REG - Shaftesbury Capital - Half-year Report
Tue 07:00
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RNS Number : 8802S Shaftesbury Capital PLC 29 July 2025
Press Release
SHAFTESBURY CAPITAL PLC ("THE COMPANY")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2025
29 JULY 2025
CONTINUED STRONG OPERATING AND FINANCIAL PERFORMANCE
Ian Hawksworth, Chief Executive, commented:
"We are delighted to deliver continued strong performance, with growth in
rents, earnings, dividends, valuation and EPRA NTA. Our West End portfolio
continues to be busy and vibrant with high footfall and seven days a week
trading. Leasing demand is strong with 193 transactions completed 9 per cent
ahead of December 2024 ERV. Valuations have increased by 3 per cent driven by
ERV growth and stable yields.
We have entered the second half of the year with positive momentum. Supported
by a strong balance sheet and access to liquidity, we are well positioned to
grow the business and take advantage of market opportunities in London's West
End."
Highlights
· 193 leasing transactions, representing £19.2 million of contracted rent, 9.0 per cent ahead of December 2024 ERV and 16.3 per cent ahead of previous passing rents
· High occupancy: 2.4 per cent of ERV available to let, with positive trends in footfall and customer sales in aggregate across our prime West End portfolio
· 16 per cent growth in underlying earnings to 2.2 pence per share and interim dividend increased to 1.9 pence per share
· Portfolio valuation increased by 3.1 per cent to £5.2 billion driven by 2.9 per cent like-for-like increase in ERV to £261 million, with the equivalent yield stable at 4.46 per cent
· 3.3 per cent increase in EPRA NTA to 206.8 pence per share
· Continued investment in our portfolio through £71 million of capital expenditure and acquisitions presenting excellent asset management and rental growth opportunities
· Completion in April of £2.7 billion long-term partnership with Norges Bank Investment Management in respect of the Covent Garden estate
· Well positioned for growth and investment with low leverage and access to significant liquidity
Presentation of information
The property level information set out within the interim results, including
valuation and rental data, reflects the portfolio under management at 100 per
cent. Further information on the Group share, reflecting the Covent Garden
estate at 75 per cent ownership, following the long-term partnership with
NBIM, is set out on page 42.
KEY FINANCIALS
As at As at
30 June 31 December
2025 2024
Total equity(1) £3,796.0m £3,674.3m
Total equity per share(1) 206.5p 200.4p
EPRA net tangible assets(1) £3,800.5m £3,671.1m
EPRA net tangible assets per share(1) 206.8p 200.2p
Property under management market value(2) £5,184.5m £4,973.5m
Like-for-like property valuation movement +3.1% +4.5%
Like-for-like ERV growth +2.9% +7.7%
EPRA LTV 16.6% 27.4%
Net debt £776.7m £1,405.0m
Net debt to EBITDA 6.1x 10.9x
1 Refer to note 3 'Performance Measures'.
2 Refer to note 10 'Property Portfolio'.
Six months ended Six months ended
30 June 30 June
2025 2024
Gross profit £89.2m £80.7m
Profit for the period(2) £173.0m £86.1m
Basic earnings per share(1) 8.3p 4.7p
JSE headline earnings per share(1 ) 1.6p 1.8p
EPRA earnings per share(1) 2.4p 1.9p
Underlying earnings per share(1) 2.2p 1.9p
Interim dividend per share(3) 1.9p 1.7p
Total property return 4.9% 2.8%
Total accounting return 4.2% 2.5%
Total shareholder return 26.1% 2.0%
1 Refer to note 3 'Performance Measures'.
2 Refer to the 'Consolidated Income Statement'.
3 Refer to note 9 'Dividends'.
Refer to Glossary of terms on pages 51 to 54.
Enquiries:
Shaftesbury Capital PLC +44 (0)20 3214 9150
Ian Hawksworth Chief Executive
Situl Jobanputra Chief Financial Officer
Sarah Corbett Director of Commercial Finance and Investor Relations
Media enquiries:
UK: Hudson Sandler Michael Sandler +44 (0)20 7796 4133
UK: RMS Partners Simon Courtenay +44 (0)20 3735 6551
SA: Instinctif Louise Fortuin +27 (0)11 447 3030
A presentation to analysts and investors will take place today at 08:30am (UK
time) at the offices of UBS, 5 Broadgate, London, EC2M 2QS. The presentation
will also be available to analysts and investors through a live audio call and
webcast and after the event on the Group's website at
www.shaftesburycapital.com (http://www.shaftesburycapital.com)
A copy of this announcement is available for download from our website at
www.shaftesburycapital.com (http://www.shaftesburycapital.com)
About Shaftesbury Capital
Shaftesbury Capital PLC ("Shaftesbury Capital") is the leading
central London mixed-use REIT and is a constituent of the FTSE-250 Index.
Our property portfolio under management, valued at £5.2 billion, extends to
2.7 million square feet of lettable space across the most vibrant areas
of London's West End. With a diverse mix of shops, restaurants, cafés,
bars, residential apartments and offices, our destinations include the high
footfall, thriving neighbourhoods of Covent Garden, Carnaby, Soho and
Chinatown. Our properties are close to the main West End Underground stations
and transport hubs for the Elizabeth Line. Shaftesbury Capital shares are
listed on the London Stock Exchange ("LSE") (primary) and the Johannesburg
Stock Exchange ("JSE") (secondary) and the A2X (secondary).
Our purpose
Investing to create thriving destinations in London's West End where people
enjoy visiting, working, and living.
Our values
We have a set of values that are fundamental to our behaviour, decision making
and the delivery both of our purpose and strategy: Act with integrity; Take a
creative approach; Listen and collaborate; Take a responsible, long-term view;
and Make a difference.
OPERATING AND PORTFOLIO REVIEW
We are pleased to report on a successful first half of the year delivering
strong performance with continued growth in rental income, earnings,
dividends, property valuation and net tangible assets per share, whilst
further strengthening our financial position. Our West End portfolio continues
to demonstrate its enduring attractiveness to a wide range of occupiers,
consumers and visitors. There are continued positive trends in footfall and
sales across our prime West End portfolio and a strong leasing pipeline.
Customers recognise the exceptional features of our portfolio of actively
managed assets with broad appeal to domestic and international occupiers and
consumers.
During the period, Shaftesbury Capital entered into a long-term partnership
with Norges Bank Investment Management ("NBIM"), the Norwegian sovereign
wealth fund, which acquired a 25 per cent non-controlling interest in the
Covent Garden estate, in line with the December 2024 valuation.
The positive characteristics of our portfolio provide confidence in our target
of 5 to 7 per cent rental growth which, with stable yields, would result in
total accounting returns of 8 to 10 per cent over the medium-term. With our
strong balance sheet and liquidity position, we are well-positioned for
expansion, growth and investment opportunities in London's West End.
Strength of our unique West End portfolio
The West End continues to thrive as a destination for culture, retail, dining,
leisure and entertainment, attracting approximately 200 million visitors
annually. Visitors are drawn to the West End's rich cultural, retail, and
entertainment offerings, reinforcing its position as a premier destination for
highly productive, experience-led travel. West End hotel occupancy remains
strong and the Elizabeth Line is easing the pressure on surrounding West End
underground train stations and increasing accessibility for visitors.
Shaftesbury Capital has assembled an irreplaceable portfolio of heritage
properties in high footfall, globally recognised, iconic destinations in
London's West End including Covent Garden, Carnaby | Soho and Chinatown. These
locations are characterised by high occupancy, low capital requirements and
reliable, growing long-term cash flows. Our attractive and adaptable mixed-use
portfolio of over 600 buildings concentrated in the West End has diversified
income streams from retail and F&B space, complemented by offices and
residential apartments, generally in the upper parts of the buildings. The
portfolio benefits from excellent transport connectivity, including proximity
to the Elizabeth Line, which enhances accessibility and appeal. Customer sales
in aggregate are positive relative to 2024 with strong performance in
particular from retail. Our active, focused approach supports customer
expansion and relocation plans.
Delivering rental growth
There is good visibility on the significant organic growth potential from each
of our locations with embedded reversion in the portfolio of over 600
buildings. Market rent (as represented by ERV) for the portfolio is 25 per
cent higher than current passing rent, resulting in significant upside
potential in rental income through leasing and asset management activity.
Customer sales in aggregate are approximately 30 per cent ahead of
pre-pandemic levels, however retail ERVs are still 2 per cent below 2019
levels, both in nominal terms. Based on our consumer data and experience,
average spend and dwell time have the potential to be significantly higher in
areas of our portfolio, with our mix, category and brand selection designed to
generate higher productivity which should be supportive of rental growth over
time.
There is a rich pipeline of repositioning opportunities across our portfolio.
193 leasing transactions completed during the period, 9.0 per cent ahead of
December 2024 ERV, in turn delivering 2.9 per cent ERV growth over the
six-month period. Annualised gross income increased by 2.1 per cent
(like-for-like) to £208.5 million. The valuation of property under management
increased by 3.1 per cent on a like-for-like basis to £5.2 billion.
Our approach and aggregated ownership of estates, enable us to deliver rental
growth whilst establishing new rental tones, the benefit of which is often
compounded across nearby buildings. The weighted average term to lease expiry
or break is 4.6 years. Approximately 20 per cent of the portfolio ERV
re-prices annually, providing consistent opportunities to capture rental
uplifts and align leases with prevailing market rates.
Our focus is on converting the portfolio's reversionary potential into
contracted income and cash flow. The components of total reversion of £52.3
million are set out below.
Components of the reversion under management
30 June 31 December
2025 2024
£m £m
Annualised gross income 208.5 202.8
Contracted (includes rent-free periods and contractual rent increases) 18.7 14.9
Under offer 2.9 3.0
Available-to-let 5.9 6.3
Under refurbishment 11.7 13.5
Net under-rented 13.1 10.1
ERV 260.8 250.6
Formation of long-term partnership with NBIM
On 1 April 2025, Shaftesbury Capital completed a long-term partnership with
NBIM, the Norwegian sovereign wealth fund, in respect of the Covent Garden
estate. NBIM acquired a 25 per cent non-controlling interest in the estate at
pricing in line with its independent property valuation as at 31 December
2024, resulting in gross cash proceeds to the Group of £574 million.
Shaftesbury Capital retains control and management of the Covent Garden
estate, with fee income from the partnership broadly reflecting the running
costs of managing the estate.
Part of the proceeds have been used to reduce debt, in particular the partial
repayment of the Canada Life term loan in March 2025 (£67.4 million of the
£135 million) and in due course expected repayment of the £275 million of
exchangeable bonds due in March 2026. We will continue to remain disciplined
in our approach to capital allocation, ensuring that we deploy resources where
they can generate value for our shareholders.
Disciplined capital allocation
We continue to demonstrate our ability to drive meaningful performance
improvements, unlocking income and value through active asset management and
refurbishment initiatives.
Our investment activity is focused on Covent Garden, Carnaby | Soho and
Chinatown. We maintain an active approach and look at opportunities to expand,
adding to our growth prospects. Ongoing asset management initiatives continue
across Covent Garden and Carnaby | Soho in particular. During the period, £71
million has been invested in our portfolio, comprising £15.8 million in
capital expenditure and £55 million in targeted acquisitions in Covent Garden
and Soho (before costs), presenting asset management opportunities with
excellent rental growth prospects. The pipeline of acquisitions is
encouraging, with a number of buildings currently under review. Three
properties, including the last remaining Fitzrovia assets, have been disposed
of during the period for gross proceeds of £12.4 million in line with the 31
December 2024 valuation.
Capital commitments totalled £5.8 million as of 30 June 2025. On average,
approximately one per cent of portfolio value is invested annually in
refurbishment, asset management, and repositioning initiatives, including
measures to improve energy performance.
Delivering valuation growth
The valuation of the property portfolio under management increased by 3.1 per
cent on a like-for-like basis to £5.2 billion, equivalent to approximately
£1,893 per square foot on average (Dec 2024: £1,833 per square foot).
The valuation gain has been driven by leasing and asset management activity.
Leasing activity was on average 9.0 per cent ahead of Dec 24 ERV, resulting in
an overall increase in portfolio ERV of 2.9 per cent (like-for-like) to
£260.8 million (Dec 2024: £250.6 million). The equivalent yield was stable
at 4.46 per cent, whilst the portfolio net initial yield is 3.6 per cent and
topped up net initial yield is 3.9 per cent. The equivalent yield for the
commercial portfolio (excluding residential) is 4.6 per cent. Total property
return for the period was 4.9 per cent, ahead of the MSCI Total Return Index
which recorded 3.8 per cent.
Prime West End property yields are stable, supported by occupational and
investment transactional evidence demonstrating demand for high quality, prime
central London real estate from both international and domestic investors. The
investment market continues to be active for smaller lot sizes in core West
End, with signs of increasing demand for larger lot sizes.
Covent Garden generated ERV growth of 2.5 per cent driven by leasing and asset
management activity across the retail and food & beverage space, with 81
leasing transactions signed 8.4 per cent ahead of ERV. Across Carnaby | Soho,
ERV growth was 3.6 per cent during the period, as a result of 78 new leases
and renewals agreed 9.1 per cent ahead of ERV, primarily driven by retail
lettings and asset management activity. During the period, 34 new leases and
renewals were agreed in Chinatown, 11.7 per cent ahead of ERV. ERV growth in
Chinatown was 3.2 per cent over the period, driven by food & beverage
letting activity.
Portfolio by use for six months ended 30 June 2025 Retail Food & Offices Commercial Residential Total Group
beverage portfolio share
portfolio
Valuation (£m)(1) 1,865.0 1,712.8 959.8 4,537.6 645.0 5,182.6 4,496.7
Valuation (%) 36% 33% 19% 88% 12% 100% 100%
L-f-L valuation movement +4.2% +2.9% +3.4% +3.6% -0.2% +3.1% +3.1%
Annualised gross income (£m) 73.4 73.8 38.0 185.2 23.3 208.5 182.2
Annualised gross income (%) 35% 35% 19% 89% 11% 100% 100%
L-f-L annualised gross income movement -0.2% +1.5% +8.7% +2.2% +1.2% +2.1% +2.3%
ERV (£m) 93.5 86.6 55.3 235.4 25.4 260.8 226.4
ERV (%) 36% 33% 21% 90% 10% 100% 100%
ERV psf (£) 131 93 81 102 61 95 95
L-f-L ERV movement +3.8% +2.5% +2.7% +3.1% +1.7% +2.9% +3.0%
Net initial yield 3.6% 4.0% 3.4% 3.7% 2.9% 3.6% 3.6%
Topped up net initial yield 4.0% 4.3% 4.0% 4.1% N/A 3.9% 3.9%
Equivalent yield 4.5% 4.6% 4.9% 4.6% 3.2% 4.5% 4.5%
WAULT 3.8 8.1 3.0 5.2 1.1 4.6 4.6(3)
Floor Area (sq ft m)(2) 0.7 0.9 0.7 2.3 0.4 2.7 2.7(3)
Unit Count(2) 419 391 440 1,250 652 1,902 1,902(3)
1. Excludes £1.9 million of Group properties primarily held in Lillie Square
LP Limited (a wholly-owned subsidiary).
2. Excluding long-leasehold residential interests.
3. WAULT, floor area and unit count have not been adjusted and reflect 100% of
the portfolio.
