent to Asda. Recent additions include Jollyes pet store,
which has signed a 10-year lease, and JYSK, which has extended its tenancy for
another 10 years and undertaken a store refurbishment, both at rental rates
aligned with the valuer's ERV. This consistent demand for space is supported
by all tenants experiencing year on year sales growth and demonstrate the
park's ability to both attract and retain high quality tenants.
Bradford, Enterprise 5 Retail Park: at our retail park anchored by Morrison's
foodstore, our retailers continue to benefit from strong sales performance
with sales growth of +2.6% year-on-year and as such, we have completed a
number of renewals including Poundland and Specsavers. These have been on new
five year terms and aligned with the valuer's ERV. We have also completed a
renewal with Idle Travel which resulted in a significant rent increase of +21%
versus the previous passing rent and exceeding the valuer's ERV.
Dumfries, Cuckoo Bridge Retail Park: continues to thrive with its supermarket,
DIY, and discount retail offering and overall sales growth of +5.6% year on
year. A major highlight is the addition of Sainsbury's, marking its first
presence in the area, securing a 15 year lease on a former Homebase unit. The
rental terms for this agreement are +60.0% higher than the previous passing
rent, a clear illustration of the rental growth potential within this sector.
Post period, we have secured planning consent for a new 7,500 sq ft Next
store, demonstrating the strong demand for the area and our retail park
portfolio.
Leeds, Kirkstall Retail Park: is set to introduce a new Burger King
drive-thru, which will operate under a market-leading 20 year lease agreement.
The construction of the new facility is well underway, with an expected
completion date of this summer 2025. The project will deliver an IRR of 14%
with a yield on cost of 9%. This addition is predicted to significantly
enhance footfall, dwell time, and overall consumer spending at the park, which
benefits from a Morrisons supermarket.
Lisburn, Sprucefield Retail Park: we have recently achieved practical
completion for three new drive-thru/restaurant units leased to Nando's,
Starbucks and Slim Chickens, each on a 15 year term. The projected IRR for
this development is 10% with a yield on cost of 8%. Building on this progress,
an application has been submitted to further expand the park, including plans
for 90,000 sq ft of additional retail space, a hotel, and another restaurant
unit. Situated in a prime location off the M1 between Belfast and Dublin, the
park boasts a diverse tenant mix, including Sainsbury's, B&Q, The Range
and B&M.
Core Shopping Centres as at 31 March 2025
● Portfolio weighting: 73%
● No. assets: 23
● NIY: 7.8%
● Capital growth: +0.2%
● Average value: £30.4 million
● Key occupiers: M&S, Primark, Poundland, Next, Superdrug, Boots
● Occupancy: 95.9%
● Retention rate: 89%
● Affordable average rent: £13.74 per sq ft / £53,000 per annum
● Gross to Net Rent Ratio: 82%
● Leasing volume: 571,600 sq ft
● Leasing activity: +5.4% ahead of valuer's ERV
● Leasing activity vs previous passing rent: +17.2%
● Average rent free tenant incentive: 4.1 months
● Average WALE on long-term leasing transactions: 7.7 years
● Average CAGR FY23-FY25: +0.7% on 8.5 year average previous lease period
● Sales growth: +4.3% year-on-year in the 12 months to March 2025
As at 31 March 2025, our Core Shopping Centre portfolio accounted for 73% of
the total portfolio value across 23 community shopping centres. These centres
serve as pivotal hubs within their local communities, fostering social
cohesion and driving economic prosperity by providing essential goods and
services. Designed with accessibility in mind, they are easily reachable with
short travel times, aligning with broader climate action and well-being
objectives.
Selected highlights include:
Bexleyheath, Broadway Shopping Centre: this Greater London asset serves as a
hub for commuters and local residents. Anchored by retailers such as Marks
& Spencer and Boots, the centre continues to sustain robust occupational
momentum supported by overall year on year sales growth of +6.3%. Key
achievements this year include new leases to Move South, exceeding the
valuer's ERV by +36.6%, and Auntie Anne's, which successfully revitalised a
long-term vacant unit. Additionally, lease renewals with established tenants
such as Steads, River Island, Krispy Kreme, and Deichmann Shoes reflected
significant growth, averaging +26.8% above previous passing rent.
Bridlington, The Promenades Shopping Centre: Located in this popular coastal
town, it remains the area's only shopping centre, offering a diverse range of
retailers, including Sports Direct, Poundland, and Heron Foods. Recently,
Greggs expanded into a 3,400 sq ft unit under a 10 year lease agreement,
aligning with the valuer's ERV. The centre saw strong spend growth of +3.2%
year-on-year.
Edinburgh, Gyle Shopping Centre: serves a wide catchment area, positioned in
West Edinburgh, offering excellent connectivity with free parking, tram
access, and a bus interchange. Anchored by Marks & Spencer and Morrisons,
it also includes popular brands like Next, Costa Coffee, and Waterstones, with
overall year-on-year sales growth of +6.0%. Recent new lettings and renewals
with tenants such as Bodycare, Greggs, and Watch Lab have driven a +8.9%
increase above valuer's ERV. The F&B offering has been improved post
period end with the completion of a new letting to Nando's on a 15 year term
at the valuer's ERV which will further enhance the dwell time at the centre.
Newton Mearns, The Avenue: This community-centred shopping venue in Glasgow's
affluent suburbs is anchored by Marks & Spencer and Asda, hosts a mix of
national and local retailers which overall experienced year-on-year sales
growth of +2.2%. Lease renewals and new lettings, including Timpson, Boots,
Yours Clothing, and Santander, have collectively generated £909,000 in
annualised income, a +2.7% increase above the valuer's ERV. Following the
completion of their store fit out, Marks & Spencer signed a new 15 year
lease at the centre thereby reinforcing their commitment to the location. In
addition, we have exchanged on an agreement for sale on surplus land to a
housing developer, providing a capital receipt and will support future spend
at the centre with the delivery of new housing.
Walthamstow, 17&Central: Situated just 20 minutes from Central London,
17&Central is a vibrant shopping destination that boasts 65 units across
260,000 sq ft anchored by Lidl and Asda supermarkets. Sales have been broadly
flat, reflective of the high base set in the 12 months to March 2024. Recent
leasing activity has been strong, with agreements for Addax, Dmart, and Shah's
Halal Food exceeding the valuer's ERV by +7.9%. We also finalised an open
market rent review with Asda at +8.5% above the previous passing rent. The
centre is set to benefit from an adjacent new residential development
comprising 495 flats across two modern buildings due to complete imminently.
Phase 2 of the development will further increase the centre's local dominance
with an additional 80,000 sq ft of retail space and 43 residential units.
Wood Green, The Mall: A dominant shopping destination in London's Wood Green
area, spanning 656,000 sq ft and anchored by a top performing Primark, TK
Maxx, Lidl, NHS Diagnostics Centre, a Travelodge hotel and a market hall. High
demand at this this location is reflected by recent lettings to tenants such
as Wendy's, Ebebek, and The Perfume Shop, which surpassed the valuer's ERV by
+3.7%, with existing tenants continuing to experience strong sales performance
with spend growth of +4.3% year-on-year.
Regeneration
We have two regeneration assets, representing only 3% of the total portfolio
value, where the strategy is to deliver capital growth through redeveloping
surplus retail space predominantly for residential. Our objective is to
crystallise the profit from these projects in the short to medium term via
sales post the receipt of a planning permission or delivery within a joint
venture.
The projects include:
Burgess Hill, The Martlets: Located in the prosperous southeast, this site
already has planning consent for a mixed-use redevelopment. The project
includes pre-letting agreements with a food discount retailer as the anchor,
an 89 room hotel operator, and residential developers for parts of the site. A
partnership with Mid Sussex District Council is in advanced stages, with
construction planned to commence in 2025.
Grays Shopping Centre: This site, just 35 minutes by train from Central
London, is intended for a high-density residential redevelopment featuring
850+ homes. The planning application has been submitted, with approval
expected in 2025.
Work Out
The Work Out portfolio, which we identified during a review of the portfolio
in 2020, represents only 3% of the total portfolio. The portfolio saw two
disposals in FY25 yielding £3.9 million in gross proceeds. With only one sale
left in the pipeline, the remaining focus is on executing two turnaround
strategies, the key strategy being;
Cardiff, Capitol Centre: which accounts for 69% of the Work Out portfolio is
set to revitalise the area and become a key leisure and retail destination. It
occupies a strategic location on Queen Street, in the heart of Cardiff's
bustling shopping district, and serves as the gateway to Cardiff City
Council's Canal Quarter redevelopment. Planning permission has been granted
for an ambitious transformation project, which includes the creation of an
80,000 sq ft Family Entertainment Centre (FEC) and the development of a new
prominent entrance for The Gym, an existing tenant. We are currently
finalising legals with a national operator which is expected to significantly
increase annualised net income by over £1 million per year.
Capital Partnerships
Following the acquisitions of Capital & Regional and Ellandi, NewRiver now
manages £2.4 billion worth of assets, including 48 shopping centres and 30
retail parks. NewRiver collects over £225 million in annual rent from 3,500
tenants, overseeing properties both independently and for its capital partners
using a leading asset management platform.
Capital Partnerships are a key driver of growth, providing income through
asset management fees, rental shares, and potential financial incentives. The
acquisition of Ellandi on 3 July 2024 supports NewRiver's strategy to expand
this aspect of its business, further strengthening its role as a major retail
real estate asset manager in the UK.
NewRiver is positioned to continue growing its Capital Partnership initiatives
by working with new and existing retail property owners. This includes
destination shopping centres, convenience-led retail spaces, retail parks, and
regeneration projects with local authorities. The increasing demand for expert
retail asset management highlights the value of NewRiver's approach, combining
a strong geographic presence with deep market insights to enhance performance
and create lasting value.
Key Capital Partnerships
We continue to strengthen our Capital Partnerships across three key sectors,
driving significant leasing activity and strategic developments.
Local Authorities
Across our seven council mandates, including Canterbury City Council,
Blackpool Council, and Sefton Council, we have completed 50 long-term leasing
events, covering 239,000 sq ft and securing £2.2 million in annualised rent.
Key Highlights:
· Chatham, The Pentagon Shopping Centre: Construction is underway on a 40,000 sq
ft Healthy Living Centre and an innovation hub with 16,000 sq ft of flexible
office space.
· Bootle, Strand Shopping Centre: Planning permission has been obtained for the
first phase of a broader redevelopment, introducing a mixed-use offering
spanning retail, leisure, hospitality, healthcare, and education services.
· Canterbury, Whitefriars Shopping Centre: Seven new long-term lettings secured
for FY25 across 15,800 sq ft, with an annualised rent of £377,000-bringing
new retailers such as Oliver Bonas, Lucy & Yak, and Kesson Pilates,
diversifying Canterbury's tenant mix. A major new deal has been exchanged with
Canterbury City Council for their new offices, set to open in summer 2025
· Canterbury, Riverside: Two long-term deals completed with Community Health
& Eyecare and Escape Hunt, covering 8,800 sq ft.
· Wythenshawe, Wythenshawe town centre: NewRiver has been appointed to asset
manage Wythenshawe town centre, supporting a significant regeneration project
led by Muse and Manchester City Council.
· Tamworth, Ankerside Shopping Centre: NewRiver has recently been appointed by
Tamworth Borough Council to provide both asset management and strategic advice
on Ankerside, the 180,000 sq ft shopping centre acquired by the local
authority in 2024.
Private Equity Sector and Banks
Across our six mandates, including BRAVO-where we operate a joint venture on
one retail park in Lisburn and one shopping centre in Sheffield-we have
completed 90 long-term leasing events, covering 431,400 sq ft and securing
£6.5 million in annualised rent.
Key Highlights:
· Milton Keynes, Midsummer Place: Multiple long-term deals completed, including
a new flagship Apple Store and openings of Sports Direct, Flannels, and Lane
7. Additionally, our F&B offering has been revitalised with Wingstop,
Nacho'd and Flying Panda.
· Bradford, Broadway Shopping Centre: New openings include Primark in the former
Debenhams, South Asian fashion brand Saphire's first UK store and Rituals. The
F&B mix has been refreshed with Popeyes and Wingstop enhancing the
centre's tenant mix.
· Leicester, Highcross Shopping Centre: Multiple long-term deals agreed
including H&M, Skechers, Foot Locker and new openings for Castore and
Butterwick. Lease agreements exchanged with Mango, Rituals, and Maki and
Ramen, all set to open in H1 2026.
Institutional Sector
For M&G Real Estate, we currently manage 17 retail parks and two shopping
centres. In FY25, 24 long-term leasing events were completed, covering 233,700
sq ft, securing £4.6 million in annualised rent. Furthermore, we expanded the
mandate having been appointed to manage Plough Lane Retail Park in Wimbledon.
Valuation
As at 31 March 2025, our portfolio was valued at £897.5 million (31 March
2024 £543.8 million). Movements from the previous year were the acquisition
of Capital & Regional, the disposal of two Work Out assets; and
like-for-like valuation movement of +0.6% for the 12 months to March 2025.
This was driven by ERV growth of +1.1% and stability in yields.
Our portfolio has experienced greater stability in value over the longer term
compared to the wider retail market and continues to outperform the MSCI All
Retail, Shopping Centre and Retail Warehouse total return benchmarks over the
3-year and 5-year period. Over a 12 month period, the portfolio grew in value
by +0.6% and Income Returns outperformed the wider market by +150bps. We
consider income return to be the key driver of total returns over the
long-term and outperformance in income return is therefore indicative of the
health of the underlying portfolio.
Growth in valuations is indicative of the portfolio's attractive yield premium
relative to the market. The portfolio Net Initial Yield stands at 7.1% and has
a Net Equivalent Yield of 8.4%, providing an attractive risk premium compared
to the wider real estate sector and the 10-year Government Gilt rate. The
yield premium relative to the MSCI All Retail benchmark, at a 5.7% Net Initial
Yield and 6.6% Equivalent Yield, represents significant headroom of +140bps
and +180bps respectively.
The Core Shopping Centre portfolio, accounting for 73% of the portfolio,
delivered capital growth of +0.6% in the 6 months to March 2025 and +0.2% in
the 12 months to March 2025. This was largely driven by ERV growth of +0.8% in
the 12 months to March 2025, with yields stable. The Core Shopping Centre Net
Equivalent Yield now stands at 8.8% with the movement in the period due to the
acquisition of Capital & Regional, predominantly situated in London and
the South East.
The Retail Park Portfolio, which represents 21% of the portfolio saw capital
growth of +1.7% in the 6 months to March 2025 and +3.5% in the 12 months to
March 2025. This was largely driven by ERV growth in the 12 months of +3.2%
and Net Equivalent Yield movement of -30bps reflecting continued investor
confidence in the sector.
The Regeneration and Work Out Portfolios experienced decline over the full
year, predominantly due to movements in the first half of the year, however
they now account for only 6% of the total portfolio.
As a 31 March 2025 Portfolio Weighting Valuation Movement Valuation Movement Valuation Movement Topped-up NIY NEY LFL EY Movement LFL ERV Movement
H1
H2
FY
(£m) (%) (%) (%) (%) (%) (%) (%) (%)
Shopping Centres - Core 656.8 73% -0.6% +0.6% +0.2% 7.8% 8.8% +0.1% +0.8%
Retail Parks 185.9 21% +1.8% +1.7% +3.5% 6.1% 6.5% -0.3% +3.2%
Shopping Centres - Regen 24.7 3% -1.7% -1.8% -3.5% 4.0% 11.5% +0.0% +0.0%
Total exc Work Out / Other 867.4 97% +0.1% +0.7% +0.8% 7.4% 8.3% -0.1% +1.4%
Shopping Centres - Work Out and Other(1) 30.1 3% -8.4% -2.9% -4.5% 1.1% 10.4% -0.3% -4.1%
Total 897.5 100% -0.4% +0.6% +0.6% 7.1% 8.4% -0.1% +1.1%
1. Work out and Other includes Other representing a value of
£2.1 million
As set out in the table below, our portfolio continues to outperform the MSCI
Shopping Centre and Retail Warehouse benchmarks over the 3 and 5-year periods.
Over a 12 month period, the portfolio Income Return outperformed the market by
+150bps.
12 months to 31 March 2025 Total Return Capital Growth Income Return
NRR Portfolio 7.8% 0.3% 7.4%
MSCI All Retail Benchmark 9.4% 3.3% 6.0%
Relative performance -160 bps -290 bps +150 bps
Shopping Centres Retail Parks
Total Return: 6 months to 31 March 2025
NewRiver 3.6% 6.1%
MSCI Benchmark 5.4% 5.7%
Relative Performance -170 bps +40 bps
Total Return: 12 months to 31 March 2025
NewRiver 6.4% 11.8%
MSCI Benchmark 10.2% 12.0%
Relative Performance -380 bps -20 bps
Total Return: Annualised 3 years to 31 March 2025
NewRiver 4.4% 7.0%
MSCI Benchmark 2.0% 2.0%
Relative Performance +240 bps +50 bps
Total Return: Annualised 5 years to 31 March 2025
NewRiver 0.7% 8.1%
MSCI Benchmark -3.9% 5.9%
Relative Performance +460 bps +220 bps
Finance review
It has been an active and transformational year for the business, during which
we have completed two strategically important transactions, the most
significant of which was the acquisition of Capital & Regional, which
materially increased our scale and has already benefitted UFFO per share and
our dividend, without sacrificing the strength of our financial position.
Our property portfolio has increased in size from £543.8 million at 31 March
2024 to £897.5 million at 31 March 2025, due partly to a 0.6% increase in
property valuation but principally due to the acquisition of Capital &
Regional which completed on 10 December 2024. The acquisition also increased
our EPRA Net Tangible Assets from £361.8 million at 31 March 2024 to £487.5
million at 31 March 2025. EPRA NTA per share reduced from 115 pence at 31
March 2024 to 106 pence at 30 September 2024, predominantly as a result of the
dilution from the equity placing in September 2024 which was used to part fund
the acquisition and was conducted at a discount to 31 March 2024 NTA per share
but importantly at a slight premium to closing price prior to launch. NTA per
share reduced to 102 pence at 31 March 2025, in-line with post transaction
proforma guidance, due mainly to acquisition costs.
Maintaining the strength of the financial position of the enlarged business
was a key priority when structuring the acquisition, and as a consequence we
ended the year with significant cash reserves of £62 million and in
compliance with our financial policies with LTV of 42.3%, net debt to EBITDA
of 5.4x and an interest cover ratio of 6.0x. While LTV at the year end was
comfortably within policy of <50% and in-line with post transaction
proforma communicated in our half year results materials, it was marginally
ahead of our guidance of <40%. At the time of the Capital & Regional
acquisition we were clear we intended to reduce to within guidance through a
modest and achievable level of disposals, and immediately post year end we
completed the disposal of the Abbey Centre in Newtownabbey, which reduced our
LTV to c.38% meaning we are within guidance with capacity to invest into
accretive asset acquisitions.
UFFO for the year ended 31 March 2025 was £30.5 million, up from £24.4
million for the year ended 31 March 2024, reflecting the benefit of
acquisition activity completed during the second half of the financial year in
which UFFO of £19.0 million accelerated from £11.5 million for the six
months ended 30 September 2024, including the seasonality in the Snozone
business acquired as part of the Capital & Regional transaction. On a per
share basis, UFFO increased from 3.7 pence for the six months ended 30
September 2024 to 4.4 pence in the second half, an increase of 19% as the
earnings accretion from the Capital & Regional transaction, including the
seasonality in the Snozone business, has taken effect. Our dividends are
linked directly to UFFO per share, which means that as our UFFO per share has
increased in the second half of the year, so too has our dividend. Having
declared an interim dividend of 3.0 pence per share in December 2024, the
Board is pleased to declare a final dividend relating to the second half of
the financial year of 3.5 pence per share. This brings the total FY25 dividend
declared to 6.5 pence per share, representing 80% of UFFO and in-line with our
dividend policy. The dividend is payable on 8 August 2025 and goes ex-dividend
on 19 June 2025.
Key performance measures
The Group financial statements are prepared under IFRS, where the Group's
interests in joint ventures and associates are shown as a single line item on
the income statement and balance sheet. Management reviews the performance of
the business principally on a proportionally consolidated basis which includes
the Group's share of joint ventures and associates on a line-by-line basis.
The Group's financial key performance indicators are presented on this basis.
In addition to information contained in the Group financial statements,
Alternative Performance Measures ('APMs'), being financial measures that are
not specified under IFRS, are also used by management to assess the Group's
performance. These include a number of the financial statistics included in
this document being UFFO, LTV, occupancy, admin cost ratio, ICR, GRESB score,
Total Property Return and Total Accounting Return. These APMs include a number
of EPRA measures, prepared in accordance with the EPRA Best Practice
Recommendations reporting framework, which are summarised in the 'Alternative
Performance Measures' section at the end of this document. We report these
measures because management considers them to improve the transparency and
relevance of our published results as well as the comparability with other
listed European real estate companies. Definitions for APMs are included in
the Glossary and the most directly comparable IFRS measure is also identified.
The measures used in the review below are all APMs presented on a
proportionally consolidated basis unless otherwise stated.
The APM on which management places most focus, reflecting the Company's
commitment to driving income returns, is UFFO. UFFO measures the Company's
operational profits, which includes other income and excludes one off or
non-cash adjustments, such as portfolio valuation movements, profits or losses
on the disposal of investment properties, fair value movements on derivatives
and share-based payment expense. We consider this metric to be the most
appropriate for measuring the underlying performance of the business as it is
familiar to non-property investors, and better reflects the Company's
generation of profits. It is for this reason that UFFO is used to measure
dividend cover.
