REG - NewRiver REIT plc - Results for the six months ended 30 September 2025
Today 07:00
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RNS Number : 7823J NewRiver REIT PLC 02 December 2025
NewRiver REIT PLC
Preliminary unaudited results for the period ended 30 September 2025
2 December 2025
Strong operational momentum and earnings growth
Allan Lockhart, Chief Executive commented: "The first half of FY26 has been
another positive period for NewRiver. The successful integration of Capital
& Regional has enhanced the scale of our business and delivered immediate
operational and financial benefits. Our enlarged portfolio, focused on
convenience-led and value-oriented retail, is performing well, with high
occupancy, robust tenant retention and continued leasing momentum all of which
is underpinned by strong customer spending in essential retail.
The UK retail real estate market continues to evolve, and NewRiver is
exceptionally well positioned to benefit from the structural trends favouring
physical, convenience-led retail formats. Our assets are in the heart of local
communities, providing essential goods and services, and we are seeing growing
investor interest in the capital markets.
Our portfolio's like-for-like valuation grew by +0.5%, marking a second
consecutive half-year period of growth and two years of valuation stability.
Against this backdrop, we have maintained a disciplined approach to capital
allocation, selling three shopping centres at close to book value and then
recycling proceeds into a significant share buyback that is accretive to both
earnings and net asset value. Looking forward, we also have a pipeline of
attractive investment opportunities, ranging from single-asset deals, to
larger transactions which gives us confidence in our ability to achieve
greater scale through earnings and value-accretive transactions over time.
Our balance sheet remains robust, supported by stable leverage, healthy cash
reserves, and a reaffirmed investment grade credit rating from Fitch.
Importantly, our operational performance has translated into tangible results
for shareholders, with a total accounting return of +5.4% in the first half
which represents good progress in delivering our annual target of 10%."
Scale increased and efficiencies realised following recent acquisition
activity
● UFFO of £15.1m (3.3 pence per share) in HY26, increased by 31% from £11.5m
in HY25 (3.7 pence per share) as a result of the acquisition of Capital &
Regional ('C&R'), offset slightly by the impact of disposals completed
over the last 18 months and Snozone seasonality
● H1 dividend topped up by 0.5 pence to 3.1 pence per share, representing a 94%
payout of H1 UFFO per share of 3.3 pence, to smooth the dividend due to
seasonality in Snozone EBITDA; Expect the full year dividend to be based on
80% of FY26 UFFO per share, less the H1 dividend
● In August 2025 completed the buyback of 47.7m shares from Growthpoint
Properties Limited ('Growthpoint') at 75 pence per share, representing 10% of
NewRiver's issued share capital, alongside strong support from new and
existing shareholders, resulting in Growthpoint fully exiting from its
shareholding in NewRiver
● Like-for-like portfolio valuation uplift of +0.5%, offset by the disposal of
three shopping centres, principally the Abbey Centre in Newtownabbey,
resulting in portfolio valuation of £834.7m vs £897.5m as at 31 March 2025
● EPRA NTA per share of 104 pence, up from 102 pence at 31 March 2025 primarily
as a result of the share buyback and valuation uplift, offset slightly by
disposals
● Total Accounting Return of +5.4% vs -5.0% in HY25 (HY25 impacted by equity
raise to part fund C&R acquisition)
● IFRS profit after tax of £14.4m in HY26, improved from £8.2m in HY25, due
primarily to the acquisition of C&R and improved valuation performance
Delivering robust operational performance
● Stable occupancy of 95.3% vs 96.1% at 31 March 2025
● Improved tenant retention rate of 96% compared to 90%; Improved average rent
which remains affordable at £12.83 per sq ft compared to £12.93 at 31 March
2025
● 416,300 sq ft of new leasing and renewals in HY26; long-term transactions
+11.3% vs ERV and +24.2% vs previous rent
● Average CAGR on long-term transactions +1.0% (HY25: -0.2%)
● Over the 6 months to September 2025, total in-store spend and online spend
connected to the store grew by +5.4%, a significant outperformance relative to
the Lloyds Bank Retail and Supermarket benchmark of +4.6%
● Portfolio Occupational Cost Ratio remains at a highly affordable level of 8.2%
● GRESB score improved to 87 from 80 and maintained Gold Level for EPRA
Sustainability Best Practice Recommendations
Strong financial position maintained
● Stable LTV of 42.3% at 30 September 2025, with the impact of the share buyback
offset by disposals; further modest disposals required to bring LTV within
guidance of <40%
● LTV position supported by strong cash cover ratios with Net debt to EBITDA of
6.5x and interest cover of 5.1x
● Significant cash holdings of £89.1m vs £62.1m at 31 March 2025
● Strength of balance sheet position recognised in September 2025 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'
Results summary
Performance Note HY26 HY25
Unaudited Unaudited
Underlying Funds From Operations ('UFFO') (1) £15.1m £11.5m
UFFO per share (1) 3.3p 3.7p
Net Property Income £31.4m £21.8m
Ordinary dividend 3.1p 3.0p
Ordinary dividend cover (2) 106% 125%
Ordinary dividend payout (2) 94% 80%
IFRS Profit after taxation £14.4m £8.2m
IFRS Basic EPS 3.1p 2.6p
Interest cover ratio (3) 5.1x 7.4x
Total Accounting Return (4) +5.4% (5.0)%
GRESB Score (5) 87 80
Balance Sheet Note 30 September 31 March
2025 2025
IFRS Net Assets £450.9m £490.1m
EPRA NTA per share (6) 104p 102p
Balance Sheet (proportionally consolidated) (7) 30 September 31 March
2025 2025
Properties at valuation (7) £834.7m £897.5m
Net debt (7) £352.8m £379.2m
Principal value of gross debt (7) (8) £444.3m £444.3m
Cash (7) £89.1m £62.1m
Net debt: EBITDA (7) (9) 6.5x / 7.1x 5.4x / 8.9x
Weighted average cost of debt - drawn only (7) (10) 3.5% 3.5%
Weighted average debt maturity - drawn only (7) (10) 2.4 years 2.6 years
Loan to value (7) (11) 42.3% 42.3%
(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 10 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 period,
plus dividends paid in the period, divided by EPRA NTA per share at the start
of the period
(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 10 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 2025: £440.0m of Group and £4.3m share of
JVs & associates)
(9) Net debt: EBITDA calculated using the average net debt over the last 12 months
as at 30 September 2025 is 6.5x (31 March 2025: 5.4x) (30 September 2024:
4.7x). Net debt: EBITDA calculated using period end net debt at 30 September
2025 was higher at 7.1x due to the completion of the acquisition of Capital
& Regional on 10 December 2024 so only 295 days of EBITDA received in the
last 12 months
(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
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
Eve Kirmatzis
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 9.30am today, 2 December 2025, at
DL/28, 28 Featherstone Street, London, EC1Y 8SL.
A live audio webcast of the presentation will be available at:
https://secure.emincote.com/client/newriver/hy26
(https://secure.emincote.com/client/newriver/hy26)
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.
An online presentation for retail investors will be held via Investor Meet
Company on Friday 5 December 2025 at 11:30am.
Please visit the following link to register your interest:
www.investormeetcompany.com/newriver-reit-plc/register-investor
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.investormeetcompany.com%2Fnewriver-reit-plc%2Fregister-investor&data=05%7C02%7Cacooper%40nrr.co.uk%7Cfce1787431bc47328e6108de30e67c60%7C2f3a21b942a84e4d87b81a5384f6aab2%7C0%7C0%7C639001965849123799%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=IegkIFquNbWLkIACcumiKdz5PPJGdmLFl7IeVX04HDo%3D&reserved=0)
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.
Chief Executive's Review
Overview
We have maintained high occupancy and tenant retention rates, underpinned by
another period of strong leasing performance. These achievements reflect the
strength of occupier demand within our convenience-led retail portfolio,
supported by strong consumer spending in our assets and deep relationships
with occupiers.
Our asset management strategy remains focused on driving income growth,
improving asset quality, and recycling capital from mature assets into
higher-return opportunities. Selling three stabilised shopping centres at a
marginal discount to book value and reinvesting into a share buyback
demonstrates our disciplined approach to portfolio management and value
creation.
We have made significant progress in realising the financial and operational
benefits of the successful acquisition of Capital & Regional Plc in
December 2024, which has established the foundation for continued growth. Our
strategy continues to focus on maximising value for our shareholders through
disciplined capital allocation, active portfolio management, and operational
excellence.
Disciplined Capital Management and Robust Financial Performance
We have been active in our capital recycling activities with the sale of three
shopping centres for £71 million at a tight discount of -1.8% to the March
2025 book values. These disposal proceeds enabled us to execute the £36
million share buyback in August 2025 at a 26% discount to Net Tangible Asset
value. This demonstrates our commitment to disciplined capital management and
shareholder returns given the EPS and NTA per share accretion. The EPS
accretion will be evident in H2 FY26 given that the buyback was only executed
in August.
During the 6 months ended 30 September 2025, we delivered underlying funds
from operations of £15.1 million, which have risen significantly compared to
the previous year of £11.5 million, due primarily to the acquisition of
Capital & Regional. UFFO Per Share for the period was 3.3 pence and we
have declared an interim dividend of 3.1 pence per share. Our EPRA Net
Tangible Asset per share improved to 104 pence, supporting a significant
improvement in our total accounting return to +5.4%, which represents good
progress in delivering our annual target of 10%.
Our Market is Recovering Steadily
The UK retail property market has continued to recover and evolve, with
structural trends increasingly favouring convenience-led, value-oriented
retail formats and omnichannel. Real wages have grown for two years and
household savings are above pre-pandemic levels, inflation has moderated
slightly, and consumer confidence is gradually rising, as evidenced by recent
GfK data showing increased willingness to spend, all of which is creating a
more favourable backdrop for us.
Retail parks and community shopping centres, which comprise 94% of our
portfolio, have outperformed discretionary retail segments, benefiting from
resilient footfall supported by strong consumer spending, strong occupier
demand, and tightening vacancy rates. Our assets are well positioned to
capture these trends, offering affordable, accessible space to those retailers
that are meeting the everyday needs of local communities. Our focus on
affordability and flexibility continues to attract a diverse and loyal tenant
base.
We see some short-term impact from the corporate restructuring of groups like
Homebase, Poundland, River Island and Bodycare. We believe that these are the
result of company specific factors rather than wider sector trends. Within our
portfolio, the impact will be short term as progress is made with re-leasing
and a good example of that progress is in our Retail Park assets, where we
have successfully replaced Homebase with Sainsbury's and The Range.
Capital markets have and continue to recognise the resilience of the UK
consumer and the improving occupational market and as such we are seeing an
increase in investor demand not just for retail parks but also for shopping
centres. The higher income yields that retail offers together with the
stronger prospect of sustained rental growth over the coming years is
attracting equity investors supported by a credit market that is increasingly
positive on the sector.
Portfolio is Well Positioned to Deliver Growth
The portfolio continues to outperform the national position in customer spend
performance. Over the 6 months to September 2025, total in-store spend and
online spend connected to the store grew by +5.4% which was a significant
outperformance relative to the Lloyds Bank Retail and Supermarket benchmark of
+4.6%. There was stronger spending growth in our Retail Parks over the 6-month
period, with reported growth of +6.8% relative to growth in Shopping Centres
of +5.0%, albeit both outperformed the benchmark.
Over the half year there was healthy growth in Groceries (+6.5%) and Health
& Beauty (+4.5%), both sectors accounting for a significant 32% of total
spend within our portfolio. The growth in customer grocery spend in our
portfolio outperformed the Grocery benchmark of +2.7%, while the Health &
Beauty spend in our portfolio slightly underperformed the Health & Beauty
benchmark. Other significant growing sectors were F&B and Leisure which
saw growth rates of +5.8% and +13.9% respectively and again outperformed
national trends with the Lloyds Restaurant benchmark seeing growth of +4.2%
over the same period.
As a result of healthy growth in our customer spend and low and affordable
occupational costs, our portfolio has a blended occupational cost ratio as at
September 2025 of just 8.2%.
Our portfolio continues to deliver strong operational performance, underpinned
by high occupancy of 95.3%, a robust tenant retention rate of 96%. Leasing
momentum has been particularly strong with 149 leasing transactions completed
covering 416,300 sq ft, securing £5.0 million in annual rent and a weighted
average lease expiry of 8.6 years.