Portfolio by location for six months ended 30 June 2025 Covent Garden Carnaby | Soho Chinatown Total Group
portfolio share
portfolio
Valuation (£m)(1) 2,743.3 1,700.0 739.3 5,182.6 4,496.7
Valuation (%) 53% 33% 14% 100% 100%
L-f-L valuation movement +2.7% +3.6% +3.1% +3.1% +3.1%
Annualised gross income (£m) 105.1 70.7 32.7 208.5 182.2
Annualised gross income (%) 50% 34% 16% 100% 100%
L-f-L annualised gross income movement +0.6% +4.4% +2.1% +2.1% +2.3%
ERV (£m) 137.6 87.7 35.5 260.8 226.4
ERV (%) 53% 34% 14% 100% 100%
ERV psf (£) 98 96 84 95 95
L-f-L ERV movement +2.5% +3.6% +3.2% +2.9% +3.0%
Net initial yield 3.5% 3.6% 4.0% 3.6% 3.6%
Topped up net initial yield 3.9% 3.9% 4.1% 3.9% 3.9%
Equivalent yield 4.5% 4.5% 4.3% 4.5% 4.5%
WAULT 5.2 4.1 5.5 4.6 4.6(3)
Floor Area (sq ft m)(2) 1.4 0.9 0.4 2.7 2.7(3)
Unit Count(2) 858 694 350 1,902 1,902(3)
1. Excludes £1.9 million of Group properties primarily held in Lillie Square
LP Limited (a wholly-owned subsidiary).
2. Excluding long-leasehold residential interests.
3. WAULT, floor area and unit count have not been adjusted and reflect 100% of
the portfolio.
Independent valuations of the portfolio under management are undertaken in
accordance with Royal Institution of Chartered Surveyors guidelines by CBRE
and Cushman & Wakefield. The valuations represent the aggregated value of
predominantly freehold properties. There is no reflection of any premium or
discount which some potential investors may ascribe to the comprehensive
ownership of a combination of some, or all, parts of the portfolio.
Excellent leasing activity
The portfolio under management represents 2.7 million square feet of lettable
space, comprising 1.6 million square feet of retail and food and beverage
space together with 0.7 million square feet of offices and 652 residential
apartments.
During the period, 193 leasing transactions were concluded with a combined
rental value of £19.2 million, comprising:
· 82 commercial lettings and renewals: £15.0 million, 10.0 per cent ahead of 31 Dec 2024 ERV and 24.3 per cent ahead of previous passing rents; and
· 111 residential lettings: £4.2 million, 5.7 per cent ahead of 31 Dec 2024 ERV and 3.3 per cent ahead of previous passing rents
In addition, 36 commercial rent reviews with a rental value of £9.6 million
were concluded on average 7.1 per cent ahead of previous passing rents.
Leasing transactions across the portfolio by use concluded during the period
New contracted rent % above % above previous passing rent
Use £m Dec-2024
Transactions ERV
Retail 34 6.6 5.2 15.3
Food & beverage 21 4.8 18.8 50.7
Offices 27 3.6 8.2 12.0
Residential 111 4.2 5.7 3.3
Total 193 19.2 9.0 16.3
Leasing transactions by destination concluded during the period
New contracted rent % above % above previous passing rent
Destination £m Dec-2024
Transactions ERV
Covent Garden 81 9.7 8.4 20.3
Carnaby | Soho 78 7.4 9.1 12.5
Chinatown 34 2.1 11.7 11.8
Total 193 19.2 9.0 16.3
Retail (36 per cent of the portfolio under management by ERV)
Our retail portfolio extends to 419 units. Retail leasing activity remains
strong, with sustained occupational demand across our destinations. Units
continue to attract multiple interested parties, creating rental tension and
supporting uplifts in like-for-like rents through new lettings.
Trading conditions have been positive, led by strong performance in premium,
lifestyle and accessories categories. Retailers are drawn to the consistent
seven-day trading environment and high footfall. Our portfolio comprises 419
shops, with an average ERV of £131 per square foot. There have been 12 new
openings in H1, with continued customer expansion supported by the scale and
mix of our portfolio, enabling occupiers to grow within our estate.
Reflecting demand during the period, we completed 34 retail lettings and
renewals with a rental value of £6.6 million. Rents on average were 5.2 per
cent above December 2024 ERV. 15 retail rent reviews with rental value of
£2.0 million were concluded, 12 per cent ahead of previous passing rents.
There have been a number of successful openings across the Covent Garden
portfolio including Nespresso and Dolce & Gabbana. Leading performance
running and lifestyle brand, Saucony opened its store on James Street joining
Swatch, the globally renowned watchmaker, which relocated to a larger unit on
James Street. Strong momentum continues in evolving the Seven Dials offer as
part of our strategy to unify and enhance the Covent Garden district. A number
of high-quality, experience-led brands have been added including luxury
activewear brand Alo Yoga and Swedish outdoor specialist Thule which have
opened on Neal Street.
In recent months, Soho and Carnaby Street have welcomed a number of openings,
reinforcing the area's position as one of London's most vibrant shopping
districts. On Carnaby Street, Tala opened its first UK store delivering a
range of activewear, Farm Rio opened its first dedicated store in the West End
and Pureseoul, a leading UK-Korean beauty retailer, launched its largest
flagship to date, offering over 30 exclusive brands and one of Europe's
largest K-Beauty collections. US shoe brand Autry debuted its first UK store
on Beak Street, offering a selection of vintage-inspired footwear.
Internationally recognised make-up, fragrance, and skincare retailer Charlotte
Tilbury will open a new flagship later this year in a gateway unit to Carnaby
Street at one of its key entrance points. This signing follows the recent
upsizing of the brand in Covent Garden, as we continue to provide
opportunities for customers to expand and grow across our portfolio. MAC
Cosmetics has launched a new experience-led concept as part of a relocation on
Carnaby Street which emulates the vibrancy of Soho's nightlife.
Food and beverage (33 per cent of the portfolio under management by ERV)
Our food and beverage portfolio extends to 391 units and offers a diverse
range of concepts, from accessible casual to premium dining. Despite the
macro-economic uncertainty, demand continues to polarise to our vibrant,
predominantly pedestrian-friendly destinations. There have been a small number
of failures and some sales moderation for certain restaurants, however
positive leasing demand has resulted in available space being filled quickly.
0.5 per cent of the F&B portfolio is available, and over the period, our
West End portfolio welcomed 10 new food and beverage offerings. Trading
performance has been led by bars, pubs and clubs.
21 food and beverage leasing transactions completed with a rental value of
£4.8 million, 18.8 per cent ahead of December 2024 ERV. 18 rent reviews
totalled £7.4 million, 5.9 per cent above previous passing rents.
In Covent Garden, Italian restaurant and bar, Harry's has signed for a
flagship site with a large terrace on the Piazza for guests to dine al fresco
serving a menu of authentic Italian dishes. Vietnamese restaurant Co Thanh is
set to open on Henrietta Street, whilst ADOH!, a new Sri Lankan street food
concept will open on Maiden Lane, which is founded by the team behind Kolamba.
Interactive museum and social gaming experience Spyscape has opened its debut
UK location on Wellington Street. Modern Indian restaurant Kricket has signed
for a new site in Neal's Yard, joining Café Kitsuné in Seven Dials.
Refurbishment of the heritage building anchoring King Street is set to
complete and will be handed over to Greek boutique hotel, Ergon House shortly.
There continues to be strong performance from our Soho portfolio. Founder-led
Soho restaurant, Heard, created by two-Michelin starred chef Jordan Bailey
will open at Foubert's Place providing an offer for office workers, local
residents and visitors. French restaurant and wine bar, Marjorie's, opened at
Foubert's Place with a modern French menu and complementary wines. Breadstall
Pizza, which takes the best elements from both NY and Neapolitan-style pizzas,
has opened on Berwick Street, marking its debut permanent restaurant space.
Boutique pastry specialists Donutelier opened late last year on Carnaby
Street, located at the entrance into Kingly Court. New restaurant, ALTA will
bring northern Spanish cuisine to Kingly Court, over two floors with private
dining rooms and an outdoor terrace.
Chinatown London is renowned for the strength of its authentic East and South
East Asian ("ESEA") culture. Interest in Chinatown, especially from new
international entrants with UK operating partners is healthy and active demand
from existing customers. Recent openings include pastry concept Mrs Bakery,
and quick service vendor Sushi Joy. Songhelou, one of China's oldest
restaurants, has opened a London outpost on Wardour Street, joined by Noodle
& Beer, delivering an authentic Sichuanese experience.
Office (21 per cent of the portfolio under management by ERV)
There is positive leasing demand for prime West End office space, driven by
high-quality, well-equipped environments and estate amenities. Our
refurbishments aim to meet diverse occupier needs, ranging from large
headquarters to smaller, flexible, fitted spaces offering a wide range of
suites that support customer growth and expansion.
The office portfolio benefits from exceptional transport links near key West
End tube stations and is surrounded by vibrant leisure, retail, and dining
amenities. Leasing demand benefits from occupiers relocating from other
central London areas, attracted by the lively atmosphere and high amenity
value of locations like Carnaby and Covent Garden, which also offer strong
environmental credentials.
Refurbishment of 23,000 square feet at The Floral, Covent Garden, rated BREEAM
Excellent, completed and is fully occupied, with new signings on King Street
and Ganton Street, Carnaby, commanding rents of over £110 per square foot.
During the period, 27 office leasing transactions with a rental value of £3.6
million were concluded 8.2 per cent ahead of December 2024 ERV. Rent reviews
with rental value of £0.2 million completed, 7.3 per cent ahead of previous
passing rents.
Residential (10 per cent of the portfolio under management by ERV)
The residential portfolio of 652 apartments continues to lease well, with high
rates of renewal and minimal vacancies. Characterful period buildings with
modern specifications in vibrant, well-managed areas attract a wide range of
customers.
During the period, 111 residential lettings and renewals with a rental value
of £4.2 million completed, 5.7 per cent ahead of December 2024 ERV and 3.3
per cent ahead of previous passing rents. At 30 June 2025, there were a
handful of units available to let.
Active consumer engagement
We work closely with our customers to create memorable experiences in our
predominantly pedestrian-friendly destinations to enhance footfall, sales and
spend to support rental growth prospects. This is delivered through a series
of consumer marketing campaigns, digital reach, a programme of events and
cultural installations.
We continue to see growth across our social media channels with the engagement
rate increasing by 25 per cent and number of followers up 12 per cent with
direct engagement and over 1.3 million consumers across all channels with
portfolio-wide digital collaborations.
Shaftesbury Capital has partnered with award-winning food writer and
broadcaster, Jimi Famurewa, taking up the role of official ambassador for the
Soho Food Scene. The initiative launched during the period, to spotlight
Soho's unmatched collection of dining concepts, and the world-class
hospitality entrepreneurs behind them.
Important marketing initiatives across the portfolio included:
· Sponsored the Chinese New Year celebrations with western and in-market campaigns across Chinatown and Covent Garden social media channels
· Easter campaigns across the portfolio including hosting the London-wide "Big Egg Hunt"
· Portfolio wide Food & Beverage campaigns including the 'Soho Food Scene' and Covent Garden Good Food Club', including influencer partnerships, competition, and offers as well as showcasing chefs and founders
· Pride celebrations including a Pride-inspired rainbow aerial installation running the length of Carnaby Street, customer events and activities, and a month-long lighting and floral installation in the Market Building
· Summer on the Big Screen on the Piazza, showcasing free open-air screenings and live sporting events including Glastonbury and the Wimbledon Championships
· TUSK Turtle Trail running across Covent Garden and Carnaby Street with sculptures painted by artists including Rolling Stones guitarist and Tusk ambassador Ronnie Wood
· American Express spend incentive campaign across Covent Garden and Carnaby | Soho, driving spend, brand loyalty and data insights
· Neighbourhood shopping days offering the local community enhanced offers and events
· Sounds of Summer campaign across Carnaby | Soho in partnership with Soho Radio
High occupancy
At 30 June 2025, EPRA vacancy (including units under offer) was 3.5 per cent
of portfolio ERV (Dec 2024: 3.9 per cent); as summarised in the tables below,
1.1 per cent was under offer and 2.4 per cent was available-to-let.
Under offer
Use % of portfolio under management ERV ERV Area
£m ('000 sq. ft.)
Retail 0.4 1.0 12
Food & beverage 0.5 1.3 10
Offices 0.0 0.1 1
Residential 0.2 0.5 8
Total(1) 1.1 2.9 31
1. Includes 7 units let on a temporary basis (ERV: £0.7 million). (Dec 2024:
£1.5 million)
Available-to-let space
Use % of portfolio under management ERV
ERV Area
£m ('000 sq. ft.)
Retail 0.7 1.8 17
Food & beverage 0.5 1.2 17
Offices 0.8 2.0 27
Residential 0.4 0.9 13
Total 2.4 5.9 74
Refurbishment activity
Active asset management and refurbishment initiatives continue to release
income and value while enhancing environmental performance across the
portfolio. Refurbishment projects currently underway represent £11.7 million
in ERV across 147,000 square foot equating to 4.5 per cent of total portfolio
ERV, with delivery expected over the next 12-18 months. Of this, 28 per cent
is already pre-let, securing £3.3 million in rental income.
Under refurbishment
Use % of portfolio under management ERV ERV (£m) Area
('000 sq. ft.)
Retail 0.5 1.5 14
Food & beverage 1.2 3.0 37
Offices 2.4 6.2 78
Residential 0.4 1.0 18
Total 4.5 11.7 147
Lillie Square joint venture
Shaftesbury Capital owns 50 per cent of the Lillie Square joint venture, a
residential estate and remaining development phases located in West London.
The property valuation of our 50 per cent share as at 30 June 2025 was £64.4
million, 1.4 per cent below the 31 December 2024 valuation of £65.3 million.
In addition, Shaftesbury Capital owns £1.9 million of other related assets
adjacent to the Lillie Square estate. The joint venture has cash of £10.5
million (£5.2 million Shaftesbury Capital share). In total, 355 Phase 1 and 2
residential apartments have been sold. Some 60 apartments have been leased on
a short-term basis, generating rental income of £3.7 million (at 100 per
cent).
Commitment to environmental stewardship
At Shaftesbury Capital, our commitment to sustainability and environmental
responsibility remains an important part of our strategy. In 2025, we have
continued to reduce the environmental impact of our operations while actively
engaging with our local community. Our approach to future-proofing our iconic
West End heritage buildings recognises their role as long-term carbon stores,
prioritising low carbon refurbishment whilst enhancing energy efficiency. We
continue our rolling programme of energy-efficient refurbishments to deliver
measurable improvements in line with the Science Based Targets initiative
(SBTi) validated 2040 Net Zero Carbon target. New commercial refurbishments
are designed to achieve a minimum EPC rating of B. As of June 2025, 89 per
cent of our portfolio by ERV is now rated EPC A to C and 71 per cent of
commercial EPCs are rated A or B by ERV.
We participate in a range of external benchmarks and indices to provide
independent verification of our sustainability progress and help identify
improvement opportunities. In April 2025, we published our comprehensive EPRA
Sustainability Data Report. We have a CDP rating of B for our climate
disclosure, MSCI of BBB and GRESB of 66. In April we were included in the
Financial Times list of Europe's Climate Leaders 2025. These achievements
reflect our ongoing efforts to lead in the sustainable refurbishment of
heritage buildings and deliver long-term value for all stakeholders.