In our half year results, we presented LTV, Cash, ICR and net debt to EBITDA
on a pro forma basis to give readers of the accounts more information on what
the Group would look like on completion of the acquisition of Capital &
Regional. This was especially important because as at 30 September 2024,
NewRiver had raised net equity proceeds of £48.9 million to part fund the
transaction, which was not deployed until the transaction completed on 10
December 2024, immediately prior to the publication of the half year results
on 12 December 2024. For example, LTV was 21.6% at 30 September 2024,
reflecting the beneficial impact of the undeployed net equity proceeds, but
LTV was expected to be c.42% proforma for the transaction completion, which
was disclosed within our half year results materials and is in-line with the
LTV of 42.3% at 31 March 2025. Now that the transaction has completed, we have
not produced proformas again in this set of results as there is no need to
produce cash and LTV measures and we do not believe it is necessary to produce
net debt to EBITDA or ICR.
The relevant sections of this Finance Review contain supporting information,
including reconciliations to the financial statements and IFRS measures. The
'Alternative Performance Measures' section also provides references to where
reconciliations can be found between APMs and IFRS measures.
Underlying Funds From Operations
The following table reconciles IFRS profit after taxation to UFFO, which is
the Company's measure of underlying operational profits.
Reconciliation of profit after taxation to UFFO
31 March 2025 31 March 2024
£m £m
Profit for the year after taxation 23.7 3.0
Adjustments
Net property valuation movement (2.1) 13.9
Net property valuation movement - joint ventures' and associates' 0.1 -
Loss on disposal of investment properties 0.7 3.8
Changes in fair value of financial instruments - (0.1)
Exceptional costs(1) 0.7 -
Amortisation of intangibles(2) 0.3 -
Write off of unamortised debt costs(3) 0.9 -
Costs to unlock transaction synergies(4) 1.1 -
Loss on disposal of joint venture - 2.3
Deferred tax(5) 3.0 -
EPRA Earnings 28.4 22.9
Forward looking element of IFRS 9(6) 0.1 -
Snozone depreciation, amortisation and lease liability interest(7) 0.5 -
Share-based payments charge 1.5 1.5
Underlying Funds From Operations 30.5 24.4
1. Exceptional costs comprise expenses relating to the acquisition of
Ellandi
2. Amortisation of intangibles relates to the amortisation of the
intangible asset recognised on the acquisition of Ellandi
3. Write off of unamortised costs following repayment of three Capital
& Regional secured debt facilities totalling £59 million immediately post
transaction completion
4. Costs to unlock comprise net costs in relation to unlocking expected
net cost synergies following the acquisition of Capital & Regional e.g.
redundancy and head office costs
5. Deferred tax adjustment acquired with the acquisition of Capital
& Regional, since written off
6. Forward looking element of IFRS 9 relates to a provision against
debtor balances in relation to invoices in advance for future rental income.
These balances are not due in the current year and therefore no income has
been recognised in relation to these debtors.
7. Adjustment to remove depreciation and the profiling impact of IFRS 16
Underlying Funds From Operations is presented on a proportionally consolidated
basis in the following table.
UNDERLYING FUNDS FROM OPERATIONS 31 March 2025 31 March 2024
Group JVs & Associates Adjustments(1) Proportionally consolidated Proportionally consolidated
£m £m £m £m £m
Revenue 90.5 0.8 (11.7) 79.6 66.5
Property operating expenses (34.3) (0.2) 5.3 (29.2) (20.9)
Net property income 56.2 0.6 (6.4) 50.4 45.6
Administrative expenses (18.5) - 6.9 (11.6) (11.0)
Other income - - 3.7 3.7 0.4
Operating profit 37.7 0.6 4.2 42.5 35.0
Net finance costs (12.3) (0.5) 0.9 (11.9) (10.6)
Taxation - (0.1) - (0.1) -
Underlying Funds From Operations 30.5 24.4
UFFO per share (pence) 8.1 7.8
Ordinary dividend per share (pence) 6.5 6.6
Ordinary dividend cover 125% 118%
Admin cost ratio 14.1% 15.7%
Weighted average # shares (m) 376.3 311.4
1. Adjustments to Group and JV & Associates figures to remove
non-cash and non-recurring items, principally: Revenue - segmental reporting
re-allocations comprising £(8.4) million Snozone revenue reallocated to Other
income and £(3.1) million Capital Partnerships costs reallocated from
Administrative expenses, and an adjustment to exclude £(0.2) million of
non-recurring property management fee income in relation to unlocking expected
net cost synergies following the acquisition of Capital & Regional;
Property operating expenses - segmental reporting re-allocation of £4.7
million Snozone expenses reallocated to Other income and other adjustments to
exclude £0.5 million Snozone depreciation, amortisation and lease liability
interest and the £0.1 million forward looking element of IFRS 9;
Administrative expenses - segmental reporting re-allocations comprising £3.1
million Capital Partnerships costs reallocated to Revenue and other
adjustments to exclude £1.3 million costs in relation to unlocking expected
net cost synergies following the acquisition of Capital & Regional, £0.7
million exceptional acquisition costs relating to and £0.3 million
amortisation of intangibles recognised on the acquisition of Ellandi and £1.5
million share-based payment charge; Other income - segmental reporting
re-allocations comprising £8.4 million Snozone revenue reallocated from
Revenue and £(4.7) million Snozone expenses reallocated from Property
operating expenses; Net finance costs - adjustment to exclude £0.9 million
write off of unamortised costs following repayment of three Capital &
Regional secured debt facilities totalling £59 million immediately post
transaction completion
Net property income
Analysis of net property income (£m)
Net property income for the year ended 31 March 2024 45.6
NPI Core 6.8
NPI Work Out and Other (2.4)
Asset management fees 0.4
Net property income for the year ended 31 March 2025 50.4
On a proportionally consolidated basis, net property income was £50.4 million
in FY25, compared to £45.6 million in FY24. This was predominantly due to the
impact of the acquisition of Capital & Regional which completed on 10
December 2024, offset slightly by disposals completed, principally from the
Work Out portfolio.
Through the Capital & Regional transaction in December 2024 we acquired
six community shopping centres which are now included in our Core portfolio
and have contributed to an increase in net property income of £6.8 million.
Net property income within Work Out and Other has decreased by £2.4 million,
predominately due to the disposal of four Work Out assets during the second
half of FY24 and during FY25. Following these disposals, Work Out only
represents 3% of our total portfolio.
Asset management fees increased by £0.4 million, or 16%, to £2.9 million
during the year, principally due to the acquisition of Ellandi, an established
asset and development management business focused on UK retail and
regeneration, in July 2024. We have now unlocked the operational cost
synergies identified within Ellandi and expect that, having made a modest
contribution to UFFO in the second half of FY25, the business will make an
increased contribution in FY26 and beyond.
Administrative expenses
Administrative expenses have increased from £11.0 million in FY24 to £11.6
million in FY25, primarily due to inflationary pressures on pay rises,
averaging 3% across our workforce, which constitute the majority of our
overheads. We have mitigated the effects of the inflationary rises in payroll
related costs by achieving targeted savings across the remainder of our
administrative costs. The acquisition of Capital & Regional contributed a
modest £0.2 million to the increase in administrative costs during FY25.
We have made good progress in unlocking the £6.2 million of annual net cost
synergies identified as part of the Capital & Regional acquisition, which
were based on administrative expenses net of property management income of
£6.9 million reported by Capital & Regional in the year ended 30 December
2023 and which we expect to have fully unlocked within 12 months of completion
on an annualised basis.
Details of any material related party transactions that occurred during the
current year are provided in Note 27 of the Notes to the Interim Financial
Statements.
Other income
Other income of £3.7 million recognised in FY25 relates to Snozone EBITDA. We
acquired Snozone, the largest indoor ski slope operator in the UK, as part of
the Capital & Regional transaction on 10 December 2024. This contribution
exceeds Snozone's annual EBITDA, as our period of ownership since acquisition
encompasses Snozone's peak trading season, without its period of controlled
loss (i.e. May - September), such that we have benefitted from the seasonality
of income within the Snozone business during FY25.
In the prior year, other income of £0.4 million related to a settlement of an
income disruption insurance claim in relation to loss of earnings on our
commercialisation and turnover rent income during the period impacted by
Covid. All historical claims relating to Covid have now been settled and as
such no other income has been recognised in FY25.
Net finance costs
Net finance costs increased from £10.6 million in FY24 to £11.9 million in
FY25. Through our acquisition of Capital & Regional, we acquired four
secured debt facilities totalling £199 million of gross debt. We repaid three
of these facilities immediately following transaction completion, totalling
£59 million and with a blended coupon of 6.1%, and retained the £140 million
Mall facility which has a coupon of 3.45%. This means that following the
completion of the acquisition in December 2024, our gross debt increased to
£444 million from £304 million at the start of FY25, increasing our net
finance costs.
Taxation
As a REIT, we are exempt from UK corporation tax in respect of our qualifying
UK property rental income and gains arising from direct and indirect disposals
of exempt property assets. The majority of the Group's income is therefore tax
free as a result of its REIT status, albeit this exemption does not extend to
other sources of income such as interest or asset management fees.
Dividends
Under our dividend policy, we declare dividends equivalent to 80% of UFFO
twice annually at the Company's half and full year results, calculated with
reference to the most recently completed six-month period.
The Company is a member of the REIT regime whereby profits from its UK
property rental business are tax exempt. The REIT regime only applies to
certain property-related profits and has several criteria which have to be
met, including that at least 90% of our profit from the property rental
business must be paid as dividends. We intend to continue as a REIT for the
foreseeable future, and therefore our policy allows the final dividend to be
"topped-up", including where required to ensure REIT compliance, such that the
payout in any financial year may be higher than our base policy position of
80% of UFFO.
In-line with this policy, in December 2024 the Board declared an interim
dividend of 3.0 pence per share in respect of the six months ended 30
September 2024, based on 80% of UFFO per share of 3.7 pence. The Board has
today declared a final dividend of 3.5 pence per share in respect of the year
ended 31 March 2025, taking the total FY25 dividend declared to 6.5 pence,
equivalent to 80% of UFFO per share of 8.1 pence. The final dividend of 3.5
pence per share in respect of the year ended 31 March 2025 will, subject to
shareholder approval at the 2025 AGM, be paid on 8 August 2025. The
ex-dividend date will be 19 June 2025 with an associated record date of 20
June 2025. The dividend will be payable as a REIT Property Income
Distribution (PID).
Balance sheet
EPRA NTA includes a number of adjustments to the IFRS reported net assets and
both measures are presented below on a proportionally consolidated basis.
As at 31 March 2025 As at 31 March 2024
Group JVs & Associates Proportionally consolidated Proportionally consolidated
£m £m £m £m
Properties at valuation(1) 887.5 10.0 897.5 543.8
Right of use asset 69.6 - 69.6 75.6
Investment in JVs & associates 5.3 (5.3) - -
Other non-current assets 8.3 - 8.3 0.3
Cash 61.3 0.8 62.1 133.2
Other current assets 22.1 0.1 22.2 11.8
Total assets 1,054.1 5.6 1,059.7 764.7
Other current liabilities (53.4) (0.4) (53.8) (26.7)
Lease liability (73.6) - (73.6) (75.6)
Borrowings(2) (437.0) (4.3) (441.3) (300.5)
Other non-current liabilities - (0.9) (0.9) (0.8)
Total liabilities (564.0) (5.6) (569.6) (403.6)
IFRS net assets 490.1 - 490.1 361.1
EPRA adjustments:
Goodwill(3) (3.6) -
Intangible asset(3) (0.9) -
Deferred tax 0.9 0.8
Fair value financial instruments - (0.1)
EPRA NTA 486.5 361.8
EPRA NTA per share(4) 102p 115p
IFRS net assets per share(5) 103p 116p
LTV 42.3%(6) 30.8%
1. See Note 14 for a reconciliation between Properties at valuation and
categorisation per Consolidated balance sheet
2. Principal value of gross debt, less unamortised fees
3. Goodwill and intangible assets recognised on the acquisition of
Ellandi are removed from the EPRA NTA calculation as per EPRA guidelines
4. Calculated with reference to 478.9 million shares (2024: 313.3
million shares), see Note 12
5. Calculated with reference to 475.5 million shares (2024: 310.4
million shares), see Note 12
6. Proforma for £59m post year end disposal of the Abbey Centre,
Newtownabbey, in-line with March-2025 book value, LTV reduces to c.38%
Net assets
As at 31 March 2025, IFRS net assets were £490.1 million, increasing from
£361.1 million at 31 March 2024, primarily due to the acquisition of Capital
& Regional, which was funded by a combination of cash and shares. EPRA NTA
is calculated by adjusting net assets to reflect the potential impact of
dilutive ordinary shares, and to remove the fair value of any derivatives,
deferred tax, goodwill and intangible assets held on the balance sheet. These
adjustments are made with the aim of improving comparability with other
European real estate companies. EPRA NTA increased by 34.5%, from £361.8
million to £486.5 million, again due to the acquisition of Capital &
Regional.
EPRA NTA per share reduced from 115 pence at 31 March 2024 to 106 pence at 30
September 2024, predominantly as a result of the dilution from the equity
placing in September 2024, which was used to part fund the acquisition and was
conducted at a discount to 31 March 2024 NTA per share but importantly at a
slight premium to the closing price prior to launch, and also due to the
acquisition of Ellandi which generated goodwill and an intangible asset of
£4.8 million which is excluded from the EPRA NTA calculation. NTA per share
reduced to 102 pence at 31 March 2025, in-line with post transaction proforma
guidance, due mainly to acquisition costs.
Properties at valuation
Properties at valuation increased from £543.8 million as at 31 March 2024 to
£897.5 million as at 31 March 2025, due partly to a 0.6% increase in property
valuation but principally due to the Capital & Regional transaction
through which we acquired six community shopping centres, predominantly
located in London and the South East of England and now included within our
Core Shopping Centre portfolio.
Debt & financing
Proportionally consolidated
31 March 2025 30 September 2024 31 March 2024
Weighted average cost of debt - drawn only(1) 3.5% 3.5% 3.5%
Weighted average debt maturity - drawn only(1) 2.6 yrs 3.4 yrs 3.9 yrs
Weighted average debt maturity - total(2) 2.4 yrs 3.1 yrs 3.6 yrs
1. Weighted average cost of debt and weighted average debt maturity on
drawn debt only
2. Average debt maturity excludes two one-year extension options on the
RCF and a one-year extension option on The Mall facility. Assuming these
options are exercised and lender approved, weighted average debt maturity on
total debt at 31 March 2025 increases to 3.0 years
Proportionally consolidated 31 March 2025 30 September 2024 31 March 2024
£m £m £m
Cash 62.1 184.8 133.2
Principal value of gross debt (444.3) (304.3) (304.0)
Net debt(1) (379.2) (116.6) (167.3)
Drawn RCF - - -
Total liquidity(2) 162.1 284.8 233.2
Gross debt (drawn/acquired) / repaid in the year / period (199.3) / 59.0 (0.3) 12.0
Loan to Value 42.3% 21.6% 30.8%
1. Including unamortised arrangement fees
2. Cash and undrawn RCF
3. Proforma for £59m post year end disposal of the Abbey Centre,
Newtownabbey, in-line with March-2025 book value, LTV reduces to c.38%
As at 31 March 2024, cost of debt and weighted average debt maturity were
closely aligned to the profile of our unsecured corporate bond, because it
accounted for £300 million of total gross debt of £304 million. Immediately
following the completion of the acquisition of Capital & Regional we
repaid the three more expensive of its four secured debt facilities, totalling
£59 million with a blended coupon of 6.1%, and retained the Mall facility,
which at £140 million with a coupon of 3.45% was the largest and cheapest of
the Capital & Regional facilities. Gross debt increased to £444 million
at 31 March 2025, due entirely to the Mall facility. Our weighted average cost
remained unchanged during FY25, because the coupon on the Mall facility is
aligned with that of our existing unsecured corporate bond, and our weighted
average debt maturity reduced to 2.6 years from 3.9 years 31 March 2024
because the Mall facility matures in January 2027, compared to the existing
unsecured corporate bond which matures in March 2028.
Our balance sheet remains 68% unsecured as at 31 March 2025, reduced from 100%
at 31 March 2024 because the Mall facility is secured. Looking forward, and
with our increased scale following the acquisition of Capital & Regional
and investment grade credit ratings reaffirmed by Fitch Ratings in September
2024, we expect to be active in the debt markets over the next twelve months
in order to manage our debt maturity profile.
Financial policies
We have five financial policies in total, including LTV and Interest cover
which also appear as debt covenants on our unsecured RCF and our bond. These
form a key component of our financial risk management strategy which remains
as important as ever given the macro-economic climate.
We are in compliance with all financial policies as at 31 March 2025.
Measure Financial policy Proportionally consolidated
31 March 2025 30 September 2024 31 March 2024
Loan to Value Guidance <40% 42.3%(1) 21.6% 30.8%
Policy <50%
Group
31 March 2025 30 September 2024 31 March 2024
Balance sheet gearing <100% 76.7% 27.5% 45.4%
Proportionally consolidated
31 March 2025 HY25 FY24
Net debt: EBITDA(2) <10x 5.4x / 8.9x 4.7x / 3.5x 4.8x / 4.8x
Interest cover(3) >2.0x 6.0x 7.4x 6.5x
Ordinary dividend cover(4) >100% 125% 125% 118%
1. Proforma for £59m post year end disposal of the Abbey Centre,
Newtownabbey, in-line with March-2025 book value, LTV reduces to c.38%
2. Net debt: EBITDA calculated using the average net debt over the last
12 months is 5.4x (HY25: 4.7x) (FY24: 4.8x). Net debt: EBITDA calculated using
year end net debt at 31 March 2025 was 8.9x due to the completion of the
acquisition of Capital & Regional on 10 December 2024 so only received 112
days of EBITDA in FY25. Net debt: EBITDA calculated using period end net debt
at 30 September 2024 was 3.5x due to the completion of equity placing and
retail offer in September
3. Interest cover calculated on a 12 month look-back basis, consistent
with debt covenant
4. Ordinary dividend cover calculated with reference to UFFO
LTV reduced from 30.8% at 31 March 2024 to 21.6% at 30 September 2024,
predominantly due to the successful equity placing and retail offer in
September 2024 which raised net proceeds of £48.9 million to part fund the
acquisition of Capital & Regional, before increasing to 42.3% at 31 March
2025 following the transaction, which remained comfortably within policy
(<50%). At this level, LTV was in-line with the expected post transaction
proforma position but slightly above our guidance of <40%. At the time of
the Capital & Regional acquisition we were clear we intended to reduce LTV
to within guidance through a modest and achievable level of disposals, and
immediately post year end we completed the disposal of the Abbey Centre in
Newtownabbey, which reduced our LTV to c.38% meaning we are within guidance
with capacity to invest into accretive asset acquisitions. Considering LTV
alongside our net debt to EBITDA (5.4x) and Interest Cover ratios (6.0x), our
financial position remains strong and we are comfortably in compliance with
all financial policies.
Additional guidelines
Alongside our financial policies we have a number of additional guidelines
used by management to analyse operational and financial risk, which we
disclose in the following table:
Guideline 31 March 2025
Single retailer concentration <5% of gross income 3.6% (Boots)
Development expenditure <10% of GAV <1%
Risk-controlled development >70% pre-let or pre-sold on committed N/A, no developments on site
Conclusion
We are pleased with continued operational performance of the underlying
NewRiver business, the growth embedded within the business following our
acquisition activity and the strength of our financial position.
Looking forward, we are focused on continuing to unlock the cost synergies
identified as part of the Capital & Regional acquisition, delivering
further UFFO per share accretion, and achieving our medium-term target of a
consistent 10% total accounting return.
Will Hobman
Chief Financial Officer
Notes to Editors
About NewRiver (prior to the disposal of the Abbey Centre, Newtownabbey)
NewRiver REIT plc ('NewRiver') is a leading Real Estate Investment Trust
specialising in buying, managing and developing resilient retail assets
throughout the UK.
Following the completion of its acquisition of Capital & Regional in
December 2024, NewRiver has a £0.9 billion UK wide portfolio covering 8.2
million sq ft, comprising 28 community shopping centres and 13 conveniently
located retail parks occupied by tenants predominately focused on essential
goods and services. In addition, we manage 21 shopping centres and 18 retail
parks on behalf of Capital Partners, taking our total Assets Under Management
to £2.4 billion. Our objective is to own and manage the most resilient
retail portfolio in the UK, focused on retail parks, core shopping centres
and regeneration opportunities to deliver long-term attractive recurring
income returns and capital growth for our shareholders.
NewRiver is listed on the Equity shares (commercial companies) category of the
Main Market of the London Stock Exchange (ticker: NRR). Visit www.nrr.co.uk
for further information.
LEI Number: 2138004GX1VAUMH66L31
Principal risks and uncertainties
Managing our risks and opportunities
Risk is inherent in all businesses and effective risk management enables us to
manage both the threats and the opportunities associated with our strategy and
the operation of our business model.
Our relatively small workforce encourages flexibility and collaboration across
the business in all areas including risk management. The accessibility and
flexibility of the Board and senior staff are particularly pertinent when
adapting to evolving risks, emerging risks and external risks such as economic
or geopolitical instability. This flexibility enables the business to adjust
and respond to fast-changing situations and prove its resilience and
adaptability.
The Board has ultimate responsibility for the risk management and internal
controls framework of the Group and regularly evaluates appetite for risk,
ensuring our exposure to risk is managed effectively. The Audit Committee
monitors the adequacy and effectiveness of the Group's risk management and
internal controls and supports the Board in assessing the risk mitigation
processes and procedures. The Executive Committee is closely involved with
day-to-day risk management, ensuring that it is embedded within the Group's
culture and values and that there is a delegation of accountability for each
risk to senior management.