We achieved average rental uplifts on long term leasing transactions of +11.3%
versus ERV and +24.2% versus previous rent, reflecting the quality of our
assets, and the strength of occupier demand. This follows three consecutive
financial years, FY23-FY25, where we have achieved rents more than both the
valuer's ERV and previous passing rents. The long-term stability of our rent
is also shown when aggregating leasing transactions versus previous passing
rent over the past three years. As at HY26 this shows a positive compound
annual growth rate (CAGR) of +1.0% on a 9.3 year previous lease length. This
rate has improved each reporting period, from -0.4% in FY23, to -0.3% in FY24
and turning positive in FY25 at +0.7%. This compares favourably to the MSCI
index where over the past 10-year period, Market Rental Values for Shopping
Centres have seen a CAGR of -2.3% and Retail Warehouses -0.9%. This is a clear
illustration of the strengthening occupational demand and the emergence of
rental tension within our portfolio which will underpin future rental
growth.
Finally, our portfolio's like-for-like valuation grew by +0.5%, marking a
second consecutive half-year period of growth and two years of valuation
stability.
Capital Partnerships Delivering Revenue Growth
Capital partnerships are an important driver of revenue growth and
diversification. By leveraging our asset management expertise and established
relationships with institutional investors, private equity, and local
authorities, we have expanded our assets under management and created new,
capital-light income streams. Consequently, our capital partnership fee income
has increased +40% compared to the first half of FY25.
Our annual fee income has grown at a compounded rate of 19% over the last five
financial years and our focus is to continue this increase by forming
co-investment joint ventures. In that regard, we see genuine opportunities and
are in active discussions to create joint ventures for destination shopping
centres, retail parks and shopping centre regeneration.
Our Capital Partnership business today has scale, with assets under management
of £1.5 billion and therefore, we are analysing more customer spending data
and strengthening our tenant relationships which is highly supportive in
delivering better performance in our balance sheet assets.
ESG - Progress to Net Zero
In the 6 months to 30 September 2025, our portfolio saw a 13% reduction in
total energy consumption, equating to a 24% reduction in absolute Scope
1&2 emissions. This was driven by a 45% reduction in gas consumption,
primarily owing to asset disposals. We now have only six assets (26% of the
balance sheet portfolio by value) actively consuming natural gas within the
landlord-controlled common parts.
We are pleased that our continued efforts to drive ESG performance
improvements throughout our portfolio have been recognised in our 2025 GRESB
score of 87, up from 80 in 2024. The significance of our score improvement has
led us to be awarded an additional 'Green Star' (now rated 4/5 stars),
reflecting our stronger standing amongst global GRESB participants. Further
recognition was achieved in our updated FTSE Russell ESG rating of 3.3 (up
from 3.0 in our last assessment and 14% higher than the average Retail REIT
score), our updated Sustainalytics "low risk" score of 14.0 (low risk range is
10-20), and our retained EPRA Gold sBPR award for the transparency and
comparability of our annual ESG disclosures.
Outlook for FY26
The operational and financial performance in the first half of FY26 has
demonstrated the strength of both our strategy and well-positioned portfolio.
We enter the second half with continued confidence, supported by a robust
balance sheet, a clear growth plan, and a committed team.
We expect our operational performance to remain strong. We have a good leasing
pipeline with sustained demand for convenience-led and omnichannel retail
formats. Advanced negotiations are underway on several long-term leasing
transactions that will support future earnings. Additionally, we look forward
to entering Snozone's peak and key profit trading period and we are looking at
how we can potentially reduce seasonality in this business by incorporating
other indoor and less seasonal activities.
Capital recycling and delivering growth in capital partnerships remains a
priority. We will continue to make targeted disposals with £40 million of
assets currently under offer and or completed, releasing capital for
reinvestment into higher-return opportunities including co-investment joint
ventures and reducing our LTV in-line with guidance.
Whilst our key earnings metrics are strong, our shares continue to trade at a
material discount to our net asset value, which is reflective of our size,
share liquidity constraints, elevated Gilt rates and wider equity market
appetite for listed REITs. We believe that increasing our scale is essential,
enabling us to benefit from a lower cost of capital, improvement in our cost
efficiency and increased liquidity for our shares.
To achieve our growth ambition, we have a pipeline of attractive investment
opportunities, ranging from single-asset deals, to larger portfolio or
corporate transactions which gives us confidence in our ability to achieve
greater scale through value-accretive transactions. We remain committed to our
<40% LTV guidance and have demonstrated our ability to return to within
that guidance through disposals, most recently with the disposal of the Abbey
Centre.
In the meantime, I would like to thank our shareholders, employees, and
partners for their continued support. Together, we are building a stronger,
more sustainable business that is well positioned to deliver sector-leading
returns and achieve our ambitious growth objectives.
Portfolio Review
Highlights
Portfolio Metrics as at 30 September 2025
● Occupancy: 95.3% (FY25: 96.1%)
● Retention Rate: 96% (FY25: 90%)
● Rent Collection: 97% (FY25: 98%)
● Affordable Average Rent: £12.83 per sq ft (FY25: £12.93 per sq ft)
● Gross to Net Rent Ratio: 82% (FY25: 85%)
● Leasing Volume 416,300 sq ft (HY25: 406,400 sq ft)
● Leasing Activity vs valuer ERV +11.3% (HY25: +5.3%)
● Leasing Activity vs previous passing rent +24.2% (HY25: +1.6%)
● Average rent free tenant incentive: 4.2 months (HY25: 4.7 months)
● Average WALE on long-term leasing transactions: 8.6 years (HY25: 8.4 years)
● Average CAGR H2 FY23-HY26: +1.0% on 9.3 year average previous lease period
(HY25 -0.2% over 10.1 years)
● Portfolio NEY: 8.3% (FY25: 8.4%)
● Capital Growth: +0.5% (FY25: +0.6%)
● Occupational Cost Ratio: 8.2%
● Sales growth: +5.4% in the 6 months to September 2025
● National retailer as % of total rent: 78% (FY25: 80%)
Our retail portfolio, which is predominantly focused on essential goods and
services, consistently exhibits robust operational performance. We continue to
experience demand throughout the portfolio for both new lettings and renewals,
underscoring our confidence that our assets are strategically positioned to
serve tenants who require a physical store presence.
During this period, our asset team completed deals totalling 416,300 sq ft,
which has secured £5.0 million in annualised income. Long-term leasing
transactions accounted for 84% of the total rent secured and were completed at
rents +11.3% above the valuer's estimated rental value (ERV) and +24.2% higher
than the previous passing rent. Occupancy declined marginally to 95.3% in the
period which is expected to be temporary, and given the deal pipeline, we
anticipate restoring occupancy to March levels in the near term.
As at 30 September 2025 Occupancy Retention Rate Affordable Average Rent Gross to Net Rent Ratio Leasing Volume Average CAGR H2 FY23-HY26
Leasing Activity
(%) (%) (£ psf) (Ave. pa) (%) (sq ft) % vs valuer ERV % vs previous passing rent (%) (Ave. Lease Length)
Retail Parks 98.3% 100% £12.60 £133,000 97% 122,800 +1.1% +57.0% +1.8% 14.5
Shopping Centres 94.6% 92% £13.46 £32,000 78% 236,700 +17.4% +11.7% +0.8% 7.8
- Core
Shopping Centres 100.0% 100% £10.45 £45,000 n/a 7,800 - - -0.7% 5.1
- Regen
Shopping Centres 93.1% 100% £7.53 £13,000 n/a 46,900 +29.9% +15.7% -2.4% 5.6
- Work Out
Total(1) 95.3% 96% £12.83 £42,000 82%(2) 416,300 +11.3% +24.2% +1.0% 9.3
1. Total includes Other representing <1% of total portfolio by value
2. Gross to net ratio includes Retail Parks and Shopping Centres - Core only
Due to the competitive occupational market and heightened rental pressures,
long-term leasing continued to outperform estimated rental values (ERVs)
across the portfolio, achieving +11.3% above the valuer's ERVs. The weighted
average lease expiry (WALE) remained steady at 8.6 years, while tenant
incentives were limited with an average rent-free period of 4.2 months.
For total portfolio lease events in HY26, achieved rents showed a compound
annual growth rate ("CAGR") of +0.7% compared to the previous passing rent
over an average previous lease period of 7.7 years. The long-term stability of
our rent is also shown when aggregating leasing transactions versus previous
passing rent over the past three years. As at HY26 this shows a positive CAGR
of +1.0% on a 9.3 year previous lease length. Within our Core Shopping
Centres, the CAGR is +0.8% on a 7.8 year previous lease length and for our
Retail Parks +1.8% over a 14.5 year lease length. This highlights the
affordability and sustainability of our rents which with the strengthening
occupational demand and the emergence of rental tension will underpin future
rental growth.
The NewRiver portfolio is strategically located across the UK, with 83% of the
portfolio rent derived from tenants providing essential goods and services.
Focused on convenience-led, community retail, it supports local needs while
attracting a variety of tenants, including Discount, Value Fashion, Grocery,
Home, Health & Beauty, Jewellery, and Food & Beverage retailers.
Retail Parks as at 30 September 2025
● Portfolio weighting: 23%
● No. assets: 13
● NEY: 6.5%
● Capital growth: +1.7%
● Average value: £18.3 million
● Key occupiers: Sainsbury's, B&M, TK Maxx, Pets at Home, Currys
● Occupancy: 98.3%
● Retention rate: 100%
● Affordable average rent: £12.60 per sq ft / £133,000 per annum
● Gross to Net Rent Ratio: 97%
● Leasing volume: 122,800 sq ft
● Leasing activity: +1.1% ahead of valuer's ERV
● Leasing activity vs previous passing rent: +57.0%
● Average rent free tenant incentive: 8.0 months
● Average WALE on long-term leasing transactions: 13.3 years
● Average CAGR H2 FY23-HY26: +1.8% on 14.5 year average previous lease period
● Sales growth: +7.1% in the 6 months to September 2025
As of 30 September 2025, Retail Parks made up 23% of our portfolio by value.
Located adjacent to major supermarkets, they feature free parking, large
units, and easy road access, supporting local fulfilment and click-and-collect
services in omnichannel retail to meet consumer demand for flexibility and
convenience.
Selected highlights include:
Barrow-in-Furness, Hollywood Retail Park: This asset 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. The period saw strong online sales growth of +7.4%
where there has been a connected store visit highlighting the halo impact of
physical stores. We have completed a new lease with Vue Cinemas for 20 years
which is +8.8% versus the previous passing rent and will include an upgrade to
the screens and unit refurbishment.
Bradford, Enterprise 5 Retail Park: At our retail park anchored by a Morrisons
foodstore, our retailers continue to benefit from strong sales performance
with sales growth of +3.9% year-on-year. We have secured a new 15-year lease
with The Range, replacing Homebase, in line with the valuer's ERV and previous
rent.
Dumfries, Cuckoo Bridge Retail Park: This retail park continues to thrive with
its supermarket, DIY, discount and F&B offering. Planning consent has been
secured and a lease completed with Next for a new 7,500 sq ft store, alongside
a new lease with Tapi Carpets for the final vacant unit. A renewal has also
been concluded with B&M for a further 13 years, reflecting an uplift in
rent of +39.6% versus the previous passing rent. Planning has been submitted
for Sainsbury's change of use and alterations to the former Homebase unit,
with approval expected in early 2026. Sainsbury's signed a 15-year lease in
March 2025, marking its first entry into the area, and is preparing a
multi-million-pound investment in the store. The park is now fully let.
Leeds, Kirkstall Retail Park: We opened a newly developed Burger King
drive-thru in July 2025, secured on a market-leading 20-year lease. This
addition is expected to increase footfall, dwell time, and consumer spending
at the park, which is anchored by a Morrisons supermarket.
Core Shopping Centres as at 30 September 2025
● Portfolio weighting: 71%
● No. assets: 20
● NEY: 8.6%
● Capital growth: +0.4%
● Average value: £31.7 million
● Key occupiers: Boots, Next, Marks & Spencer, TK Maxx, Superdrug
● Occupancy: 94.6%
● Retention rate: 92%
● Affordable average rent: £13.46 per sq ft / £32,000 per annum
● Gross to Net Rent Ratio: 78%
● Leasing volume: 236,700 sq ft
● Leasing activity: +17.4% ahead of valuer's ERV
● Leasing activity vs previous passing rent: +11.7%
● Average rent free tenant incentive: 2.1 months
● Average WALE on long-term leasing transactions: 6.1 years
● Average CAGR H2 FY23-HY26: +0.8% on 7.8 year average previous lease period
● Sales growth: +5.0% in the 6 months to September 2025
As of 30 September 2025, our Core Shopping Centre portfolio represented 71% of
the total portfolio value across 20 community shopping centres. In the first
half of the year, we completed the strategic sale of three stabilised assets -
Newtownabbey, Leith, and Wallsend - which supports our strategy to redeploy
capital into assets with greater growth potential. 75% by value of our core
shopping centres are located in London and the South East and function as key
hubs in their respective communities, are easily accessible with short travel
times, enhancing social cohesion and contributing to economic prosperity by
offering essential goods and services.