Active community engagement
As an active member of the community, we are committed to engaging with
stakeholders across the West End. This year we implemented a three-year
community investment strategy and published our first Community Impact Report
(https://www.shaftesburycapital.com/content/dam/shaftesbury/corporate/new-build/doucments/responsibility/policies/community-impact-report.pdf)
to highlight our contribution to the local community and the valuable work of
community partners during 2024. The primary focus of our community investment
is supporting local employment. We have been pleased to partner with the
Department for Work & Pensions to establish Shaftesbury Capital Recruit, a
free service supporting our retail customers with their recruitment and
support local employment. We have also collaborated with industry peers to
deliver a West End recruitment fair attended by more than 700 people.
We support a range of community-led initiatives, working collaboratively with
partners and contributing to a range of charitable and community initiatives
across Westminster and Camden. In addition to supporting programmes focused on
promoting local employment, we support educational programmes such as
sponsorship of a student at Westminster University through our Scholar
Programme and the Young Westminster and Young Camden Foundation's Brighter
Futures Funds.
Our impact extends beyond our buildings, and we continue to enhance the public
realm within and around our portfolio. Through thoughtful place shaping we
help create healthy, welcoming and thriving locations. These include
pedestrianisation, streetscape improvements, providing greening, outdoor
seating and schemes to reduce traffic congestion and pollution.
FINANCIAL REVIEW
There was continued positive performance in the first half of 2025, resulting
in growth in rental income, earnings, dividends, property valuation and net
tangible assets per share.
Mid-way through the H1 reporting period, on 1 April 2025, the Group completed
the sale of a 25 per cent non-controlling interest in the Covent Garden estate
to Norges Bank Investment Management ("NBIM"). The first quarter of the year
therefore reflects Covent Garden at 100 per cent ownership, whilst the second
quarter reflects completion of the transaction, including 75 per cent
ownership in relation to that part of the business and a gross cash inflow to
the Group of £574 million.
Shaftesbury Capital's total accounting return for the period was 4.2 per cent.
EPRA NTA increased by 3.3 per cent to 206.8 pence per share and total
shareholder return, which comprises share price performance plus dividends
paid during the period, was 26.1 per cent. ERV increased by 2.9 per cent
(like-for-like) resulting in a 3.1 per cent (like-for-like) valuation
increase. Underlying earnings are £40.6 million, equivalent to 2.2 pence per
share and the Board has declared an interim dividend of 1.9 pence per share,
reflecting the progression in underlying and cash earnings. The Group
maintains a strong balance sheet with EPRA loan to value of 16.6 per cent and
significant headroom against debt covenants. Through a combination of undrawn
facilities and cash deposits, the Group has access to liquidity of £1.0
billion, positioning the Group strongly to pursue growth and market
opportunities.
Establishment of the Covent Garden partnership
Further to the introduction of NBIM as an investor in Covent Garden, the Group
has retained 75 per cent ownership and management control over the estate. The
transaction valued the Covent Garden estate at £2.7 billion, in line with its
independent property valuation as at 31 December 2024, and generated gross
cash proceeds of £574 million for the Group. The transaction provides
increased financial flexibility, with a range of options to deploy the
proceeds to enhance long term returns for shareholders. Acquisition
opportunities in both Covent Garden and across the wider Group are under
review as well as investment into the existing portfolio including
refurbishment, asset management and repositioning opportunities to realise the
long-term potential of our assets.
Presentation of information
The Group financial statements are prepared under IFRS whereby the Group
consolidates fully the Covent Garden estate with a non-controlling interest
reflecting NBIM's 25 per cent interest in Covent Garden.
Prior to the establishment of the Covent Garden partnership, the Group's focus
was primarily on the wholly-owned portfolio with all information presented on
an IFRS basis. Following the sale of the 25 per cent non-controlling interest
in the Covent Garden estate, management now considers the business principally
on a proportionately consolidated basis with the non-controlling interest
removed on a line-by-line basis. The key financial performance indicators are
also presented on this basis.
The Group's share of joint ventures and associates continue to be viewed as a
single line item and not on a proportionately consolidated basis. The Group
currently holds a 50 per cent interest in the Lillie Square joint venture.
Lillie Square is not considered to be a core part of the operations of the
Group and therefore its results are not included on a proportionately
consolidated basis and are excluded from the calculation of underlying
earnings. In the prior period the Group also held a 50 per cent interest in
the Longmartin investment, which was sold to the partner in October 2024.
A summary income statement and balance sheet which reconcile the Group IFRS
numbers to a proportionately consolidated basis are set out within the
alternative performance measures on page 42.
Financial highlights
During this financial period, we have delivered continued strong operational
and financial performance across the Group. Activity levels across our
portfolio have remained consistently high as evidenced by the vibrancy of our
estates, footfall, customer sales, leasing volumes and the strong pipeline.
Underlying earnings for the period were £40.6 million, equivalent to 2.2
pence per share, driven primarily by higher net rental income, on a
like-for-like basis, and lower net finance costs. The Directors have declared
an interim cash dividend in respect of the period of 1.9 pence per share, an
increase of 12 per cent compared with the first half of 2024 (H1 2024: 1.7
pence; H2 2024 1.8 pence).
Property assets under management have been independently valued at £5,184.5
million, reflecting 3.1 per cent like-for-like growth. ERV increased by 2.9
per cent (like-for-like) to £260.8 million and annualised gross income was up
2.1 per cent like-for-like to £208.5 million. The equivalent yield on the
portfolio was 4.46 per cent, in line with 31 December 2024.
The sale of three properties completed in the period for total proceeds of
£12.4 million. During the period, £55.0 million (before costs) was invested
into asset acquisitions across the portfolio.
Overall EPRA NTA (net tangible assets) per share increased by 3.3 per cent
from 200.2 pence to 206.8 pence. Combined with the 1.8 pence per share
dividend paid to shareholders during the period, the total accounting return
for the period was 4.2 per cent.
Total shareholder return for the period was 26.1 per cent, reflecting
dividends paid and the change in the share price from 125.5 pence to 156.1
pence per share. Total property return was 4.9 per cent, representing 110
basis points of outperformance against the MSCI total return index (3.8 per
cent).
Further income growth from leasing activity and operational efficiencies are
expected to be achieved in the periods ahead. The adjusted Group EPRA cost
ratio is 35.2 per cent (30 June 2024: 37.8 per cent).
Net finance costs have reduced from £27.9 million to £23.7 million due to
the increase in interest income in the period resulting from the proceeds on
the sale of 25 per cent of Covent Garden having been placed on deposit until
deployed or used for debt paydown.
The Group has a strong balance sheet. The EPRA loan to value ratio at 30 June
2025 was 16.6 per cent (31 December 2024: 27.4 per cent) and net debt was
£0.8 billion (31 December 2024: £1.4 billion). Debt metrics have improved
significantly with the £574 million of gross proceeds from the sale of 25 per
cent of the Covent Garden estate.
There is substantial headroom against debt covenants and access to liquidity,
comprising cash and undrawn committed facilities, currently £1,025.7 million
(31 December 2024: £559.8 million).
Alternative performance measures
As is usual practice in the real estate sector, alternative performance
measures ("APMs") are presented for certain indicators, including earnings,
earnings per share and EPRA net tangible assets, making adjustments set out by
EPRA in its Best Practice Recommendations. These recommendations are designed
to make the financial statements of public real estate companies more
comparable across Europe, enhancing the transparency, comparability and
coherence of the sector.
One of the key performance measures which the Group uses is underlying
earnings. The underlying earnings measure reflects the underlying financial
performance of the Group's West End property rental business, on a
proportionately consolidated basis, and is a relevant metric in determining
dividends. The measure aligns with the main principles of EPRA earnings. EPRA
earnings excludes valuation movements on the property portfolio, profit or
loss on disposal of investment properties and investment in subsidiaries and
associates, fair value changes of financial instruments, cost of early close
out of debt and adjustments in relation to any other non-operating and
exceptional items. These include:
· The fair value movement of the option component of the exchangeable bond as such movements do not reflect the underlying performance of the Group.
· £2.3 million (30 June 2024: £3.3 million) of non-underlying costs have been incurred, which do not relate to the ongoing operations of the Group.
· Following the completion of the all-share merger in March 2023, a fair value exercise was performed on the Shaftesbury PLC balance sheet as at 6 March 2023, resulting in the fair value of the debt determined to be £945.6 million compared to the nominal value of £1,019.8 million (including an adjustment to the investment in Longmartin arising from the fair value adjustment of the underlying debt in the associate). The outstanding balance of the fair value adjustment will be amortised to other finance costs over the remaining term of the debt facilities. Following the partial repayment of the Canada Life term loan a £3.0 million fair value adjustment has been incurred reflecting the acceleration of the unwind. The remaining current period amortisation of the fair value adjustment of £2.5 million (30 June 2024: £3.0 million) has been adjusted from EPRA earnings.
In calculating underlying earnings, additional adjustments are made to EPRA
earnings to exclude the financial performance of the Lillie Square joint
venture, associated tax adjustments and the interest receivable on the loan
issued to the joint venture by the Group. Lillie Square is not considered to
be a core part of the operations of the Group and therefore its results are
not included in underlying earnings.
Further details on APMs used and how they reconcile to IFRS are set out on
page 40.
INCOME STATEMENT
Underlying earnings is a key measure used by the Group to assess performance. The numbers below for the six months ended 30 June 2025 are presented on a proportionately consolidated basis for the Covent Garden estate (reflecting the Group's 75 per cent ownership) and profits from associates (which relate to the prior period) are reflected as a single line item. Further details regarding Underlying earnings are set out in note 3 'Performance measures'.
30 June 2025 30 June 2024
Underlying earnings £m £m
Gross profit 83.6 80.7
Other income 1.1 -
Administration expenses (20.4) (20.1)
Net finance costs (23.7) (27.9)
Profit from associates - 1.7
Taxation - (0.2)
Underlying earnings for the period 40.6 34.2
Non-controlling interest 21.4 -
EPRA and non-underlying adjustments 111.0 51.9
IFRS profit for the period 173.0 86.1
Underlying earnings per share 2.2p 1.9p
IFRS earnings per share 8.3p 4.7p
Dividend per share 1.9p 1.7p
30 June 2025 30 June 2024
Gross profit £m £m
Rent receivable 97.6 95.7
Straight lining of tenant lease incentives 1.1 3.1
Service charge income 11.2 12.4
Revenue 109.9 111.2
( )
Expected credit loss provision (1.0) (2.2)
Property expenses (14.0) (15.5)
Service charge expenses (11.2) (12.4)
Tenant lease incentives loss allowance (0.1) (0.4)
Gross profit 83.6 80.7
Positive letting activity across the portfolio during the period has resulted
in an increase in rent receivable, up 8.2 per cent on a like-for-like basis
(reflecting acquisitions and disposals, and comparing with an adjusted first
half for 2024, in order to remove 3 months of 25 per cent of the Covent Garden
estate performance). The impact on disposals in 2024 and 2025 has been to
reduce rental income receivable in the period by £2.5 million, offset by a
£1.2 million contribution from acquisitions. Cash collections have continued
to be strong with limited customer administrations or anticipated failures in
the period, reflected in the reduction in the expected credit loss provision
and tenant lease incentives loss allowance during the period. Property costs
have reduced by £1.5 million due to historical adjustments and operational
efficiencies.
Other income
Under the terms of the agreement for the 25 per cent investment by NBIM in the
Covent Garden estate, the Group provides day-to-day asset management and
property management services through an asset management agreement. Asset
management fees, broadly reflecting the costs of managing the estate, are paid
to the Group. Together with other items. £1.1 million was recognised in the
period.
Administration expenses
Underlying administration expenses of £20.4 million have been incurred during
the period, reflecting ongoing efficiencies with an offsetting increase in
non-cash share option charges (which were £2.5 million higher than in the
prior period). Given the passage of time following the merger, administration
expenses now include a running cost of three years of share option charges for
the first time since merger completion in 2023. In view of strong relative
performance against the peer group on the TAR and TSR metrics, vesting
assumptions have been increased in relation to the 2023 share options.
The adjusted Group EPRA cost ratio as at 30 June 2025 is 35.2 per cent (30
June 2024: 37.8 per cent).
Net finance costs
Finance costs of £33.1 million have been incurred in the period with the
average gross drawn debt balance of £1.5 billion, reducing to £1.4 billion
at 30 June 2025.
Finance income of £9.4 million in the period comprises £1.8 million in
relation to interest rate hedging arrangements and £7.6 million interest on
cash held on deposit having increased significantly following the receipt of
£574 million of gross proceeds.
Protection is currently in place in relation to the interest rate exposure on
the Group's expected drawn variable rate debt until the end of 2025 through
derivative contracts. It is expected that further interest rate hedging
arrangements will be put into place in due course in relation to variable rate
exposure for future years.
Profit from associates
In October 2024 the sale of our 50 per cent share in Longmartin Investment was
completed. Up until October 2024 the investment was presented as an associate
with our share of the underlying profit included in the underlying metric.
Dividends
The Board has declared an interim cash dividend of 1.9 pence per share
reflecting progression in underlying earnings and cash generation. The total
gross dividend payable is £37.0 million of which £2.4 million relates to the
Group entity which holds 128.4 million shares in relation to the exchangeable
bonds. The entity has provided an undertaking not to exercise its voting
rights in respect of such ordinary shares but will receive the proposed
dividend, the majority of which should subsequently be retained by the Group
following the dividend threshold test as set out in the exchangeable bond
conditions. In addition, the dividend will not be paid in relation to the 3.1
million shares held by the Group's approved Employee Benefit Trust.
The dividend is to be paid 1.5 pence as a PID and 0.4 pence as a non-PID on 1
October 2025 to shareholders on the register at 22 August 2025.
SUMMARY BALANCE SHEET
The summary balance sheet below as at 30 June 2025 is presented on a
proportionately consolidated basis reflecting the 25 per cent non-controlling
interest in the Covent Garden estate.
30 June 2025 31 December
2024
IFRS Adjustment for non-controlling interest Proportionately consolidated IFRS
£m £m £m £m
Property portfolio(1) 5,137.9 (676.8) 4,461.1 4,929.0
Net debt(2) (861.4) 84.7 (776.7) (1,405.0)
Other assets and liabilities 115.5 (3.9) 111.6 150.3
Non-controlling interest (596.0) 596.0 - -
Net assets (IFRS and proportionately consolidated) 3,796.0 - 3,796.0 3,674.3
EPRA net tangible assets 3,800.5 - 3,800.5 3,671.1
EPRA net tangible assets per share (pence) 206.8p - 206.8p 200.2p
Adjusted, diluted number of shares(3) 1,838.2m - 1,838.2m 1,833.3m
1. Includes £20.1 million (2024: £20.1 million) accounted for as
owner-occupied property and £nil (2024: £9.8 million) accounted for as held
for sale. The market value of the property portfolio under management is
£5,184.5 million (2024: £4,973.5 million).
2. Net debt based on nominal value of debt drawn less cash, excluding tenant
deposits of £11.6 million (2024: £14.2 million).
3. Number of shares excludes 128.4 million shares held in relation to the
exchangeable bond and 3.1 million within an approved Employee Benefit Trust.