Risk monitoring and assessment including emerging risks
The identification of risks and their management is a continual and evolving
process. This has been underscored more so over recent years in which global
macroeconomic and geopolitical events have created uncertainty across all
sectors, both economically and socially. Geopolitical events have also
impacted supply chains and sentiment.
The Group maintains a risk register in which a range of categories are
considered. These risks are linked to the business model and strategic
priorities of the Group. The risk register assesses the impact and probability
of each identified risk. By identifying all risks on a register and
continuously updating this register, principal risks can be identified as
those that might threaten the Group's business model, future performance,
solvency or liquidity and reputation. Their potential impact and probability
will also be a factor in whether they are classed as principal. The risk
register also records actions that can be taken to further mitigate the risk
and each action is assigned to an individual or group. Mitigation factors and
actions are assigned to all risks whether they are principal, non-principal or
emerging.
The continuous updating of this risk register allows us to assess how risks
are evolving, assists in identifying emerging risks as they develop and
ensures that the impact of each identified risk is continually monitored as it
emerges and progresses.
Emerging risks by their very nature may 'emerge' and eventually become
principal risks or they may reduce as circumstances and strategy changes.
During FY23, for instance, we identified an emerging depositor risk as our
cash holdings continued to build up. This risk was not a principal risk but by
identifying the emerging risk as it has developed, we were able to update our
treasury policies to ensure that they were fit for purpose and that cash was
spread across various banking institutions. We continued to monitor this in
FY24 and a Board-approved counterparty list was continuously monitored using
S&P and Fitch credit ratings. The treasury policy dictated the maximum
exposure to a counterparty based on their rating. The operation of the
treasury policy was reported to the Board on a quarterly basis. The emerging
risk also created an opportunity as the Group was able to take advantage of
favourable deposit opportunities. Since the acquisition of Capital &
Regional these deposits have reduced and therefore there is no longer an
emerging risk in this area and the risk register has been updated accordingly.
Whilst we have not identified any specific emerging risks during FY25, we do
continue to monitor AI and its potential impact on technology and consumer
habits, regulation and our stakeholders. Like many emerging factors, AI can
pose both a risk and an opportunity. To explore the potential opportunities AI
has to offer the business, we have set up a working group of representatives
from IT, Finance, Asset Management, Regeneration and Research.
Risk appetite and mitigation
The Board has a low-risk appetite for compliance (legal and regulation)
related risk. The Board however recognises that the external environment in
which it operates is inherently risky. Mitigating actions are therefore agreed
for all risks that exceed the Group's risk appetite. Our experienced
leadership team continuously works to mitigate the risks arising from the
external environment in some of the following ways:
· Maintaining the Group's balance sheet strength, with the Company benefitting
from a diversified debt structure and gaining access to a larger pool of
capital to help achieve our strategic goals
· A disciplined approach to asset selection with probability risk-adjusted
returns
· Deploying capital in joint ventures and associates, thereby diversifying risk
· A diverse tenant base in which there is no single tenant exposure of more than
4% of gross income
· An experienced Board and senior management team
Principal risk areas are:
External risks Operational risks
1. Macroeconomic 7. People
2. Political and regulatory 8. Financing
3. Catastrophic external event 9. Asset management
4a. Climate change strategy 10. Development
4b. Climate change impacts on our assets 11. Acquisitions
5. Changes in technology and consumer habits and demographics 12. Disposals
6. Cyber Security
External risks
Risk and impact Monitoring and management Change in risk assessment during the period
1. Macroeconomic · The Board regularly assesses the Group's strategy in the context · Macroeconomic risk has remained the same during the year and is
of the wider macroeconomic environment. This continued review of strategy considered a medium to high impact risk with a high probability.
Economic conditions in the UK and changes to fiscal and monetary policy may focuses on positioning our portfolio for the evolving economic situation.
impact market activity, demand for investment assets, the operations of our
· Sentiment has been impacted by interest rates, geopolitical issues and
occupiers or the spending habits of the UK population. · The Board and management team consider updates from external advisers, inflation.
reviewing key indicators such as forecast GDP growth, employment rates,
interest rates · Overall portfolio valuations slightly increased in the second half of
and Bank of England guidance and consumer confidence indices. the year and our debt covenant and financial policy headroom remain high.
· Our portfolio is focused on resilient market sub-sectors such as · Continued inflation could fuel wage growth and costs leading to rate
essential retailers. increases above current forecasts.
· Through regular stress testing of our portfolio we ensure our financial · Inflation has fallen during 2024 and 2025 and the Bank of England
position is sufficiently resilient. continues to work with interest rate adjustments to reduce inflation to fall
to its 2% target.
· Closely monitoring rent collection and • cash flow.
· The full impact of tariffs on retailers and supply chains is currently
uncertain.
2. Political and regulatory · The Board regularly considers political and regulatory developments and · Political and regulatory risk has remained the same during the year.
the impact they could have on the Group's strategy and operating environment. This is considered a medium to high impact risk with a high probability.
Changes in UK Government policy and its adverse effects on strategy and/or our
tenants or the impact of political uncertainty on consumers' retail and · External advisers, including legal advisers, provide updates on emerging · There has been political uncertainty within the UK due to changes in
leisure spend. regulatory changes to ensure the business is prepared and is compliant. leadership over recent years and a decline in market confidence.
· We regularly assess market research to gauge the impact of regulatory · There have also been political changes at a local authority level.
change on consumer habits.
· The full impact of business taxes, minimum wage increases and NI
· We carry out stress testing on our portfolio in relation to regulatory increases has likely not been fully felt and remains under review.
changes which may impact our operations or financial position.
· There remain uncertainties around the effects of Scottish devolution and
· Where appropriate, we participate in industry and other representative the potential disruption that disputes with Government may cause.
bodies to contribute to policy and regulatory debate. Individual ExCo
constituents are members of the BPF.
3. Catastrophic external event · The Board has developed a comprehensive crisis response plan which · Catastrophic external event risk has remained the same during the year
details actions to be taken at a head office and asset level. and is considered a high impact risk with a medium to high probability.
An external event such as civil unrest or a civil emergency including a
large-scale terrorist attack or pandemic, could severely disrupt global · The Board regularly monitors the Home Office terrorism threat level and · We need to be alive to risks posed by outages of the UK electricity
markets and cause damage and disruption to our assets. other security guidance. grid, as recently experienced in Europe, although the UK infrastructure is
separate to mainland Europe. There is also a Government policy in place (The
· The Board regularly monitors advice from the UK Government regarding Electricity Supply Emergency Code (ESEC)) that outlines a process for ensuring
pandemic responses and emergency procedures at our assets are regularly tested national distribution on a rota basis.
and enhanced in line with the latest UK Government guidance.
· The cost-of-living crisis, continued inflation and mortgage rate
· We have robust IT security systems which cover data security, disaster increases impacted households. Our operational performance has however
recovery and business continuity plans. demonstrated the resilience of our portfolio. This may ease with falling
interest rates, but other taxation and inflationary effects may dent consumer
· The business has comprehensive insurance in place to minimise the cost confidence. The Lloyds data is a useful tool to track consumer spending and
of damage and disruption to assets. financial health.
· The National Terrorism Threat Level is substantial and the full
long-term impact from the wars in Ukraine and the Middle East and other
geopolitical events remains unclear.
4a. Climate change strategy · We have a comprehensive ESG programme which is regularly reviewed by the · Climate change strategy risk remained the same during the period and is
Board and Executive Committee. considered a medium to high impact risk with a medium to high probability.
A failure to implement appropriate climate risk management measures, comply
with evolving regulations or meet our ESG targets could impact the operation · One of the key objectives of the programme is to minimise our impact on · ESG has risen up the agenda of many stakeholders and expectations of
and value of our assets, leading to a risk of asset obsolescence, reputational the environment through reducing energy consumption, sourcing from renewable compliance with best practice have increased.
damage and erosion of investor value. sources and increased recycling.
· Regulatory requirements have also increased during the period, in
· We have developed our Pathway to Net Zero Carbon and set medium and addition to the scoring criteria for certain ESG benchmarks such as GRESB.
long-term science-based targets.
· Our ESG Committee pre-empted these changes and our initiatives and
· ESG performance is independently reviewed and verified by our external disclosure continue to evolve in line with best practice.
environmental consultants and is measured against applicable targets and
benchmarks. · ESG is embedded into capital allocation decisions and is considered for
all future acquisitions
· We continue to report in line with TCFD requirements and are developing
a plan to align with IFRS S1 and S2 for FY26 reporting.
4b. Climate change impacts on our assets · We regularly assess assets for environmental risk and ensure sufficient · Climate change impacts on our assets risk has remained the same during
insurance is in place to minimise the impact of environmental incidents. the period and is considered a medium to high impact risk with a medium
Adverse impacts from environmental incidents such as extreme weather or
probability. The probability of this risk is set at medium as governments
flooding could impact the operation of our assets. A failure to implement · In conjunction with insurers, flood risk assessments have been carried globally, including the UK Government, continue to take insufficient action
appropriate climate risk management measures at our assets could lead to out at all of our assets and the risk is considered low. and temperatures continue to rise.
erosion of investor value and increases in insurance premiums.
· Although exposure to extreme weather events is a near-term risk, other
chronic climate stressors such as heat and sea level rises are medium-term or
long-term time horizons. Whilst their impact on affected assets has the
potential to be high, their probability is medium in the short to medium term.
· Climate impacts are embedded into capital allocation decisions and
considered for all future acquisitions of both equipment installed at our
assets and for the assets themselves.
5. Changes in technology and consumer habits and demographics · The Board and Executive Committee regularly assess our overall corporate · Changes in technology and consumer habits risk has remained the same
strategy and acquisition, asset management and disposal decisions in the during the year and is considered a low to medium impact risk with a high
Changes in the way consumers live, work, shop and use technology could have an context of current and future consumer demand. Our strategy is designed to probability.
adverse impact on demand for our assets. focus on resilient assets that take into account these future changes.
· Although the global pandemic lockdown restrictions significantly
· We closely assess the latest trends reported by research providers, increased home working and online shopping we have seen evidence that this is
including cash spent at our assets, to ensure we are aligned with evolving unwinding in recent years. This provides opportunities for our portfolio,
consumer trends. particularly retail parks and local community shopping centres.
· Our retail portfolio is focused on essential spending on goods and · Our portfolio is focused on providing essential retail to local
services which are resilient to the growth of online retail. communities, which continues to mitigate the impact of online retail on our
portfolio.
· Our retail parks are ideally positioned to help retailers with their
multi-channel retail strategies. · Our portfolio is positioned to ensure that over the longer term we have
the most resilient retail portfolio in the UK.
· AI could pose a risk or an opportunity. To explore this a working group
has been set up to review this topic.
6. Cyber security · Our servers are cloud based using the latest secure technology. · Cyber security risk has remained increased during the year and is
considered a high impact risk with a high probability. Global developments
A cyber attack could result in the Group being unable to use its IT systems · Multiple third-party supplier programmes are used which have their own have increased cyber security risks with many high-profile organisations being
and/or losing data. This could delay reporting and divert management time. security systems and are independently audited by Deloitte and ISO2000 targeted by cyber attacks. We continue to carry out further enhancements to
This risk could be increased due to employees continuing to work from home accredited. our IT systems and procedures and update, monitor and review our internal
following the pandemic and due to geopolitical events.
control procedures.
· SOC1 and SOC2 reports are obtained and reviewed from our key third-party
applications. The SOC1 report audits the financial reporting practices and · The Board and ExCo receive regular reports on cyber security.
details the controls for keeping accurate financial records. The SOC2 report
audits the information security that details controls in place to protect our
user and customer data.
· ExCo receives quarterly reporting on IT matters.
· Security protocols are in place to ensure swift changes to data access
following staff changes and authority limit access.
· We have reviewed our IT systems and have enhanced a number of areas
during the year.
· Cyber insurance cover is in place.
· We carry out annual external reviews of the Group's IT security and
systems as part of our internal audit process.
· We have robust backup systems in place which are tested on a regular
basis.
Operational risks
Risk and impact Monitoring and management Change in risk assessment during the period
7. People · Attracting, retaining and developing talent is core to our HR strategy, · The probability of the People risk has increased during the year. It is
which is regularly reviewed by the Board and Executive Committee. considered a medium to high impact risk with a medium to high probability.
The inability to attract, retain and develop our people and ensure we have the
right skills in place could prevent us from implementing our strategy. · We undertake an extensive Employee Engagement Survey once a year to · The integration of another business and perceived change may cause staff
gauge employee views on leadership, company culture, health and wellbeing, concerns.
personal growth and benefits and recognition. This informs any changes to HR
policy. · Although inflation puts pressure on salary costs and demands, this
impact is mitigated by an active employee engagement programme and the
· We regularly benchmark our pay and benefits against those of peers and alignment of reward with both individual and Group-level performance. The
the wider market. vesting of the LTIP awards in both August 2023 and then again September 2024
has improved staff perceptions of these long-term awards and improved their
· We regularly review the Group's resourcing requirements, performance motivational impact.
management, talent and succession planning.
· We continue to focus on staff wellbeing and actively seek regular
· Longer notice periods are in place for key employees. feedback from staff. The Sunday Times Best Places to Work 2024 survey was
strongly positive with NewRiver scoring "excellent' in all criteria.
· Our recruitment policies consider the needs of the business today and
our aspirations for the future, whilst ensuring our unique corporate culture · We also offer many forms of flexible working including job share,
is maintained. annualised hours, variation of hours and working from home. Since the pandemic
we have implemented a policy of working enabling staff to work from home a
number of days a week should they choose to do so.
8. Financing · The Board regularly assesses Group financial performance and scenario · Financing risk remained the same during the year and is considered a low
testing, covering levels of gearing and headroom to financial covenants and to medium impact risk with a medium probability.
If gearing levels become higher than our risk appetite or lead to breaches in assessments by external rating agencies.
bank covenants, this would impact our ability to implement our strategy. The
· Macroeconomic developments, particularly the increase in inflation, have
business could also struggle to obtain funding or face increased interest · The Group has a programme of active engagement with key lenders and impacted financial markets. The strength of the Group's predominantly
rates as a result of macroeconomic factors. shareholders. unsecured balance sheet means we have significantly mitigated the risk of not
being able to secure sufficient financing. Increased cash levels have also
· The Group has a predominantly unsecured balance sheet, which mitigates mitigated these risks and provide deposit opportunities.
the risk of a covenant breach caused by fluctuations in individual property
valuations. · The Company extended the maturity on its undrawn Revolving Credit
Facility to November 2026 during the prior year.
· The Group has long-dated maturity on its debt, providing sufficient
flexibility for refinancing.
· Working capital and cashflow analysis and detailed forward assessments
of cashflows are regularly reviewed by the Executive Committee.
· Our credit rating is independently assessed by Fitch Ratings at least
annually.
9. Asset management · Asset-level business plans are regularly reviewed by the asset · Asset management risk has remained the same during the year and is
management team and the Executive Committee and detailed forecasts are updated considered a medium to high impact risk with a medium probability.
The performance of our assets may not meet with the expectations outlined in frequently.
their business plans, impacting financial performance and the ability to
· Our diverse tenant portfolio focuses on essential retail which reduces
implement our strategies. · The Executive Committee reviews whole portfolio performance on a the impact of individual tenant defaults.
quarterly basis to identify any trends that require action.
· Although we have a low probability of default, the continued
· Our asset managers are in contact with centre managers and occupiers on cost-of-living crisis may impact the financial health of our occupiers.
a daily basis to identify potential risks and improvement areas.
· Our operational performance continues to prove the resilience of our
· Revenue collection is reviewed regularly by the Executive Committee. assets.
· Retailer concentration risk is monitored, with a guideline that no · New assets from the Capital & Regional acquisition have diversified
retailer will account for more than 5% of gross income (currently our largest the portfolio further.
retailer is Boots accounting for 3.6% of gross income).
10. Development · We apply a risk-controlled development strategy through negotiating · Development risk probability decreased during the period as the business
long-dated pre-lets for the majority of assets. currently has less development projects. It is considered a medium impact risk
Delays, increased costs and other challenges could impact our ability to
with a low to medium probability.
pursue our development pipeline and therefore our ability to profitably · All development is risk-controlled and forms only a small element of the
recycle development sites and achieve returns on development. portfolio by value. · Supply issues and increases in the cost of building supplies will impact
developments, however, as they remain a small part of our portfolio the
· Capital deployed is actively monitored by the Executive Committee, overall impact is low.
following detailed due diligence modelling and research.
· A number of our Regeneration assets were sold in prior years which has
· An experienced development team monitors on-site development and cost decreased the proportion of assets focused on development which inherently
controls. reduces risk exposure.
· On large-scale developments where construction is more than 12 months,
we look to carry out the project in partnership and/or forward sell.
11. Acquisitions · We carry out thorough due diligence on all new acquisitions, using data · Acquisition risk has remained the same through the year and is
from external advisers and our own rigorous in-house modelling before considered a medium impact risk with a medium probability.
The performance of asset and corporate acquisitions might not meet with our committing to any transaction. Probability-weighted analysis takes account of
expectations and assumptions, impacting our revenue and profitability. these risks. · The lack of supply and relative price of some assets may reduce
opportunities for acquisition.
· Acquisitions are subject to approval by the Board and Executive
Committee, who are highly experienced in the retail sector. · We will deploy capital in line with our returns focused approach to
capital allocation and subject to our LTV guidance.
· We have the ability to acquire in joint ventures, thereby sharing risk.
12. Disposals · Our portfolio is focused on high-quality assets with low lot sizes, · Disposal risk has remained the same during the year and is considered a
making them attractive to a wide pool of buyers. medium impact risk with a medium to high probability.
We may face difficulty in disposing of assets or realising their fair value,
thereby impacting profitability and our ability to reduce debt levels or make · Assets are valued every six months by external valuers, enabling · National and geopolitical uncertainty, interest rate, inflation and the
further acquisitions. informed disposal pricing decisions. cost-of-living crisis mean that markets remain uncertain and are causing some
purchasers to reconsider or delay acquisition decisions.
· Disposals are subject to approval by the Board and Executive Committee,
who are highly experienced in the retail sector. · We have an active and successful disposal programme. The average lot
size is lower than most in the market so our assets tend to be more liquid.
· Our portfolio is large and our average asset lot size is small, meaning
that each asset represents only a small proportion of revenues and profits,
thereby mitigating the impact of a sale not proceeding.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2025
Year ended 31 March 2025 Year ended 31 March 2024
Unaudited
Notes Operating Fair value adjustments Total Operating Fair value adjustments Total
and
2025
2025
and
2024
2024
financing
£m
£m
financing
£m
£m
2025
2024
£m
£m
Revenue 4 90.5 - 90.5 65.0 - 65.0
Property operating expenses* 5 (34.3) - (34.3) (20.9) - (20.9)
Net property income 56.2 - 56.2 44.1 - 44.1
Administrative expenses 6 (18.5) - (18.5) (12.4) - (12.4)
Other income 7 - - - 0.4 - 0.4
Share of profit from joint ventures 15 - - - 0.5 - 0.5
Share of profit from associates 16 0.2 (0.1) 0.1 0.3 - 0.3
Net property valuation movement 14 - 2.1 2.1 - (13.9) (13.9)
Loss on disposal of joint venture 8 - - - (2.3) - (2.3)
Loss on disposal of investment properties 9 (0.9) - (0.9) (3.8) - (3.8)
Operating profit 37.0 2.0 39.0 26.8 (13.9) 12.9
Finance income 10 5.3 - 5.3 5.4 - 5.4
Finance costs 10 (17.6) - (17.6) (15.3) - (15.3)
Profit for the year before taxation 24.7 2.0 26.7 16.9 (13.9) 3.0
Taxation 11 - (3.0) (3.0) - - -
Profit for the year 24.7 (1.0) 23.7 16.9 (13.9) 3.0
Total comprehensive profit for the year 23.7 3.0
There are no items of other comprehensive income for the current or prior year
Earnings per share
Basic (pence) 12 6.3 1.0
Diluted (pence) 12 6.3 1.0
*Included in property operating expenses is an expected credit loss reversal
of £0.3 million (2024: £nil) relating to trade receivables.