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 +4.8%. We have
successfully re-let the former Bodyshop unit with Grape Tree at +5.9% above
valuer's ERV.
Edinburgh, Gyle Shopping Centre: This asset serves a wide catchment area in
West Edinburgh, offering excellent connectivity through free parking, tram
access, and a bus interchange. Anchored by Marks & Spencer and Morrisons,
alongside leading brands such as Next, Boots and Waterstones, sales have held
firm, reflecting strong customer engagement. The F&B offer has been
enhanced through a new 15-year lease to Nando's which is expected to increase
dwell time and we have completed a new letting to The Entertainer on a 10 year
term, both deals aligned with the valuer's ERV.
Maidstone, The Mall: A centre in Kent's county town, which features both
independent retailers and national brands such as B&M, Boots and Next. A
new letting to Baba's was completed at +45.1% above the valuer's ERV and a
renewal with The Perfume Shop aligned with previous passing rent, highlighting
occupier demand and an increase in rental tone across the scheme.
Newton Mearns, The Avenue: This community-centred shopping venue in Glasgow's
affluent suburbs is anchored by Marks & Spencer, who have recently
completed a new store fit out, and Asda, experienced year-on-year sales growth
of +8.3%. The lease with restaurant operator Nonna Gina's was successfully
renewed for an additional 10 years at a rate significantly exceeding both the
valuer's ERV by +42.8% and the previous passing rent by +11.5%.
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 for the HY26
period were up +1.9%, reinforcing the centre's resilience and consumer appeal.
Recent leasing activity has been strong, with lease renewals with Card Factory
and Vodafone at +4.5% and +9.8% above valuer's ERV respectively. Additionally,
new lettings to a number of tenants including Scrivens, Amplifon and Auntie
Anne's were +10.4% above valuer's ERV. The centre is set to benefit from a new
adjacent residential development comprising 495 apartments across two modern
buildings, which has now completed with occupancy underway. 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. The
addition of Wendy's and Wingstop in FY25 has strengthened the fast-food offer
and during the HY26 period, we regeared Kervan restaurant's lease for 20 years
at +21.9% above previous passing rent and +30.0% above the valuer's ERV,
reflecting strong tenant confidence. Existing occupiers continue to perform
well, with spend growth of +8.1% 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 two projects are:
Burgess Hill, The Martlets: Located in the prosperous southeast, this site
already has planning consent for a mixed-use redevelopment. The project will
include pre-letting agreements with a food discount retailer as the anchor, a
102-room hotel operator and a land sale to a residential developer for part of
the site. A partnership with Mid Sussex District Council is in advanced
stages, with construction planned to commence in 2026.
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 2026.
Work Out
The Work Out portfolio, which we identified during a review of the portfolio
in 2020, represents only 3% of the total portfolio. With only one sale left in
the pipeline, the remaining focus is on executing two turnaround strategies.
The key strategy is the Capital Centre, Cardiff which accounts for 70% of the
Work Out portfolio. 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. An agreement for lease is close to exchange and
on completion, it is expected to significantly increase annualised net income
by over £1 million per year.
Capital Partnerships
NewRiver now manages £2.3 billion worth of assets, including 43 shopping
centres and 30 retail parks. NewRiver collects over £200 million in annual
rent from 3,200 tenants, overseeing properties both independently and for its
capital partners using a leading asset management platform.
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.
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 15 long-term leasing
events, covering 41,400 sq ft and securing £0.4 million in annualised rent.
Key Highlights:
Chatham, The Pentagon Shopping Centre: Construction on a 40,000 sq ft Healthy
Living Centre is near completion. The 16,000 sq ft innovation hub, completed
in 2024 designed to support start-ups and growing businesses, particularly in
the creative and digital sectors, is now operational.
Blackpool, Houndshill Shopping Centre: Following the successful re-anchoring
of the former Debenhams with Frasers Group, Blackpool's retail mix continues
to evolve. Expanding the food and beverage offer remains a key priority, with
the recent launch of Jungle World Soft Play and other leisure offers are
proposed to further strengthen the mix helping to create a true destination
asset.
Bootle, Strand Shopping Centre: Demolition works are due to complete in early
2026, with almost a third of the shopping centre being redeveloped as part of
the first phase of the town's transformation. Construction will begin
thereafter to deliver new public realm and a vibrant mixed-use destination and
has received significant public support. NewRiver will receive development
management fees pursuant to its engagement on the project. The Levelling Up
Fund (LUF) project continues to progress, with additional funding proposed to
refurbish the wider site and enhance local service provision.
Canterbury, Whitefriars Shopping Centre: The shopping centre is fully let with
trade extremely strong. We have recently completed three new lettings to
Space NK, ProCook and Urban Outfitters, occupying a combined total area of
15,800 sq ft. This brings three new brands into the Centre, further enhancing
the retail offer.
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 43 long-term leasing events, covering 160,100 sq ft and securing
£2.5 million in annualised rent.
Key Highlights:
Bradford, Broadway Shopping Centre: Building on the momentum of Primark
relocating to the centre in 2024, new openings include Yours Clothing and Hays
Travel. The F&B mix has been refreshed with Boo Burger, Starbucks and
Jamaica Blue further enhancing the centre's tenant mix.
Middleton, Middleton Shopping Centre: Continues to evolve as an exciting
destination at the heart of the community. Recent additions such as Pilates
Central bring new energy and wellbeing to the mix, while the creation of seven
new external units and a short-stay car park are setting the stage for an
enhanced convenience and F&B offering with tenants such as Mother
Hubbard's.
Milton Keynes, Midsummer Place: Building on the momentum of new flagship
stores including Apple, Sports Direct, Flannels and Lane 7, new openings
include Sostrene & Grene, Popeyes and Smoke & Pepper, while Hollister
has relocated to a new format store to enable the next phase of leasing
activity.
Leicester, Highcross Shopping Centre: Multiple new openings including Mango,
Rituals, Maki and Ramen, Space NK and Austen Blake, with Superdrug currently
fitting out a new store within the centre.
Institutional Sector
For M&G Real Estate, we currently manage 17 retail parks and one shopping
centre. In the first half of the year, 12 long-term leasing events were
completed, covering 112,500 sq ft, securing £2.7 million in annualised rent.
Valuation
As at 30 September 2025, our portfolio was valued at £834.7 million (31 March
2025 £897.5 million). Movements from the full year were the disposals of
three Core Shopping Centre assets (£72.3 million) and a like-for-like
valuation movement of +0.5% for the 6 months to September 2025. This marks the
second consecutive half year period of valuation growth, driven by stability
in ERVs and yield profile.
The portfolio's growth in part reflects its strong yield premium over the
market. With a Net Equivalent Yield of 8.3%, it offers a substantial risk
premium above both the broader real estate sector and the 10-year Government
Gilt rate. Compared to the MSCI All Retail benchmark 6.7% Equivalent Yield,
the portfolio provides an additional +160bps.
The Core Shopping Centre portfolio, accounting for 71% of the portfolio,
delivered capital growth of +0.4% in the 6 months to September 2025, primarily
driven by ERV growth of +0.2%, and which follows capital growth of +1.1% and
+0.2% in FY24 and FY25 respectively.
The Retail Park portfolio, which represents 23% of the portfolio, delivered
capital growth of +1.7% in the 6 months to September 2025. This is the fifth
consecutive half year period our Retail Park portfolio has delivered capital
growth. This was primarily attributable to yield compression as a result of
completed asset management initiatives supported by the sustained investor
confidence in the sector.
The Regeneration and Work Out Portfolios experienced decline over the half
year, however they now account for only 6% of the total portfolio.
As at 30 September 2025 Portfolio Weighting Valuation Movement Topped-up NIY NEY LFL EY Movement LFL ERV Movement
H1 FY26
(£m) (%) (%) (%) (%) (%) (%)
Shopping Centres - Core 589.3 71% +0.4% 7.4% 8.6% +0.0% +0.2%
Retail Parks 190.5 23% +1.7% 6.0% 6.5% -0.1% -0.4%
Shopping Centres - Regen 25.3 3% -2.0% 2.6% 11.6% +0.1% +0.0%
Total exc Work Out / Other 805.1 97% +0.6% 7.0% 8.2% +0.0% +0.1%
Shopping Centres - Work Out and Other(1) 29.6 3% -2.8% 0.4% 10.5% +0.1% -2.6%
Total 834.7 100% +0.5% 6.7% 8.3% +0.0% +0.0%
1. Work out and Other includes Other representing a value of £1.7
million
Our portfolio has demonstrated greater stability in value over the long term
compared to the broader retail market. It continues to outperform the MSCI All
Retail, Shopping Centre, and Retail Warehouse total return benchmarks over
both the 3-year and 5-year periods. While there was a slight total return
underperformance relative to the MSCI All Retail benchmark due to capital
growth, the income return outperformed the benchmark by +60 basis points, the
key driver of total returns over the long term.
The table below illustrates the portfolio's performance relative to the MSCI
All Retail benchmark for the six months ending September 2025.
6 months to 30 September 2025 Total Return Capital Growth Income Return
NRR Portfolio 3.1% -0.3% 3.4%
MSCI All Retail Benchmark 3.8% 0.9% 2.9%
Relative performance -60 bps -120 bps +60 bps
Shopping Centres Retail Parks
Total Return: 6 months to 30 September 2025
NewRiver 2.7% 4.9%
MSCI Benchmark 4.6% 3.3%
Relative Performance -190 bps +160 bps
Total Return: 12 months to 30 September 2025
NewRiver 6.5% 11.3%
MSCI Benchmark 10.3% 9.2%
Relative Performance -380 bps +210 bps
Total Return: Annualised 3 years to 30 September 2025
NewRiver 4.4% 7.4%
MSCI Benchmark 3.5% 2.4%
Relative Performance +90 bps +510 bps
Total Return: Annualised 5 years to 30 September 2025
NewRiver 2.9% 9.9%
MSCI Benchmark -0.4% 7.8%
Relative Performance +320 bps +210 bps
Finance review
We have delivered a strong performance in the first half of FY26, reflecting
the benefits of our enlarged portfolio and disciplined capital management
following the successful integration of Capital & Regional.
UFFO in the first half was £15.1 million, an increase of 31% from £11.5
million reported in HY25, primarily as a result of increased scale following
the acquisition of Capital & Regional in the second half of FY25. On a per
share basis, UFFO decreased from 3.7 pence in HY25 to 3.3 pence in HY26 due
predominantly to Snozone seasonality because Snozone's controlled loss period
impacts the first half of NewRiver's financial year and Snozone's peak trading
benefits the second half. We have taken the decision to increase the dividend
payout in HY26 to remove the impact of seasonality on the H1 dividend, by
assuming that Snozone profits accrue evenly over the year. This results in a
top-up to our H1 dividend of 0.5 pence, bringing the interim dividend declared
to 3.1 pence per share, representing 94% of UFFO per share of 3.3 pence. The
full year dividend will be based on 80% of FY26 UFFO per share, less the H1
dividend. The H1 dividend is payable on 30 January 2026 and goes ex-dividend
on 11 December 2025.
Following the completion of the acquisition of Capital & Regional in
December 2024, Growthpoint became NewRiver's largest shareholder, holding
14.2% of our issued share capital. In August 2025, when Growthpoint announced
its intention to dispose of a minimum of 47.7 million of the 67.4 million
shares held in NewRiver at 75 pence per share, we purchased and subsequently
cancelled 47.7 million shares, with the remainder of Growthpoint's holding
purchased by new and existing shareholders, including NewRiver REIT plc's
Employee Benefit Trust. The purchase price represented a discount of 26% to
March 2025 EPRA NTA per share and so the transaction was accretive to NTA per
share and UFFO per share. As the share buyback was completed toward the end of
the first half, we will see further benefit in UFFO per share in the second
half of FY26 and in FY27 as our weighted average number of shares reduces.