Total shares in issuance, including these components, was 1,953.2 million
shares.
IFRS net assets and EPRA NTA have increased by 3.3 per cent in the period, due
primarily to the like-for-like increase in the valuation of the property
portfolio. The non-controlling interest for the 25 per cent interest in the
Covent Garden partnership is £596.0 million, which increased by £21.4
million in the period.
Property portfolio
The carrying value of the portfolio under management, reflected at 100 per
cent, as at 30 June 2025 is £5,137.9 million having increased from £4,929.0
million at 31 December 2024.
The sale of three properties, including the last remaining Fitzrovia assets,
was completed in the period for total proceeds of £12.4 million, in line with
the 31 December 2024 valuation.
£55.0 million (before costs) has been invested in targeted acquisitions in
Covent Garden and Soho (before costs), presenting asset management
opportunities with excellent rental growth prospects and the pipeline of
acquisitions is encouraging, with a number of buildings currently under
review.
Capital expenditure during the period was £15.8 million, predominantly for
office refurbishments in Covent Garden.
The independent market valuation of the portfolio of £5.2 billion has
increased by 3.1 per cent (like-for-like) since 31 December 2024 driven by ERV
grown of 2.9 per cent (like-for-like) and the equivalent yield remained stable
at 4.46 per cent since December 2024.
Debt and gearing
The Group maintains a strong financial position, with diversified sources of funding, a spread of debt maturities, significant headroom against debt covenants, access to liquidity, modest capital commitments, significant unencumbered asset value and interest rate hedging in place for 2025.
The Group's cash and undrawn committed facilities as at 30 June 2025 were
£1,025.7 million (31 December 2024: £559.8 million). As at 30 June 2025, the
Group had capital commitments of £5.8 million.
30 June 31 December 2024
2025 £m
£m
Cash and cash equivalents(1) 575.7 109.8
Undrawn committed facilities 450.0 450.0
Cash and undrawn committed facilities 1,025.7 559.8
Commitments (5.8) (24.1)
Available resources 1,019.9 535.7
1. Excludes tenant deposits of £11.6 million (31 December 2024: £14.2
million).
The loan-to-value ("LTV") ratio and EPRA LTV at 30 June 2025 were 17 per cent.
This is comfortably within the Group's limit of no more than 40 per cent. Net
debt to EBITDA has reduced from 11 to six times.
30 June 31 December 2024
2025 £m
£m
Cash and cash equivalents 575.7 109.8
Debt at nominal value (1,352.4) (1,514.8)
Net debt (776.7) (1,405.0)
Loan-to-value 17.3% 28.2%
EPRA loan-to-value 16.6% 27.4%
Net debt to EBITDA 6.1x 10.9x
Interest cover 357.4% 290.0%
Weighted average debt maturity - drawn facilities 4.2 years 4.6 years
Weighted average cost of debt - gross(1) 4.0% 4.0%
Weighted average cost of debt - net 3.5% 3.7%
Drawn debt with interest rate protection(2) 100% 100%
1. As at 30 June 2025 the weighted average cost of debt reduces to an
effective running cash cost of 3.5 per cent (31 December 2024: 3.7 per cent)
taking account of interest on cash deposits and interest rate caps and
collars.
2. Taking account of interest on cash deposits and interest rate caps and
collars.
At 30 June, Group net debt was £776.7 million having reduced significantly
following the receipt of the £574 million of gross proceeds from the sale of
25 per cent of the Covent Garden estate to NBIM. Proceeds have been used to
reduce drawn debt, with partial repayment of the Canada Life term loan (£67.4
million of the £135 million, which utilised approximately £42 million of the
proceeds net of restricted cash), and in due course we are positioned for
repayment of the £275 million of exchangeable bonds due in March 2026. In the
meantime, the remaining proceeds are held on deposit until deployed.
The current weighted average cash cost of drawn debt is 4.0 per cent (31
December 2024: 4.0 per cent) which reduces to an effective cash cost of 3.5
per cent (31 December 2024: 3.7 per cent) taking into account interest income
on cash deposits and the benefit of interest rate hedging. As maturing debt
is repaid or refinanced, based on current market interest rates, it is
currently anticipated that the weighted average cost of debt will increase.
All of the Group's drawn debt is at fixed rates or currently has interest rate
protection in place until the end of 2025, taking into account interest on
cash deposits. £250 million of hedging is in place until the end of 2025
which provides for a cap of 3.0 per cent and a floor of 2.0 per cent on SONIA
exposure.
Priorities over the forthcoming period are to refinance medium-term debt
maturities as well as consideration of longer-term financing options, taking
advantage of the Group's enhanced credit profile.
CASH FLOWS
Movement in cash flow £m
Cash, excluding tenant deposits, as at 31 December 2024 109.8
Operating inflow 56.5
Investing inflow 509.7
Financing outflow (67.4)
Dividends paid (32.9)
Cash, excluding tenant deposits, as at 30 June 2025 575.7
The overall balance of cash increased by £465.9 million to £575.7 million as
at 30 June 2025. This is due largely to:
· Operating cash inflows of £56.5 million reflecting growing gross profit and continuing high levels of cash collection, partly offset by administrative and finance costs. The inflow is further reduced for the payment of non-underlying administrative costs, non-underlying transaction costs for property acquisitions and disposals in the period and for the sale of 25 per cent of the Covent Garden estate.
· Investing cash inflows of £509.7 million, including £9.4 million of gross proceeds from the sale of three properties offset by £15.7 million capital expenditure and £58.0 million for property acquisitions (including acquisition costs). In addition, £574 million of gross proceeds were received on the sale of 25 per cent of the Covent Garden estate.
· The £67.4 million financing outflow reflects the net movement in facilities drawn and repaid in the period.
· Total dividends paid in the period excludes the £2.3 million paid to the Group entity which holds 128.4 million shares in relation to the exchangeable bonds. Following the dividend threshold test, as set out in the exchangeable bond conditions, substantially all of the dividend was subsequently retained by the Group.
Going concern
Further information on the going concern assessment is set out in note 1 to
the condensed consolidated interim financial statements.
The Group has a strong balance sheet with EPRA loan-to-value of 16.6 per cent,
group interest cover of 3.6 times, and access to cash and undrawn facilities
of £1,025.7 million as at 30 June 2025. There remains sufficient liquidity
and debt covenant headroom even in a downside "severe but plausible" scenario.
There continues to be a reasonable expectation that the Group will have
adequate resources to meet both ongoing and future commitments for at least 12
months from the date of signing these condensed consolidated interim financial
statements. Accordingly, the Directors consider it appropriate to adopt the
going concern basis of accounting in preparing these condensed consolidated
interim financial statements.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board has overall responsibility for Group risk management. It determines
its risk appetite and reviews principal risks and uncertainties regularly,
together with the actions taken to mitigate them. The Board has delegated
responsibility for the review of the adequacy and effectiveness of the Group's
internal control framework to the Audit Committee.
Risk is a standing agenda item at management meetings. This gives rise to a
risk-aware culture and consistency in decision-making across the organisation
in line with the corporate strategy and risk appetite. All corporate
decision-making takes risk into account, in a measured way, while continuing
to drive an entrepreneurial culture. The Executive Committee is responsible
for the day-to-day commercial and operational activity across the Group and
is, therefore, responsible for the management of business risk.
The Executive Risk Committee, comprising the Chief Executive, Chief Financial
Officer, members of the Executive Committee, General Counsel, Group Financial
Controller, Director of Transformation and Technology, Head of Sustainability
and Head of Health and Safety, is the executive level management forum for the
review and discussion of risks, controls and mitigation measures. The
corporate and business division risks are reviewed on a regular basis by the
Executive Risk Committee, so that trends and emerging risks can be identified
and reported to the Board.
Further details of how we manage risk are set out on pages 59 to 65 of the 31
December 2024 Annual Report.
The Board has performed a robust assessment of the principal and emerging
risks facing the Group and while there continues to be macroeconomic
uncertainties and geopolitical risks, has concluded that they continue to
apply and are expected to be relevant for the remaining six months of the
year.
The principal risks and uncertainties are summarised below:
Principal risks
· Uncertain political climate and/or changes to legislation and
policies
Economic, political and operating environment
· Adverse impact on business and consumer confidence, increased
material costs, prolonged supply chains and reduced labour supply
· Inflationary pressures on operating costs, including energy and the
cost-of-living
· Decline in real estate valuations due to macroeconomic conditions
· Impact of uncertain interest rate environment and lack of
availability or increased cost of debt or equity funding
· Persistent significant discount in the share price relative to EPRA
NTA
Portfolio · Inability of the Group to adopt the appropriate strategy or to react
to changing market conditions or changing consumer behaviour
· Portfolio concentration
· Volatility in the property investment market
Operational resilience · Misconduct or poor operational or sustainability standards
· Poor performance from one of the Group's third-party advisers and
contractors
· Catastrophic event such as a terrorist attack, natural disaster,
health pandemic or cyber security crime
Leasing and asset management · Inability to achieve target rents or to attract target customers due
to market conditions
· Competition from other locations/formats
· Unfavourable developments in law and regulation for property owners,
or planning/licensing policy, legislation or action impacting on the ability
to secure approvals or consents
People · Inability to retain and recruit the right people and develop
leadership skills within the business
· Key person risk
Climate change · Physical impact on our assets from rising temperatures or other
extreme climate-related event such as flooding
· Transitional challenge of increasing and more onerous compliance and
reporting requirements, as well as retrofitting, insuring or leasing our
heritage assets on an appropriate whole life carbon basis
· Inability to keep pace with customer and consumer demand for
proactive action to manage and mitigate climate-related risk
Compliance with law and regulations · Breach of legislation, regulation or contract
· Inability to react to or anticipate legal or regulatory changes
· Accidents causing loss of life or very serious injury to employees,
contractors, customers and visitors to the Group's properties; or near misses
of the same
· Exit from REIT regime due to non-compliance with REIT requirements
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm that, to the best of their knowledge, these condensed
consolidated interim financial statements have been prepared in accordance
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
Disclosure and Transparency Rules (DTR) 4.2.7 and 4.2.8, namely:
· an indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
consolidated set of interim financial statements, and a description of the
principal risks and uncertainties for the remaining six months of the
financial year; and
· 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.
A list of current Directors is maintained on the Shaftesbury Capital website:
www.shaftesburycapital.com (http://www.shaftesburycapital.com) .
By order of the Board
Ian Hawksworth
Chief Executive
28 July 2025
Situl Jobanputra
Chief Financial Officer
28 July 2025
Independent review report to shaftesbury capital plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Shaftesbury Capital PLC's condensed consolidated interim
financial statements (the "interim financial statements") in the Interim
Results of Shaftesbury Capital PLC for the 6 month period ended 30 June 2025
(the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance 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.
The interim financial statements comprise:
· the Consolidated Balance Sheet as at 30 June 2025;
· the Consolidated Income Statement and Consolidated Statement of
Comprehensive Income for the period then ended;
· the Consolidated Statement of Cash Flows for the period then
ended;
· the Consolidated Statement of Changes in Equity for the period
then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim Results of
Shaftesbury Capital PLC have been prepared in accordance 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.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Interim Results and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim Results, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the Interim Results in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the Interim Results, including the
interim financial statements, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Interim Results based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
28 July 2025
CONSOLIDATED income STATEMENT (UNAUDITED)
For the six months ended 30 June
2025
Note Six months ended Six months ended
30 June 2025 30 June 2024
£m
£m
Revenue 4 117.6 111.2
Costs 4 (28.4) (30.5)
Gross profit 4 89.2 80.7
Other income 1.1 0.2
Administration expenses 5 (23.8) (23.4)
Gain on revaluation and sale of investment property 146.7 53.2
Change in value of investments and other receivables (2.5) (0.1)
Operating profit 210.7 110.6
Finance income 6 9.5 7.5
Finance costs 7 (33.8) (35.4)
Other finance income 6 1.9 1.9
Other finance costs 7 (5.4) (2.4)
Change in fair value of derivative financial instruments (3.6) (0.1)
Net finance costs (31.4) (28.5)
Profit from joint ventures and associates 11 - 4.2
Loss on sale of investments and subsidiaries 12 (6.3) -
Profit before tax 173.0 86.3
Taxation 8 - (0.2)
Profit for the period 173.0 86.1
Profit attributable to:
Owners of the Parent 151.6 86.1
Non-controlling interest 12 21.4 -
Earnings per share attributable to owners of the Parent:
Basic earnings per share 3 8.3p 4.7p
Diluted earnings per share 3 8.3p 4.7p
CONSOLIDATED statement of comprehensive income (UNAUDITED)
For the six months ended 30 June 2025
Six months ended Six months ended
30 June 2025 30 June 2024
£m
£m
Profit for the period 173.0 86.1
Other comprehensive income
Items that will not be reclassified to profit or loss:
Revaluation gain on owner-occupied property - -
Total comprehensive income 173.0 86.1
Total comprehensive income attributable to:
Owners of the Parent 151.6 86.1
Non-controlling interest 21.4 -
CONSOLIDATED Balance sheet (UNAUDITED)
As at 30 June 2025
Note As at 30 As at 31 December
June 2024
£m
2025
£m
Non-current assets
Investment property 10 5,117.8 4,899.1
Property, plant and equipment 24.8 25.5
Trade and other receivables 13 115.7 139.7
5,258.3 5,064.3
Current assets
Trade and other receivables 13 31.4 30.4
Derivative financial instruments 1.2 3.4
Cash and cash equivalents 14 601.5 124.0
634.1 157.8
Assets held for sale
Investment property held for sale 10 - 9.8
- 9.8
Total assets 5,892.4 5,231.9
Non-current liabilities
Borrowings 15 (1,134.3) (1,467.8)
Lease liabilities (2.4) (2.7)
Derivative financial instruments - (1.8)
(1,136.7) (1,472.3)
Current liabilities
Borrowings 15 (274.4) -
Lease liabilities (0.3) (0.3)
Tax liabilities - (0.2)
Derivative financial instruments (3.2) -
Trade and other payables (85.8) (84.8)
(363.7) (85.3)
Total liabilities (1,500.4) (1,557.6)
Net assets 4,392.0 3,674.3
Equity
Share capital 17 488.2 488.2
Other components of equity 3,307.8 3,186.1
Equity attributable to owners of the Parent 3,796.0 3,674.3
Non-controlling interest 12 596.0 -
Total equity 4,392.0 3,674.3
CONSOLIDATED STATEMENT OF changes in equity (UNAUDITED)
For the six months ended 30 June 2025
Note Share-based payment reserve Non-controlling interest Total equity
£m
Share Share Merger Other Retained Total £m £m
capital
premium
reserves(2)
earnings
£m
£m
£m Reserve(1)
£m
£m
£m
At 1 January 2025 488.2 232.5 1,256.0 4.4 (31.6) 1,724.8 3,674.3 - 3,674.3
Profit and total comprehensive income for the six months ended 30 June 2025 - - - - - 151.6 151.6 21.4 173.0
Dividends 9 - - - - - (32.9) (32.9) - (32.9)
Fair value of share-based payment - - - 3.0 - - 3.0 - 3.0
Contribution from non-controlling interest 12 - - - - - - - 574.6 574.6
Balance at 30 June 2025 488.2 232.5 1,256.0 7.4 (31.6) 1,843.5 3,796.0 596.0 4,392.0
1. Represents non-qualifying consideration received following previous share
placings and the all-share merger with Shaftesbury PLC completed on 6 March
2023. The amounts taken to the merger reserve do not currently meet the
criteria for qualifying consideration and therefore will not form part of
distributable reserves as they form part of linked transactions.