CONSOLIDATED BALANCE SHEET
As AT 31 March 2025
Notes 2025 2024
£m
£m
Unaudited
Non-current assets
Investment properties 14 939.0 608.7
Right of use asset 22 18.1 0.7
Investments in joint ventures 15 - 0.1
Investments in associates 16 5.3 5.6
Property, plant and equipment 3.8 0.3
Goodwill 17 3.6 -
Intangible asset 17 0.9 -
Total non-current assets 970.7 615.4
Current assets
Trade and other receivables 18 22.1 11.4
Cash and cash equivalents 19 61.3 132.8
Total current assets 83.4 144.2
Total assets 1,054.1 759.6
Equity and liabilities
Current liabilities
Trade and other payables 20 53.4 26.3
Lease liability 22 1.8 0.4
Total current liabilities 55.2 26.7
Non-current liabilities
Lease liability 22 71.8 75.2
Borrowings 21 437.0 296.6
Total non-current liabilities 508.8 371.8
Net assets 490.1 361.1
Equity
Share capital 23 4.7 3.1
Share premium 23 53.9 4.0
Merger reserve 23 74.3 (2.3)
Investment in own shares 23 (1.4) (3.0)
Retained earnings 23 358.6 359.3
Total equity 490.1 361.1
Net Asset Value (NAV) per share (pence)
Basic 12 103p 116p
Diluted 12 102p 115p
EPRA NTA 12 102p 115p
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 March 2025
2025 2024
£m
£m
Unaudited
Notes
Cash flows from operating activities
Profit for the year before taxation 26.7 3.0
Adjustments for:
Loss on disposal of investment property 9 0.9 3.8
Net valuation movement 14 (2.1) 13.9
Net valuation movement in associates 16 0.1 -
Share of profit from joint ventures - (0.5)
Share of profit from associates 16 (0.2) (0.3)
Loss on disposal of joint venture - 2.3
Net interest expense 10 12.3 9.9
Rent free lease incentives (0.6) 0.1
Movement in expected credit loss 5 (0.3) -
Capitalisation of legal and letting fees (0.3) (0.3)
Amortisation of intangible assets 0.3 -
Depreciation on property plant and equipment 1.1 0.3
Share-based payment expense 1.2 1.5
Cash generated from operations before changes in working capital 39.1 33.7
Changes in working capital
Decrease in trade and other receivables 1.6 1.1
Decrease in payables and other financial liabilities (1.0) (3.1)
Cash generated from operations 39.7 31.7
Interest paid (17.5) (15.1)
Interest income 5.8 5.0
Dividends received from joint ventures - 0.9
Dividends received from associates 16 0.4 0.2
Net cash generated from operating activities 28.4 22.7
Cash flows from investing activities
Return of investment from associate (0.1) -
Disposal proceeds from joint venture 0.1 21.0
Disposal of investment properties 3.0 8.7
Capital expenditure 14 (9.7) (6.1)
Cash paid for Capital & Regional acquisition, including transaction costs 17 (81.8) -
Cash acquired Capital & Regional acquisition 17 25.8 -
Acquisition of subsidiaries, net of cash acquired (5.1) -
Net cash (used in) / generated from investing activities (67.8) 23.6
Cash flows from financing activities
Repayment of principal portion of lease liability (1.0) (0.4)
Purchase of own shares - (3.0)
Loan repayment 25 (58.0) -
Equity placing and retail offer, net of issue costs 23 48.7 -
Dividends paid - ordinary (21.8) (18.7)
Net cash used in financing activities (32.1) (22.1)
Cash and cash equivalents at beginning of the year 132.8 108.6
Net (decrease) / increase in cash and cash equivalents (71.5) 24.2
Cash and cash equivalents at 31 March 61.3 132.8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2025
Notes Share capital Share premium Merger reserve Investment in own shares Retained earnings Total
£m
£m
£m
£m
£m
£m
As at 1 April 2023 3.1 2.4 (2.3) - 375.4 378.6
Profit for the year after taxation - - - - 3.0 3.0
Total comprehensive profit for the year after taxation - - - - 3.0 3.0
Transactions with equity holders
Issue of new shares - 1.6 - - - 1.6
Purchase of own shares 23 - - - (3.0) - (3.0)
Share-based payments 24 - - - - 1.2 1.2
Dividends paid 13 - - - - (20.3) (20.3)
As at 31 March 2024 3.1 4.0 (2.3) (3.0) 359.3 361.1
Profit for the year after taxation - - - - 23.7 23.7
Total comprehensive profit for the year after taxation - 23.7 23.7
- - -
Transactions with equity holders
Issue of new shares - 1.8 - - - 1.8
Equity placing and retail offer 23 0.6 48.1 - - - 48.7
Share-based payments 24 - - - 1.6 (0.4) 1.2
Consideration shares 23 1.0 - 76.6 - - 77.6
Dividends paid 13 - - - - (24.0) (24.0)
As at 31 March 2025 (unaudited) 4.7 53.9 74.3 (1.4) 358.6 490.1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Accounting policies
General information
NewRiver REIT plc (the 'Company') and its subsidiaries (together the 'Group')
is a property investment group specialising in commercial real estate in the
UK. The Company is registered and domiciled in the UK and the registered
office of the Company is 89 Whitfield Street, London, W1T 4DE.
Summary of material accounting policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all years presented.
Basis of preparation
The financial information set out in this announcement has been extracted from
the Group's consolidated financial statements for the year ended 31 March
2025, but does not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006. Those accounts for the year ended 31 March 2025
will be finalised on the basis of the financial information presented by the
directors in this results announcement and will be delivered to the Registrar
of Companies following the Company's Annual General Meeting in July 2025.
While the financial information included in this preliminary announcement has
been prepared in accordance with the recognition and measurement criteria of
IAS in conformity with the requirements of the Companies Act 2006 and
UK-adopted IFRS and complies with the disclosure requirements of the Listing
Rules of the UK Financial Conduct Authority, this announcement does not itself
contain sufficient information to comply with IASs and IFRSs. Therefore, this
preliminary announcement does not constitute the Group's full financial
statements for the year ended 31 March 2025 and accordingly, the financial
information for 2025 is presented unaudited in the preliminary announcement.
The Group's full financial statements that comply with IFRS will be approved
by the Board of Directors and reported on by the auditors in June 2025 and are
expected to be published in June 2025.
The consolidated financial statements are prepared in accordance with
UK-adopted international accounting standards. They have been prepared as a
going concern and based on the accounting policies and method of computations
consistent with those followed in the preparation of the Group's annual
financial statements for the year ended 31 March 2024 and 31 March 2025. A
copy of the statutory accounts for the year ended 31 March 2024 has been
delivered to the Registrar of Companies. The independent auditors' report on
the full financial statements for the year ended 31 March 2024 was unqualified
and did not contain an emphasis of matter paragraph or any statement under
section 498 of the Companies Act 2006.
Going concern
The Group's going concern assessment considers the Group's principal risks,
and is dependent on a number of factors, including cashflow and liquidity,
continued access to borrowing facilities and the ability to continue to
operate the Group's debt structure within its financial covenants. The Group's
balance sheet is predominantly unsecured, which means that the majority of its
debt is not secured against any of its property assets - a structure that
affords significant operational flexibility.
The principal debt currently drawn by the Group is the £300 million unsecured
corporate bond which matures in March 2028. This bond has financial covenants
that the Group is required to comply with including an LTV covenant of less
than 65% and a 12 month historical interest cover ratio of more than 1.5x.
The only other debt currently drawn by the Group is the single facility that
we retained following the acquisition of Capital & Regional in December
2024, the £140 million "Mall" facility secured against three of the assets
acquired as part of the Capital & Regional transaction with a coupon of
3.45% and which matures in January 2027. As available cash and liquidity both
currently and throughout the assessment period (see below) is such that this
secured loan can either be repaid in full and/or any requisite cure funded at
any point, our Going Concern assessment focuses on the covenants attached to
the unsecured corporate bond outlined above.
The going concern assessment is based on an at least 12 month outlook from the
date of the approval of these financial statements, using the Group's Board
approved budget, flexed to create a reasonable worst case scenario, which
includes the key assumptions listed below.
● Capital values to decrease a further 5% during FY26 and remain flat throughout
the remainder of the forecast horizon, in contrast to the modest growth of
+0.6% across the portfolio in FY25, but importantly including +0.6% growth in
our Core Shopping Centres and +1.7% in our Retail Parks in the six months to
31 March 2025, which represent 94% of our Portfolio looking forwards;
● A 15% reduction in net income. This reflects a significant downside given rent
collection rates have now stabilised at 98% for FY25 and 99% for FY24 rental
billings, back to pre-Covid levels, and occupancy rates have been maintained
at a high 96%;
● No disposal proceeds assumed throughout the forecast period, despite the
completion of an average of c.£46 million of disposals in each of the five
years ending 31 March 2025, including the disposal of the Abbey Centre in
Newtownabbey, which was sold post balance sheet for £59 million, in-line with
March 2025 valuation, reducing LTV on a proforma basis to c.38% and creating
further headroom not factored into our assessment.
Under this scenario, the Group is forecast to maintain sufficient cash and
liquidity resources and remain compliant with its financial covenants over the
going concern period. Further stress testing was performed on this scenario
which demonstrated that the Group could absorb a further valuation decline of
27% or a further 54% reduction in annual net rental income before breaching
applicable debt covenant levels referenced above. The Group maintains
sufficient cash and liquidity reserves to continue in operation and pay its
liabilities as they fall due throughout the going concern assessment period
and as such the Directors conclude a going concern basis of preparation is
appropriate.
Cash flow statement
The Group has reported the cash flows from operating activities using the
indirect method. The acquisition of properties are presented within investing
cash flows and interest paid and interest received is presented within
operating cash flows because this most appropriately reflects the Group's
business activities.
Preparation of the consolidated financial statements
The consolidated financial statements incorporate the financial statements of
the Company and its subsidiaries controlled by the Company, made up to 31
March each year. Control is achieved when the Company is exposed, or has
rights, to variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the investee.
The consolidated financial statements account for interest in joint ventures
and associates using the equity method of accounting per IFRS 11 and IAS 28
respectively. The financial statements for the year ended 31 March 2025 have
been prepared on the historical cost basis, except for the revaluation of
investment properties.
New accounting policies
Business Combinations
The Group applies the acquisition method to account for business combinations.
The cost of the acquisition is measured at the aggregate of the fair values,
at the date of completion, of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange for control of the
acquired. The acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS are recognised
at their fair value at the acquisition.
Any excess of the purchase price of business combinations over the fair value
of the assets, liabilities and contingent liabilities acquired is recognised
as goodwill. This is recognised as an asset and is reviewed for impairment at
least annually. Any impairment is recognised immediately in the statement of
comprehensive income. Where the fair value of the consideration is less than
the fair value of the identifiable assets and liabilities then the difference
is recognised as a bargain purchase in the statement of comprehensive income.
Under the acquisition accounting method, the identifiable assets, liabilities
and contingent liabilities acquired are measured at fair value at the
acquisition date. The consideration transferred is measured at fair value and
includes the fair value of any contingent consideration. Where properties are
acquired through corporate acquisitions, each transaction is considered by
management in light of the substance of the acquisition to determine whether
the acquisition is a business combination or an asset acquisition.
Asset acquisitions
Management consider whether each acquisition constitutes a business
combination or an asset acquisition and have chosen to apply the optional
concentration test that, if met, eliminates the need for further assessment.
Management have chosen to take the optional concentration test which considers
whether substantially all of the fair value of the gross assets acquired is
concentrated in a single asset group. The acquired assets and assumed
liabilities have been recognised in accordance with the relevant accounting
requirements. The costs of the acquisition are allocated to identifiable
assets and liabilities based on their relative fair values at the purchase
date. Directly attributable acquisition related costs are capitalised as part
of the cost of the assets acquired. These costs are presented as part of
financing cash flows in the cast flow statement.
New standards and amendments
The Group has adopted the following amendments for the first time in the year
ended 31 March 2025:
Amendments
● Amendment to IAS 1 - Non-current liabilities with covenants
● Amendment to IFRS 16 - Leases on sale and leaseback
● Amendment to IAS 7 and IFRS 7 - Supplier finance
Adopting these amendments has not impacted amounts recognised in prior periods
or are expected to have a material impact on the current period or future
periods based on the Group's current strategy. The accounting policies used
are otherwise consistent with those contained in the Group's previous Annual
Report and Accounts for the year ended 31 March 2024, unless otherwise stated.
Standards and amendments issued but not yet effective
A number of new amendments have been issued but are not yet effective for the
current accounting period.
Effective after 1 April 2025;
● Amendments to IAS 21 - Lack of Exchangeability
● Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial
Instruments
● Annual improvements to IFRS - Volume 11
● Amendment to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent
Electricity
● IFRS 18, 'Presentation and Disclosure in Financial Statements'
● IFRS 19, 'Subsidiaries without Public Accountability: Disclosures'
No material impact is expected upon the adoption of these standards.
Revenue recognition
Property, rental and related income
Property, rental and related income from fixed and minimum guaranteed rent
reviews is recognised on a straight-line basis over the entire lease term.
Where such rental income is recognised ahead of the related cash flow, an
adjustment is made to ensure the carrying value of the related property
including the accrued rent does not exceed the external valuation. Initial
direct costs incurred in negotiating and arranging a new lease are amortised
on a straight-line basis over the period from the date of lease commencement
to the expiry date of the lease.
Where a rent-free period is included in a lease, this is recognised over the
lease term, on a straight-line basis, as a reduction of rental income.
Where a lease incentive payment or surrender premiums are paid to enhance the
value of a property, these are amortised on a straight- line basis over the
period from the date of lease commencement to the expiry date of the lease as
a reduction of rental income. It is management's policy to recognise all
material lease incentives and lease incentives greater than six months. Upon
receipt of a surrender premium for the early determination of a lease, the
profit, net of dilapidations and non-recoverable outgoings relating to the
lease concerned, is accounted for from the effective date of the modification,
being the date at which both parties agree to the modification, considering
any prepaid or accrued lease payments relating to the original lease as part
of the lease payments for the new lease.
Service charge income
Service charge income is recognised in accordance with IFRS 15. This income
stream is recognised in the period which it is earnt and when performance
obligations are satisfied e.g. when the service charges are incurred.
IFRS 15 is based on the principle that revenue is recognised when control
passes to a customer. The majority of the Group's income is from tenant leases
and is therefore outside of the scope of IFRS 15. However, the standard
applies to service charge income. Under IFRS 15, the Group needs to consider
the agent versus principal guidance. The Group is principal in the transaction
if they control the specified goods or services before they are transferred to
the customer. In the provision of service charge, the Group has deemed itself
to be principal and therefore the consolidated statement of comprehensive
income and the consolidated balance sheet reflect service charge income,
expenses, trade and other receivables and trade and other payables.
Asset management fees
Management fees are recognised in the consolidated statement of comprehensive
income as the services are delivered and performance obligations met. The
Group assesses whether the individual elements of service in the agreement are
separate performance obligations. Asset management fees are recognised over
the period the respective services are provided.
Snozone income
Snozone income is recognised in accordance with IFRS 15. Snozone income is
recognised at the point in time when the customer has completed the use of the
skiing services provided.
Car park income
Car park income is recognised in accordance with IFRS 15. Car park income is
recognised at the point in time when the customer has completed use of their
car parking space.
Promote payments
The Group is contractually entitled to receive a promote payment should the
returns from a joint venture or associate to the joint venture or associate
partner exceed a certain internal rate of return. This payment is only
receivable by the Group on disposal of underlying properties held by the joint
venture or associate or other termination events. Any entitlements under these
arrangements are only accrued for in the financial statements once the Group
believes the above performance conditions have been met and there is no risk
of the revenue reversing.
IFRS 15
All revenue streams under IFRS 15 allocate transaction price against
performance obligations as they are satisfied. With the exception of asset
management fees, IFRS 15 revenue streams do not carry variable consideration.
There are no significant judgements in applying IFRS 15. There are no
significant payment terms on any of the IFRS 15 revenue streams.
Service charge expense
Service charge expenses are recognised in the period in which they are
incurred.
Finance income and costs
Finance income and costs excluding fair value derivative movements, are
recognised using the effective interest rate method. The effective interest
rate method is a method of calculating the amortised cost of a financial asset
or financial liability and of allocating the interest income or interest
expense over the relevant period. The effective interest rate is the rate that
discounts estimated future cash payments or receipts throughout the expected
life of the financial instrument, or a shorter period where appropriate, to
the net carrying amount of the financial asset or financial liability.
Taxation
Income tax
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the date of the balance sheet. Tax is
recognised in the consolidated statement of comprehensive income.
Deferred tax
Any deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates
that are expected to apply in the period when the liability is settled or the
asset is realised. A deferred tax asset is recognised only to the extent that
it is probable that future taxable profits will be available against which the
asset can be utilised.
Investment properties
These properties include completed properties that are generating rent or are
available for rent. Investment properties comprise freehold and leasehold
properties and are first measured at cost (including transaction costs), then
revalued to market value at each reporting date by independent professional
valuers. Leasehold properties are accounted for as right-of-use assets within
investment property under IFRS 16, see Leases accounting policy. Valuation
gains and losses in a period are taken to the consolidated statement of
comprehensive income. As the Group uses the fair value model, as per IAS 40
Investment Properties, no depreciation is provided. An asset will be
classified as held for sale within investment properties, in line with IFRS 5
Non-Current Assets Held for Sale and Discontinued Operations, where the asset
is available for immediate sale in its present condition and the sale is
highly probable.
Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated depreciation and
any recognised impairment loss. Depreciation is recognised over the useful
lives of the equipment, using the straight-line method at a rate of between
10% to 25% depending on the useful life.
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:
● Fixtures and fittings - over five years
● Office equipment - over three years
PPE is stated at cost net of depreciation and any provision for impairment.
Cost includes the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its intended
use. Depreciation is provided so as to write off the cost of the assets, less
their estimated residual values, on a straight-line basis over their expected
useful lives, which are given below as a general rule, however as part of the
day to day running of the business there may be some assets which fall outside
of this, these assets are treated the same and are always depreciated on a
straight-line basis over their expected useful lives.
● Snow equipment - over one to five years
● Computer equipment - over two to five years
● Office equipment - over two to five years
● Operations equipment - over two to five years
● Plant - over twenty years
The expected useful lives and depreciation methods are reviewed annually at
each reporting date. Subsequent costs incurred after the initial recognition
of PPE are capitalised if they meet the recognition criteria. Such costs
include expenditures that increase the future economic benefits expected to be
obtained from the use of the asset beyond its originally assessed standard of
performance. Upon disposal of PPE, any resulting gain or loss is calculated as
the difference between the net disposal proceeds and the carrying amount of
the asset in the financial statements at the date of disposal. Gains or losses
on disposals are recognised in profit or loss in the period in which the
disposal occurs.
Joint ventures
Interests in joint ventures are accounted for using the equity method of
accounting. The Group's joint ventures are entities over which the Group has
joint control with a partner. Investments in joint ventures are carried in the
consolidated balance sheet at cost as adjusted by post-acquisition changes in
the Group's share of the net assets of the joint venture, less any impairment
or share of income adjusted for dividends. In assessing whether a particular
entity is controlled, the Group considers all of the contractual terms of the
arrangement, whether it has the power to govern the financial and operating
policies of the joint venture so as to obtain benefits from its activities,
and the existence of any legal disputes or challenges to this joint control in
order to conclude whether the Group jointly controls the joint venture.
Associates
Interests in associates are accounted for using the equity method of
accounting. The Group's associates are entities over which the Group has
significant influence with a partner. Investments in associates are carried in
the consolidated balance sheet at cost as adjusted by post-acquisition changes
in the Group's share of the net assets of the associates, less any impairment
or share of income adjusted for dividends. In assessing whether a particular
entity is controlled or has significant influence, the Group considers all of
the contractual terms of the arrangement, whether it has the power to govern
the financial and operating policies of the associate so as to obtain benefits
from its activities.
Leases - as a lessee
At inception, the Group assesses whether a contract is or contains a lease.
This assessment involves the exercise of judgement about whether the Group
obtains substantially all the economic benefits from the use of that asset,
and whether the Group has the right to direct the use of the asset.
The Group recognises a right-of-use ("ROU") asset and the lease liability at
the commencement date of the lease. The ROU asset is initially measured based
on the present value of lease payments, plus initial direct costs and the cost
of obligations to restore the asset, less any incentives received.
Lease payments generally include fixed payments and variable payments that
depend on an index (such as an inflation index).
Each lease payment is allocated between the liability and finance cost. The
lease payments are discounted using the interest rate implicit in the lease if
that rate can be readily determined or if not, the incremental borrowing rate
is used. The finance cost is charged to profit or loss over the lease period
so as to produce a constant rate of interest on the remaining balance of the
liability for each period.
The ROU asset is depreciated over the shorter of the lease term or the useful
life of the underlying asset. The ROU asset is subject to testing for
impairment if there is an indicator of impairment. ROU assets that are not
classified as investment properties are disclosed on the face of the
consolidated balance sheet on their own line, and the lease liability included
in the headings current and non-current liabilities on the consolidated
balance sheet.
The Group remeasures the lease liability (and makes a corresponding adjustment
to the related right-of-use asset) whenever:
• The lease term has changed or there is a significant event or change in
circumstances resulting in a change in the assessment of exercise of a
purchase option, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount rate.
• The lease payments change due to changes in an index or rate or a change
in expected payment under a guaranteed residual value, in which cases the
lease liability is remeasured by discounting the revised lease payments using
an unchanged discount rate (unless the lease payments change is due to a
change in a floating interest rate, in which case a revised discount rate is
used). When the consideration for a lease is changed, that modification is not
accounted for as a separate lease, but the lease liability is remeasured
discounted using the revised lease payments and revised discount rate.
Where the ROU asset relates to leases of land or property that meets the
definition of investment property under IAS 40 it has been disclosed within
the investment property balance. After initial recognition, IAS 40 requires
the amount of the recognised lease liability, calculated in accordance with
IFRS 16, to be added back to the amount determined under the net valuation
model, to arrive at the carrying amount of the investment property under the
fair value model. Differences between the ROU asset and associated lease
liability are taken to the consolidated statement of comprehensive income.
The Group has elected not to recognise ROU assets and liabilities for leases
where the total lease term is less than or equal to 12 months, or for low
value leases of less than £3,000. The payments for such leases are recognised
in the consolidated statement of comprehensive income on a straight-line basis
over the lease term.
Leases - as a lessor
The Group accounts for all leases as operating leases, please see revenue recognition for further details.
Financial instruments
Financial assets
The Group classifies its financial assets as fair value through profit or loss
or amortised cost, depending on the purpose for which the asset was acquired
and based on the business model test. Financial assets carried at amortised
cost include tenant receivables which arise from the provision of goods and
services to customers. These are initially recognised at fair value plus
transaction costs that are directly attributable to their acquisition or issue
and are subsequently carried at amortised cost, less provision for impairment.