Properties at valuation have decreased from £897.5 million to £834.7 million
as a result of the disposal of three shopping centres in the period. We're
pleased to report that in the first half of the year our property portfolio
has received an uplift in valuation performance of +0.5%, representing a
second consecutive six-month period of valuation growth.
EPRA Net Tangible Assets have decreased from £486.5 million to £447.5
million primarily as a result of the share buyback. EPRA NTA per share has
increased from 102 pence per share to 104 pence per share primarily as the
result of the Share Buyback and the valuation uplift received in the first
half.
We delivered a total accounting return of +5.4% during the first six months of
the year, compared to the -5.0% achieved in HY25 which was impacted by the
equity raise to part fund the acquisition of Capital & Regional. This
strong performance reflects the continued momentum to improve our total
accounting return and reinforces our commitment to delivering our target of a
consistent +10% total accounting return in the medium-term.
LTV remained at 42.3%, the same level as at 31 March 2025, with the disposal
of the Abbey Centre in Newtownabbey early in the half funding the share
buyback completed. We remain committed to our <40% LTV guidance and have
demonstrated our ability to return to within that guidance through disposals,
most recently with the disposal of the Abbey Centre. We remain in compliance
with our other financial policies with net debt to EBITDA of 6.5x and an
interest cover ratio of 5.1x and we have maintained healthy cash reserves,
increasing from £62.1 million to £89.1 million. In September, Fitch Ratings
reaffirmed NewRiver's investment grade credit ratings, with a Long-Term Issuer
Default Rating of 'BBB' (Stable Outlook) and a senior unsecured rating of
'BBB+'.
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, total assets,
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.
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
30 September 2025 30 September 2024
£m £m
Profit for the period after taxation 14.4 8.2
Adjustments
Net property valuation movement (4.6) 2.2
Net property valuation movement - associates' (0.1) -
Loss on disposal of investment properties 1.4 0.2
Loss on disposal of subsidiary 1.1
Exceptional costs(1) 0.1 0.3
Amortisation of intangibles(2) 0.2 -
Costs to unlock transaction synergies(3) 1.2 -
EPRA Earnings 13.7 10.9
Forward looking element of IFRS 9(4) (0.1) (0.1)
Snozone depreciation, amortisation and lease liability interest(5) 0.5 -
Share-based payments charge 1.0 0.7
Underlying Funds From Operations 15.1 11.5
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 period and therefore no income has
been recognised in relation to these debtors
5. 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 30 September 2025 30 September 2024
Group Share of Associates Adjustments(1) Proportionally consolidated Proportionally consolidated
£m £m £m £m £m
Revenue 62.2 0.4 (6.4) 56.2 31.1
Property operating expenses(2) (31.4) (0.1) 6.7 (24.8) (9.3)
Net property income 30.8 0.3 0.3 31.4 21.8
Administrative expenses (10.5) - 4.2 (6.3) (5.5)
Other income (Snozone EBITDA) - - (1.6) (1.6) -
Operating profit 20.3 0.3 2.9 23.5 16.3
Net finance costs (8.7) (0.3) - (9.0) (4.8)
Taxation 0.6 - - 0.6 -
Underlying Funds From Operations 12.2 - 2.9 15.1 11.5
UFFO per share (pence) (a) 3.3 3.7
Ordinary dividend per share (pence) (b) 3.1 3.0
Ordinary dividend cover (a/b) 106% 125%
Admin cost ratio 11.2% 16.9%
Weighted average # shares (m) 464.7 314.2
1. Adjustments to Group and share of Associates figures to remove
non-cash and non-recurring items, principally: Revenue - segmental reporting
re-allocations comprising £(4.7) million Snozone revenue reallocated to Other
income and £(1.7) million Capital Partnerships costs reallocated from
Administrative expenses, Property operating expenses - segmental reporting
re-allocation of £6.3 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; Other income - segmental reporting re-allocations
comprising £4.7 million Snozone revenue reallocated from Revenue and £(6.3)
million Snozone expenses reallocated from Property operating expenses;
Administrative expenses - segmental reporting re-allocations comprising £1.7
million Capital Partnerships costs reallocated to Revenue and other
adjustments to exclude £1.2 million costs in relation to unlocking expected
net cost synergies following the acquisition of Capital & Regional,
exceptional costs and amortisation of intangibles relating to Ellandi of £0.3
million in administrative expenses and £1.0 million share-based payment
charge
2. Property operating expenses have increased by proportionately more
than revenue during the period following the acquisition of Capital &
Regional as the six investment properties acquired have a lower gross to net
ratio than the existing NewRiver portfolio, predominately due to lower levels
of occupancy in the Capital & Regional portfolio (94.4%) compared to the
NewRiver portfolio (96.1)%, as well as an increase in the expected credit loss
in the period due to retailer restructurings, see note 5
Net property income
Analysis of net property income (£m)
Net property income for the six months ended 30 September 2024 21.8
Capital & Regional acquisition 13.1
Disposals (2.9)
Net property income re-based 32.0
NPI Core (including asset management fees) 0.4
NPI Regeneration, Work Out and Other (0.1)
Rent and service charge provisions (0.9)
Net property income for the six months ended 30 September 2025 31.4
On a proportionally consolidated basis, net property income was £31.4 million
during the six months ended 30 September 2025, compared to £21.8 million
during the six months ended 30 September 2024. This was predominantly due to
the impact of the acquisition of Capital & Regional which completed on 10
December 2024 and which contributed £13.1 million to net property income.
This was partially offset by the disposal of three shopping centres during the
period, the largest of which was The Abbey Centre in Newtownabbey, which was
sold early in the first half for £58.8 million.
On a like-for-like basis, net property income within our Core business
increased by £0.4 million as asset management fees now reflect a full half of
benefit from the Ellandi acquisition which completed in in July 2024 and the
modest reduction in occupancy (from 96.1% in March 2025 to 95.3% in September
2025) has been offset by positive letting activity.
Rent and service charge provisions have been impacted by the retail
restructurings during the period with Homebase, Poundland, Bodycare, Claire's
and River Island all announcing or concluding restructurings this year which
have resulted in an increase in bad debt provisioning in the first half. In
addition, the first half of the prior year saw the final period of benefit
from the collection of historical rent arrears from the Covid era and
subsequent disruption which had been fully provided. The combination of these
factors has resulted in the adverse half on half movement of £(0.9) million
and it is likely that the retail restructurings will result in some income
disruption in the second half as we negotiate the best possible terms or seek
alternative occupiers.
Administrative expenses
Administrative expenses have increased from £5.5 million in the six months to
30 September 2024 to £6.3 million in the six months to 30 September 2025,
primarily due to an increase in payroll related costs driven by inflationary
increases and a modest increase in headcount following the acquisition of
Capital & Regional.
We remain committed to keeping a disciplined approach on cost control and we
have now unlocked, on a look forward basis, 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 31
December 2023, in-line with guidance published at the time of the transaction.
Details of any material related party transactions that occurred during the
current year are provided in Note 22 of the Notes to the Interim Financial
Statements.
Other income
Other income was nil in the six months ended 30 September 2024 and relates
entirely to Snozone's EBITDA in the six months ending 30 September 2025.
Snozone reported a negative EBITDA of £1.6 million during the period, which
was in-line with budget and expectations due to the seasonal nature of the
business. The first half of NewRiver's financial year period marks a period of
controlled loss from April to September, with Snozone's peak trading season
falling in the second half of NewRiver's financial year as illustrated by the
£3.7 million of EBITDA contributed during the first period of ownership in H2
FY25 from 10 December 2024 to 31 March 2025, which included only peak season
and therefore represented more than a typical 12 month period of EBITDA.
Net finance costs
Net finance costs increased from £4.8 million in the six months to 30
September 2024 to £9.0 million in the six months to 30 September 2025. The
majority of this increase is due to the £140 million Mall facility,
attractively priced with a 3.45% coupon, which we inherited as part of the
Capital & Regional acquisition, i.e. is due to an increase in the quantum
of our drawn debt. In addition, in the prior period we carried a higher level
of cash holdings as we waited to deploy into the Capital & Regional
acquisition, and we were able to generate a higher return on that cash as the
Bank Rate was higher.
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. The tax
credit recognised and received in the period relates to historic payments on
account dating back to 2019.
Dividends
Under our dividend policy, we declare dividends equivalent to 80% of UFFO per
annum. Dividends are paid 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.
Following on from the acquisition of Capital & Regional in December 2024,
the profile of the business has shifted to include seasonal income for the
first time through the acquired Snozone business. The first half of our
financial year fully covers the months in which Snozone makes a controlled
loss (April - September), the six months that then follow includes the months
where trading performance peaks over the winter months. This thereby reduces
UFFO in the first half of the year and increases UFFO in the second half of
the year. In order to spread the impact of the seasonality of the business, we
have made the decision to adjust the half year dividend, to mitigate the
impact of the controlled loss on our shareholders by assuming the Snozone
EBITDA is accrued evenly across the financial year. This increases the H1
dividend by 0.5 pence per share and means that the Board has declared a
dividend in respect of the six months ended 30 September 2025 of 3.1 pence per
share, which is a 94% payout of UFFO of 3.3 pence per share. The full year
dividend will be based on 80% of FY26 UFFO per share, less H1 dividend,
in-line with our dividend policy.
The dividend will be paid on 30 January 2026. The ex-dividend date will be 11
December 2025 with an associated record date of 12 December 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 30 September 2025 As at 31 March 2025
Group Share of Associates Proportionally consolidated Proportionally consolidated
£m £m £m £m
Properties at valuation(1) 824.5 10.2 834.7 897.5
Right of use asset 68.5 - 68.5 69.6
Investment in JVs & associates 5.2 (5.2) - -
Other non-current assets 8.2 - 8.2 8.3
Cash 88.6 0.5 89.1 62.1
Other current assets 21.7 0.2 21.9 22.2
Total assets 1,016.7 5.7 1,022.4 1,059.7
Other current liabilities (55.3) (0.5) (55.8) (53.8)
Lease liability (72.9) - (72.9) (73.6)
Borrowings(2) (437.6) (4.3) (441.9) (441.3)
Other non-current liabilities - (0.9) (0.9) (0.9)
Total liabilities (565.8) (5.7) (571.5) (569.6)
IFRS net assets 450.9 - 450.9 490.1
EPRA adjustments:
Goodwill(3) (3.6) (3.6)
Intangible asset(3) (0.7) (0.9)
Deferred tax 0.9 0.9
Fair value financial instruments - -
EPRA NTA 447.5 486.5
EPRA NTA per share(4) 104p 102p
IFRS net assets per share(5) 105p 103p
LTV 42.3% 42.3%
1. See Note 12 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 430.7 million shares (March 2025:
478.9 million shares), see Note 10
5. Calculated with reference to 429.0 million shares (March 2025:
476.7 million shares), see Note 10
Net assets
IFRS net assets at 30 September 2025 were £450.9 million, decreasing from
£490.1 million as at 31 March 2025. This was primarily due to the share
buyback completed in August 2025, in which we purchased 47.7 million shares
for £36.1 million, as well as purchasing 3.0 million shares for £2.3 million
to fund the Employee Benefit Trust.
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 reduced from £486.5 million to
£447.5 million, again predominantly due to the share buyback.
EPRA NTA per share increased from 102 pence at 31 March 2025 to 104 pence at
30 September 2025, predominantly as a result of the share buyback, which
contributed to an increase of 2 pence. Like-for-like valuation movements of
+0.5% further contributed to the increase, although this was partially offset
by costs incurred on the disposals made during the period.
Properties at valuation
Properties at valuation decreased from £897.5 million as at 31 March 2025 to
£834.7 million as at 30 September 2025, principally due to the disposal of
three shopping centres, The Abbey Centre in Newtownabbey being the largest at
£58.8 million, partially offset by an increase in like-for-like valuations of
+0.5% in the period which is the second consecutive six month period of
valuation growth.