2. Other reserves represent own shares of £32.9 million offset by a capital
redemption reserve of £1.5 million and cash flow hedge reserve of £0.2m. Own
shares represent the nominal value of 128,350,793 shares issued to a
controlled entity in respect of secured shares of which 127,008,787 are held
as collateral for the exchangeable bonds and 3,146,886 shares held by the
Group's Employee Benefit Trust in respect of employee share awards.
For the six months ended 30 June 2024
Note Share-based payment reserve Non-controlling interest Total
£m
Share Share Merger Other Retained Total £m equity
capital
premium
reserves(2)
earnings
£m
£m
£m reserve(1)
£m £m
£m
£m
At 1 January 2024 488.2 232.5 1,256.0 1.3 (31.7) 1,533.9 3,480.2 - 3,480.2
Profit and total comprehensive income for the six months ended 30 June 2024 - - - - - 86.1 86.1 - 86.1
Dividends 9 - - - - - (30.3) (30.3) - (30.3)
Fair value of share-based payment - - - 1.3 - - 1.3 - 1.3
Realisation of cash flow hedge - - - - 0.1 - 0.1 - 0.1
Balance at 30 June 2024 488.2 232.5 1,256.0 2.6 (31.6) 1,589.7 3,537.4 - 3,537.4
1. Represents non-qualifying qualifying consideration received following
previous share placings and the all-share merger with Shaftesbury PLC
completed on 6 March 2023. The amounts taken to the merger reserve do not
currently meet the criteria for qualifying consideration and therefore will
not form part of distributable reserves as they form part of linked
transactions.
2. Other reserves represent own shares of £32.9 million offset by a capital
redemption reserve of £1.5 million and cash flow hedge reserve of £0.2m. Own
shares represent the nominal value of 128,350,793 shares issued to a
controlled entity in respect of secured shares of which 127,008,787 are held
as collateral for the exchangeable bonds and 3,146,886 shares held by the
Group's Employee Benefit Trust in respect of employee share awards.
CONSOLIDATED STATEMENT OF cash flowS (UNAUDITED)
For the six months ended 30 June 2025
Note Six months ended Six months ended
30 June 2025 30 June 2024
£m
£m
Cash flows from operating activities
Cash generated from operations 20 92.6 42.1
Finance costs paid (31.8) (30.9)
Interest received 8.7 7.3
Net cash inflow from operating activities 69.5 18.5
Cash flows from investing activities
Purchase and development of property (74.9) (103.6)
Purchase of fixed assets (0.2) (0.1)
Sale of property 9.4 127.8
Gross proceeds from sale of 25 per cent non-controlling interest 574.0 -
Dividends received from associate - 1.2
Loans to joint ventures and associates repayment received - 4.0
Net cash inflow from investing activities 508.3 29.3
Cash flows from financing activities
Borrowings repaid (92.4) (210.0)
Borrowings drawn 25.0 135.0
Cash dividends paid 9 (32.9) (30.3)
Net cash outflow from financing activities (100.3) (105.3)
Net movement in cash and cash equivalents 477.5 (57.5)
Cash and cash equivalents at 1 January 124.0 200.2
Cash and cash equivalents 30 June 14 601.5 142.7
Notes to the accounts
1 PRINCIPAL ACCOUNTING POLICIES
General Information
Shaftesbury Capital PLC (the "Company") was incorporated and registered in
England and Wales and domiciled in the United Kingdom on 3 February 2010 under
the Companies Act 2006 as a public company limited by shares, registration
number 7145051. The registered office of the Company is Regal House, 14 James
Street, London, WC2E 8BU, United Kingdom. The principal activity of the
Company is to act as the ultimate parent company of Shaftesbury Capital PLC
Group (the "Group"), whose principal activity is the investment and management
of property.
The Group's assets principally comprise investment property within the West
End of London, including Covent Garden, Carnaby, Soho and Chinatown.
Basis of preparation
The Group's condensed consolidated interim financial statements have been
prepared in accordance with United Kingdom adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
These condensed consolidated interim financial statements have been prepared
using the same accounting policies as used in the preparation of Shaftesbury
Capital PLC financial statements for the year ended 31 December 2024. The
Shaftesbury Capital Annual Report and financial statements for the year ended
31 December 2024 were prepared in accordance with United Kingdom-adopted
International Accounting Standards ("IFRS") and the applicable legal
requirements of the Companies Act 2006.
The condensed consolidated interim financial statements are prepared in
British pounds sterling.
The condensed consolidated interim financial statements for the six months
ended 30 June 2025 are reviewed, not audited, and do not constitute statutory
accounts within the meaning of Section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 December 2024 were approved by the
Shaftesbury Capital Board of Directors on 26 February 2025 and delivered to
the Registrar of Companies. The auditors' report on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain a statement made under Section 498 of the Companies Act 2006.
The condensed consolidated interim financial statements have been prepared
under the historical cost convention as modified for the revaluation of
property, derivative financial instruments and equity investments held at fair
value through profit or loss.
There is no material seasonal impact on the Group's financial performance.
All income, expenses and cash flows are generated from continuing operations.
These condensed consolidated interim financial statements were approved by the
Board of Directors on 28 July 2025.
Going concern
The Directors have considered the appropriateness of adopting the going
concern basis in preparing the condensed consolidated interim financial
statements. The Group's going concern assessment covers the period to 30
September 2026 (the "going concern period"), being at least 12 months from the
date of authorisation of these condensed consolidated interim financial
statements.
Our West End portfolio continues to demonstrate its enduring appeal with
positive trends in footfall and sales, high occupancy and overall leasing
activity levels well ahead of ERV. Occupational demand across all uses is
delivering rental income and valuation growth. While there continue to be
macroeconomic uncertainties and geopolitical risks, our customers continue to
recognise the exceptional features of London's West End.
There is significant headroom against debt covenants and access to significant
liquidity.
In preparing the assessment of going concern, the Directors have considered
projections of the Group's liquidity, committed capital expenditure, income,
costs, cash flows and debt covenants.
The Directors have assessed a base case and a downside scenario (being a
"severe but plausible" scenario).
As at the period end, the Group had net debt of £0.8 billion, an EPRA LTV
ratio of 17 per cent and Group interest cover of 3.6 times. The Group is
projected to have sufficient cash reserves and undrawn facilities to meet debt
maturities during the going concern period. Drawn debt is at fixed rates or
currently has interest rate protection in place.
The Group's debt matures between March 2026 and 2037. The debt maturity during
the going concern assessment period relates to the £275 million exchangeable
bond, which can be repaid through existing cash resources of £0.6 billion or
refinanced in both the base case and the downside scenario.
The Group's financial resources are expected to be sufficient to cover its
commitments over the going concern period. Relative to the Group's base case
forecast, the downside scenario includes the following key assumptions:
· Substantial reduction in forecast rental income due to a combination of extended voids and tenant failures;
· Elevated interest rates in excess of current market expectations;
· Declines in rental values, along with a widening of valuation yields, resulting in reduced asset valuations; and
· The near-term impact of climate change risks within the going concern period has been considered in the downside scenario and is expected to be immaterial.
Under the downside scenario, the Group is expected to remain in compliance
with the loan-to-value and interest cover covenants of its individual
financing arrangements.
In addition to considering a downside scenario, the Board has undertaken
reverse stress testing, which indicates that the Group could withstand a
decrease of approximately 50 per cent in valuations and 43 per cent in income
before breaching its debt financial covenants.
Based on their analysis, the Directors are satisfied that there is a
reasonable expectation that the Group will be able to meet its ongoing and
future commitments for at least 12 months from the date of approval of the
condensed consolidated interim financial statements and have therefore
resolved that the Group's condensed consolidated interim financial statements
be prepared on a going concern basis.
Critical accounting judgments and key sources of estimation and uncertainty
The preparation of condensed consolidated interim financial statements in
accordance with IFRS requires the Directors to make judgements, estimates and
assumptions that affect the reported amounts of assets, liabilities, equity,
income and expenses from sources not readily apparent. Although these
estimates and assumptions are based on management's best knowledge of the
amount, historical experiences and other factors, actual results ultimately
may differ from those estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only
that period.
Valuation of the property portfolio
The most significant area of estimation uncertainty is in respect of the
valuation of the property portfolio where external valuations are obtained.
The fair value of the Group's investment and trading property (trading
property included within the Lillie Square joint venture) at 30 June 2025 was
determined by independent, appropriately qualified external valuers CBRE and
Cushman & Wakefield for the property portfolio, and JLL for the Lillie
Square joint venture. The valuations conform to the Royal Institution of
Chartered Surveyors ("RICS") Valuation Professional Standards.
As various inputs used in the valuation calculations are based on assumptions,
property valuations are inherently subjective and subject to a degree of
estimation uncertainty. The Group's external valuers have made a number of
assumptions including, but not limited to, market yields, ERVs and void
periods. These assumptions are in accordance with the RICS Valuation
Professional Standards, however, if any prove to be incorrect, it may mean
that the value of the Group's properties differs from their valuation reported
in the financial statements, which could have a material effect on the Group's
financial position. The key unobservable inputs used in the valuation models
are those in respect of equivalent yields and ERV, which are summarised within
note 10 'Property portfolio' and additional information is provided on page
48. Further information on the approach taken by the valuers in valuing the
property portfolio and a sensitivity analysis on equivalent yields and ERV,
which are the most significant assumptions impacting the fair values, is set
out in note 10 'Property portfolio'.
Formation of the Covent Garden partnership
On 20 March 2025, the Group announced the formation of a strategic, long-term
partnership with Norges Bank Investment Management ("NBIM"), the Norwegian
sovereign wealth fund, and exchanged contracts for the sale of a 25 per cent
non-controlling interest in the Covent Garden estate to NBIM, with Shaftesbury
Capital retaining 75 per cent ownership and management control over the
estate.
Prior to the transaction, NBIM already had a 23.5 per cent shareholding in the
Group which did not result in NBIM being able to direct the relevant
activities of the PLC Group nor did a contractual arrangement exist that
granted NBIM decision-making authority within the Group. Subsequent to the
transaction, which completed on 1 April 2025, NBIM has a 25 per cent direct
interest in the PLC Group's Covent Garden estate, which accounts for 53 per
cent of the overall PLC Group's property portfolio. We evaluated NBIM's rights
in the overall Group; NBIM's 25 per cent shareholding in the Covent Garden
estate and NBIM's existing 23.5 per cent shareholding in the Group and
concluded that the transaction did not enable NBIM to direct the relevant
activities of the PLC Group and therefore, NBIM did not control the PLC Group
or the Covent Garden estate. The disposal of the interest has therefore been
accounted for as a non-controlling interest.
Other areas of judgement and estimation in the financial statements (which are
not considered critical) include REIT compliance, the impairment of and
expected credit loss allowance on trade receivables and share-based payments.
Accounting policies
The accounting policies used by the Group in these condensed consolidated
interim financial statements are consistent with those applied in the
Shaftesbury Capital financial statements for the year to 31 December 2024, as
amended to reflect the adoption of new standards, amendments and
interpretations which became effective in the period.
New accounting policies
Subsidiaries
Subsidiaries are fully consolidated from the date on which the Group has
control, it is exposed, or has rights, to variable returns from its
involvement with an entity and has the ability to affect those returns through
its power over an entity. Subsidiaries cease to be consolidated from the date
this control is lost.
Non-controlling interests are recognised on the basis of their proportionate
share in the recognised amounts of a subsidiary's identifiable net assets. On
the balance sheet, non-controlling interests are presented separately from the
equity of the owners of the Parent. Profit or loss and total comprehensive
income for the period attributable to non-controlling interests are presented
separately in the income statement and the statement of comprehensive income.
In the current period, the Group has applied the below amendments to IFRS
Standards and Interpretations issued by the International Accounting Standards
Board that are effective for annual periods that begin on or after 1 January
2025.
· IAS 21 'The Effects of Changes in Foreign Exchange Rates' (amendment) (Lack of Exchangeability)
The adoption of the above amendments has not had a material impact on the
amounts reported in the condensed consolidated interim financial statements or
on the disclosures.
At the date of approval of the condensed consolidated interim financial
statements the following new accounting standards and amendments to accounting
standards were in issue but are not yet effective. These new standards and
amendments have not been applied in these condensed consolidated interim
financial statements.
· IFRS 9 'Financial Instruments' and IFRS 7 'Financial Instruments: Disclosures' (amendment) (Classification and Measurement of Financial Instruments)
· IFRS 18 'Presentation and Disclosure in Financial Statements' (new standard)
The amendments to IFRS 9 and IFRS 7 are effective for annual periods beginning
on or after 1 January 2026. The Group has assessed the impact of these
amendments and does not anticipate any material impact on the condensed
consolidated interim financial statements.
IFRS 18 is effective for annual periods beginning on or after 1 January 2027.
The Group is assessing the impact of this new standard and the Group's
financial reporting will be presented in accordance with this standard from 1
January 2027.
2 SEGMENTAL REPORTING
The Group's operating segments are established on the basis of information
evaluated and regularly reviewed in decisions on how to allocate resources and
assess performance by the chief operating decision maker ("CODM"). IFRS 8
requires operating segments to be reported in a manner consistent with the
internal financial reporting reviewed by the CODM. The Group has determined
the CODM to be its Executive Committee, which consists of the Chief Executive,
Chief Financial Officer and the two Executive Directors.
The principal activity of the Group is the investment in property to earn
income and generate long-term capital returns. The Group operates primarily
within the West End of London.
The performance of the Group is assessed based on the key performance
indicators, which are the IFRS, EPRA and underlying performance measures.
Following completion of the long-term partnership with NBIM on 1 April 2025,
the Group has reassessed the way it evaluates performance. Effective from 1
April 2025, reporting on the performance of the Covent Garden segment is
presented separately to the CODM. As such the Covent Garden segment has become
a separate reporting segment from 1 April 2025.
For the remainder of the portfolio there has been no change in the way
information is reported to the CODM. The allocation of funding and management
of overheads and financing continues to be determined at an overall Group
level as the Group continues to look to maximise the potential from investment
opportunities across the whole of the portfolio and investment opportunities
continue to be assessed on a building-by-building basis.
The CODM reviews information on a segmental basis for gross profit and market
value of investment property only. No other assets or liabilities are
monitored by segment.
Comparative financial information for the Covent Garden segment has been
presented reflecting the gross profit from 1 January to 30 June. The Covent
Garden segment became effective from 1 April 2025 and reported to the CODM on
a proportionately consolidated basis, with the non-controlling interest
removed on a line-by-line basis, from this point forward.