Impairment provisions for receivables are recognised based on the simplified
approach within IFRS 9 using a provision matrix in the determination of the
lifetime expected credit losses. The probability of tenant default and
subsequent non-payment of the receivable is assessed. If it is determined that
the receivable will not be collectable, the gross carrying value of the asset
is written off against the associated provision. If in a subsequent year the
amount of the impairment loss decreased and the decrease can be related
objectively to an event occurring after the impairment was recognised, the
previously recognised impairment loss is reversed to the extent that the
carrying value of the asset does not exceed its amortised costs at the
reversal date. The Group's financial assets measured at amortised cost
comprise trade and other receivables and cash and cash equivalents.
Financial assets are derecognised only when the contractual rights to the cash
flows from the financial asset expire or the Group transfers substantially all
risks and rewards of ownership.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, cash in transit, deposits held
on call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily
convertible into known amounts of cash and which are subject to an
insignificant risk of change in value.
Financial liabilities
The Group classifies its financial liabilities at amortised cost. A financial
liability is derecognised when the obligation under the liability is
discharged or cancelled or expires.
All loans and borrowings are classified as other liabilities. Initial
recognition is at fair value less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised costs using the effective interest method.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost.
The financial instruments classified as financial liabilities at fair value
through profit or loss include interest rate swap and cap arrangements.
Recognition of the derivative financial instruments takes place when the
contracts are entered into. They are recognised at fair value and transaction
costs are included directly in finance costs.
The fair value of a non-interest bearing liability is its discounted repayment
amount. If the due date of the liability is less than one year, discounting is
omitted.
Value added tax
Revenues, expenses and assets are recognised net of the amount of value added
tax except:
Where the value added tax incurred on a purchase of assets or services is not
recoverable from the taxation authority, in which case the value added tax is
recognised as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and receivables and payables that are stated with
the amount of value added tax included. The net amount of value added tax
recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the consolidated balance sheet.
Share capital
Shares are classified as equity when there is no obligation to transfer cash
or other assets. The cost of issuing share capital is recognised directly in
equity against the proceeds from issuing the shares.
Share-based payments
The cost of equity settled transactions is measured with reference to the fair
value at the date at which they were granted. Where vesting performance
conditions are non-market based, the fair value excludes the effect of these
vesting conditions and an estimate is made at each year end date of the number
of instruments expected to vest. The fair value is recognised over the vesting
period in the consolidated statement of comprehensive income, with a
corresponding increase in equity. Any change to the number of instruments with
non-market vesting conditions expected to vest is recognised in the
consolidated statement of comprehensive income for that period.
Employee Benefit Trust
The Group operates an Employee Benefit Trust for the exclusive benefit of the
Group's employees. The investment in the Company's shares held by the trust is
recognised at cost and deducted from equity. No gain or loss is recognised in
the consolidated statement of comprehensive income on the purchase, sale,
issue or cancellation of the shares held by the trust.
Dividends
Dividends to the Company's shareholders are recognised when they become
legally payable. In the case of interim dividends, this is when paid. In the
case of final dividends, this is when approved by equity holders.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into sterling at exchange
rates approximating to the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies
at the balance sheet date are translated to sterling at the exchange rate
ruling at that date and differences arising on translation are recognised in
the income statement.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on consolidation, are translated into sterling at
the exchange rates ruling at the balance sheet date. The operating income and
expenses of foreign operations are translated into sterling at the average
exchange rates for the year. Significant transactions, such as property sales,
are translated at the foreign exchange rate ruling at the date of each
transaction. The principal exchange rate used to translate foreign currency
denominated amounts in the balance sheet is the rate at the end of the year:
£1 = €1.1951 (2024: No foreign exchange transactions). The principal
exchange rate used for the income statement is the average rate since the
acquisition of Capital & Regional on 10 December 2024: £1 = €1.1988
(2024: No foreign exchange transactions). Foreign exchange gains and losses
from monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss at each reporting date. Non-monetary items are
translated at the exchange rate prevailing at the transaction date, with
subsequent changes in exchange rates not affecting gains or losses
2. Critical accounting judgements and estimates
The preparation of financial statements requires management to make estimates
and judgements affecting the reported amounts of assets and liabilities, of
revenues and expenses, and of gains and losses. The key assumptions concerning
the future, and other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year, are discussed below. Estimates and judgements are continually
evaluated and are based on historical experience as adjusted for current
market conditions and other factors.
Significant judgements
REIT Status
NewRiver is a Real Estate Investment Trust (REIT) and does not pay tax on its
property income or gains on property sales, provided that at least 90% of the
Group's property income is distributed as a dividend to shareholders, which
becomes taxable in their hands. In addition, the Group has to meet certain
conditions such as ensuring the property rental business represents more than
75% of total profits and assets. Any potential or proposed changes to the REIT
legislation are monitored and discussed with HMRC. It is the Directors
judgement that the Group has met the REIT conditions in the year.
Capital & Regional Acquisition
Management consider whether each acquisition constitutes a business
combination or an asset acquisition in relation to the acquisition of Capital
& Regional in December 2024. Management have chosen to take the optional
concentration test to assess whether substantially all of the fair value of
the gross assets acquired is concentrated in a single asset group and have
determined that the test is met. Therefore the acquired assets and assumed
liabilities have been recognised in accordance with the relevant accounting
requirements rather than IFRS 3 Business Combinations. The costs of the
acquisition are allocated to identifiable assets and liabilities based on
their relative fair values at the purchase date. Directly attributable
acquisition related costs are capitalised as part of the cost of the assets
acquired. These costs are presented as part of financing cash flows in the
cast flow statement.
Sources of estimation uncertainty
Investment property
The Group's investment properties are stated at fair value. The assumptions
and estimates used to value the properties are detailed in note 14. Small
changes in the key estimates, such as yield and the estimated rental value,
can have a significant impact on the valuation of the investment properties,
and therefore a significant impact on the consolidated balance sheet and key
performance measures such as Net Tangible Assets per share.
Rents and ERVs have a direct relationship to valuation, while yield has an
inverse relationship. There are interrelationships between all these
unobservable inputs as they are determined by market conditions. The existence
of an increase in more than one unobservable input could be to magnify the
impact on the valuation, see note 14 for sensitivity analysis.
The estimated fair value may differ from the price at which the Group's assets
could be sold. Actual realisation of net assets could differ from the
valuation used in these financial statements, and the difference could be
significant.
Significant transactions:
Management must assess whether the acquisition of property through the
purchase of a corporate vehicle should be accounted for as an asset purchase
or a business combination under IFRS 3. There is a risk that an inappropriate
approach could lead to a misstatement in the financial statements. Management
applied judgement to two corporate acquisitions made during the year to 31
March 2025 and determined the following:
· Ellandi
On 3 July 2024, the Group acquired Ellandi Management Limited ('Ellandi'), an
asset and development management business focused on UK retail and
regeneration (see note 17). It was determined that a business had been
acquired and as such the transaction would be accounted for as a business
combination under IFRS 3. Business combinations are accounted for using the
acquisition method and any excess of the purchase consideration over the fair
value of the net assets acquired is recognised as goodwill and if the fair
value of the net asset assets is deemed to be higher than the purchase
consideration then this is recognised as a bargain purchase.
· Capital & Regional
On 10 December 2024, the Group acquired Capital & Regional plc. it was
determined by management that this was an asset acquisition rather than a
business combination, see note 17.
3. Segmental reporting
In the prior year (year ended 31 March 2024) the Group had one identifiable
segment, owned retail. The Group acquired Ellandi in July 2024 in order to
enhance the capital partnerships division of the business. The acquisition
added 16 asset management mandates taking the Group's total to 39 asset
management mandates. Following on from the acquisition, the Group identified
two operating segments, being Owned Retail and Capital Partnerships. The Board
reviews the results of these two segments separately and the prior period
comparative has been provided under the new basis below. The Owned Retail
investments comprise shopping centres, retail parks and high street stores and
Capital Partnerships comprise of income earnt through asset management
mandates. The Group acquired Capital & Regional plc in December 2024 and
identified a new operating segment, Snozone. Although Snozone has one site in
Spain, the majority of the Group's operations are in the UK and therefore no
geographical segments have been identified.
The relevant revenue and expenses used by the Board are set out below. The
results include the Group's share of assets and results from properties held
in associates.
The comparative information for the year ended 31 March 2024 have been
restated to align with the basis of presentation for the year ended 31 March
2025.
Segment result Year ended 31 March 2025
Owned Capital Partnerships Group Adjustments IFRS
Retail
£m Snozone £m £m (Operating and financing)
£m
£m £m
Revenue 76.7 2.9 - 79.6 10.9 90.5
Property operating costs (29.2) - - (29.2) (5.1) (34.3)
Net property income 47.5 2.9 - 50.4 5.8 56.2
Administrative expenses (11.6) - - (11.6) (6.9) (18.5)
Other income - - 3.7 3.7 (3.7) -
Operating profit 35.9 2.9 3.7 42.5 (4.8) 37.7
Net finance costs (11.9) - - (11.9) (0.4) (12.3)
Taxation (0.1) - - (0.1) 0.1 -
Segment result (Underlying Funds From Operations) 23.9 2.9 3.7 30.5
For an explanation of the nature of the adjustments in 2025 please refer to
the finance review in this announcement.
Segment result Year ended 31 March 2024
Owned Capital Partnerships Group Adjustments IFRS
Retail
£m Snozone £m £m (Operating and financing)
£m
£m £m
Revenue 64.0 2.5 - 66.5 (1.5) 65.0
Property operating costs (20.9) - - (20.9) - (20.9)
Net property income 43.1 2.5 - 45.6 (1.5) 44.1
Administrative expenses (11.0) - - (11.0) (1.4) (12.4)
Other income 0.4 - - 0.4 - 0.4
Operating profit 32.5 2.5 - 35.0 (2.9) 32.1
Net finance costs (10.6) - - (10.6) 0.7 (9.9)
Segment result (Underlying Funds From Operations) 21.9 2.5 24.4
-
*Adjustments to remove JV & Associates figures and non-cash and
non-recurring items, principally share-based payment charge £(1.5) million
and revaluation of derivatives £0.1 million.
Revenue and other income by country
2025 2024
£m £m
UK 88.1 65.0
Spain 2.4 -
Revenue 90.5 65.0
Total non-current assets by country
2025 2024
£m £m
UK 968.2 615.4
Spain 1.5 -
Non-current assets 969.7 615.4
4. Revenue
2025 2024
£m
£m
Property rental and related income(1) 59.2 50.7
Surrender premiums and commissions 0.6 0.7
Rental related income 59.8 51.4
Asset management fees(2) 6.2 2.5
Service charge income 16.1 11.1
Snozone income 8.4 -
Revenue 90.5 65.0
1. Included within property rental and related income is car park income of
£7.0 million (2024: £5.4 million) which falls under the scope of IFRS 15.
The remainder of the income is recognised by IFRS 16
2. Asset management fees include £0.2 million non-recurring fee income
included in costs to unlock in relation to unlocking expected net cost
synergies following the acquisition of Capital & Regional e.g. redundancy
and head office costs
Asset management fees and service charge income which represents the flow
through costs of the day-to-day maintenance of shopping centres fall under the
scope of IFRS 15.
5. Property operating expenses
2025 2024
£m
£m
Service charge expense 21.7 15.1
Rates on vacant units 1.8 1.7
Expected credit loss reversal (0.3) -
Other property operating expenses 5.9 4.1
Snozone operating expenses 5.2 -
Property operating expenses 34.3 20.9
6. Administrative expenses
2025 2024
£m
£m
Wages and salaries 8.9 5.6
Social security costs 1.2 0.9
Other pension costs 0.3 0.1
Staff costs 10.4 6.6
Depreciation(1) 0.5 0.3
Share-based payments 1.5 1.5
Exceptional costs(2) 0.7 -
Amortisation of intangibles(3) 0.3 -
Costs to unlock(4) 1.3 -
Other administrative expenses 3.8 4.0
Administrative expenses 18.5 12.4
1. Depreciation is inclusive of £0.2 million (2024: £0.2 million) of right
of use asset depreciation
2. Exceptional costs comprise expenses relating to the acquisition of Ellandi
3. Amortisation of intangibles relates to the amortisation of the intangible
asset recognised on the acquisition of Ellandi
4. Costs to unlock comprise net costs in relation to unlocking expected net
cost synergies following the acquisition of Capital & Regional
Net administrative expenses ratio is calculated as follows:
2025 2024
£m
£m
Administrative expenses 18.5 12.4
Adjust for:
Asset management fees (6.2) (2.5)
Share of joint ventures' and associates administrative expenses - 0.1
Share based payments (1.5) (1.5)
Exceptional costs(1) (0.7) -
Amortisation of intangibles(2) (0.3) -
Costs to unlock(3) (1.1) -
Group's share of net administrative expenses 8.7 8.5
Property rental and related income(4) 61.1 52.3
Other income - 0.4
Share of joint ventures' and associates' property income 0.6 1.5
Property rental, other income and related income 61.7 54.2
Net administrative expenses as a % of property income (including share of 14.1% 15.7%
joint ventures and associates)
1. Exceptional costs comprise expenses relating to the acquisition of Ellandi
2. Amortisation of intangibles relates to the amortisation of the intangible
asset recognised on the acquisition of Ellandi
3. Costs to unlock comprise net costs in relation to unlocking expected net
cost synergies following the acquisition of Capital & Regional e.g.
redundancy and head office costs
4. This balance excludes the amortisation of tenant incentives and letting
costs of £1.5 million (2024: £1.5 million) and includes an expected credit
loss reversal of £0.4 million (2024: £nil), which excludes the £0.1 million
expected credit loss (2024: £nil) forward looking element of the calculation.
Average monthly number of staff
2025 2024
Directors 7 7
Operations and asset managers 39 18
Support functions 40 27
Snozone* 213 -
Total 299 52
*Adjusted for full time equivalents.
Auditors' remuneration
2025 2024
£m
£m
Audit of the Company and consolidated financial statements 0.8 0.3
Audit of subsidiaries, pursuant to legislation 0.2 0.2
1.0 0.5
Non-audit fees - interim review 0.1 0.1
Total fees 1.1 0.6
Total fees include £0.5 million payable by Capital & Regional
pre-acquisition.
In addition to this the joint ventures and associates paid £0.1 million
(2024: £0.1 million) in audit fees.
7. Other income
2025 2024
£m
£m
Insurance proceeds - 0.4
Other income - 0.4
The prior year balance of £0.4 million relates to Covid-19 income disruption
following agreement with the insurer.
8. Loss on disposal of a joint venture
Year ended 31 March 2025
There were no disposals of joint ventures in the year ended 31 March 2025
Year ended 31 March 2024
On 27 June 2023, the Group disposed its 50% share in the 'Napier' joint
venture which owned Kittybrewster Retail Park in Aberdeen and Glendoe and
Telford Retail Parks in Inverness.
Included in the carrying value on disposal were investment properties of
£32.2 million, cash of £1.3 million and third party debt of £(12.0)
million.
£m
Carrying value at 31 March 2023 23.6
Movement in the period 31 March 2023 to 27 June 2023 (0.3)
Carrying value at 27 June 2023 23.3
Net cash proceeds 21.0
Loss on disposal of a joint venture (2.3)
The total cash consideration for the sale was £64.0 million which included
£62.6 million (NewRiver share: £31.3 million) consideration for the value of
the JV properties.
The total cash consideration was distributed as follows:
- £24.0 million used to repay the Napier Joint Venture bank loans;
- £3.0 million used to repay the shareholder loan owed to NewRiver
(recognised as part of the Investment in Joint Venture carrying amount)
After the deduction of the above amounts and the settlement of various costs
associated with the disposal, £18.0 million was received by NewRiver. Net
proceeds of £21.0 million recognised by NewRiver include the £3.0 million
repayment of the shareholder loan.
9. Loss on disposal of investment properties
2025 2024
£m
£m
Gross disposal proceeds 3.8 6.8
Carrying value (3.9) (10.2)
Cost of disposal (0.8) (0.4)
Loss on disposal of investment properties (0.9) (3.8)
10. Finance income and finance costs
2025 2024
£m
£m
Income from loans with joint ventures and associates 0.2 0.2
Income from treasury deposits 5.1 5.2
Finance income 5.3 5.4
Interest on borrowings (14.1) (12.7)
Finance cost on lease liabilities (2.6) (2.6)
Write off of unamortised debt costs (0.9) -
Finance costs (17.6) (15.3)
11. Taxation
2025 2024
£m
£m
Deferred taxation charge 3.0 -
Profit before tax 26.7 3.0
Tax at the current rate of 25% (2024: 25%) 6.7 0.8
Revaluation of property (0.5) 3.5
Movement in unrecognised deferred tax (1.3) 1.1
Non-taxable profit due to REIT regime (2.9) (5.4)
Non-taxable income 1.0 -
Taxation charge 3.0 -
Real Estate Investment Trust regime (REIT regime)
The Group is a member of the REIT regime whereby profits from its UK property
rental business are tax exempt. The REIT regime only applies to certain
property-related profits and has several criteria which have to be met. The
main criteria are:
● the assets of the property rental business must be at least 75% of the Group's
assets;
● the profit from the tax-exempt property rental business must exceed 75% of the
Group's total profit, and;
● at least 90% of the Group's profit from the property rental business must be
paid as dividends.
The Group continues to meet these conditions, and management intends that the
Group should continue as a REIT for the foreseeable future.
The Group has not recognised a deferred tax liability or deferred tax asset.
The deferred tax relates to the de-recognition of a deferred tax asset which
was acquired during the year. As at 31 March 2025 the Group had unrecognised
tax losses of £9.2 million (2024: £9.4 million). The losses have not been
recognised as an asset due to uncertainty over the availability of taxable
income to utilise the losses. The losses do not expire but are reliant on
continuity of ownership and source of trade.
12. Performance measures
A reconciliation of the performance measures to the nearest IFRS measure is
below:
2025 2024
£m £m
Profit / (loss) for the year after taxation 23.7 3.0
Adjustments
Net valuation movement (2.1) 13.9
Loss on disposal of investment properties 0.9 3.8
Loss on disposal of joint venture - 2.3
Write off of unamortised debt costs 0.9 -
Deferred tax 3.0 -
Exceptional costs(1) 0.7 -
Amortisation of intangibles(2) 0.3 -
Costs to unlock(3) 1.1 -
Group's share of joint ventures' and associates' adjustments
Revaluation of investment properties 0.1 -
Revaluation of derivatives - (0.1)
Profit on disposal of investment properties (0.2) -
EPRA earnings 28.4 22.9
Share-based payment charge 1.5 1.5
Forward looking element of IFRS 9(4) 0.1 -
Snozone depreciation and amortisation 0.7 -
Snozone lease liability interest (0.2) -
Underlying Funds From Operations (UFFO) 30.5 24.4
1. Exceptional costs comprise expenses relating to the acquisition of Ellandi
2. Amortisation of intangibles relates to the amortisation of the intangible
asset recognised on the acquisition of Ellandi
3. Costs to unlock comprise net costs in relation to unlocking expected net
cost synergies following the acquisition of Capital & Regional e.g.
redundancy and head office costs
4. Forward looking element of IFRS 9 relates to a provision against debtor
balances in relation to invoices in advance for future rental income. These
balances are not due in the current year and therefore no income has been
recognised in relation to these debtors.
Number of shares
Number of shares 2025 2024
No. m
No. m
Weighted average number of ordinary shares for the purposes of Basic EPS, UFFO 376.3 311.4
and EPRA
Effect of dilutive potential ordinary shares:
Performance share plan 1.5 1.6
Deferred bonus shares 0.8 0.9
Weighted average number of ordinary shares for the purposes of Diluted EPS 378.6 313.9
2025 2024
IFRS Basic EPS 6.3 1.0
IFRS Diluted EPS 6.3 1.0
EPRA EPS 7.5 7.4
UFFO EPS 8.1 7.8
The below table reconciles the differences between the calculation of basic
and EPRA NTA, a non-GAAP measure.
EPRA NTA per share and basic NTA per share:
2025 2024
£m Shares Pence per £m Shares Pence per share
m
m share
Net assets 490.1 475.5* 103p 361.1 310.4* 116p
Employee awards vested not yet exercised - 1.2 - 0.4
Unexercised employee awards - 2.2 - 2.5
Diluted net assets 490.1 478.9 102p 361.1 313.3 115p
Group's share of associates deferred tax liability 0.9 - 0.8 -
Goodwill (3.6) - - -
Intangible asset (0.9) - - -
Group's share of joint venture / associates fair value derivatives - - (0.1) -
EPRA Net Tangible Assets 486.5 478.9 102p 361.8 313.3 115p
*See note 23
13. Dividends
The dividends paid in the year are set out below:
Payment date PID Non-PID Pence per share £m
Year to March 2024
Ordinary dividends
4 August 2023 3.2 - 3.2 9.8
16 January 2024 3.4 - 3.4 10.5
20.3
Year to March 2025
Ordinary dividends
16 August 2024 3.2 - 3.2 9.8
28 January 2025 3.0 - 3.0 14.2
24.0
The final dividend of 3.5 pence per share in respect of the year ended 31
March 2025, subject to shareholder approval at the 2025 AGM, will be paid on 8
August 2025 to shareholders on the register as at 20 June 2025. The dividend
will be payable as a REIT Property Income Distribution (PID).