Debt & financing
Proportionally consolidated
30 September 2025 31 March 2025 30 September 2024
Weighted average cost of debt - drawn only(1) 3.5% 3.5% 3.5%
Weighted average debt maturity - drawn only(1) 2.4 yrs 2.6 yrs 3.4 yrs
Weighted average debt maturity - total(2) 2.2 yrs 2.4 yrs 3.1 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. Assuming these options are exercised and lender approved, weighted
average debt maturity on total debt at 30 September 2025 increases to 2.5
years
Proportionally consolidated 30 September 2025 31 March 2025 30 September 2024
£m £m £m
Cash 89.1 62.1 184.8
Principal value of gross debt (444.3) (444.3) (304.3)
Net debt(1) (352.8) (379.2) (116.6)
Drawn RCF - - -
Total liquidity(2) 189.1 162.1 284.8
Gross debt (drawn/acquired) / repaid in the year / period - (199.3) / 59.0 (0.3)
Loan to Value 42.3% 42.3% 21.6%
1. Including unamortised arrangement fees
2. Cash and undrawn RCF
As at 30 September 2025, the principal value of our gross debt has remained
stable at £444.3 million consisting primarily of a £300 million unsecured
corporate bond and the £140 million Mall facility added during FY25 as a
result of the acquisition of Capital & Regional. Our weighted average cost
of debt has also remained consistent at 3.5% as these two facilities have a
coupon rate of 3.5% and 3.45% respectively. Our balance sheet remains 68%
unsecured as at 30 September 2025, in-line with our position as at 31 March
2025, and following disposals completed during the period, our cash position
has increased from £62.1 million in March 2025 to £89.1 million at 30
September 2025.
During the period, we secured a one year extension on the Mall facility which
now matures in January 2028 and our existing unsecured corporate bond matures
in March 2028 which means our weighted average debt maturity has only reduced
modestly from 2.6 years at March 2025 to 2.4 years at September 2025.
In September 2025, Fitch Ratings reaffirmed our investment grade credit
ratings and we expect to be active in the debt markets over the next six
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 30 September 2025.
Measure Financial policy Proportionally consolidated
30 September 2025 31 March 2025 30 September 2024
Loan to Value Guidance <40% 42.3% 42.3% 21.6%
Policy <50%
Group
30 September 2025 31 March 2025 30 September 2024
Balance sheet gearing <100% 77.4% 76.7% 27.5%
Proportionally consolidated
30 September 2025 31 March 2025 30 September 2024
Net debt: EBITDA(1) <10x 6.5x / 7.1x 5.4x / 8.9x 4.7x / 3.5x
Interest cover(2) >2.0x 5.1x 6.0x 7.4x
Ordinary dividend cover(3) >100% 106% 125% 125%
1. Net debt: EBITDA calculated using the average net debt over the
last 12 months is 6.5x (31 March 2025: 5.4x) (30 September 2024: 4.7x). Net
debt: EBITDA calculated using year end net debt at 30 September 2025 was
higher at 7.1x due to the completion of the acquisition of Capital &
Regional on 10 December 2024 so only received 295 days of EBITDA in the last
12 months.
2. Interest cover calculated on a 12 month look-back basis, consistent
with debt covenant
3. Ordinary dividend cover calculated with reference to UFFO per share
As at 30 September 2025, LTV remained exactly in-line with the position at 31
March 2025 of 42.3%, which is comfortably within our policy <50% but
slightly above our medium-term guidance of <40%. During the period we
demonstrated our ability to return to within our guidance through disposals,
with the sale of The Abbey Centre in Newtownabbey for £58.8 million reducing
LTV to c.38%. We then completed the share buyback in August 2025 which
increased LTV by c.4% to the period end position of 42.3%. At this level LTV
is slightly above our guidance, which we remain committed to, and to reduce
LTV within our guidance would require a modest level of disposals of c.£30
million, which we are comfortable we can achieve as demonstrated by the
Newtownabbey disposal.
Our other financial policies, most notably net debt to EBITDA (6.5x) and
interest cover ratios (5.1x) remain comfortably within guidance, our financial
position remains strong, and we continue to operate comfortably within all our
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 30 September 2025
Single retailer concentration <5% of gross income 3.3% (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 the start to FY26 and the continued progress we have made
in integrating the Capital & Regional assets onto our operating platform,
including fully unlocking the cost synergies identified as part of the
acquisition on a look-forward basis.
Looking ahead to the full year, we expect to see further benefits of Snozone's
peak trading period, and the share buyback completed in August 2025, both of
which will contribute further to UFFO per share accretion in the second half
of the year. We remain focused on achieving our medium-term target of a
consistent +10% total accounting return.
Notes to Editors
About NewRiver
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 £0.8 billion UK wide portfolio covering 7.7
million sq ft, comprising 25 community shopping centres and 13 conveniently
located retail parks occupied by tenants predominately focused on essential
goods and services. In addition, we manage 19 shopping centres and 18 retail
parks on behalf of Capital Partners, taking our total Assets Under Management
to £2.3 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. The Board has ultimate responsibility for
the risk management and internal controls framework of the Company and
continually reviews and monitors the principal risks and uncertainties which
could have a material effect on the Group's results.
The Board considered the principal risks and uncertainties disclosed in the
Annual report for the year ended
31 March 2025 and do not consider that they have changed significantly since
that date. A summary of the principal risks and uncertainties are set out
below. The full disclosure of these risks, including our approach to their
mitigation is set out in the Principal risks and uncertainties section of the
Annual Report 2025 on pages
98 to 108. Any changes to the Principal risks and uncertainties since the
Annual Report are also included below.
External Risks
1. Macroeconomic Economic conditions in the UK and changes to fiscal and monetary policy may
impact market activity, demand for investment assets, the operations of our
occupiers or the spending habits of the UK population.
Gross Risk: Medium to high impact risk with a high probability
2. Political and regulatory 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
leisure spend.
Gross risk: Medium to high impact risk with a high probability.
3. Catastrophic external event An external event such as civil unrest or a civil emergency including a
large-scale terrorist attack or pandemic, could severely disrupt global
markets and cause damage and disruption to our assets.
Gross risk: High impact risk with a medium to high probability.
4a. Climate change strategy A failure to implement appropriate climate risk management measures, comply
with evolving regulations or meet our ESG targets could impact the operation
and value of our assets, leading to a risk of asset obsolescence, reputational
damage and erosion of investor value.
Gross risk: Medium to high impact risk with a medium to high probability.
4b. Climate change impacts on our assets Adverse impacts from environmental incidents such as extreme weather or
flooding could impact the operation of our assets. A failure to implement
appropriate climate risk management measures at our assets could lead to
erosion of investor value and increases in insurance premiums.
Gross risk: Medium to high impact risk with a medium probability.
5. Changes in technology and consumer habits and demographics Changes in the way consumers live, work, shop and use technology could have an
adverse impact on demand for our assets.
Gross risk: medium impact risk with a high probability.
This risk has increased since the year-end with the growing use of AI and
robotics within businesses which could impact competition and employment and
hence consumer spending and habits.
6. Cyber security A cyber attack could result in the Group being unable to use its IT systems
and/or losing data. This could delay reporting and divert management time.
This risk could be increased due to employees continuing to work from home
following the pandemic and due to geopolitical events.
Gross risk: high impact risk with a high probability.
Operational risks
7. People 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.
Gross risk: Medium to high impact risk with a medium to high probability.
8. Financing If gearing levels become higher than our risk appetite or lead to breaches in
bank covenants this would impact our ability to implement our strategy. The
business could also struggle to obtain funding or face increased interest
rates as a result of macroeconomic factors.
Gross risk: Medium impact risk with a medium to high probability.
This risk has been increased since the year-end because although the balance
sheet is predominantly unsecured with interest rate fixed at 3.5% on drawn
debt the earliest maturity on drawn debt is January 2028.
9. Asset management The performance of our assets may not meet with the expectations outlined in
their business plans, impacting financial performance and the ability to
implement our strategies.
Gross risk: Medium to high impact risk with a medium to high probability.
This risk has increased slightly due to a number of retailer administrations
during the period.
10. Development Delays, increased costs and other challenges could impact our ability to
pursue our development pipeline and therefore our ability to profitably
recycle development sites and achieve returns on development.
Gross risk: Medium impact risk with a medium probability.
11. Acquisition The performance of asset and corporate acquisitions might not meet with our
expectations and assumptions, impacting our revenue and profitability.
Gross risk: Medium impact risk with a medium probability.
12. Disposals 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
further acquisitions.
Gross risk: Medium impact risk with a medium to high probability.
Directors' Responsibility Statement
The Directors confirm that these interim condensed consolidated interim
financial statements have been prepared with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority and that the interim management report includes a fair
review of the information required by DTR 4.2.7 and DTR 4.2.8 namely:
(a) An indication of important events that have occurred during the first
six months of the financial year and their impact on the interim condensed
consolidated set of financial statements; and
(b) Material related-party transactions in the first six months of the
financial year and any material changes in the related-party transactions
described in the last Annual Report.
On the behalf of the Board
Allan
Lockhart
Will Hobman
Chief Executive
Chief Financial Officer
2 December 2025
Copies of this announcement are available on the Company's website at
www.nrr.co.uk (http://www.nrr.co.uk) and can be requested from the Company's
registered office at 89 Whitfield Street, London, W1T 4DE.
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
Six months ended 30 September 2025 Six months ended 30 September 2024
Unaudited
Notes Operating Fair value adjustments Total Operating Fair value adjustments Total
and
£m
£m
and
£m
£m
financing
financing
£m
£m
Revenue 4 62.2 - 62.2 31.8 - 31.8
Property operating expenses* 5 (31.4) - (31.4) (9.1) - (9.1)
Net property income 30.8 - 30.8 22.7 - 22.7
Administrative expenses 6 (10.5) - (10.5) (7.6) - (7.6)
Share of profit from associates 14 - 0.1 0.1 - - -
Net property valuation movement 12 - 4.6 4.6 - (2.2) (2.2)
Loss on disposal of subsidiary 7 (1.1) - (1.1) - - -
Loss on disposal of investment properties 8 (1.4) - (1.4) (0.2) - (0.2)
Operating profit 17.8 4.7 22.5 14.9 (2.2) 12.7
Finance income 9 1.5 - 1.5 3.1 - 3.1
Finance costs 9 (10.2) - (10.2) (7.6) - (7.6)
Profit / (loss) for the period before taxation 9.1 4.7 13.8 10.4 (2.2) 8.2
Taxation 0.6 - 0.6 - - -
Profit / (loss) for the period 9.7 4.7 14.4 10.4 (2.2) 8.2
Total comprehensive profit / (loss) for the period 9.7 4.7 14.4 10.4 (2.2) 8.2
There are no items of other comprehensive income for the current or prior
period.
Earnings per share
Basic (pence) 10 3.1 2.6
Diluted (pence) 10 3.1 2.6
*Included in property operating expenses is an expected credit loss charge of
£0.9 million (30 September 2024: £0.6 million reversal) relating to trade
receivables.