30 June 2025 30 June 2024
Covent Garden Other Total Covent Garden Other Total
£m £m £m £m £m £m
Gross profit 44.2 45.0 89.2 40.4 40.3 80.7
Attributable to non-controlling interest (5.6) - (5.6) - - -
Gross profit for the period attributable to owners of the Parent 38.6 45.0 83.6 40.4 40.3 80.7
30 June 2025 31 December 2024
Covent Garden Other Total Covent Garden Other Total
£m £m £m £m £m £m
Market value of investment property under management 2,743.3 2,441.2 5,184.5 2,652.7 2,320.7 4,973.4
Attributable to non-controlling interest (685.8) - (685.8) - - -
Market value of investment property 2,057.5 2,441.2 4,498.7 2,652.7 2,320.7 4,973.4
3 PERFORMANCE MEASURES
The Group has applied the European Securities and Markets Authority guidelines
on alternative performance measures ("APMs") in these results. An APM is a
financial measure of historical or future financial performance, position or
cash flow of the Group which is not a measure defined or specified in IFRS.
Details of all APMs used by the Group are set out in the APM section on page
40.
As is usual practice in the sector, the Group presents APMs for certain
indicators, including earnings, earnings per share and net tangible assets,
adjusting for items as set out by EPRA in its Best Practice Recommendations.
These recommendations are designed to make the financial statements of public
real estate companies more comparable across Europe, enhancing the
transparency, comparability and coherence of the sector.
One of the key performance measures which the Group uses is underlying
earnings. The underlying earnings measure reflects the underlying financial
performance of the Group's West End property rental business and is used for
the calculation of dividends. The measure aligns with the main principles of
EPRA earnings. EPRA earnings excludes valuation movements and profit or loss
on disposal of investment properties, fair value changes of financial
instruments, cost of early close out of debt, certain allowable non-operating
and exceptional items and the amounts allocated to non-controlling interest in
respect of each of these. The non-operating and exceptional items adjusted for
by the Group in the current and prior period include the fair value movements
of the option component of the exchangeable bond and, following the completion
of the all-share merger in March 2023, the unwinding of the IFRS 3 fair value
of debt and non-recurring corporate and transaction-related costs. These costs
are considered non-recurring as they relate to significant transactions
outside the ongoing operations of the Group.
In calculating underlying earnings in both periods, additional adjustments are
made to exclude the financial performance of the Lillie Square joint venture,
associated tax adjustments and the interest receivable on the loan issued to
the joint venture by the Group. Lillie Square is not considered to be a core
part of the operations of the Group and therefore its results are not included
in underlying earnings.
A summary of the number of shares, on a basic and diluted basis, in issue at
the period end, and on a weighted average basis for the period, is set out in
the table below:
Number of shares
Six months ended 30 June 2025 30 June 2025 Six months ended 30 June 2024 30 June
Weighted average In issue Weighted average 2024
million
million
million In issue
million
Ordinary shares 1,953.2 1,953.2 1,953.2 1,953.2
Own shares - employee benefit trust (3.1) (3.1) (3.1) (3.1)
Own shares - exchangeable bond(1) (128.4) (128.4) (128.4) (128.4)
Number of shares - basic(2) 1,821.7 1,821.7 1,821.7 1,821.7
Dilutive effect of contingently issuable share option awards 7.4 14.3 2.8 5.9
Dilutive effect of contingently issuable deferred share awards 1.0 2.2 0.5 1.6
Number of shares - diluted(3) 1,830.1 1,838.2 1,825.0 1,829.2
1. Includes 127,008,787 shares held as collateral for the exchangeable bonds.
2. Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share.
3. Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings and net assets per
share.
Earnings per share - IFRS
Six months ended 30 June 2025 Six months ended 30 June 2024
Basic earnings attributable to owners of the Parent (£m) 151.6 86.1
Basic earnings per share (pence) 8.3p 4.7p
Diluted earnings per share (pence) 8.3p 4.7p
Earnings per share - EPRA and Underlying
Note Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Basic earnings 173.0 86.1
Basic earnings attributable to non-controlling interest 12 (21.4) -
Basic earnings attributable to owners of the Parent 151.6 86.1
EPRA Group adjustments:
Gain on revaluation and sale of investment property(1) (129.2) (53.2)
Change in value of investments and other receivables 2.5 0.1
Change in fair value of derivative financial instruments - interest rate 2.2 1.4
derivatives
Loss on sale of investments and subsidiaries 12 6.3 -
EPRA unusual items:
Non-underlying administrative expenses 5 2.3 3.3
Other exceptional finance items(2) 6.8 1.3
EPRA joint venture and associate adjustments:
Profit on sale and transfer of trading property - (1.5)
(Loss)/gain on revaluation of investment property 0.6 (3.5)
Write down/(reversal of write down) of trading property 0.3 (0.6)
Deferred tax adjustments - 1.2
EPRA earnings 43.4 34.6
EPRA earnings per share (pence)(3) 2.4p 1.9p
Underlying earnings adjustments:
Joint ventures adjustment - Lillie Square(4) (2.8) (0.4)
Underlying earnings 40.6 34.2
Underlying earnings per share (pence) 2.2p 1.9p
1. Excludes gain on revaluation of investment property attributable to
non-controlling interest of £17.5 million (30 June 2024: nil).
2. Other exceptional finance items include the unwind of the fair value
adjustments on the debt facilities acquired on merger of £2.5 million (30
June 2024: £3.0 million including our share of the fair value unwind of the
Longmartin debt of £0.3 million), accelerated unwind of fair value adjustment
on the early redemption of 50 per cent of the Canada Life secured loan notes
of £3.0 million (30 June 2024: nil), and the fair value movement of the
exchangeable bond option of £1.4 million (30 June 2024: £1.3 million
offset), offset by other non-underlying finance income of £0.1 million (30
June 2024: £0.4 million).
3. Prior period comparatives have been represented based on changes to EPRA
earnings following the publication of updated EPRA Best Practice
Recommendations Guidelines in September 2024.
4. The Lillie Square joint venture is not considered part of the core
underlying business of the Group and therefore its results are excluded from
underlying earnings. The adjustment includes £1.9 million (30 June 204: £1.6
million) interest receivable by the Group on the interest-bearing loans issued
to the joint venture and £0.9 million (30 June 2024: £1.2 million) of
adjustments made to EPRA earnings for profit on sale and transfer of trading
property, loss on revaluation of investment property, write down of trading
property and deferred tax adjustments.
Net assets per share
As at 30 June 2025 As at 31 December 2024
EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV
£m
£m
£m
£m
£m
£m
Equity attributable to owners of the Parent(1) 3,796.0 3,796.0 3,796.0 3,674.3 3,674.3 3,674.3
Unrecognised surplus on trading property - joint venture 0.1 0.1 0.1 0.1 0.1 0.1
Fair value of financial instruments - interest rate derivatives (1.2) (1.2) - (3.4) (3.4) -
Fair value adjustment of exchangeable bond(2) 5.1 5.1 - (0.4) (0.4) -
Real Estate Transfer Tax 302.6 - - 333.1 - -
Adjustment of fixed rate debt from carrying value to fair value(3) - - 26.9 - - 50.8
Deferred tax adjustments 0.5 0.5 - 0.5 0.5 -
NAV 4,103.1 3,800.5 3,823.0 4,004.2 3,671.1 3,725.2
NAV per share (pence) 223.2p 206.8p 208.0p 218.4p 200.2p 203.2p
1. IFRS total equity attributable to owners of the Parent of 206.5 pence per
share (31 December 2024: 200.4 pence per share).
2. Adjustment to remove the exchangeable bond option fair value and include
the exchangeable bond liability at nominal value of £275 million.
3. Excludes the fair value of exchangeable bond option component included
under derivative liabilities.
Headline earnings per share
Headline earnings per share is calculated in accordance with Circular 1/2023
issued by the South African Institute of Chartered Accountants, a requirement
of the Group's Johannesburg Stock Exchange secondary listing. This measure is
not a requirement of IFRS.
Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Basic earnings attributable to owners of the Parent 151.6 86.1
Group adjustments:
Loss on sale of investments and subsidiaries 6.3 -
Gain on revaluation and sale of investment property(1) (129.2) (53.2)
Headline earnings 28.7 32.9
Basic and diluted headline earnings per share (pence) 1.6 1.8
1. Excludes gain on revaluation of investment property attributable to
non-controlling interest of £17.5 million (30 June 2024: nil).
4 GROSS PROFIT
Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Rental receivable 104.4 95.7
Straight-lining of tenant lease incentives 1.2 3.1
Service charge income 12.0 12.4
Revenue 117.6 111.2
Provision for expected credit loss (1.3) (2.2)
Property expenses (15.0) (15.5)
Service charge expenses (12.0) (12.4)
Tenant lease incentives loss allowance (0.1) (0.4)
Costs (28.4) (30.5)
Gross profit 89.2 80.7
All revenue has been generated from operations within the United Kingdom.
5 ADMINISTRATION EXPENSES
Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Depreciation 0.1 0.3
Employee costs 10.1 10.4
Share option cost 3.8 1.3
Head office administration expenses 7.5 8.1
Non-underlying administration expenses(1) 2.3 3.3
Administration expenses 23.8 23.4
1. Non-underlying administration expenses relate to non-recurring corporate
and transaction-related costs.
6 FINANCE INCOME
Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Finance income:
On deposits and current accounts 7.7 2.4
On interest rate derivatives 1.8 5.1
Finance income 9.5 7.5
Other finance income:
On loans to joint ventures and associates 1.9 1.9
Other finance income 1.9 1.9
7 FINANCE COSTS
Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
On bank facilities and loan notes 16.6 16.9
On exchangeable bonds(1) 4.3 4.2
On secured loans 12.8 14.0
On obligations under lease liabilities 0.1 0.3
Finance costs 33.8 35.4
Other finance costs:
Non-underlying finance charges(2) 5.4 2.4
Other finance costs 5.4 2.4
1. On 30 November 2020 the Group issued £275 million of secured exchangeable
bonds maturing in March 2026. The net proceeds received from the issue of the
exchangeable bonds have been split between the financial liability element and
an option component. The debt component is accounted for at amortised cost
and, after taking into account transaction costs, accrues interest at an
effective interest rate of 3.1 per cent, of which 2 per cent (£2.75 million)
represents the cash coupon on the bond.
2. Non-underlying finance charges have been excluded from the calculation of
underlying earnings as these are non-recurring costs and do not represent the
underlying performance of the business. Non-underlying finance charges mainly
relate the unwind of the fair value adjustment of the debt on completion of
the merger in 2023 of £2.5 million and accelerated unwind of fair value
adjustment on the early redemption of 50 per cent of the Canada Life secured
loan notes of £3.0 million during the period.
8 TAXATION
Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Current income tax:
Current income tax charge - 0.2
Current tax on profits - 0.2
Deferred income tax:
On Group losses - (0.3)
On other temporary differences - 0.3
Deferred tax on profits - -
Total taxation charge in the consolidated income statement - 0.2
As a UK REIT, the Group is exempt from UK corporation tax on income and gains
from qualifying activities. Non-qualifying activities are subject to UK
corporation tax.
9 DIVIDENDS
PID Non-PID Date paid Six months Six months Year
ended ended ended
30 June 30 June 31 December 2024
£m
2025 2024
£m
£m
Ordinary shares Pence per share
For year ended 31 December 2023:
Final dividend of 1.65 pence per share 0.65 1.0 31 May 2024 - 32.2 32.2
For year ended 31 December 2024: -
Interim cash dividend of 1.7 pence per share 1.0 0.7 1 October 2024 - - 33.2
Final dividend of 1.8 pence per share 1.8 - 2 June 2025 35.2 - -
Dividend expense for the period(1) 35.2 32.2 65.4
1. Includes £2.3 million (30 June 2024: £1.9 million) paid to a controlled
entity, Capco Investment London (No.7) Scottish Limited Partnership, in
respect of 128,350,793 shares, of which 127,008,787 are held as collateral for
the exchangeable bonds. The entity has provided an undertaking not to exercise
its voting rights in respect of such ordinary shares but will receive the
proposed dividend, all of which was retained by the Group following
calculation of the dividend threshold test as set out in the exchangeable bond
conditions. The Group's dividend expense recorded in the consolidated
statement of cash flows is £32.9 million (30 June 2024: £30.3 million).
As a UK REIT, Shaftesbury Capital is required to distribute at least 90 per
cent of the Group's income profits from its tax-exempt property rental
business, and 100 per cent of the Group's UK REIT investment profits, by way
of a Property Income Distribution ("PID"). These distributions can be subject
to withholding tax at 20 per cent. Dividends from profits of the Group's
taxable residual business are ordinary dividends and will be taxed as an
ordinary dividend.
On 28 July 2025, the Directors declared an interim cash dividend for 2025 of
1.9 pence per ordinary share of which 1.5 pence per ordinary share will be
paid as a PID and 0.4 pence per ordinary share will be paid as a non-PID. The
interim cash dividend will be paid on 1 October 2025 to shareholders on the
register on 22 August 2025.
10 PROPERTY PORTFOLIO
Carrying value of property portfolio
30 June 31 December 2024
£m
2025
£m
Carrying value of investment property at 1 January 4,899.1 4,740.2
Carrying value of investment property held for sale at 1 January 9.8 -
Carrying value at 1 January 4,908.9 4,740.2
Additions from acquisitions 58.3 84.9
Additions from subsequent expenditure 15.8 43.1
Disposals(1) (12.8) (162.2)
Gain on revaluation 147.6 202.9
Transfer to held for sale(1) - (9.8)
Carrying value of investment property 5,117.8 4,899.1
Adjustment in respect of fixed head leases (2.6) (3.0)
Adjustment in respect of tenant lease incentives and deferred letting fees 49.2 47.5
Market value of investment property 5,164.4 4,943.6
The investment property valuation comprises:
Freehold properties 4,024.0 3,849.0
Leasehold properties 1,140.4 1,094.6
Market value of investment property 5,164.4 4,943.6
1. At 31 December 2024, two properties had exchanged for sale and were
accordingly classified as held for sale. Both transactions have subsequently
completed and are included in the disposals value of £12.8 million for the
period.
Market value of property portfolio
30 June 31 December 2024
£m
2025
£m
Market value of investment property 5,164.4 4,943.6
Market value of investment property held for sale - 9.8
Market value of owner-occupied property 20.1 20.1
Market value of property portfolio under management 5,184.5 4,973.5
Market-value of investment property attributable to non-controlling interest (685.8) -
Market value of property portfolio 4,498.7 4,973.5
Valuation process
The fair value of the Group's investment property and owner-occupied property
at 30 June 2025 was determined by independent, appropriately qualified
external valuers, CBRE and Cushman & Wakefield. The valuations conform to
the Royal Institution of Chartered Surveyors ("RICS") Valuation Professional
Standards. Fees paid to valuers are based on fixed price contracts.
Each period the Company appoints the external valuers. The valuers are
selected based on their knowledge, independence and reputation for valuing
assets such as those held by the Group.
Valuations are performed bi-annually and are performed consistently across all
properties in the Group's portfolio. At each reporting date, appropriately
qualified employees of the Group verify all significant inputs and review
computational outputs. Valuers submit and present summary reports to the
Group's Audit Committee, with the Executive Committee reporting to the Board
on the outcome of each valuation round.
Net zero carbon and EPC compliance
We are committed to meeting our 2030 carbon reduction targets and have reset
our Net Zero Carbon target to 2040 to align with the Science Based Targets
initiative ("SBTi") long-term carbon reduction targets, achieving SBTi
validation in January 2025. A key element in achieving this will come from
carbon efficiencies created through refurbishments of the Group's property
portfolio.