Reconciliation to dividends paid in the consolidated cash flow statement
2025 2024
£m
£m
Dividends paid (24.0) (20.3)
Scrip dividend 1.8 1.6
Movement in withholding tax 0.4 -
Dividends paid in the consolidated cash flow statement (21.8) (18.7)
Property Income Distribution (PID) dividends
Profits distributed out of tax-exempt profits are PID dividends. PID dividends
are paid after deduction of withholding tax (currently at 20%), which NewRiver
pays directly to HMRC on behalf of the shareholder.
Non-PID dividends
Any non-PID element of dividends will be treated in exactly the same way as
dividends from other UK, non-REIT companies.
14. Investment properties
2025 2024
£m
£m
Fair value brought forward 533.8 551.5
Acquisitions* 344.7 -
Capital expenditure 9.7 5.3
Lease incentives, letting and legal costs 1.0 0.9
Disposals (3.9) (10.2)
Net valuation movement 2.2 (13.7)
Fair value carried forward 887.5 533.8
Right of use asset (investment property) see note 22 51.5 74.9
Fair value carried forward 939.0 608.7
* Acquisitions of £344.7 million comprise six investment properties acquired
through the Capital & Regional transaction, see note 17.
The Group's investment properties have been valued at fair value on 31 March
2025 by independent valuers, Colliers International Valuation UK LLP and
Knight Frank LLP, on the basis of fair value in accordance with the Current
Practice Statements contained in The Royal Institution of Chartered Surveyors
Valuation - Professional Standards, (the 'Red Book'). The valuations are
performed by appropriately qualified valuers who have relevant and recent
experience in the sector.
The Group is exposed to changes in the residual value of properties at the end
of current lease agreements. The residual value risk born by the Group is
mitigated by active management of its property portfolio with the objective of
optimising tenant mix in order to:
- achieve the longest weighted average lease term possible;
- minimise vacancy rates across all properties; and
- minimise the turnover of tenants with high quality credit ratings.
The Group also grants lease incentives to encourage high quality tenants to
remain in properties for longer lease terms. In the case of anchor tenants,
this also attracts other tenants to the property thereby contributing to
overall occupancy levels.
The fair value at 31 March represents the highest and best use.
The properties are categorised as Level 3 in the IFRS 13 fair value hierarchy.
There were no transfers of property between Levels 1, 2 and 3. Level 1 inputs
are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement date. Level 2 inputs
are inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly. Level 3
inputs are unobservable inputs for the asset or liability.
As at 31 March 2025
Property ERV Property rent Property equivalent yield
Average
%
Fair value Min Max Average Min Max Average
£m
£ per sq ft
£ per sq ft
£ per sq ft
£ per sq ft
£ per sq ft
£ per sq ft
Retail parks 180.6 9.8 21.0 13.5 6.6 19.0 12.0 6.5
Shopping Centres - Core 652.0 4.3 32.3 14.5 1.9 32.4 10.9 8.8
Shopping Centres - Regeneration 24.7 5.1 10.4 10.0 2.9 5.1 3.1 11.5
Shopping Centres - Work Out 28.0 9.3 16.7 14.5 1.0 3.8 2.0 10.4
High street and other 2.2 3.9 5.6 5.0 1.4 6.2 3.6 11.4
887.5
As at 31 March 2024
Property ERV Property rent Property equivalent yield
Average
%
Fair value Min Max Average Min Max Average
£m
£ per sq ft
£ per sq ft
£ per sq ft
£ per sq ft
£ per sq ft
£ per sq ft
Retail parks 132.8 10.6 14.2 11.8 8.3 14.7 10.8 7.0
Shopping Centres - Core 234.5 4.2 32.0 12.4 4.1 32.3 10.5 9.6
Shopping Centres - Regeneration 128.9 5.0 18.6 16.0 3.0 13.7 10.5 7.4
Shopping Centres - Work Out 34.4 5.9 17.5 6.3 1.3 3.3 1.5 12.0
High street and other 3.2 4.0 6.2 5.7 3.9 6.2 4.9 9.2
533.8
Sensitivities of measurement of significant inputs
As set out within significant accounting estimates and judgements in note 2,
the Group's property portfolio valuation is open to judgements and is
inherently subjective by nature. As a result, the sensitivity analysis below
illustrates the impact of changes in key unobservable inputs on the fair value
of the Group's properties.
We consider +/-10% for ERV and +/-100bps for NEY to capture the uncertainty in
these key valuation assumptions and deem it to be a reasonably possible
scenario.
The investments are a portfolio of retail assets in the UK. The valuation was
determined using an income capitalisation method, which involves applying a
yield to rental income streams. Inputs include yield, current rent and ERV.
The inputs to the valuation include:
- Rental value - total rental value per annum
- Equivalent yield - the net weighted average income return a
property will produce based upon the timing of the income received
There were no changes to valuation techniques during the year. Valuation
reports are based on both information provided by the Group, for example,
current rents and lease terms which is derived from the Group's financial and
property management systems and is subject to the Group's overall control
environment, and assumptions applied by the valuers, e.g. ERVs and yields.
These assumptions are based on market observation and the valuers'
professional judgement, which includes a consideration of climate change and a
range of other external factors.
2025: Sensitivity impact on valuations of a 10% change in estimated rental value and absolute yield of 100 bps.
Impact on valuations of a 10% change in ERV Impact on valuations of 100 bps change in yield
Retail asset valuation £m Increase 10% Decrease 10% Increase 1.0% Decrease 1.0%
Asset Type £m £m £m £m
Retail parks 180.6 15.6 (15.5) (23.0) 31.8
Shopping Centres - Core 652.0 59.6 (56.7) (75.9) 97.8
Shopping Centres - Regeneration 24.7 1.6 (1.6) (0.7) 0.9
Shopping Centres - Work Out 28.0 2.3 (2.3) (4.0) 4.9
High street and other 2.2 0.4 (0.4) (0.2) 0.3
887.5 79.5 (76.5) (103.8) 135.7
2024: Sensitivity impact on valuations of a 10% change in estimated rental value and absolute yield of 100 bps.
Impact on valuations of a 10% change in ERV Impact on valuations of 100 bps change in yield
Retail asset valuation £m Increase Decrease 10% Increase 1.0% Decrease 1.0%
10%
Asset Type
£m £m £m
£m
Retail parks 132.8 10.2 (10.1) (14.6) 19.5
Shopping Centres - Core 234.5 17.7 (16.2) (20.7) 26.2
Shopping Centres - Regeneration 128.9 12.6 (12.3) (15.9) 21.0
Shopping Centres - Work Out 34.4 4.3 (4.3) (4.4) 5.4
High street and other 3.2 0.5 (0.5) (0.4) 0.5
533.8 45.3 (43.4) (56.0) 72.6
Reconciliation to net valuation movement in consolidated statement of
comprehensive income
Net valuation movement in investment properties 2025 2024
£m
£m
Net valuation movement in investment properties 2.2 (13.7)
Net valuation movement in right of use asset (0.1) (0.2)
Net valuation movement in consolidated statement of comprehensive income 2.1 (13.9)
Reconciliation to properties at valuation in the portfolio
Note 2025 2024
£m
£m
Investment property 14 887.5 533.8
Properties held in associates 16 10.0 10.0
Properties at valuation 897.5 543.8
15. Investments in joint ventures
As at 31 March 2025 the Group has no joint ventures (31 March 2024: one joint
venture).
2025 2024
£m
£m
Opening balance 0.1 23.8
Disposals - (23.3)
Group's share of profit after taxation excluding valuation movement - 0.5
Net valuation movement - -
Dividends (0.1) (0.9)
Investment in joint venture - 0.1
Name Country of incorporation 2025 2024
% Holding
% Holding
NewRiver Retail Investments LP (NRI LP) Guernsey - 50
NewRiver Retail (Napier) Limited (Napier) UK - -
The Group is the appointed asset manager on behalf of these joint ventures and
receives asset management fees, development management fees and
performance-related bonuses.
NewRiver Retail Investments LP has a 31 December year end and was wound up in
the year ended 31 March 2025. The aggregate amounts recognised in the
consolidated balance sheet and consolidated statement of comprehensive income
at 31 March are as follows:
Consolidated balance sheet 2025 2024
Total Group's share Total Group's
£m
£m £m share
£m
Non-current assets - - - -
Current assets - - 0.3 0.1
Current liabilities - - - -
Liabilities due in more than one year - - - -
Net assets - - 0.3 0.1
Loan to joint venture - - - -
Net assets adjusted for loan to joint venture - - 0.3 0.1
The table above provides summarised financial information for the joint
ventures. The information disclosed reflects the amounts presented in the
financial statements of the joint ventures. To arrive at the Group's share of
these amounts under equity accounting, certain minor adjustments are required
to be made.
The Group's share of contingent liabilities in the joint venture is £nil (31
March 2024: £nil).
Consolidated statement of comprehensive income 2025 2024
Total Group's share Total Group's
£m
£m
£m
share
£m
Revenue - - 1.4 0.7
Property operating expenses - - - -
Net property income - - 1.4 0.7
Administration expenses - - (0.1) (0.1)
Net finance costs - - (0.1) (0.1)
Group's share of joint ventures' profit before valuation movements - - 1.2 0.5
Net valuation movement - - - -
Profit on disposal of investment property - - - -
Profit after taxation - - 1.2 0.5
Add back net valuation movement - - - -
Group's share of joint ventures' profit before valuation movements - - 1.2 0.5
16. Investments in associates
The Group has one direct investment in an associate entity in which it has a
10% stake, Sealand S.à.r.l, which owns 100% of NewRiver Retail (Hamilton)
Limited and NewRiver (Sprucefield) Limited at 31 March 2025.
2025 2024
£m
£m
Opening balance 5.6 5.5
Dividends (0.4) (0.2)
Group's share of profit after taxation excluding valuation movement 0.2 0.3
Net valuation movement (0.1) -
Investment in associates 5.3 5.6
Name Country of incorporation 2025 2024
% Holding
% Holding
NewRiver Retail (Hamilton) Limited (Hamilton) UK 10 10
NewRiver (Sprucefield) Limited (Sprucefield) UK 10 10
The Group is the appointed asset manager on behalf of Sealand S.à.r.l and
receives asset management fees, development management fees and
performance-related bonuses.
The aggregate amounts recognised in the consolidated balance sheet and
consolidated statement of comprehensive income are as follows:
31 March 2025 31 March 2024
Consolidated balance sheet
Total Group's share Total Group's
£m
£m
£m
share
£m
Non-current assets 100.3 10.0 100.0 10.0
Current assets 8.7 0.8 6.6 0.7
Current liabilities (39.2) (3.9) (36.1) (3.6)
Liabilities due in more than one year (48.2) (4.8) (47.4) (4.7)
Net assets 21.6 2.1 23.1 2.4
Loans to associates - 3.2 - 3.2
Net assets adjusted for loans to associates 21.6 5.3 23.1 5.6
The Group's share of contingent liabilities in the associates is £nil (31
March 2024: £nil).
Consolidated statement of comprehensive income 2025 2025 2024 2024
Total
Group's share
Total
Group's
£m
£m
£m
share
£m
Revenue 8.4 0.8 8.4 0.8
Property operating expenses (2.1) (0.2) (0.4) -
Net property income 6.3 0.6 8.0 0.8
Administration expenses (0.2) - (0.1) -
Net finance costs (5.1) (0.5) (4.9) (0.5)
1.0 0.1 3.0 0.3
Net valuation movement (0.5) (0.1) (0.4) -
Profit on disposal of investment property 2.0 0.2 - -
Taxation (1.4) (0.1) (0.4) -
Profit after taxation 1.1 0.1 2.2 0.3
Add back net valuation movement 0.5 0.1 0.4 -
Group's share of associates' profit before valuation movements 1.6 0.2 2.6 0.3
17. Acquisitions
On 10 December 2024 the Company acquired 100% of the share capital of Capital
& Regional plc and subsidiaries for total consideration of £150.9
million. The fair value of net assets acquired was £164.6 million. The
acquisition has been accounted for as an asset acquisition and the difference
between the consideration paid and the net assets acquired, representing a
price discount of £13.7 million, has reduced the cost of investment property
acquired.
£m
Cash 73.3
Shares 77.6
Total consideration 150.9
£m
Transaction costs 8.5
Total consideration including transaction costs 159.4
£m
Investment property 344.7
Cash and cash equivalents 25.8
Bank loans (199.0)
Other net assets and liabilities (12.1)
Total net assets 159.4
On 3 July 2024 the Company acquired 100% of the share capital of Ellandi
Management Limited (Ellandi) and subsidiaries, an asset and development
management business focused on UK retail and regeneration.
As a result of the acquisition, the Group is expected to grow its third party
asset management, capital partnership and regeneration business.
The Group also expects to reduce costs through combining the operations of the
Group and Ellandi.
The Goodwill of £3.6 million arising from the acquisition consists largely of
synergies from integrating the Ellandi asset management platform with the
existing NewRiver asset management platform to enhance the knowledge base,
data analytical capacity and third party support networks through the combined
platform. An intangible asset of £1.2 million in respect of customer
relationships was recognised on acquisition. Intangible assets arising on
business combinations are initially recognised at fair value. Goodwill is not
amortised but is tested at least annually for impairment. Intangible assets
arising on business combinations are amortised on a straight line basis to the
income statement over their expected useful lives, management consider this to
be a three year period. In the year ended 31 March 2025 the Group recognised
an amortisation charge to intangible assets of £0.3 million (2024: £nil).
The following table summarises the consideration paid, and the fair value of
the assets acquired, and liabilities assumed at acquisition date.
£m
Cash and cash equivalents 1.1
Current assets 2.0
Current liabilities (0.9)
Intangible asset 1.2
Fair value of acquired interest in net assets in subsidiaries 3.4
Total consideration 7.0
Goodwill 3.6
£m
Intangible asset on acquisition 1.2
Less: amortisation (0.3)
Intangible asset as at 31 March 2025 0.9
18. Trade and other receivables
2025 2024
£m
£m
Trade receivables 5.0 1.4
Restricted monetary assets 5.0 4.6
Service charge receivables* 2.6 0.7
Other receivables 0.8 1.0
Prepayments 5.1 1.2
Accrued income 3.6 2.5
22.1 11.4
*Included in service charge receivables is £3.2 million of service charge
debtors (2024: £1.5 million) and £0.6 million of bad debt provision (2024:
£0.8 million).
Trade receivables are shown net of a loss allowance of £2.4 million (2024:
£1.9 million). Other receivables are shown net of a loss allowance of £nil
(2024: £0.1 million). The provision for doubtful debts is calculated as an
expected credit loss on trade receivables in accordance with IFRS 9. The
release to the consolidated statement of comprehensive income in relation to
doubtful debts made against tenant debtors was £0.2 million (2024: £0.1
million charge). The Group has calculated the expected credit loss by applying
a forward-looking outlook to historical default rates.
The Group monitors rent collection and the ability of tenants to pay rent
receivables in order to anticipate synergies from integrating the Ellandi
asset management platform with the existing NRR asset management platform to
enhance the knowledge base, data analytical capacity and third party support
networks through the combined platforms minimise the impact of default by
tenants. All outstanding rent receivables are regularly monitored. In order to
measure the expected credit losses, trade receivables from tenants have been
grouped on a basis of shared credit risk characteristics and an assumption
around the tenants' ability to pay their receivable, based on conversations
held and our knowledge of their credit history. The expected credit loss rates
are based on historical payment profiles of tenant debtors and corresponding
historical credit losses.
2025 2024
£m
£m
Opening loss allowance at 1 April 1.9 3.0
(Decrease) / increase in loss allowance recognised in the consolidated (0.2) 0.1
statement of comprehensive income during the year in relation to tenant
debtors
Loss allowance utilisation 0.7 (1.2)
Closing loss allowance at 31 March 2.4 1.9
The restricted monetary assets relates to cash balances which the Group cannot
readily access. They do not meet the definition of cash and cash equivalents
and consequently are presented separately from cash in the consolidated
balance sheet.
19. Cash and cash equivalents
As at 31 March 2025 and 31 March 2024 cash and cash equivalents comprised of
cash held in bank accounts and treasury deposits. There were no restrictions
on cash in either the current or prior year.
20. Trade and other payables
2025 2024
£m
£m
Trade payables 1.6 1.3
Service charge liabilities* 15.8 7.2
Other payables 7.9 3.1
Accruals 18.1 9.5
Value Added Taxation 1.8 0.3
Rent received in advance 8.2 4.9
53.4 26.3
* Service charge liabilities include accruals of £1.1 million (2024: £0.6
million), service charge creditors and other creditors of £12.2 million (2024
£3.8 million), Value added taxation of £0.3 million (2024: £0.9 million)
and deferred income of £2.2 million (2024: £1.9 million).
21. Borrowings
Maturity of drawn borrowings: 2025 2024
£m
£m
Between one and two years 140.0 -
Between two and three years 300.0 -
Between three and four years - 300.0
Between four and five years - -
Less unamortised fees / discount (3.0) (3.4)
437.0 296.6
The fair value of the Group's corporate bond has been estimated on the basis
of quoted market prices, representing Level 1 fair value measurement as
defined by IFRS 13 Fair Value Measurement. At 31 March 2025 the fair value was
£283.2 million (31 March 2024: £275.5 million).
As at 31 March 2025, the fair value of The Mall facility was £133.2 million.
Secured borrowings: Maturity date Facility Facility Unamortised facility fees / discount £m
£m
£m
drawn
£m
The Mall January 2027 140.0 140.0 (0.6) 139.4
140.0 140.0 (0.6) 139.4
Unsecured borrowings: Maturity date Facility Facility Unamortised facility fees / discount £m
£m
£m
drawn
£m
Revolving credit facility November 2026 100.0 - (0.8) (0.8)
Corporate bond March 2028 300.0 300.0 (1.6) 298.4
400.0 300.0 (2.4) 297.6
Total borrowings 540.0 440.0 (3.0) 437.0
22. Lease commitment arrangements
The Group earns rental income by leasing its investment properties to tenants
under non-cancellable lease commitments.
The Group holds three types of leases.
- Head leases: A number of the investment properties owned by the
Group are situated on land held through leasehold arrangements, as opposed to
the Group owning the freehold (investment property)
- Office leases: Office space occupied by the Group's head office
(property, plant and equipment)
- Snozone leases in Castleford, Milton Keynes and Madrid sites
(property, plant and equipment)
The lease liability and associated ROU asset recognised in the consolidated
balance sheet are set out below.
2025 2024
£m
£m
Right of use asset (Investment property) 51.5 74.9
Right of use asset (Property, plant and equipment) 18.1 0.7
Current lease liability 1.8 0.4
Non-current lease liability 71.8 75.2
Right of use assets (Property, plant and equipment) 2025 2024
£m
£m
Cost
Brought forward 1.1 1.1
Additions 18.2 -
Carried forward 19.3 1.1
Accumulated depreciation
Brought forward (0.4) (0.2)
Charge for the year (0.8) (0.2)
At 31 March 2025/2024 (1.2) (0.4)
Carrying value
Carried forward 18.1 0.7
Right of use asset (Investment property) 2025 2024
£m
£m
Fair value brought forward 74.9 75.8
Acquisitions 5.3 -
Disposals (3.7) -
Revaluation (0.1) (0.9)
Lease modification (24.9) -
Fair value carried forward 51.5 74.9
The expense relating to low value assets which have not been recognised under
IFRS 16 was £nil (March 2024: £nil) and the expense relating to variable
lease payments not included in the measurement of lease liabilities was £nil
(March 2024: £nil). The total cash outflow in relation to lease commitments
for the year was £3.6 million (March 2024: £2.4 million), £1.0 million
(2024: £0.4 million) relates to the repayment of principle lease liabilities
and £2.6 million (2024: £2.0 million) relates to the repayment of interest
on lease liabilities. Depreciation recognised on ROU assets during the year
was £0.8 million (2024: £0.2 million)
Lease liability maturity table
2025 2024
£m
£m
Within one year 1.8 0.4
Between one and two years 2.0 0.8
In the second to fifth year inclusive 1.8 0.6
After five years 68.0 73.8
73.6 75.6
Lease commitments payable by the Group are as follows:
2025 2024
£m
£m
Within one year 5.3 2.9
One to two years 4.6 2.9
Two to five years 13.3 8.8
After five years 1,285.6 247.8
1,308.8 262.4
Effect of discounting (1,235.2) (186.8)
Lease liability 73.6 75.6
At the balance sheet date the Group had contracted with tenants for the
following future minimum lease payments on its investment properties:
2025 2024
£m
£m
Within one year 65.3 47.3
Between one and two years 54.8 41.2
In the second to fifth year inclusive 100.4 88.3
After five years 214.5 147.3
435.0 324.1
The Group's weighted average lease length of lease commitments at 31 March
2025 was 5.8 years (March 2024: 5.2 years).
Operating lease obligations exist over the Group's offices, head leases on the
Group's retail portfolio and ground rent leases. Investment properties are
leased to tenants under operating leases with rentals payable monthly and
quarterly. Where considered necessary to reduce credit risk, the Group may
obtain bank guarantees for the term of the lease.