INTERIM CONSOLIDATED BALANCE SHEET
As AT 30 SEPTEMBER 2025
Notes 30 September 31 March
2025 2025
£m
£m
Unaudited
Non-current assets
Investment properties 12 876.0 939.0
Right of use assets 17.0 18.1
Investment in associates 14 5.2 5.3
Property, plant and equipment 3.9 3.8
Goodwill 3.6 3.6
Intangible asset 0.7 0.9
Total non-current assets 906.4 970.7
Current assets
Trade and other receivables 15 21.7 22.1
Cash and cash equivalents 16 88.6 61.3
Total current assets 110.3 83.4
Total assets 1,016.7 1,054.1
Equity and liabilities
Current liabilities
Trade and other payables 17 55.3 53.4
Lease liability 1.5 1.8
Total current liabilities 56.8 55.2
Non-current liabilities
Lease liability 71.4 71.8
Borrowings 18 437.6 437.0
Total non-current liabilities 509.0 508.8
Net assets 450.9 490.1
Equity
Share capital 19 4.3 4.7
Share premium 18.7 53.9
Merger reserve 74.3 74.3
Investment in own shares (2.9) (1.4)
Retained earnings 356.5 358.6
Total equity 450.9 490.1
Net Asset Value (NAV) per share (pence)
Basic 10 105p 103p
Diluted 10 105p 102p
EPRA NTA 10 104p 102p
The interim financial statements were approved by the Board of Directors on 2
December 2025 and were signed on its behalf by:
Allan Lockhart Will Hobman
Chief Executive Chief Financial Officer
NewRiver REIT plc
Registered number: 10221027
INTERIM CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 September 2025
30 September 30 September
2025 2024
£m
£m
Notes
Cash flows from operating activities
Profit for the period before taxation 13.8 8.2
Adjustments for:
Loss on disposal of investment properties 8 1.4 0.2
Loss on disposal of a subsidiary 7 1.1 -
Net valuation movement 12 (4.6) 2.2
Net valuation movement in associates 14 (0.1) -
Share of profit from associates 14 - -
Net interest expense 9 8.7 4.5
Rent free lease incentives (0.8) (0.2)
Movement in expected credit loss 5 0.9 (0.6)
Amortisation of legal and letting fees (0.4) -
Tenant incentives (0.2) -
Amortisation of intangible assets 0.2 -
Depreciation and impairment on property plant and equipment 1.0 0.2
Share-based payment expense 0.8 0.6
Cash generated from operations before changes in working capital 21.8 15.1
Changes in working capital
Decrease / (increase) in trade and other receivables 0.1 (4.5)
(Decrease) / increase in payables and other financial liabilities (3.6) 2.0
Cash generated from operations 18.3 12.6
Interest paid (4.2) (2.1)
Interest income 1.5 3.4
Corporation tax received 0.6 -
Dividends received from joint venture 13 - 0.1
Dividends received from associates 14 0.2 0.1
Net cash generated from operating activities 16.4 14.1
Cash flows from investing activities
Return of investment from associate (0.1) -
Disposal of investment properties 8 12.0 3.8
Disposal of subsidiary 7 57.2 -
Development and other capital expenditure 12 (3.2) (1.1)
Acquisition of subsidiaries, net of cash acquired - (5.0)
Net cash generated from / (used in) investing activities 65.9 (2.3)
Cash flows from financing activities
Repayment of principal portion of lease liability (0.7) (0.4)
Equity placing and retail offer - 48.9
Share buyback 19 (36.1) -
Purchase of own shares 19 (2.3) -
Dividends paid - ordinary (15.9) (8.7)
Net cash (used in) / from financing activities (55.0) 39.8
Cash and cash equivalents at beginning of the period 61.3 132.8
Net increase in cash and cash equivalents 27.3 51.6
Cash and cash equivalents at 30 September 88.6 184.4
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2025
Notes Share capital Share premium Merger reserve Retained earnings Total
£m
£m
£m
£m
£m
Investment in own shares
£m
As at 31 March 2025 (audited) 4.7 53.9 74.3 (1.4) 358.6 490.1
Profit for the period after taxation and total comprehensive income - - - 14.4 14.4
-
Transactions with equity holders
Share-based payments - - - 0.8 - 0.8
Purchase of own shares 19 - - - (2.3) - (2.3)
Share buyback 19 (0.5) (35.6) - - - (36.1)
Issue of new shares 19 0.1 0.4 - - - 0.5
Dividends paid 11 - - - - (16.5) (16.5)
As at 30 September 2025 (unaudited) 4.3 18.7 74.3 (2.9) 356.5 450.9
As at 31 March 2024 (audited) 3.1 4.0 (2.3) (3.0) 359.3 361.1
Profit for the period after taxation and total comprehensive income - - - 8.2 8.2
-
Transactions with equity holders - 0.6 0.6
Share-based payments - - -
Equity placing and retail offer 0.6 48.3 - - - 48.9
Issue of new shares 0.1 1.3 - - - 1.4
Dividends paid 11 - - - - (9.8) (9.8)
As at 30 September 2024 (unaudited) 3.8 53.6 (2.3) (3.0) 358.3 410.4
condensed NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
The interim condensed consolidated financial statements ('interim financial
statements') including the notes to the interim financial statements are
unaudited and do not constitute statutory accounts as defined in section 434
of the Companies Act 2006. The financial information for the year ended 31
March 2025 included in this report was derived from the statutory accounts for
the year ended 31 March 2025, a copy of which has been delivered to the
Registrar of Companies. The auditor's report on these accounts was
unqualified, did not include a reference to any matters to which the auditor
drew attention by way of emphasis of matter and did not contain a statement
under sections 498 (2) or (3) of the Companies Act 2006.
These interim financial statements have been approved for issue by the Board
of Directors on 2 December 2025.
Summary of significant accounting policies
The principal accounting policies applied in the preparation of these interim
financial statements are set out below. These policies have been consistently
applied to all periods presented.
Basis of preparation
These interim financial statements for the six month period ended 30 September
2025 have been prepared on the basis of the policies set out in the annual
consolidated financial statements for the year ended 31 March 2025 and in
accordance with UK adopted IAS 34 and the Disclosure and Transparency Rules
sourcebook of the UK's Financial Conduct Authority.
The interim financial statements need to be read in conjunction with the
annual consolidated financial statements for the year ended 31 March 2025
which were prepared in accordance with the requirements of the Companies Act
2006 and UK adopted international accounting standards.
The current period financial information presented in this document has been
reviewed, not audited.
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 2028. 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 by 5% during the second half of FY26 and remain
flat throughout the remainder of the forecast horizon, in contrast to the
modest growth of +0.5% across the portfolio in HY26, which importantly
included +0.4% growth in our Core Shopping Centres and +1.7% in our Retail
Parks in the six months to 30 September 2025, which represent 94% of our
Portfolio looking forwards;
● A 15% reduction in net income. This reflects a significant downside given rent
collection rates are currently 97% for HY26 and have now stabilised at 99% for
FY25 rental billings, back to pre-Covid levels, and occupancy rates have been
maintained at a high 95%;
● No disposal proceeds assumed throughout the forecast period, despite the
completion of an average c.£46 million of disposals in each of the five years
ending 31 March 2025 and a further £71 million of disposals in the six
months to 30 September 2025, including the disposal of the Abbey Centre in
Newtownabbey for £59 million, in-line with March 2025 and March 2024
valuations, and our commitment to reduce LTV to within our 40% guidance in the
medium-term and create 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 45% 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.
Basis of consolidation
The interim financial statements incorporate the interim financial statements
of the Company and its subsidiaries. The interim financial statements account
for interests in joint venture and associates using the equity method of
accounting per IFRS 11 and IAS 28 respectively. The Group's financial
performance is not seasonal.
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.
New standards and amendments
The Group has adopted the following amendments for the first time in the 6
months ended 30 September 2025:
- Non-current liabilities with covenants (Amendment to IAS 1)
- Leases on sale and leaseback (Amendment to IFRS 16)
- Supplier finance Arrangements (Amendment to IAS 7 and IFRS 7)
- Reduced disclosure framework (Amendment to FRS 101)
- IAS 21 The Effects of Changes in Foreign Exchange Rates
(Amendment): Lack of exchangeability
- IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures (Amendment): Classification and Measurement of Financial
Instruments - 1 January 2026
Adopting these amendments has not impacted amounts recognised in prior periods
or are expected to have a material impact in future periods based on the
Group's current strategy.
Standards and amendments issued but not yet effective
A number of new amendments relevant to the Group have been issued but are not
yet effective for the current accounting period. The impact of these standards
or interpretations on the Group's financial statements is currently being
considered but is unlikely to be material.
2. Critical accounting judgements and estimates
The preparation of interim 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 period, 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 continues to meet the REIT conditions.
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 12. Small
changes in the key estimates, such as the estimated rental value, can have a
significant impact on the valuation of the investment properties, and
therefore a significant impact on the interim 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. Estimated costs of a development project will inversely
affect the valuation of development properties. 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 12 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.
3. Segmental reporting
In the prior period (six months ended 30 September 2024) the Group acquired
Ellandi 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.
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 30 September 2024 have been
restated to align with the basis of presentation for the period ended 30
September 2025.
Segment result Six months ended 30 September 2025
Owned Capital Partnerships Group Adjustments IFRS
Retail
£m Snozone* £m £m (Operating and financing)
£m
£m £m
Revenue 54.5 1.7 - 56.2 6.0 62.2
Property operating costs (24.8) - - (24.8) (6.6) (31.4)
Net property income 29.7 1.7 - 31.4 (0.6) 30.8
Administrative expenses (6.3) - - (6.3) (4.2) (10.5)
Other income - - (1.6) (1.6) 1.6 -
Operating profit 23.4 1.7 (1.6) 23.5 (3.2) 20.3
Net finance costs (9.0) - - (9.0) 0.3 (8.7)
Taxation 0.6 - - 0.6 - 0.6
Segment result (Underlying Funds From Operations) 15.0 1.7 (1.6) 15.1
*Snozone segment acquired as part of the Capital & Regional acquisition
For an explanation of the nature of the adjustments in FY26 please refer to
the finance review.
Segment result Six months ended 30 September 2024
Owned Capital Partnerships Group Adjustments IFRS
Retail
£m Snozone* £m £m (Operating and financing)
£m
£m £m
Revenue 29.9 1.2 - 31.1 0.7 31.8
Property operating costs (9.3) - - (9.3) 0.2 (9.1)
Net property income 20.6 1.2 - 21.8 0.9 22.7
Administrative expenses (5.5) - - (5.5) (2.1) (7.6)
Other income - - - - - -
Operating profit 15.1 1.2 - 16.3 (1.2) 15.1
Net finance costs (4.8) - - (4.8) 0.3 (4.5)
Segment result (Underlying Funds From Operations) 10.3 1.2 - 11.5
*Snozone segment acquired as part of the Capital & Regional acquisition,
post period end in December 2024
Revenue and other income by country
30 September 30 September
2025 2024
£m £m
UK 60.9 31.8
Spain 1.3 -
Revenue 62.2 31.8
Total non-current assets by country
30 September 31 March
2025 2025
£m £m
UK 905.2 968.2
Spain 1.2 1.5
Non-current assets 906.4 969.7
4. Revenue
Six Months ended
30 September 2025 30 September 2024
£m
£m
Property rental and related income* 41.8 24.5
Amortisation of tenant incentives and letting costs (1.0) (0.7)
Surrender premiums and commissions 1.1 0.2
Rental related income 41.9 24.0
Asset management fees 3.4 2.3
Service charge income** 12.2 5.5
Snozone income 4.7 -
Revenue 62.2 31.8
*Included within property rental and related income is car park income of
£5.5 million (30 September 2024: £2.3 million) which falls under the scope
of IFRS 15. The remainder of the income is covered by IFRS 16.
**Service charge income has increased in the period due to the acquisition of
Capital & Regional which accounted for £6.2 million of the increase.
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
Six Months ended
30 September 2025 30 September 2024
£m
£m
Service charge expense* 17.3 7.4
Rates on vacant units 1.3 0.8
Expected credit loss charge / (reversal) 0.9 (0.6)
Other property operating expenses 5.1 1.5
Snozone operating expenses** 6.8 -
Property operating expenses 31.4 9.1
* Service charge expense has increased in the period due to the acquisition of
Capital & Regional which accounted for £9.3 million of the increase.
**The acquisition of Capital & Regional in December 2024 included the
Snozone business
6. Administrative expenses
Six Months ended
30 September 2025 30 September 2024
£m
£m
Wages and salaries 5.1 3.6
Social security costs 0.8 0.6
Other pension costs 0.2 0.1
Staff costs 6.1 4.3
Depreciation(1) 0.3 0.2
Share-based payments 1.0 0.7
Exceptional costs(2) 0.1 0.3
Amortisation of intangibles(3) 0.2 -
Costs to unlock(4) 1.2 -
Other administrative expenses 1.6 2.1
Administrative expenses 10.5 7.6
1. Depreciation is inclusive of £0.1 million (30 September 2024: £0.1
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:
Six Months ended
30 September 2025 30 September 2024
£m
£m
Administrative expenses 10.5 7.6
Adjust for:
Asset management fees (3.4) (2.3)
Share of associates' expenses - -
Share-based payments (1.0) (0.7)
Exceptional costs(1) (0.1) (0.3)
Amortisation of intangibles(2) (0.2) -
Costs to unlock(3) (1.2) -
Group's share of net administrative expenses 4.6 4.3
Property rental and related income(4) 40.8 25.0
Share of associates' property income 0.4 0.4
Property rental, other income and related income 41.2 25.4
Net administrative expenses as a % of property income (including share of 11.2% 16.9%
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
4. This balance excludes the amortisation of tenant incentives and letting
costs of £1.0 million (30 September 2024: £0.7 million) and includes an
expected credit loss charge of £1.0 million (30 September 2024: £0.5 million
reversal), which excludes the £0.1 million expected credit loss reversal (30
September 2024: £0.1 million) forward looking element of the calculation.
7. Loss on disposal of subsidiary
Six months to 30 September 2025
On 22 May 2025, the Group completed the disposal of Abbey Centre, Newtownabbey
in Northern Ireland. The headline price was £58.8 million and the net cash
proceeds were £58.0 million.