During 2025, the Group's additions from subsequent expenditure were £15.8
million (31 December 2024: £43.1 million). Included within the £15.8 million
total subsequent expenditure is work which related to enhancing the
environmental performance of assets, and design stage work aimed at delivering
environmental enhancements.
We aim for 75 per cent of commercial units to have a "B" or above EPC
compliance rating by 2027 and for all commercial units to have a "B" or above
and residential units a "C" or above rating by 2030. Any committed capital
expenditure has been included in note 18 'Capital commitments'.
Valuation techniques
Valuations are based on what is determined to be the highest and best use.
When considering the highest and best use a valuer will consider, on a
property-by-property basis, its actual and potential uses which are
physically, legally and financially viable. Where the highest and best use
differs from the existing use, the valuer will consider the cost and the
likelihood of achieving and implementing this change in use in arriving at its
valuation.
The fair value of the Group's investment properties has primarily been
determined using a market approach, which provides an indication of value by
comparing the subject asset with similar assets for which price information is
available. The external valuers use information provided by the Group, such as
tenancy information and capital expenditure expectations. In deriving fair
value, the valuer also makes a series of assumptions, using professional
judgement and market observations. These assumptions include, but are not
limited to, market yields, ERVs and void periods. The critical key assumptions
are the equivalent yields and estimated future rental income (ERVs), as set
out within the table on the next page and within the Analysis of Property
Portfolio on page 48. Equivalent yields are based on current market prices,
depending on, inter alia, the location, condition and use of the properties.
ERVs are calculated using a number of factors which include current rental
income, market comparatives and local occupancy levels. Whilst there is market
evidence for the key inputs, and recent transaction prices for similar
properties, there is still a significant element of estimation and judgement.
As a result of adjustments made to market observable data, these significant
inputs are deemed unobservable.
Non-financial assets carried at fair value, as is the case for investment
property held by the Group, are required to be analysed by level depending on
the valuation method adopted under IFRS 13 'Fair Value Measurement' ("IFRS
13").
The different valuation levels are defined as:
Level 1: valuation based on quoted market prices traded in active markets;
Level 2: valuation based on inputs other than quoted prices included within
Level 1 that maximise the use of observable data either directly or from
market prices or indirectly derived from market prices; and
Level 3: where one or more inputs to valuation are not based on observable
market data. Valuations at this level are more subjective and therefore more
closely managed, including sensitivity analysis of inputs to valuation models.
When the degree of subjectivity or nature of the measurement inputs changes,
consideration is given as to whether a transfer between fair value levels is
deemed to have occurred. Unobservable data becoming observable market data
would determine a transfer from Level 3 to Level 2. All investment properties
held by the Group are classified as Level 3 in the current and prior period.
The following table sets out the key unobservable inputs used in the valuation
models of the property portfolio under management:
30 June 31 December
Key unobservable inputs 2025 2024
Range
Range
(weighted average)
(weighted average)
£19-£296 £19-£296
(£92)
Estimated rental value per sq. ft per annum (£95)
Equivalent yield 2.7%-6.5% 2.9%-6.5%
(4.45%)
(4.46%)
Sensitivity to changes in key assumptions
As noted in the critical accounting judgements and key sources of estimation
and uncertainty section in note 1 'Principal accounting policies', the
valuation of the Group's property portfolio is inherently subjective. As a
result, the valuations are subject to a degree of uncertainty and are made on
the basis of assumptions which may not prove to be accurate, particularly in
periods of volatility or low transaction flow in the commercial property
market.
The sensitivity analysis below illustrates the impact on the fair value of the
Group's properties, from changes in the key assumptions:
Change in ERV
-10% -5% +5% +10%
£m £m £m £m
(Decrease)/increase in fair value (417.1) (209.7) 213.4 427.9
Change in Yield
-50bps -25bps +25bps +50bps
£m £m £m £m
Increase/(decrease) in fair value 673.9 316.7 (283.8) (538.5)
The table above shows movements in key assumptions in isolation. These key
unobservable inputs are interdependent. All other factors being equal, a
higher equivalent yield would lead to a decrease in the valuation, and an
increase in estimated rental value would increase the capital value, and vice
versa. However, there are interrelationships between the key unobservable
inputs which are partially determined by market conditions, which would impact
these changes.
At 30 June 2025, the Group was contractually committed to £5.8 million (31
December 2024: £24.1 million) of future expenditure for the purchase,
construction, development and enhancement of investment property. Refer to
note 18 'Capital commitments' for further information on capital commitments.
11 INVESTMENTS IN JOINT VENTURES AND ASSOCIATES
Investments in joint ventures and associates are measured using the equity
method. At 30 June 2025, investments comprised of Lillie Square joint venture
("LSJV"), which is held with other investors on a 50:50 basis. The Group
disposed of its interest in the Longmartin associate ("Longmartin") on 24
October 2024.
The table below reconciles the opening to closing carrying value of
investments as presented in the consolidated balance sheet.
Investment in joint ventures and associates Longmartin LSJV Total
£m
£m
£m
At 1 January 83.4 - 83.4
Share of profit/(loss) for the period 4.5 (1.8) 2.7
Losses restricted for the year(1) - 1.8 1.8
Dividend received (1.2) - (1.2)
Disposal of associate (86.7) - (86.7)
At 31 December 2024 - - -
Share of loss for the period - (2.4) (2.4)
Losses restricted for the period(1) - 2.4 2.4
At 30 June 2025 - - -
1. The loss from LSJV for the period
of £2.4 million (31 December 2024: £1.8 million) has been restricted in
accordance with the requirements of IAS 28 and has been allocated to the
cumulative losses which exceed the Group's investment in the joint venture.
Cumulative losses of £42.6 million have been restricted to date (31 December
2024: £40.2 million) and as a result the carrying value of the investment in
LSJV is nil (31 December 2024: nil). The Group holds £70.2 million (31
December 2024: £70.7 million) of recoverable loans from LSJV within note 13
'Trade and other receivables'.
LSJV was established as a joint venture arrangement with KFI in August 2012.
The joint venture was established to own, manage and develop land interests at
Lillie Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited,
acting as general partner to the partnership, and its subsidiaries. All major
decisions regarding LSJV are taken by the Board of Lillie Square GP Limited,
through which the Group shares strategic control.
The summarised income statement and balance sheet of LSJV is presented below.
Summarised income statement Six months ended Six months ended
30 June 2025 30 June 2024
£m £m
Revenue 2.2 1.7
Gross profit 0.8 0.6
(Loss)/gain on revaluation, sale and transfer of investment and trading (1.8) 2.4
property
Administration expenses (0.2) (0.1)
Net finance costs(1) (3.6) (3.1)
Loss for the period after taxation (4.8) (0.2)
1. Net finance costs include £3.8 million (30 June 2024: £3.3 million)
interest payable on the interest-bearing loans issued to the joint venture by
the Group and KFI. Finance income receivable by the Group from LSJV of £1.9
million (30 June 2024: £1.7 million) is recognised in the consolidated income
statement within other finance income.
Summarised balance sheet 30 June 31 December 2024
2025 £m
£m
Investment property 86.2 87.4
Other non-current assets 5.4 5.6
Non-current assets 91.6 93.0
Trading property 42.3 42.8
Other current assets 1.8 1.3
Cash and cash equivalents 10.5 9.7
Current assets 54.6 53.8
Amounts payable to joint venture partners(1) (228.4) (224.8)
Other current liabilities (2.6) (2.1)
Current liabilities (231.0) (226.9)
Net liabilities (84.8) (80.1)
Carrying value of investment and trading property 128.5 130.2
Unrecognised surplus on trading property(2) 0.3 0.3
Market value of investment and trading property 128.8 130.5
1. Amounts payable to joint venture partners include working capital
facilities advanced by the Group and KFI of £29.0 million (31 December 2024:
£29.2 million) and an interest bearing loan of £163.0 million (nominal
value) advanced by the Group and KFI to the joint venture. The carrying value
of the loan before impairment, including accrued interest was £183.6 million
(31 December 2024: £179.8 million). Recoverable amounts receivable by the
Group, net of impairments, are recognised on the consolidated balance sheet
within non-current trade and other receivables.
2. The unrecognised surplus on trading property and the market value of LSJV's
property portfolio are shown for informational purposes only and are not a
requirement of IFRS. Trading property continues to be measured at the lower of
cost and net realisable value.
12 NON-CONTROLLING INTEREST
On 1 April 2025, NBIM Mary Limited, a subsidiary of Norges Bank Investment
Management, acquired a 25 per cent non-controlling interest in Covent Garden
Real Estate Holdings Limited ("Covent Garden estate"), a subsidiary of the
Group for £574.6 million. A loss on sale of £6.3 million, including
transaction costs of £5.7 million, has been recorded within the loss on sale
of investments and subsidiaries in the consolidated income statement.
The principal place of business of Covent Garden Real Estate Holdings Limited
is within the UK.
The accumulated non-controlling interest is presented below.
30 June
2025
£m
At 1 January -
Disposal of non-controlling interest in group subsidiaries 574.6
Profit for the period attributable to non-controlling interest 21.4
At 30 June 596.0
The summarised income statement, balance sheet and cash flow statement of the
Covent Garden estate is presented below.
Summarised income statement 1 April 2025 to
30 June 2025
Revenue 30.5
Gross profit 22.2
Gain on revaluation of investment property 70.1
Administrative expenses (4.4)
Net finance costs (2.2)
Profit for the period 85.7
Summarised balance sheet 30 June
2025
£m
Investment property(1) 2,707.3
Other non-current assets 30.1
Non-current assets 2,737.4
Cash and cash equivalents(2) 56.5
Other current assets 24.8
Current assets 81.3
Borrowings, including lease liabilities (381.8)
Non-current liabilities (381.8)
Other current liabilities (52.7)
Current liabilities (52.7)
Net assets 2,384.2
1. The market value of investment property as at 30 June 2025 is £2,743.3
million.
2. Cash and cash equivalents includes £15.5 million of tenant deposits which
relate to cash held on deposit as security against tenant rent payments which
are subject to certain restrictions and therefore not available for general
use by the Group.
Summarised cash flow statement 30 June
2025
£m
Operating cash inflow after interest and tax 15.9
Purchase and development of investment property (4.8)
Net cash inflow 11.1
13 TRADE AND OTHER RECEIVABLES
30 June 31 December 2024
£m
2025
£m
Non-current
Prepayments and accrued income1 39.8 39.9
Amounts receivable from joint ventures(2) 70.2 70.7
Other receivables(3) 5.7 29.1
Trade and other receivables 115.7 139.7
Current
Rent receivable(4) 12.8 9.9
Prepayments and accrued income1 13.6 15.2
Other receivables(3) 5.0 5.3
Trade and other receivables 31.4 30.4
1. Includes tenant lease incentives and deferred letting fees of £49.2
million (31 December 2024: £47.5 million).
2. Amounts receivable from joint ventures represents an interest-bearing loan
of £91.8 million (31 December 2024: £89.9 million) provided to LSJV. The
loan bears interest at 4.25 per cent per annum and is repayable on demand. As
it is not the intention of the Group to call on the loan in the next 12 months
it has been presented as non-current. The loan was impaired by £2.4 million
during the period (31 December 2024: £19.2 million). Included within current
trade and other receivables is working capital funding of £29.0 million due
from LSJV (31 December 2024: £29.2 million) that has been fully impaired.
3. Other receivables include £5.6 million (31 December 2024: £29.1 million)
of restricted cash held on deposit as security for the secured term loans and
bank facilities with certain conditions restricting the use.
4. Rent receivable is shown net of an expected credit loss provision of £6.7
million (31 December 2024: £8.0 million).
14 CASH AND CASH EQUIVALENTS
30 June 31 December 2024
£m
2025
£m
Cash at hand 0.3 11.7
Cash on short-term deposits 585.7 98.1
Cash 586.0 109.8
Tenant deposits(1) 15.5 14.2
Cash and cash equivalents 601.5 124.0
1. Tenant deposits included above relate to cash held on deposit as security
against tenant rent payments which are subject to certain restrictions and
therefore not available for general use by the Group. The deposits are held in
bank accounts administered by the Group and therefore included within cash and
cash equivalents in the consolidated balance sheet. Cash deposits against
tenants' rent payment obligations totalling £24.5 million (31 December 2024:
£22.2 million) are held in bank accounts administered by the Group's managing
agents which are not included within the consolidated balance sheet.
15 BORROWINGS
30 June 2025
Carrying Secured Unsecured Fixed Floating Fair Nominal
value
£m
£m
rate
rate
value
value
£m
£m
£m
£m
£m
Current
Exchangeable bonds(1) 274.4 274.4 - 274.4 - 270.2 275.0
274.4 274.4 - 274.4 - 270.2 275.0
Non-current
Bank loans 270.9 - 270.9 - 270.9 270.9 275.0
Loan notes (USPPs) 379.4 - 379.4 379.4 - 349.6 380.0
Secured loans 484.0 484.0 - 484.0 - 494.3 517.4
1,134.3 484.0 650.3 863.4 270.9 1,114.8 1,172.4
Total borrowings 1,408.7 1,447.4
Cash, excluding tenant deposits (586.0)
Net debt 861.4
1. Fair value of exchangeable bonds includes the fair value of the option
component.
31 December 2024
Carrying Secured Unsecured Fixed Floating Fair Nominal
value
£m
£m
rate
rate
value
value
£m
£m
£m
£m
£m
Non-current
Bank loans 269.9 - 269.9 - 269.9 269.9 275.0
Loan notes (USPPs) 379.3 - 379.3 379.3 - 341.0 380.0
Secured loans 545.8 545.8 - 545.8 - 544.8 584.8
Exchangeable bonds(1) 272.8 272.8 - 272.8 - 263.1 275.0
1,467.8 818.6 649.2 1,197.9 269.9 1,418.8 1,514.8
Total borrowings 1,467.8 1,514.8
Cash, excluding tenant deposits (109.8)
Net debt 1,405.0
1. Fair value of exchangeable bonds includes the fair value of the option
component.
£517.4 million (nominal value) (31 December 2024: £584.8 million (nominal
value)) of the Group's borrowings are secured by fixed charges over certain
investment properties held by subsidiaries, with a market value of £1,610.2
million (31 December 2024: £1,681.1 million), and by floating charges over
the assets of certain subsidiaries.
There are currently no restrictions on the remittance of income from
investment properties.
Certain borrowing agreements contain financial and other covenants that, if
contravened, could alter the repayment profile. Details of financial covenants
are included on page 47. The Group has complied with the financial covenants
of all its borrowings during both periods presented.
The Group has two revolving credit facilities totalling £450 million, which
are undrawn at 30 June 2025.
Undrawn facilities and cash attributable to the Group, excluding tenant
deposits, at 30 June 2025 were £1,036.0 million (31 December 2024: £559.8
million).
The fair value of the Group's borrowings has been estimated using the market
value for floating rate borrowings, which approximates nominal value, and are
classified as Level 2 fair values as defined by IFRS 13. The fair values of
fixed rate borrowings have been determined by using a discounted cash flow
approach, using a current borrowing rate. The loans are classified as Level 3
fair value measurements as defined by IFRS 13 due to the use of unobservable
inputs, including own credit risk. The different valuation levels are defined
in note 10 'Property Portfolio'.