23. Share capital and reserves
Share capital
Ordinary shares Number of shares issued Price per share Total Held by EBT Shares in issue
m's
pence
No of shares (m)
No of shares (m)
No of shares (m)
1 April 2023 311.9 1.4 310.5
Scrip dividends issued 1.0 0.89 312.9 1.4 311.5
Shares issued under employee share schemes 1.2 - 312.9 0.2 312.7
Purchase of own shares (3.4) - 312.9 3.6 309.3
Shares issued under employee share schemes 0.3 - 312.9 3.3 309.6
Scrip dividends issued 0.8 0.82 313.7 3.3 310.4
31 March 2024 313.7 3.3 310.4
Scrip dividends issued 1.8 0.77 315.5 3.3 312.2
Shares issued under employee share schemes 0.2 - 315.5 3.1 312.4
Equity placing and retail offer* 62.7 0.80 378.2 3.1 375.1
Shares issued under employee share schemes 0.7 - 378.2 2.4 375.8
Allotment of consideration shares** 98.3 0.79 476.5 2.4 474.1
Shares issued under employee share schemes 0.8 - 476.5 1.6 474.9
Scrip dividends issued 0.6 0.73 477.1 1.6 475.5
31 March 2025 477.1 1.6 475.5
*In September 2024, the Group raised £48.9 million of net proceeds for the
issue of 62.7 million shares. The share premium, representing the amount
received over the nominal value of shares, was £48.1 million. These newly
issued shares carry the same rights as the existing share capital.
**The Company issued 98.3 million ordinary shares as consideration for the
acquisition of Capital & Regional on 10 December 2024. The share premium,
representing the amount received over the nominal value of shares, was £76.6
million. These newly issued shares carry the same rights as the existing share
capital.
All shares issued and authorised are fully paid up.
Merger reserve
The merger reserve arose as a result of a group reorganisation in 2016 and
represents the nominal amount of share capital that was issued to shareholders
of NewRiver Retail Limited.
In December 2024 the Company acquired Capital & Regional. Some of the
consideration was paid in equity shares of the Company. The difference
between the nominal value of the shares issued and the cost of the net asset
acquired was recorded in the merger reserve.
Share premium
Share premium represents amounts subscribed for a share in excess of nominal
value less directly attributable issue costs.
Retained earnings
Retained earnings consist of the accumulated net comprehensive profit of the
Group, less dividends paid from distributable reserves, and transfers from
equity issues where those equity issues generated distributable reserves.
Scrip dividend shares
Shares issued in respect of elections to participate in the Scrip Dividend
scheme in respect of dividends declared in the year, the value of these was
£1.8 million (2024: £1.6 million). The Scrip Dividend Scheme was re-approved
on 26 July 2023. The scheme provides shareholders of NewRiver Ordinary shares
with the opportunity, at the shareholders election and where offered by the
Company, to elect to receive dividends as New Ordinary shares in the Company
instead of their cash dividend, with no dealing charges or stamp duty
incurred.
Shares held in Employee Benefit Trust (EBT)
As part of the group reorganisation in 2016, the Company established an EBT
which is registered in Jersey. The EBT, at its discretion, may transfer shares
held by it to directors and employees of the Company and its subsidiaries. The
maximum number of ordinary shares that may be held by the EBT may not exceed
5% of the Company's issued share capital. It is intended that the EBT will not
hold more ordinary shares than are required in order to satisfy share options
granted under employee share incentive plans.
As at 31 March 2025 there are 1,624,929 ordinary shares held by EBT (2024:
3,317,218).
24. Share-based payments
The Group has two share schemes for employees:
- Performance Share Scheme
- Deferred bonus scheme
Performance Share Scheme
Zero priced share options have been issued to senior management and executive
directors under the Performance Share Scheme since 2013. The options vest to
the extent that performance conditions are met over a three or five-year
period. At the end of the period there may be a further vesting condition that
the employee or director remains an employee of the Group. Further details on
the scheme and the performance conditions are provided in the Remuneration
Report. The charge for the year recognised in the consolidated statement of
comprehensive income was £0.8 million (March 2024: £0.7 million). The
average share price on the date the awards were exercised in the year was 80.3
pence per share.
Financial year issued Fair value at date of grant Outstanding at start of year Granted Number Lapsed/ Outstanding at end of yea Number exercisable Average remaining life (years)
Exercised
Cancelled
millions millions
millions millions
millions millions
2021 0.37 0.4 - (0.1) - 0.3 - -
2022 0.19 3.2 0.2 (1.0) (1.6) 0.8 - -
2023 0.64 2.9 0.3 - - 3.2 - 0.4
2024 0.66 2.8 0.2 - - 3.0 - 1.3
2025 0.40 - 3.2 - - 3.2 - 2.2
9.3 3.9 (1.1) (1.6) 10.5 - -
Deferred Bonus Scheme
Zero priced share options have been issued to senior management and executive
directors under the Deferred Bonus Scheme since 2016. The options vest based
on the employee or director remaining in the employment of the Group for a
defined period (usually two years). The charge for the year recognised in the
consolidated statement of comprehensive income for this scheme was £0.7
million (March 2024: £0.5 million).
Financial year issued Share price at date of grant Outstanding at start of year Granted Number Lapsed/ Outstanding at end of year Number exercisable Average remaining life (years)
Exercised
Cancelled
millions millions
millions millions
millions millions
2018 1.77 0.1 - - - 0.1 - -
2019 1.78 0.1 - - - 0.1 - -
2020 0.63 - - - - - - -
2021 0.78 - - - - - - -
2022 0.73 - - - - - - -
2023 0.85 0.7 - - - 0.7 - -
2024 0.89 0.7 0.1 - - 0.8 - 0.3
2025 0.89 - 0.6 - - 0.6 - 1.2
1.6 0.7 - - 2.3 - -
Fair value
The fair value of the share options has been calculated based on a Monte Carlo
Pricing Model which simulates the below market related conditions and compares
them against those of the Comparator Group:
2025 2024
Share price 0.82 0.89
Exercise price Nil Nil
Expected volatility 26.4% 34%
Risk free rate 4.900% 4.980%
Expected dividends* 0% 0%
*based on quoted property sector average.
Expected volatility is determined by calculating the two year volatility of
the Group and the Total Shareholder Return Comparator Group. The risk free
interest rate is the implied yield on zero coupon government bonds with a
remaining term equal to the expected term of the Awards from the Grant Date.
25. Financial instruments and risk management
The Group's activities expose it to a variety of financial risks in relation
to the financial instruments it uses: market risk including cash flow interest
rate risk, credit risk and liquidity risk. The financial risks relate to the
following financial instruments: trade receivables, cash and cash equivalents,
trade and other payables, borrowings and derivative financial instruments.
Risk management parameters are established by the Board on a
project-by-project basis. Reports are provided to the Board quarterly and also
when authorised changes are required.
Financial instruments
2025 2024
£m
£m
Financial assets
Financial assets at amortised cost
Trade and other receivables 14.1 7.7
Cash and cash equivalents 61.3 132.8
Total financial assets and maximum exposure to credit risk 75.4 140.5
Financial liabilities
At amortised cost
Borrowings (437.0) (296.6)
Lease liabilities (73.6) (75.6)
Payables and accruals (40.9) (18.1)
(551.5) (390.3)
(476.1) (249.8)
The fair value of the financial assets and liabilities at amortised cost are
considered to be the same as their carrying value, with the exception of
certain fixed rate borrowings, see note 21 for further details. None of the
financial instruments above are held at fair value
Market risk
Currency risk
The Group is subject to foreign currency risk as nearly all transactions are
in Pounds Sterling, other than a small operation in Spain which operates in
Euros.
Interest rate risk
At 31 March 2025 the Group has no interest rate risk as it has no drawn debt
that is subject to variable interest rates and no open derivatives in
controlled entities.
There would be no impact on finance costs to the Group, in the year or in the
prior year, if interest rates increase or decrease as the Group has no drawn
variable rate debt.
Credit risk
The Group's principal financial assets are cash, trade receivables and other
receivables.
Credit risk, being the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group, is primarily
attributable to loans and trade and other receivables, which are principally
amounts due from tenants. The Group manages its credit risk through policies
to ensure that rental contracts are made with tenants meeting appropriate
balance sheet covenants, supplemented by rental deposits or bank guarantees
from international banks. The Group may suffer a void period where no rents
are received. The quality of the tenant is assessed based on an extensive
tenant covenant review scorecard prior to acquisition of the property. The
assessment of the tenant credit worthiness is also monitored on an ongoing
basis. Credit risk is assisted by the vast majority of occupational leases
requiring that tenants pay rentals in advance. The Group monitors rent
collection in order to anticipate and minimise the impact of default by
tenants. All outstanding rent receivables are regularly monitored. In order to
measure the expected credit losses, trade receivables from tenants have been
grouped by shared credit risk characteristics and an assumption around the
tenants' ability to pay their receivable, based on conversations held and our
knowledge of their credit history. The expected loss rates are based on
historical payment profiles of tenant debtors and corresponding historical
credit losses. These historical loss rates are then adjusted to reflect the
likelihood that tenants will pay. The Group's policy is to write off tenant
debtors when the tenant is in administration or has vacated the unit.
Ageing of past due gross trade receivables and the carrying amount net of loss
allowances is set out below:
2025 2025 2025 2025 2024 2024 2024 2024
Gross amount
Loss allowance
% applied
Carrying amount
Gross amount
Loss allowance
% applied
Carrying amount
£m
£m
£m
£m £m £m
0-30 days 1.4 0.5 36% 0.9 1.2 0.4 36% 0.8
30-60 days 0.2 0.1 50% 0.1 0.3 0.1 33% 0.2
60-90 days 0.2 0.1 50% 0.1 0.1 0.1 100% -
90-120 days 0.1 0.1 100% - 0.3 0.1 33% 0.2
Over 120 days 0.8 0.7 88% 0.1 1.4 1.2 86% 0.2
2.7 1.5 1.2 3.3 1.9 1.4
The Group's total expected credit loss in relation to trade receivables, other
receivables and accrued income is £2.4 million (2024: £2.3 million). The
Group recognises an expected credit loss allowance on trade receivables of
£1.5 million (2024: £1.9 million) as noted in the above table.
The Group categorises trade debtors in varying degrees of risk, as detailed
below:
2025 2024
£m
£m
Risk level
Very high 0.8 1.4
High 0.1 0.3
Medium 0.4 0.4
Low 1.4 1.2
Gross carrying amount before loss allowance 2.7 3.3
Loss allowance (1.5) (1.9)
Carrying amount 1.2 1.4
The Group monitors its counterparty exposures on cash and short-term deposits
weekly. The Group monitors the counterparty credit rating of the institutions
that hold its cash and deposits and spread the exposure across several banks.
Liquidity risk
The Group manages its liquidity risk by maintaining sufficient cash balances
and committed credit facilities. The Board reviews the credit facilities in
place on a regular basis. Cash flow reports are issued weekly to management
and are reviewed quarterly by the Board. A summary table with maturity of
financial liabilities is presented below:
2025 £m Less than One to two Two to five More than Total
one year
years
years
five years
Borrowings - (140.0) (300.0) - (440.0)
Interest on borrowings (15.4) (14.2) (9.7) - (39.3)
Lease liabilities (5.3) (4.6) (13.3) (1,285.6) (1,308.8)
Payables and accruals (40.9) - - - (40.9)
(61.6) (158.8) (323.0) (1,285.6) (1,829.0)
2024 £m
Borrowings - - (300.0) - (300.0)
Interest on borrowings (10.5) (10.5) (20.2) - (41.2)
Lease liabilities (2.9) (2.9) (8.8) (247.8) (262.4)
Payables and accruals (18.1) - - - (18.1)
(31.5) (13.4) (329.0) (247.8) (621.7)
Reconciliation of movement in the Group's share of net debt in the year 2025 2024
£m
£m
Group's share of net debt at the beginning of year 167.3 201.3
Cash flow
Net decrease / (increase) in cash and cash equivalents 71.5 (24.2)
New bank loans acquired (non-cash movement) 199.0 -
Bank loans repaid - principal (59.0) -
Bank loans repaid - settlement of associated derivatives 1.0 -
Bank loans repaid - write off of unamortised fees (non cash movement) (0.9) -
Change in bank loan fees to be amortised (non-cash movement) 0.4 (0.1)
Group's share of joint ventures' and associates' cash flow
Net (increase) / decrease in cash and cash equivalents (0.4) 2.2
Bank loans repaid - (11.9)
New bank loans 0.3 -
Group's share of net debt 379.2 167.3
Being:
Group borrowings 437.0 296.6
Group's share of joint ventures' and associates' borrowings 4.3 3.9
Group cash (61.3) (132.8)
Group's share of joint venture and associate cash (0.8) (0.4)
Group's share of net debt 379.2 167.3
Changes in liabilities arising from financing activities 2025 2024
£m
£m
Liabilities arising from financing activities at the beginning of the year 239.4 264.8
Cash flow
Net decrease / (increase) in cash and cash equivalents 71.5 (24.2)
New bank loans acquired (non-cash movement) 199.0 -
Bank loans repaid (59.0) -
Bank loans repaid - settlement of associated derivatives 1.0 -
Bank loans repaid - write off of unamortised fees (non cash movement) (0.9) -
Repayment of principal portion of lease liability (1.0) (0.4)
Disposal (non-cash movement) (3.7) (0.7)
Lease modifications (non-cash movement) (24.9) -
Leases acquired on acquisition of Capital & Regional (non-cash movement) 27.5 -
Change in bank loan fees to be amortised (non-cash movement) 0.4 (0.1)
Liabilitites arising from financing activities 449.3 239.4
Being:
Borrowings 437.0 296.6
Cash (61.3) (132.8)
Lease liabilities 73.6 75.6
Liabilities arising from financing activities 449.3 239.4
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to provide returns to shareholders and
to maintain an optimal capital structure to reduce the cost of capital. The
Group is not subject to any external capital requirements. As detailed in note
11, the Group is a REIT and to qualify as a REIT the Group must distribute 90%
of its taxable income from its property business.
To maintain or adjust the capital structure, the Group may adjust the amount
of dividends paid to shareholders, return capital to shareholders, issue new
shares or sell assets. Consistent with others in the industry, the Group
monitors capital on the basis of its gearing ratio. This ratio is calculated
as net debt divided by equity. Net debt is calculated as total borrowings,
less cash and cash equivalents on a proportionately consolidated basis.
Between 31 March 2024 and 31 March 2025, the Group's proportionally
consolidated LTV decreased from 30.8% to 42.3% and the gearing ratio from
45.4% to 76.7% mainly as a result of the Capital & Regional acquisition.
The Group continually monitors LTV and will continue to monitor LTV closely,
factoring in disposal activity and possible further valuation declines as
disclosed in Note 1. The Group has remained compliant with all of its banking
covenants during the year as discussed in Note 1.
Net debt to equity ratio 2025 2024
£m
£m
Borrowings 437.0 296.6
Cash and cash equivalents (61.3) (132.8)
Net debt 375.7 163.8
Equity attributable to equity holders of the parent 490.1 361.1
Net debt to equity ratio ('Balance sheet gearing') 76.7% 45.4%
Share of joint ventures' and associates' borrowings 4.3 3.9
Share of joint ventures' and associates' cash and cash equivalents (0.8) (0.4)
Group's share of net debt 379.2 167.3
Carrying value of investment property 887.5 533.8
Share of joint ventures' and associates carrying value of investment 10.0 10.0
properties
Group's share of carrying value of investment properties 897.5 543.8
Net debt to property value ratio ('Loan to value') 42.3% 30.8%
Reconciliation of financial liabilities
Reconciliation of financial liabilities Lease liabilities Borrowings Total
£m
£m
£m
As at 1 April 2024 75.6 296.6 372.2
Decrease through financing cash flows
New borrowings - 140.0 140.0
Repayment of principal portion of lease liability (1.0) - (1.0)
Lease modifications (24.9) - (24.9)
Leases acquired on acquisition of Capital & Regional 27.6 - 27.6
Disposal (3.7) - (3.7)
Loan amortisation - 0.4 0.4
As at 31 March 2025 73.6 437.0 510.6
Reconciliation of financial liabilities Lease Borrowings Total
liabilities
£m
£m
£m
As at 1 April 2023 76.7 296.7 373.4
Decrease through financing cash flows
Repayment of principal portion of lease liability (0.4) - (0.4)
Disposal (0.7) - (0.7)
Loan amortisation - (0.1) (0.1)
As at 31 March 2024 75.6 296.6 372.2
26. Contingencies and commitments
The Group has no material contingent liabilities (31 March 2024: None). The
Group was contractually committed to £2.8 million of capital expenditure to
construct or develop investment property as at 31 March 2025 (2024: £0.7
million).
27. Related party transactions
Transactions between the Company and its subsidiaries have been eliminated on
consolidation and are not disclosed in this note.
During the year the Company paid £1.5 million (2024: £0.8 million) in
professional legal fees to CMS Cameron McKenna Nabarro Olswang LLP for
property services at commercial market rates. Allan Lockhart, CEO of NewRiver,
has a personal relationship with one of the Partners at CMS who along with
other Partners provides these legal services. There was £0.2 million
outstanding at 31 March 2025 (2024: £nil).
The Group has loans with associates of £3.2 million (31 March 2024: £3.2
million).
Management fees are charged to joint ventures and associates for asset
management, investment advisory, project management and accounting services.
Total fees charged were:
2025 2024
£m
£m
NewRiver Retail (Hamilton) Limited 0.2 0.2
NewRiver (Sprucefield) Limited 0.2 0.2
As at 31 March 2025, an amount of £0.6 million (2024: £0.3 million) was due
to the Group relating to management fees.
During the year, the Group recognised £0.2 million of interest from joint
ventures and associates (2024: £0.2 million) and as at 31 March 2025 the
amount owing to the Group was £nil (2024: £0.2 million).
Key management personnel
The remuneration of key management personnel (comprising of the Executive
Directors, Non-Executive Directors and Executive Committee) of the Group is
set out below in aggregate for each of the categories specified in IAS 24
'Related Party Disclosures.'
2025 2024
£m
£m
Short-term employee benefits 3.7 2.9
Share-based payments 0.9 0.9
Other - including post-employment benefits 0.1 0.1
4.7 3.9
All transfer of resources, services or obligations between the Company and
these parties have been disclosed, regardless of whether a price is charged.
We are unaware of any other related party transactions between related
parties.
Related party relationships and transactions have been accounted for and
disclosed in accordance with the requirements of IFRSs or other requirements,
for example, the Companies Act 2006.
28. Post balance sheet events
On May 22 2025, the Group completed the disposal of Jersey Property Unit
Trust, New River Retail Property Unit Trust No. 6, which owns the Abbey
Centre, Newtownabbey. The gross proceeds of £58.8 million were in line with
the net book value of the property.
There were no other significant events occurring after the reporting period,
but before the financial statements were authorised for issue.
SUPPLEMENTARY INFORMATION: ALTERNATIVE PERFORMANCE MEASURES (APMs) (Unaudited)
In addition to information contained in the Group financial statements,
Alternative Performance Measures ('APMs'), being financial measures which are
not specified under IFRS, are also used by management to assess the Group's
performance. These include a number of measures contained in the 'Financial
Statistics' table at the beginning of this document and do not form part of
the financial statements. These APMs include a number of European Public Real
Estate Association ('EPRA') measures, prepared in accordance with the EPRA
Best Practice Recommendations reporting framework. We report these because
management considers them to improve the transparency and relevance of our
published results as well as the comparability with other listed European real
estate companies.
The table below identifies the APMs used in this statement and provides the
nearest IFRS measure where applicable, and where in this statement an
explanation and reconciliation can be found.
APM Nearest IFRS measure Explanation and reconciliation
Underlying Funds From Operations ('UFFO') and UFFO per share Profit / (Loss) for the period after taxation Note 12 of the Financial Statements
EPRA Net Tangible Assets ('NTA') and EPRA NTA per share Net Assets Note 12 of the Financial Statements
Dividend cover N/A 'Financial Policies' section of the 'Finance Review'
Admin cost ratio N/A Note 6 of the Financial Statements
Interest cover N/A Glossary
Net debt: EBITDA ratio N/A Glossary
EPRA EPS IFRS Basic EPS Note 12 of the Financial Statements
EPRA NIY N/A 'EPRA performance measures' section of this document
EPRA 'topped-up' NIY N/A 'EPRA performance measures' section of this document
EPRA Vacancy Rate N/A 'EPRA performance measures' section of this document
Total Accounting Return N/A Glossary
Total Property Return N/A Glossary
Weighted average cost of debt N/A 'Financial Policies' section of the 'Finance review'
Weighted average debt maturity N/A 'Financial Policies' section of the 'Finance review'
Loan to Value N/A 'Financial Policies' section of the 'Finance review'
EPRA PERFORMANCE MEASURES
The information in this section is unaudited and does not form part of the
consolidated primary statements of the company or the notes thereto.
Introduction
Below we disclose financial performance measures in accordance with the
European Public Real Estate Association ('EPRA') Best Practice Recommendations
which are aimed at improving the transparency, consistency and relevance of
reporting across European Real Estate companies.