£m
Carrying value at 22 May 2025 58.3
Net cash proceeds 58.0
Transaction costs (0.8)
Net proceeds 57.2
Loss on disposal of subsidiary (1.1)
Six months to 30 September 2024
There were no disposals in the six months ended 30 September 2024.
8. Loss on disposal of investment properties
Six Months ended
30 September 2025 30 September 2024
£m
£m
Gross disposal proceeds 12.1 3.0
Carrying value (13.4) (3.0)
Cost of disposal (0.1) (0.2)
Loss on disposal of investment properties (1.4) (0.2)
9. Finance income and finance costs
Six Months ended
30 September 2025 30 September 2024
£m
£m
Income from loans with associates 0.1 0.1
Income from treasury deposits 1.4 3.0
Finance income 1.5 3.1
Interest on borrowings (9.0) (6.3)
Finance cost on lease liabilities (1.2) (1.3)
Finance costs (10.2) (7.6)
10. Performance measures
A reconciliation of the performance measures to the nearest IFRS measure is
below:
Six Months ended
30 September 2025 30 September 2024
£m
£m
Profit for the period after taxation 14.4 8.2
Adjustments
Net valuation movement (4.6) 2.2
Loss on disposal of investment properties 1.4 0.2
Loss on disposal of subsidiary 1.1 -
Exceptional costs(1) 0.1 0.3
Amortisation of intangibles(2) 0.2 -
Costs to unlock transaction synergies(3) 1.2 -
Group's share of associates' adjustments
Revaluation of investment properties (0.1) -
EPRA earnings 13.7 10.9
Share-based payment charge 1.0 0.7
Forward looking element of IFRS 9(4) (0.1) (0.1)
Snozone depreciation 0.3 -
Snozone lease liability amortisation and interest 0.2 -
Underlying Funds From Operations (UFFO) 15.1 11.5
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
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
Six Months ended
Number of shares 30 September 2025 30 September 2024
No. m
No. m
Weighted average number of ordinary shares for the purposes of Basic EPS, UFFO 464.7 314.2
and EPRA
Effect of dilutive potential ordinary shares:
Performance share plan 1.1 1.9
Deferred bonus shares 0.6 0.5
Weighted average number of ordinary shares for the purposes of Diluted EPS 466.4 316.6
Six Months ended
30 September 2025 30 September 2024
Pence per share
Pence per share
IFRS Basic EPS 3.1 2.6
IFRS Diluted EPS 3.1 2.6
EPRA EPS 3.0 3.5
UFFO EPS 3.3 3.7
The below table reconciles the differences between the calculation of basic
and EPRA NTA.
EPRA NTA per share and basic NTA per share:
30 September 2025 31 March 2025
£m Shares Pence per £m Shares Pence per share
m
m share
Net assets 450.9 426.7 490.1 475.5
Employee awards vested not yet exercised - 2.3 - 1.2
Net assets - basic per share metrics 450.9 429.0 105p 490.1 476.7 103p
Unexercised employee awards - 1.7 - 2.2
Net assets - diluted per share metrics 450.9 430.7 105p 490.1 478.9 102p
Group's share of associates deferred tax liability 0.9 0.9
Goodwill (3.6) (3.6)
Intangible asset (0.7) (0.9)
EPRA Net Tangible Assets 447.5 430.7 104p 486.5 478.9 102p
11. Dividends
The dividends paid in the period are set out below:
Payment date PID Non-PID Pence per share £m
Six months to 30 September 2024
Ordinary dividends
16 August 2024 3.2 - 3.2 9.8
3.2 - 3.2 9.8
Six months to 30 September 2025
Ordinary dividends
8 August 2025 3.5 - 3.5 16.5
3.5 - 3.5 16.5
Scrip dividends amounting to £0.4 million included within dividends paid in
the period (30 September 2024: £1.4 million).
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.
12. Investment properties
30 September 31 March
2025 2025
£m
£m
Fair value brought forward as at 1 April 887.5 533.8
Acquisitions* - 344.7
Capital expenditure 3.2 9.7
Lease incentives, letting and legal costs 1.3 1.0
Disposals (13.4) (3.9)
Disposal of subsidiary (58.8) -
Net valuation movement 4.7 2.2
Fair value carried forward 824.5 887.5
Right of use asset (investment property) 51.5 51.5
Fair value carried forward 876.0 939.0
* Prior year acquisitions of £344.7 million comprise six investment
properties acquired through the Capital & Regional transaction.
The Group's investment properties have been valued at fair value on 30
September 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 30 September 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.
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.
30 September 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 185.2 15.4 (15.2) (23.5) 32.7
Shopping Centres - Core 584.4 52.3 (50.2) (67.1) 86.9
Shopping Centres - Regeneration 25.3 1.6 (1.6) (0.7) 0.8
Shopping Centres - Work Out 27.9 2.2 (2.2) (3.9) 4.8
High street and other 1.7 0.4 (0.4) (0.2) 0.3
824.5 71.9 (69.6) (95.4) 125.5
31 March 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 Decrease 10% Increase 1.0% Decrease 1.0%
Asset Type 10% £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
Reconciliation to net valuation movement in consolidated statement of
comprehensive income
Net valuation movement in investment properties 30 September 31 March
2025 2025
£m
£m
Net valuation movement in investment properties 4.7 (2.2)
Net valuation movement in right of use asset (0.1) 0.1
Net valuation movement in consolidated statement of comprehensive income 4.6 (2.1)
Reconciliation to properties at valuation in the portfolio
Note 30 September 31 March
2025 2025
£m
£m
Investment property 12 824.5 887.5
Properties held in associates 14 10.2 10.0
Properties at valuation 834.7 897.5
13. Investment in joint venture
As at 30 September 2025 the Group has no joint ventures (31 March 2025: no
joint ventures).
30 September 31 March
2025 2025
£m
£m
Opening balance - 0.1
Disposals - -
Group's share of profit after taxation excluding valuation movement - -
Net valuation movement - -
Dividends - (0.1)
Investment in joint venture - -
The Group was the appointed asset manager on behalf of this joint venture and
received asset management fees, development management fees and
performance-related bonuses. On 2 September 2024, NewRiver Retail Investments
LP (NRI LP) was dissolved.
14. Investment 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 owned 100% of NewRiver Retail (Hamilton)
Limited and NewRiver (Sprucefield) Limited at 30 September 2025.
30 September 31 March
2025 2025
£m
£m
Opening balance 5.3 5.6
Dividends (0.2) (0.4)
Group's share of profit after taxation excluding valuation movement - 0.2
Net valuation movement 0.1 (0.1)
Investment in associates 5.2 5.3
Name Country of incorporation 30 September 31 March
2025 2025
% 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:
Consolidated balance sheet 30 September 2025 31 March 2025
Total Group's Total Group's
£m
share
£m
share
£m
£m
Non-current assets 101.2 10.2 100.3 10.0
Current assets 6.3 0.6 8.7 0.8
Current liabilities (36.3) (3.7) (39.2) (3.9)
Liabilities due in more than one year (50.4) (5.1) (48.2) (4.8)
Net assets 20.8 2.0 21.6 2.1
Loans to associates - 3.2 - 3.2
Net assets adjusted for loans to associates 20.8 5.2 21.6 5.3
Six months ended Six months ended
30 September 2025 30 September 2024
Consolidated statement of comprehensive income Total Group's Total Group's
share
share
£m
£m
£m £m
Revenue 4.4 0.4 4.6 0.4
Property operating expenses (0.9) (0.1) (1.3) (0.1)
Net property income 3.5 0.3 3.3 0.3
Administration expenses - - (0.1) -
Net finance costs (2.5) (0.3) (2.6) (0.3)
1.0 - 0.6 -
Net valuation movement 0.5 0.1 0.1 -
Taxation (0.3) - (0.3) -
Profit after taxation 1.2 0.1 0.4 -
Remove net valuation movement (0.5) (0.1) (0.1) -
Group's share of associates' profit before valuation movements 0.7 - 0.3 -
15. Trade and other receivables
30 September 31 March
2025 2025
£m
£m
Trade receivables 2.5 5.0
Restricted monetary assets 7.0 5.0
Service charge receivables* 3.9 2.6
Other receivables 1.5 0.8
Prepayments 3.1 5.1
Accrued income 3.7 3.6
21.7 22.1
*Included in service charge receivables is £4.6 million of service charge
debtors (31 March 2025: £3.2 million), Value added taxation of £0.5 million
(31 March 2025: £nil) and £(1.2) million of bad debt provision (31 March
2025: £(0.6) million).
Trade receivables are shown net of a loss allowance of £2.7 million (31 March
2025: £2.4 million). The provision for doubtful debts is calculated as an
expected credit loss on trade receivables in accordance with IFRS 9. The
charge to the consolidated statement of comprehensive income in relation to
doubtful debts made against tenant debtors was £0.3 million (31 March 2025:
£0.2 million release). 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 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 on a basis of shared credit risk characteristics and an assumption
around the tenant's 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.
30 September 31 March
2025 2025
£m
£m
Opening loss allowance relating to trade receivables at 1 April 2.4 1.9
Increase / (decrease) in loss allowance recognised in the consolidated 0.1 (0.2)
statement of comprehensive income during the period / year in relation to
tenant debtors
Loss allowance utilisation 0.2 0.7
Closing loss allowance relating to trade receivables at 30 September / 31 2.7 2.4
March
The restricted monetary asset 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.
16. Cash and cash equivalents
As at 30 September 2025 and 31 March 2025 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 period.
17. Trade and other payables
30 September 31 March
2025 2025
£m
£m
Trade payables 3.6 1.6
Service charge liabilities* 13.7 15.8
Other payables 7.3 7.9
Accruals 20.9 18.1
Value Added Taxation 1.8 1.8
Rent received in advance 8.0 8.2
55.3 53.4
* Service charge liabilities include accruals of £0.6 million (31 March 2025:
£1.1 million), service charge creditors and other creditors of £9.7 million
(31 March 2025: £12.2 million), Value added taxation of £nil (31 March 2025:
£0.3 million) and deferred income of £3.4 million (31 March 2025: £2.2
million).
18. Borrowings
Maturity of drawn borrowings: 30 September 2025 31 March
£m
2025
£m
Between one and two years - 140.0
Between two and three years 440.0 300.0
Between three and four years - -
Between four and five years - -
Less unamortised fees / discount (2.4) (3.0)
437.6 437.0
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 30 September 2025 the fair value
was £293.7 million (31 March 2025: £283.2 million).
As at 30 September 2025, the fair value of The Mall facility was £134.0
million (31 March 2025: £133.2 million).
Secured borrowings: Maturity date Facility Facility Unamortised facility fees / discount £m
£m
£m
drawn
£m
The Mall January 2028 140.0 140.0 (0.2) 139.8
140.0 140.0 (0.2) 139.8
In the period, the Group exercised a +1 year extension on the Mall facility
which increased maturity to January 2028.
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 (1.4) 298.6
400.0 300.0 (2.2) 297.8
*In addition, the Group have two +1 year extension options to extend maturity
to November 2028 subject to lender consent
Total borrowings 540.0 440.0 (2.4) 437.6
19. 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 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(1) 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(2) 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
Shares issued under employee share schemes 0.7 - 477.1 0.9 476.2
Scrip dividends issued 0.6 0.74 477.7 0.9 476.8
Share buyback(3) (47.7) 0.75 430.0 0.9 429.1
EBT share purchase(4) (3.0) 0.75 430.0 3.9 426.1
Shares issued under employee share schemes 0.6 - 430.0 3.3 426.7
30 September 2025 430.0 3.3 426.7
1. 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
2. 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
3. In August 2025, the Group completed a share buyback purchasing 47.7 million
shares from Growthpoint Properties at 75 pence per share representing 10% of
the Group's issued share capital for £36.1 million which includes £0.3
million of associated costs
4. In August 2025, the Group also purchased 3.0 million shares for £2.3
million at 75 pence per share to fund the Employee Benefit Trust (EBT)
All shares issued and authorised are fully paid up.
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.
At 30 September 2025 there were 3,298,567 ordinary shares held by EBT (31
March 2025: 1,624,929).
20. 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 and borrowings.
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
30 September 31 March
2025 2025
£m
£m
Financial assets
Financial assets at amortised cost
Trade and other receivables 14.9 14.1
Cash and cash equivalents 88.6 61.3
Total financial assets and maximum exposure to credit risk 103.5 75.4
Financial liabilities
At amortised cost
Borrowings (437.6) (437.0)
Lease liabilities (72.9) (73.6)
Payables and accruals (41.4) (40.9)
Total financial liabilities (551.9) (551.5)
Net financial liabilities (448.4) (476.1)
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 18 for further details. None of the
financial instruments above are held at fair value.