This section sets out the rationale for each performance measure as well as
how it is measured. A summary of the performance measures is included in the
following tables
FY25 FY24
EPRA Earnings Per Share (EPS) 7.5p 7.4p
EPRA Cost Ratio (including direct vacancy costs) 41.7% 36.9%
EPRA Cost Ratio (excluding direct vacancy costs) 38.9% 33.8%
March 2025 March 2024
EPRA NRV per share 115p 127p
EPRA NTA per share 102p 115p
EPRA NDV per share 107p 123p
EPRA LTV 46.1% 34.1%
EPRA NIY 6.8% 7.1%
EPRA 'topped-up' NIY 7.1% 7.5%
EPRA Vacancy Rate 3.9% 2.1%
EPRA Earnings Per Share: 7.5p
Definition
Earnings from operational activities
Purpose
A key measure of a company's underlying operating results and an indication of
the extent to which current dividend payments are supported by earnings
FY25 FY24
(£m)
(£m)
Earnings per IFRS income statement 23.7 3.0
Adjustments to calculate EPRA Earnings, exclude:
Changes in value of investment properties, development properties held for (2.1) 13.9
investment and other investment interests
Deferred tax 3.0 -
Profits or losses on disposal of investment properties, development properties 0.9 6.1
held for investment and other investment interests
Adjustments related to non-operating and exceptional items* 3.0 -
Adjustments to above in respect of joint ventures (unless already included (0.1) (0.1)
under proportional consolidation)
EPRA Earnings 28.4 22.9
Basic number of shares 376.3m 311.4m
EPRA Earnings per Share (EPS) 7.5p 7.4p
*Adjustments related to non-operating and exceptional items include £0.7
million expenses relating to the acquisition of Ellandi, £0.3 million
amortisation of the intangible asset recognised on the acquisition of Ellandi,
£0.9 million write off of unamortised costs following repayment of three
Capital & Regional secured debt facilities totalling £59 million
immediately post transaction completion and £1.1 million net costs in
relation to unlocking expected net cost synergies following the acquisition of
Capital & Regional
Reconciliation of EPRA Earnings to Underlying Funds From Operations (UFFO)
FY25 FY24
(£m)
(£m)
EPRA Earnings 28.4 22.9
Share-based payment charge 1.5 1.5
Forward-looking element of IFRS 9 0.1 -
Snozone amortisation and depreciation 0.7 -
Snozone lease liability interest (0.2) -
Underlying Funds From Operations (UFFO) 30.5 24.4
Basic number of shares 376.3m 311.4m
UFFO per share 8.1p 7.8p
EPRA NRV per share: 115p; EPRA NTA per share: 102p; EPRA NDV per share: 107p
Definition
Net Asset Value 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.
Purpose
Makes adjustments to 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.
31 March 2025 EPRA NRV EPRA NTA EPRA NDV
(£m) (£m) (£m)
IFRS Equity attributable to shareholders 490.1 490.1 490.1
Fair value of financial instruments - - -
Deferred tax in relation to fair value gains of Investment Property 0.9 0.9 -
Fair value of debt - - 23.6
Goodwill - (3.6) -
Intangible asset - (0.9) -
Purchasers' costs 60.1 - -
EPRA NRV / NTA / NDV 551.1 486.5 513.7
Fully diluted number of shares 478.9 478.9 478.9
EPRA NRV / NTA / NDV per share 115p 102p 107p
31 March 2024 EPRA NRV EPRA NTA EPRA NDV
(£m)
(£m)
(£m)
IFRS Equity attributable to shareholders 361.1 361.1 361.1
Fair value of financial instruments (0.1) (0.1) -
Deferred tax in relation to fair value gains of Investment Property 0.8 0.8 -
Fair value of debt - - 24.5
Purchasers' costs 36.8 - -
EPRA NRV / NTA / NDV 398.6 361.8 385.6
Fully diluted number of shares 313.3m 313.3m 313.3m
EPRA NRV / NTA / NDV per share 127p 115p 123p
EPRA LTV: 46.1%
Definition
EPRA LTV is the ratio of gross debt, net payables less cash and cash
equivalents to the aggregate value of properties. LTV is expressed on a
proportionally consolidated basis.
Purpose
EPRA LTV introduces a consistent and comparable metric for the real estate
sector, with the aim to assess the gearing of the shareholder equity within a
real estate investment company.
31 March 2025 Group Share of Joint Ventures Share of Total
(£m) (£m) Associates (£m)
(£m)
Borrowings from financial institutions - - (4.3) (4.3)
Corporate bond (300.0) - - (300.0)
Mall facility (140.0) - - (140.0)
Net (payables) / receivables (31.3) - (0.3) (31.6)
Cash and cash equivalents 61.3 - 0.8 62.1
Net Debt (A) (410.0) - (3.8) (413.8)
Investment property at fair value 887.5 - 10.0 897.5
Total Property Value (B) 887.5 - 10.0 897.5
EPRA LTV (A/B)* 46.2% 46.1%*
*EPRA LTV reduced to c.42.5% proforma for the £59 million post balance sheet
disposal of the Abbey Centre, Newtownabbey
31 March 2024 Group Share of Joint Ventures Share of Total
(£m) (£m) Associates (£m)
(£m)
Borrowings from financial institutions - - (4.0) (4.0)
Corporate bond (300.0) - - (300.0)
Net (payables) / receivables (14.9) 0.1 (0.1) (14.9)
Cash and cash equivalents 132.8 - 0.4 133.2
Net Debt (A) (182.1) 0.1 (3.7) (185.7)
Investment property at fair value 533.8 - 10.0 543.8
Total Property Value (B) 533.8 - 10.0 543.8
EPRA LTV (A/B) 34.1% 34.1%
EPRA NIY: 6.8%, EPRA 'topped-up' NIY: 7.1%
Definition
The basic EPRA NIY calculates the annualised rental income based on the cash
rents passing at the balance sheet date, less non-recoverable property
operating expenses, divided by the market value of the property, increased
with (estimated) purchasers' costs.
In respect of the 'topped-up' NIY, an adjustment to the EPRA NIY in respect of
the expiration of rent-free periods (or other unexpired lease incentives such
as discounted rent periods and step rents).
Purpose
A comparable measure for portfolio valuations to assist investors in comparing
portfolios.
March 2025 March 2024
(£m)
(£m)
Properties at valuation - wholly owned 887.5 533.8
Properties at valuation - share of Joint Ventures & Associates 10.0 10.0
Trading property (including share of Joint Ventures & Associates) - -
Less: Developments (10.0) (10.0)
Completed property portfolio 887.5 533.8
Allowance for estimated purchasers' costs and capital expenditure 90.8 40.5
Grossed up completed property portfolio valuation B 978.3 574.3
Annualised cash passing rental income 85.0 50.9
Property outgoings (18.5) (10.0)
Annualised net rents A 66.5 40.9
Add: Notional rent expiration of rent free periods or other lease incentives 2.7 2.4
Topped-up net annualised rent C 69.2 43.3
EPRA NIY A/B 6.8% 7.1%
EPRA 'topped-up' NIY C/B 7.1% 7.5%
EPRA Vacancy rate: 3.9%
Definition
Estimated Market Rental Value (ERV) of vacant space divided by ERV of the
whole portfolio, excluding development assets.
Purpose
A 'pure' (%) measure of investment property space that is vacant, based on
ERV.
March 2025 March 2024
(£m)
(£m)
Estimated Rental Value of vacant retail space A 2.9 1.0
Estimated Rental Value of total portfolio retail space B 74.4 47.8
EPRA Vacancy Rate A/B 3.9% 2.1%
The EPRA vacancy rate is based on the ratio of the aggregated estimated market rent for vacant retail units versus aggregated estimated market rent for all retail units in the portfolio, excluding properties under development and any units that are not classified as retail units (e.g. commercialisation activations and car parks). There are no significant distorting factors influencing the EPRA vacancy rate.
EPRA Cost Ratio (including direct vacancy costs): 41.7%
EPRA Cost Ratio (excluding direct vacancy costs): 38.9%
Definition
Administrative & operating costs (including & excluding costs of
direct vacancy) divided by gross rental income.
Purpose
A key measure to enable meaningful measurement of the changes in a company's
operating costs.
FY25 FY24
(£m)
(£m)
Administrative/operating expenses per IFRS 25.9 18.2
Net service charge costs/fees 5.6 4.0
Management fees less actual/estimated profit element (6.2) (2.5)
Share of Joint Ventures and associates expenses (net of other income) 0.2 0.1
Exclude (if part of the above):
Ground rent costs 0.7 0.4
EPRA Costs (including direct vacancy costs)* A 26.2* 20.2
Direct vacancy costs (1.8) (1.7)
EPRA Costs (excluding direct vacancy costs)* B 24.4* 18.5
Gross Rental Income less ground rents - per IFRS 62.0 53.3
Add: share of Joint Ventures and associates (Gross Rental Income less ground 0.8 1.5
rents)
EPRA Gross Rental Income C 62.8 54.8
EPRA Cost Ratio (including direct vacancy costs)* A/C 41.7%* 36.9%
EPRA Cost Ratio (excluding direct vacancy costs)* B/C 38.9%* 33.8%
*EPRA definition of costs includes £0.7 million exceptional expenses relating
to the acquisition of Ellandi, £0.3 million amortisation of the intangible
asset recognised on the acquisition of Ellandi and £1.1 million net costs in
relation to unlocking expected net cost synergies following the acquisition of
Capital & Regional. Excluding these items EPRA Cost Ratio (including
direct vacancy costs) and EPRA Cost Ratio (excluding direct vacancy costs)
would be 38.4% and 35.5% respectively.
In the current and prior year, employee costs in relation to staff time on
development projects have been capitalised into the base cost of relevant
development assets.
Reconciliation of EPRA Costs (including direct vacancy costs) to Net
Administrative expenses per IFRS
FY25 FY24
(£m)
(£m)
EPRA Costs (including direct vacancy costs) A 26.2 20.2
Exclude:
Ground rent costs (0.7) (0.4)
Exceptional costs(1) (0.7) -
Amortisation of intangibles(2) (0.3) -
Costs to unlock(3) (1.1) -
Share of Joint Ventures and associates property expenses (net of other income) (0.2) -
Other operating income/recharges intended to cover overhead expenses less any - -
related profits
Net service charge costs (5.6) (4.0)
Operating expenses (excluding service charge cost) (7.4) (5.8)
Tenant incentives (included within income) (0.2) (0.2)
Letting & legal costs (included within income) (1.3) (1.3)
Group's share of net administrative expenses as per IFRS D 8.7 8.5
EPRA Gross Rental Income C 62.6 54.8
Ground rent costs (0.7) (0.4)
Expected credit reversal 0.4 0.1
Surrender premiums and commissions (0.6) (0.7)
Other income - 0.4
Property rental, other income and related income as per IFRS E 61.7 54.2
Administrative cost ratio as per IFRS D/E 14.1% 15.7%
1. Exceptional costs comprise acquisition costs relating to the acquisition of
Ellandi
2. Amortisation of intangibles relates to the amortisation of the intangible
asset recognised on the acquisition of Ellandi
3. Costs to unlock comprise net costs in relation to unlocking expected net
cost synergies following the acquisition of Capital & Regional e.g.
redundancy and head office costs
Property related capital expenditure and tenant incentives (additional
disclosure)
Year ended Year ended
31 March 2025 31 March 2024
Group JVs & Associates Total Group Group JVs & Associates Total Group
£m
£m
£m
£m
£m £m
Acquisitions through the Capital & Regional transaction(1) 344.7 - 344.7 - - -
Development 0.2 - 0.2 0.2 - 0.2
Investment properties
Incremental lettable space 2.2 0.2 2.4 2.8 - 2.8
Non incremental lettable space 0.5 - 0.5 1.9 - 1.9
Capital contributions and tenant incentives(2) 1.9 - 1.9 1.0 - 1.0
Other material non-allocated types of expenditure(3) 5.0 - 5.0 - - -
Capitalised interest - - - - - -
Total property related capital expenditure and tenant incentives 354.5 0.2 354.7 5.9 - 5.9
Non-cash components of the Capital & Regional transaction(1) (288.7) - (288.7)
Conversion from accrual to cash basis (0.1) - (0.1) 0.2 - 0.2
Total property related capital expenditure and tenant incentives on cash basis 65.7 0.2 65.9 6.1 - 6.1
1. Acquisitions of £344.7 million (FY24: £nil) in the year comprise six
investment properties acquired through the Capital & Regional transaction,
funded by £81.8 million cash paid for the acquisition (including transaction
costs) net of £(25.8) million cash acquired from the acquisition, with Non
cash components of the transaction comprising £(77.6) million Share
consideration, £(199.0) million Bank loans and £(12.1) million Other net
assets and liabilities - see note 17 for further details
2. Capital contributions and tenant incentives above includes Tenant
incentives of £0.3 million (2024: £0.8 million) paid during the year net of
associated amortisation of £(0.2) million (2024: £(0.2) million) recognised
in the consolidated statement of comprehensive income
3. Other material non-allocated types of expenditure of £5.0 million (2024:
£nil) above relates to two new 999-year headleases acquired at Bexleyheath
providing far great flexibility for re-development
Refurbishment expenditure in respect of major works is capitalised whilst
renovation and refurbishment expenditure of a revenue nature is expensed as
incurred. Our business model for major works and developments is to use a
combination of in-house staff and external advisers. The cost of external
advisers is capitalised to the cost of major works and developments and
employee costs in relation to in-house staff time on major works and
developments are capitalised into the base cost of relevant assets subject to
meeting certain criteria related to the degree of time spent on and the nature
of specific projects. Staff costs amounting to £0.3 million (2024: £0.5
million) have been capitalised as such during the year.
Glossary
Admin cost ratio: Is the Group's share of net administrative expenses
(including its share of JV administrative expenses) divided by the Group's
share of property income (including its share of JV property income).
Associate: Is an entity in which the Group holds an interest and is
significantly influenced by the Group.
Average debt maturity: Is measured in years when each tranche of gross debt is
multiplied by the remaining period to its maturity and the result is divided
by total gross debt in issue at the period end. Average debt maturity is
expressed on a proportionally consolidated basis.
Balance sheet gearing: Is the balance sheet net debt divided by IFRS net
assets.
BRAVO: Is BRAVO Strategies III LLC, with which NewRiver formed a capital
partnership in May 2019 to acquire and manage a portfolio of retail assets in
the UK.
Book value: Is the amount at which assets and liabilities are reported in the
financial statements.
Cost of debt: Is the loan interest and derivative costs at the period end,
divided by total debt in issue at the period end. Cost of debt is expressed on
a proportionally consolidated basis.
CVA: Is a Company Voluntary Arrangement, a legally binding agreement that
allows a company to settle debts by paying only a proportion of the amount
that it owes to creditors (such as contracted rent) or to come to some other
arrangement with its creditors over the payment of its debts.
Dividend cover: Is Underlying Funds From Operations per share divided by
dividend per share declared in the period.
EBITDA: Earnings Before Interest, Tax, Depreciation and Amortisation
EPRA: Is the European Public Real Estate Association.
EPRA earnings: Is the IFRS profit after taxation excluding investment property
revaluations, fair value adjustments on derivatives, gains/losses on
disposals, deferred tax and adjustments relating to non-operating and
exceptional items.
EPRA earnings per share: Is EPRA earnings divided by the weighted average
basic number of shares in issue during the period.
EPRA Net Tangible Assets (EPRA NTA): Are the balance sheet net assets
excluding the mark to market on effective cash flow hedges and related debt
adjustments, deferred taxation on revaluations, goodwill, and diluting for the
effect of those shares potentially issuable under employee share schemes.
EPRA NTA per share: Is EPRA NTA divided by the diluted number of shares at the
period end.
EPRA LTV: Is the ratio of gross debt, net payables less cash and cash
equivalents to the aggregate value of properties. LTV is expressed on a
proportionally consolidated basis.
ERV growth: Is the change in ERV over a period on our investment portfolio
expressed as a percentage of the ERV at the start of the period. ERV growth is
calculated monthly and compounded for the period subject to measurement, as
calculated by MSCI Real Estate.
Estimated Rental Value (ERV): Is the external valuers' opinion as to the open
market rent which, on the date of valuation, could reasonably be expected to
be obtained on a new letting or rent review of a property.
Footfall: Is the annualised number of visitors entering our shopping centre
assets.
Gross Asset Value (GAV): Is the total value of all real estate investments
owned by the Company.
Group: Is NewRiver REIT plc, the Company and its subsidiaries and its share of
joint ventures (accounted for on an equity basis).
Head lease: Is a lease under which the Group holds an investment property.
IFRS: UK-adopted International Accounting Standards.
Income return: Is the income derived from a property as a percentage of the
property value.
Interest Cover Ratio: Interest cover is tested at corporate level and is
calculated by comparing actual net rental income received versus net cash
interest payable on a 12 month look-back basis.
Joint venture: Is an entity in which the Group holds an interest
on a long-term basis and is jointly controlled by the Group and one or more
ventures under a contractual arrangement whereby decisions on financial and
operating policies essential to the operation, performance and financial
position of the venture require each joint venture partner's consent.
Leasing events: Are long-term and temporary new lettings, lease renewals and
lease variations within investment and joint venture properties.
Like-for-like ERV growth: Is the change in ERV over a period on the standing
investment properties expressed as a percentage of the ERV at the start of the
period.
Like-for-like footfall: Is the movement in footfall against the same period in
the prior period, on properties owned throughout both comparable periods,
aggregated at 100% share.
Like-for-like net income: Is the change in net income on properties owned
throughout the current and previous periods under review. This growth rate
includes revenue recognition and lease accounting adjustments but excludes
properties held for development in either period, properties with guaranteed
rent reviews and asset management determinations.
Long-term leasing deals: Are leasing deals with a fixed term certain of at
least one year.
Loan to Value (LTV): Is the ratio of gross debt less cash, short-term
deposits, liquid investments and unamortised fees to the aggregate value of
properties and investments. LTV is expressed on a proportionally consolidated
basis.
Mark to market: Is the difference between the book value of an asset or
liability and its market value.
MSCI: MSCI Inc produces independent benchmarks of property returns and
NewRiver portfolio returns.
Net debt: Net debt is the principal value of gross debt less unamortised fees,
net of cash, short-term deposits and liquid investments.
Net debt: EBITDA Ratio: Net debt: EBITDA is tested at corporate level and is
calculated by comparing actual EBITDA received versus the average net debt on
a 12 month look-back basis and is expressed on a proportionally consolidated
basis.
Net Equivalent Yield (NEY): Is the net weighted average income return a
property will produce based upon the timing of the income received. In
accordance with usual practice, the equivalent yields (as determined by the
external valuers) assume rent received annually in arrears and on values
before deducting prospective purchaser's costs.
Net Initial Yield (NIY): Is the current annualised rent, net of costs,
expressed as a percentage of capital value, after adding notional purchaser's
costs.
Net rental income: Is the rental income receivable in the period after payment
of property outgoings. Net rental income will differ from annualised net rents
and passing rent due to the effects of income from rent reviews, property
outgoings and accounting adjustments for fixed and minimum contracted rent
reviews and lease incentives.
NewRiver share: Represents the Group's ownership on a proportionally
consolidated basis.
Occupational Cost Ratio (OCR): The OCR is calculated by comparing the
Occupational Costs associated with each unit, comprising the Rent payable,
Business Rates, Service Charges and Insurance premiums, with the Turnover
generated by the store on an annualised basis.
Passing rent: Is the gross rent payable under leases terms.
Portfolio valuation performance: Refers to the measurement of changes in the
value of a portfolio of investments over a specified period, based on periodic
revaluation of the underlying assets. It captures both realised and unrealised
gains or losses, reflecting market movements, valuation adjustments and other
factors affecting the fair value of the portfolio.
Pre-let: A lease signed with an occupier prior to the completion of a
development.
Pre-sale: A sale exchanged with a purchaser prior to completion of a
development.
Property Income Distribution (PID): As a REIT the Group is obliged to
distribute 90% of the tax-exempt profits. These dividends, which are referred
to as PIDs, are subject to withholding tax at the basic rate of income tax.
Certain classes of shareholders may qualify to receive the dividend gross. See
our website (www.nrr.co.uk) for details. The Group can also make other normal
(non-PID) dividend payments which are taxed in the usual way.
Proportionally consolidated: The aggregation of the financial results of the
Reported Group and the Group's share of net assets and net profits within its
joint ventures and associates.
Real Estate Investment Trust (REIT): Is a listed property company which
qualifies for and has elected into a tax regime, which exempts qualifying UK
property rental income and gains on investment property disposals from
corporation tax.
Rental value growth: Is the increase in the current rental value, as
determined by the Company's valuers, over the 12-month period on a
like-for-like basis.
Retail occupancy rate: Is the estimated rental value of let units expressed as
a percentage of the total estimated rental value of the portfolio, excluding
development units.
Risk-controlled development pipeline: Is the combination of all development
projects that the Company is currently pursuing or assessing for feasibility.
Our risk-controlled approach means that we will not commit to a new
development unless we have pre-let or pre-sold at least 70% by area.
Tenant (or lease) incentives: Are any incentives offered to occupiers to enter
into a lease. Typically the incentive will be an initial rent-free period, or
a cash contribution to fit-out or similar costs. Under accounting rules, the
value of lease incentives given to tenants is amortised through the Income
Statement on a straight-line basis to the lease expiry.
Total Accounting Return (TAR): Is the increase or decrease in EPRA NTA per
share plus dividends paid in the period, expressed as a percentage of EPRA NTA
per share at the beginning of the period.
Total Property Return (TPR): Is calculated as the change in capital value,
less any capital expenditure incurred, plus net income, expressed as a
percentage of capital employed over the period, as calculated by MSCI Real
Estate (formerly IPD). Total property returns are calculated monthly and
indexed to provide a return over the relevant period.
Topped-Up Net Initial Yield: Net initial yield adjusted to include notional
rent in respect of let properties which are subject to a rent free period at
the valuation date.
Underlying Funds From Operations (UFFO): is a measure of the Company's
operational profits, which includes other income and excludes one off or
non-cash adjustments, such as portfolio valuation movements, profits or losses
on the disposal of investment properties, fair value movements on derivatives,
Snozone depreciation, amortisation and lease liability interest on PPE,
exceptional costs and share-based payment expense.
Weighted average lease expiry (WALE): Is the average lease term remaining to
first tenant break, or expiry, across the portfolio weighted by rental income.
This is also disclosed assuming all tenant break clauses are exercised at the
earliest date, as stated. Excludes short-term licences and residential leases.
Yield on cost: Passing rents expressed as a percentage of the total
development cost of a property.
Yield Shift: Is a movement (usually expressed in basis points) in the
equivalent yield of a property asset.
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. END FR LLLLBEQLFBBLRecent news on Newriver Reit
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