21. Contingencies and commitments
The Group has no material contingent liabilities (31 March 2025: none). The
Group was contractually committed to £2.7 million of capital expenditure to
construct or develop investment property as at 30 September 2025 (31 March
2025: £2.8 million).
22. Related party transactions
Transactions between the Company and its subsidiaries have been eliminated on
consolidation and are not disclosed in this note.
During the period the Company paid £0.8 million (30 September 2024: £0.7
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 £0.1
million outstanding at 30 September 2025 (30 September 2024: £nil).
The Group has loans with associates of £3.2 million (31 March 2025: £3.2
million).
Management fees are charged to associates for asset management, investment
advisory, project management and accounting services.
Total fees charged were:
30 September 30 September
2025 2024
£m
£m
NewRiver Retail (Hamilton) Limited 0.1 0.1
NewRiver (Sprucefield) Limited 0.1 0.1
As at 30 September 2025, an amount of £0.1 million (30 September 2024: £0.1
million) was due to the Group relating to management fees.
During the period, the Group recognised £0.1 million of interest from
associates (30 September 2024: £0.1 million) and as at 30 September 2025 the
amount owing to the Group was £0.1 million (30 September 2024: £0.1
million).
23. Post balance sheet events
On 6 October 2025, the Group completed the disposal of Marlowes Shopping
Centre and Fareham House, Hemel Hempstead. The gross proceeds of £7.1 million
were in line with the net book value of the property.
On 25 November 2025, Sealand S.à.r.l, the associate entity in which the Group
has a 10% stake, completed the disposal of its 100% owned subsidiary NewRiver
(Sprucefield) Limited, which owns Sprucefield Retail Park, Lisburn. The gross
proceeds of £51.2 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)
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 interim 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 for the period after taxation Note 10 of the Financial Statements
EPRA Net Tangible Assets ('NTA') and EPRA NTA per share Net Assets Note 10 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
EPRA EPS IFRS Basic EPS Note 10 of the Financial Statements
EPRA LTV N/A 'EPRA performance measures' section of this document
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
EPRA Cost Ratio N/A 'EPRA performance measures' section of this document
Total Accounting 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
HY26 HY25
EPRA Earnings Per Share (EPS) 2.9p 3.5p
EPRA Cost Ratio (including direct vacancy costs) 44.7% 37.6%
EPRA Cost Ratio (excluding direct vacancy costs) 41.7% 34.5%
30 September 2025 31 March 2025
EPRA NRV per share 118p 115p
EPRA NTA per share 104p 102p
EPRA NDV per share 108p 107p
EPRA LTV 46.6% 46.1%
EPRA NIY 6.2% 6.8%
EPRA 'topped-up' NIY 6.7% 7.1%
EPRA Vacancy Rate 4.6% 3.9%
EPRA Earnings Per Share: 2.9p
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
HY26 HY25
£m
£m
Earnings per IFRS income statement 14.4 8.2
Adjustments to calculate EPRA Earnings, exclude:
Changes in value of investment properties, development properties held for (4.6) 2.2
investment and other investment interests
Profits or losses on disposal of investment properties, development properties 2.5 0.2
held for investment and other investment interests
Adjustments related to non-operating and exceptional items* 1.5 0.3
Adjustments to above in respect associates (unless already included under (0.1) -
proportional consolidation)
EPRA Earnings 13.7 10.9
Basic number of shares 464.7m 314.2m
EPRA Earnings per Share (EPS) 2.9p 3.5p
*Adjustments related to non-operating and exceptional items include £0.1
million expenses relating to the acquisition of Ellandi, £0.2 million
amortisation of the intangible asset recognised on the acquisition of Ellandi,
and £1.2 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)
HY26 HY25
£m
£m
EPRA Earnings 13.7 10.9
Share-based payment charge 1.0 0.7
Forward-looking element of IFRS 9 (0.1) (0.1)
Snozone depreciation 0.3 -
Snozone lease liability amortisation and interest 0.2 -
Underlying Funds From Operations (UFFO) 15.1 11.5
Basic number of shares 464.7m 314.2m
UFFO per share 3.3p 3.7p
EPRA NRV per share: 118p; EPRA NTA per share: 104p; EPRA NDV per share: 108p
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.
30 September 2025 EPRA NRV EPRA NTA EPRA NDV
£m £m £m
IFRS Equity attributable to shareholders 450.9 450.9 450.9
Fair value of financial instruments - - -
Deferred tax in relation to fair value gains of Investment Property 0.9 0.9 -
Fair value of debt - - 12.3
Goodwill - (3.6) -
Intangible asset - (0.7) -
Purchasers' costs 55.8 - -
EPRA NRV / NTA / NDV 507.6 447.5 463.2
Fully diluted number of shares 430.7 430.7 430.7
EPRA NRV / NTA / NDV per share 118p 104p 108p
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
EPRA LTV: 46.6%
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.
30 September 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 (33.6) - (0.3) (33.9)
Cash and cash equivalents 88.6 - 0.5 89.1
Net Debt (A) (385.0) - (4.1) (389.1)
Investment property at fair value 824.5 - 10.2 834.7
Total Property Value (B) 824.5 - 10.2 834.7
LTV (A/B) 46.7% 46.6%
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
LTV (A/B) 46.2% 46.1%
EPRA NIY: 6.2%, EPRA 'topped-up' NIY: 6.7%
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.
30 September 2025 31 March 2025
£m
£m
Properties at valuation - wholly owned 824.5 887.5
Properties at valuation - share of associates 10.2 10.0
Trading property (including share of associates) - -
Less: Developments (10.6) (10.0)
Completed property portfolio 824.1 887.5
Allowance for estimated purchasers' costs and capital expenditure 81.3 90.8
Grossed up completed property portfolio valuation B 905.4 978.3
Annualised cash passing rental income 75.0 85.0
Property outgoings (18.7) (18.5)
Annualised net rents A 56.3 66.5
Add: Notional rent expiration of rent free periods or other lease incentives 4.3 2.7
Topped-up net annualised rent C 60.6 69.2
EPRA NIY A/B 6.2% 6.8%
EPRA 'topped-up' NIY C/B 6.7% 7.1%
EPRA Vacancy rate: 4.6%
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.
30 September 2025 31 March 2025
£m
£m
Estimated Rental Value of vacant retail space A 3.1 2.9
Estimated Rental Value of the retail portfolio B 67.0 74.4
EPRA Vacancy Rate A/B 4.6% 3.9%
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): 44.7%
EPRA Cost Ratio (excluding direct vacancy costs): 41.7%
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.
HY26 FY25 HY25
£m
£m
£m
Administrative/operating expenses per IFRS 17.6 25.6 9.3
Net service charge costs/fees 5.1 5.6 1.9
Management fees less actual/estimated profit element (3.4) (6.2) (2.3)
Share of associates' expenses (net of other income) 0.1 0.2 0.1
Exclude (if part of the above):
Ground rent costs (0.1) 0.7 0.7
EPRA Costs (including direct vacancy costs)* A 19.3* 25.9 9.7
Direct vacancy costs (1.3) (1.8) (0.8)
EPRA Costs (excluding direct vacancy costs)* B 18.0* 24.1 8.9
Gross Rental Income less ground rents - per IFRS 42.8 61.8 25.4
Add: share of associates (Gross Rental Income less ground rents) 0.4 0.8 0.4
EPRA Gross Rental Income C 43.2 62.6 25.8
EPRA Cost Ratio (including direct vacancy costs)* A/C 44.7%* 41.4% 37.6%
EPRA Cost Ratio (excluding direct vacancy costs)* B/C 41.7%* 38.5% 34.5%
*EPRA definition of costs includes £0.1 million exceptional expenses relating
to the acquisition of Ellandi and £1.2 million net costs in relation to
unlocking expected net cost synergies following the acquisition of Capital
& Regional. Within the Capital & Regional transaction we acquired six
investment properties which have a lower gross to net rent ratio than the
existing NewRiver portfolio. In October 2025, we disposed of the smallest
asset acquired from Capital & Regional, The Marlowes in Hemel Hempstead,
which also had the lowest margin in the Capital & Regional portfolio.
Excluding the exceptional items and adjusting for the Hemel disposal, the EPRA
Cost Ratio (including direct vacancy costs) and EPRA Cost Ratio (excluding
direct vacancy costs) would be 39.7% and 37.0% respectively. In addition the
impact of retail restructurings means we have temporarily experienced a modest
increase in expected credit loss in the first half and is likely to result in
some income disruption in the second half which we expect to improve looking
forward as we negotiate the best possible terms or seek alternative occupiers.
Reconciliation of EPRA Costs (including direct vacancy costs) to Net
Administrative expenses per IFRS
HY26 FY25 HY25
£m
£m
£m
EPRA Costs (including direct vacancy costs) A 19.3 25.9 9.7
Exclude:
Ground rent costs 0.1 (0.7) (0.7)
Exceptional costs(1) (0.1) (0.7) (0.3)
Costs to unlock(2) (1.2) (1.1) -
Share of associates property expenses (net of other income) (0.1) (0.2) (0.1)
Other operating income/recharges intended to cover overhead expenses less any - - -
related profits
Net service charge costs (5.1) (5.6) (1.9)
Operating expenses (excluding service charge expense and Snozone operating (7.3) (7.4) (1.7)
expenses)
Tenant incentives (included within income) (0.1) (0.2) (0.1)
Letting & legal costs (included within income) (0.9) (1.3) (0.6)
Group's share of net administrative expenses as per IFRS D 4.6 8.7 4.3
EPRA Gross Rental Income C 43.2 62.6 25.8
Ground rent costs 0.1 (0.7) (0.7)
Expected credit (loss) / reversal (1.0) 0.4 0.5
Surrender premiums and commissions (1.1) (0.6) (0.2)
Property rental, other income and related income as per IFRS E 41.2 61.7 25.4
Administrative cost ratio as per IFRS D/E 11.2% 14.1% 16.9%
1. Exceptional costs comprise acquisition costs relating to the acquisition of
Ellandi
2. Costs to unlock comprise net costs in relation to unlocking expected net
cost synergies following the acquisition of Capital & Regional
Property related capital expenditure and tenant incentives (additional
disclosure)
Year ended Year ended
30 September 2025 31 March 2025
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 1.1 - 1.1 0.2 - 0.2
Investment properties
Incremental lettable space 0.4 0.1 0.5 2.2 0.2 2.4
Non incremental lettable space 1.3 - 1.3 0.5 - 0.5
Capital contributions and tenant incentives(2) 0.7 - 0.7 1.9 - 1.9
Other material non-allocated types of expenditure(3) - - - 5.0 - 5.0
Capitalised interest - - - - - -
Total property related capital expenditure and tenant incentives 3.5 0.1 3.6 354.5 0.2 354.7
Non-cash components of the Capital & Regional transaction - - - (288.7) - (288.7)
Conversion from accrual to cash basis (0.3) (0.1) (0.4) (0.1) - (0.1)
Total property related capital expenditure and tenant incentives on cash basis 3.2 - 3.2 65.7 0.2 65.9
1. Acquisitions of £344.7 million in the prior 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
2. Capital contributions and tenant incentives above includes Tenant
incentives of £0.3 million (31 March 2025: £0.3 million) paid during the
year net of associated amortisation of £(0.1) million (31 March 2025: £(0.2)
million) recognised in the consolidated statement of comprehensive income
3. Other material non-allocated types of expenditure in the prior year 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 £0.2 million (31 March 2025:
£0.3 million) have been capitalised as such during the period.
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 Costs: is an EPRA definition of recurring operating and administrative
costs comprising property operating expenses, administrative and overhead
costs, and other costs adjusted to include tenant incentive and legal and
letting costs, net service charge costs and exclude Management fees less
actual/estimated profit element, ground rents and non-recurring, non-property
and exceptional items.
EPRA cost ratio: Is administrative and operating costs expressed as a
percentage of gross rental income on a proportionally consolidated basis in
accordance with EPRA guidelines as to the basis of both elements. The ratio
indicates the efficiency of the property platform by showing the proportion of
income consumed by recurring operating and administrative costs.
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 Gross Rental Income: Is an EPRA definition of gross rental income
comprising Rental related income on an IFRS basis, including Surrender
premiums and commissions and excluding tenant incentive and legal and letting
costs, and adjusted to include ground rent costs.
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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