16 CLASSIFICATION OF FINANCIAL ASSETS AND LIABILITIES
The table below sets out each class of financial asset and financial
liability:
30 June 2025 31 December 2024
Note Carrying Loss to Carrying Gain/(loss)
value
value
to profit or loss
£m profit or loss
£m
£m
£m
Derivative financial assets 1.2 (2.2) 3.4 (6.3)
Total held for trading assets 1.2 (2.2) 3.4 (6.3)
Cash and cash equivalents 14 601.5 - 124.0 -
Other financial assets(1) 93.7 - 115.0 -
Total cash and other financial assets 695.2 - 239.0 -
Derivative financial liabilities (3.2) (1.4) (1.8) 5.4
Total held for trading liabilities (3.2) (1.4) (1.8) 5.4
Borrowings 15 (1,408.7) - (1,467.8) -
Lease liabilities (2.7) - (3.0) -
Other financial liabilities2 (61.3) - (62.7) -
Total borrowings and other financial liabilities (1,472.7) - (1,533.5) -
1. Includes rent receivable, amounts due from joint ventures and associates
and other receivables.
2. Includes trade and other payables (excluding rents in advance).
Fair value estimation
Financial instruments carried at fair value are required to be analysed by
level depending on the valuation method adopted under IFRS 13. The different
valuation levels are defined in note 10 'Property portfolio'.
The table below present the Group's financial assets and liabilities
recognised at fair value at 30 June 2025 and 31 December 2024. There were no
transfers between levels during the period.
30 June 2025 31 December 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£m
£m
£m
£m
£m
£m
£m
£m
Held for trading assets
Derivative financial assets - 1.2 - 1.2 - 3.4 - 3.4
Total assets - 1.2 - 1.2 - 3.4 - 3.4
Held for trading liabilities - -
Derivative financial liabilities - (3.2) (3.2) - (1.8) - (1.8)
Total liabilities - (3.2) - (3.2) - (1.8) - (1.8)
The fair values of derivative financial instruments are determined from
observable market prices or estimated using appropriate yield curves at 31
December each period by discounting the future contractual cash flows to the
net present values.
The fair values of the Group's cash and cash equivalents, other financial
assets carried at amortised cost and other financial liabilities are not
materially different from those at which they are carried in the condensed
consolidated interim financial statements.
17 SHARE CAPITAL AND SHARE PREMIUM
Number of shares(1) Share capital(2) Share premium
£m
Issue type £m
At 1 January 2025 1,953,178,138 488.2 232.5
At 30 June 2025 1,953,178,138 488.2 232.5
1. Total number of shares includes 128,350,793 shares issued to a controlled
entity in respect of secured shares of which 127,008,787 are held as
collateral for the exchangeable bonds and 3,146,886 shares held by the Group's
Employee Benefit Trust in respect of employee share awards.
2. Nominal value of share capital of 25 pence per share.
18 CAPITAL COMMITMENTS
At 30 June 2025, the Group was contractually committed to £5.8 million (31
December 2024: £24.1 million) of future expenditure for the purchase,
construction, refurbishment and enhancement of investment property.
The Group's share of joint ventures capital commitments arising on LSJV
amounts to nil (31 December 2024: nil).
19 CONTINGENT LIABILITIES
The Group has contingent liabilities in respect of legislation, sustainability
targets, legal claims, guarantees, indemnities and warranties arising from the
ordinary course of business. There are no contingent liabilities that require
disclosure or recognition in the condensed consolidated interim financial
statements.
20 CASH FLOWS FROM OPERATING ACTIVITIES
Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Note
Profit before tax 173.0 86.3
Adjustments:
Gain on revaluation and sale of investment property(1) (146.1) (53.2)
Change in value of investments and other receivables 2.5 0.1
Depreciation(2) 0.4 0.3
Amortisation of tenant lease incentives and other direct costs 0.2 (2.4)
Provision for expected credit loss 4 1.3 2.2
Profit from joint ventures and associates 11 - (4.2)
Share-option costs 5 3.8 1.3
Finance income 6 (9.5) (7.5)
Other finance income 6 (1.9) (1.9)
Finance costs 7 33.8 35.4
Other finance costs 7 5.4 2.4
Change in fair value of derivative financial instruments 3.6 0.1
Loss on sale of investments and subsidiaries(3) 12 0.6 -
Change in working capital:
Change in trade and other receivables 27.1 (3.0)
Change in trade and other payables (1.6) (14.1)
Cash generated from operations 92.6 42.1
1. Included within the gain on revaluation and sale of investment property in
the consolidated income statement are cash transaction costs of £0.6 million
incurred on the disposal of property.
2. £0.1 million of depreciation is recognised within note 5 'Administration
expenses' and £0.3 million is recognised within note 4 'Gross profit'.
3. Included within loss on sale of investments and subsidiaries in the
consolidated income statement are cash transaction costs of £5.7 million.
21 RELATED PARTY TRANSACTIONS
Transactions between the Group and its subsidiaries and joint ventures
Transactions during the period between the Group and its subsidiaries and
joint ventures, which are related parties, are disclosed in notes 11
'Investment in joint ventures and associates', 13 'Trade and other
receivables' and 18 'Capital commitments'. During the period the Group
recognised management fee income of £1.0 million (31 December 2024: £0.2
million) charged on an arm's length basis.
On 1 April 2025, NBIM Mary Limited, a subsidiary of Norges Bank Investment
Management, acquired a 25 per cent non-controlling interest in Covent Garden
Real Estate Holdings Limited ("Covent Garden estate"), a subsidiary of the
Group. Prior to the transaction, NBIM already had a 23.5 per cent shareholding
in the Group. Details of the transaction are set out in note 1 'Accounting
Policies' and note 12 'Non-controlling interest'.
A related party of the Group, Lillie Square GP Limited, entered into the
following related party transaction as defined by IAS 24 'Related Party
Disclosures'. Situl Jobanputra, Chief Financial Officer of Shaftesbury
Capital, and a family member own an apartment in the Lillie Square
development. The disclosures in respect of this purchase were included in
previous financial statements. Owners of apartments in the Lillie Square
development are required to pay annual ground rent, insurance premium fees,
maintenance work fees and bi-annual service charge fees, which for Directors
are related party transactions.
Transactions with Directors are conducted at fair and reasonable market price
based upon similar comparable transactions at that time. Where applicable,
appropriate approval has been provided. Lillie Square GP Limited acts in the
capacity of general partner to Lillie Square LP, a joint venture between the
Group and KFI.
ALTERNATIVE PERFORMANCE MEASURES (unaudited)
The Group has applied the European Securities and Markets Authority guidelines
on alternative performance measures ("APMs") in these results. An APM is a
financial measure of historical or future finance performance, position or
cash flow of the Group which is not a measure defined or specified in IFRS.
Set out below is a summary of the APMs.
Many of the APMs included are based on the EPRA Best Practice Recommendations
reporting framework, a set of standard disclosures for the property industry,
which aims to improve the transparency, comparability and relevance of
published results of public real estate companies in Europe.
The Group also uses underlying earnings, property portfolio and financial debt
ratio APMs. Financial debt ratios are supplementary ratios which we believe
are useful in monitoring the capital structure of the Group. Additionally,
loan-to-value and interest cover are covenants within many of the Group's
borrowing facilities.
Amounts presented excluding amounts allocated to non-controlling interest and
the Lillie Square joint venture.
APM Definition of measure Nearest IFRS measure Explanation/ Six months ended 30 June 2025 Six months ended 30 June 2024
reconciliation
Underlying earnings EPRA earnings adjusted for items not considered part of the core underlying Profit for the period Note 3 £40.6m £34.2m
activities of the Group
Underlying earnings Underlying earnings per weighted average number of ordinary shares Basic earnings per share Note 3 2.2p 1.9p
per share
EPRA earnings(1) Earnings that reflect the operational performance of the Group Profit for the period Note 3 £43.4m £34.6m
EPRA earnings per share(1) EPRA earnings per weighted average number of ordinary shares Basic earnings per share Note 3 2.4p 1.9p
Interest cover Underlying gross profit and other income divided by net underlying finance N/A Covenants 357.4% 290.0%
costs
Page 47
APM Definition of measure Nearest IFRS measure Explanation/ 30 June 31 December 2024
reconciliation
2025
EPRA NTA Net asset value adjusted to include properties at fair value and to exclude Net assets attributable to shareholders Note 3 £3,800.5m £3,671.1m
certain items not expected to crystallise in a long-term investment property
business model
EPRA NTA per share EPRA NTA per the diluted number of ordinary shares Net assets attributable to shareholders per share Note 3 206.8p 200.2p
Market value of property portfolio Market value of property portfolio on a Group share basis Investment property Note 10 £4,498.7m £4,973.5m
Market value of property portfolio under management Market value of property portfolio under management Investment property Note 10 £5,184.5m £4,973.5m
Loan-to-value Net debt, at nominal value and excluding tenant deposits, divided by market N/A Covenants 17.3% 28.2%
value of property portfolio
Page 47
Total accounting return (TAR) The movement in EPRA NTA per share plus dividends per share paid during the N/A Table 3 4.2% 7.0%
period.
Total property return (TPR) Capital growth including gains and losses on disposals plus rent received less N/A Table 4 4.9% 7.6%
associated costs, including ground rent
Net debt to EBITDA Net debt at nominal value, excluding tenant deposits, divided by EBITDA N/A Table 5 6.1x 10.9x
Gross debt with interest rate protection Proportion of the gross debt with interest rate protection, including interest N/A N/A 100% 100%
bearing deposits
Weighted average cost of debt - gross Cost of debt weighted by the drawn balance of external borrowings N/A Financial Review, page 14 4.0% 4.0%
Weighted average cost of debt - net Cost of debt weighted by the drawn and undrawn balance of external debt N/A Financial Review, page 14 3.5% 3.7%
Cash and undrawn committed facilities Cash and cash equivalents, excluding tenant deposits, plus undrawn committed N/A Financial Review, page 14 £1,025.7m £559.8m
facilities
1. Prior period comparatives have been represented based on changes to EPRA
earnings following the publication of updated EPRA Best Practice
Recommendations Guidelines in September 2024.
EPRA measures (unaudited)
EPRA Net Reinstatement Value ("EPRA NRV"), EPRA Net Tangible Assets ("EPRA
NTA") and EPRA Net Disposal Value ("EPRA NDV") are alternative performance
measures that are calculated in accordance with the Best Practices
Recommendations of the European Public Real Estate Association (EPRA) to
provide a transparent and consistent basis to enable comparison between
European property companies. EPRA NTA is considered to be the most relevant
measure for the Group's operating activity and is the primary measure of net
asset value.
The following is a summary of EPRA performance measures and key Group
measures. The measures are defined in the Glossary.
EPRA measure Definition of measure Explanation/ reconciliation 30 June 30 June
2025 2024
EPRA earnings(1) Earnings that reflect the operational performance of the Group Note 3 £43.4m £34.6m
EPRA earnings per share(1) EPRA earnings per weighted average number of ordinary shares Note 3 2.4p 1.9p
Like-for-like rental growth Rental income for properties which have been owned throughout both periods Table 11 8.2% N/A
without significant capital expenditure in either period, so income can be
compared on a like-for-like basis
EPRA cost ratio Total adjusted costs as a percentage of gross rental income (including direct Table 10 37.3% 41.0%
vacancy costs)
Total adjusted costs as a percentage of gross rental income (excluding direct Table 10 37.6% 35.9%
vacancy costs)
Adjusted Company cost ratio Total adjusted costs as a percentage of adjusted gross rental income Table 10 35.2% 37.8%
(including direct vacancy costs)
Total adjusted costs as a percentage of adjusted gross rental income Table 10 35.5% 32.7%
(excluding direct vacancy costs)
EPRA measure Definition of measure Explanation/ reconciliation 30 June 31 December
2025 2024
EPRA NTA Net asset value adjusted to include properties at fair value and to exclude Note 3 £3,800.5m £3,671.1m
certain items not expected to crystallise in a long-term investment property
business model
EPRA NTA per share EPRA NTA per the diluted number of ordinary shares Note 3 206.8p 200.2p
EPRA NDV EPRA NTA amended to include the fair value of financial instruments and debt Note 3 £3,823.0 £3,725.2m
EPRA NDV per share EPRA NDV per the diluted number of ordinary shares Note 3 208.0p 203.2p
EPRA NRV EPRA NTA amended to include real estate transfer tax Note 3 £4,103.1 £4,004.2m
EPRA NRV per share EPRA NRV per the diluted number of ordinary shares Note 3 223.2p 218.4p
EPRA net initial yield Annualised rental income less non-recoverable costs as a percentage of market Table 6 3.8% 3.8%
value plus assumed purchaser's costs
EPRA topped-up initial yield Net initial yield adjusted for the expiration of the rent-free periods Table 6 4.1% 4.1%
EPRA vacancy ERV of unlet units (including those under offer) expressed as a percentage of Table 7 3.5% 3.9%
the ERV of the portfolio excluding units under development
Capital Expenditure Capital expenditure on acquisition and development of investment property Table 8 £71.5m £131.4m
portfolio
EPRA LTV (Loan-to-Value) Ratio of adjusted net debt, including net payables, to the sum of the net Table 9 16.6% 27.4%
assets, including net receivables, of the Group, its subsidiaries and joint
ventures and associates, all on a proportionate basis, expressed as a
percentage
1. Prior period comparatives have been represented based on changes to EPRA
earnings following the publication of EPRA Best Practice Recommendations
Guidelines in September 2024. Refer to note 3 'Performance measures' for
further details.
ALTERNATIVE PERFORMANCE MEASURES and epra measures (unaudited)
1. Summary income statement
The summary income statement is presented on an underlying, proportionately
consolidated basis and therefore excludes amounts allocated to the
non-controlling interest and the Lillie Square joint venture.
30 June 2025 30 June 2024
Adjustment for non-controlling interest EPRA and non- underlying adjustments EPRA and non- underlying adjustments
£m £m £m
Underlying earnings Underlying earnings
IFRS £m IFRS £m
£m £m
Gross profit 89.2 (5.6) - 83.6 80.7 - 80.7
Other income 1.1 - - 1.1 0.2 - -
Gain on revaluation and sale of investment property 146.7 (17.5) (129.2) - 53.2 (53.2) -
Administration expenses (23.8) 1.1 2.3 (20.4) (23.4) 3.3 (20.1)
Share of profit from associate - - - - 4.2 (2.7) 1.7
Net underlying finance costs (24.3) 0.6 - (23.7) (27.9) - (27.9)
Other(1) (15.9) - 15.9 - (0.7) 0.7 -
Taxation - - - - (0.2) - (0.2)
Profit for the period 173.0 (21.4) (111.0) 40.6 86.1 (51.9) 34.2
1. Includes impairment of other receivables, other finance income and costs
including the change in fair value of derivatives and loss on sale of
investments and subsidiaries.
2. Summary balance sheet
The summary balance sheet is presented on a proportionately consolidated basis
and excludes amounts allocated to the non-controlling interest.
30 June 2025
IFRS Adjustment for Total
£m non-controlling interest proportionately consolidated
£m £m
Property portfolio(1) 5,137.9 (676.8) 4,461.1
Net debt (861.4) 84.7 (776.7)
Other assets and liabilities 115.5 (3.9) 111.6
Non-controlling interest (596.0) 596.0 -
Net assets 3,796.0 - 3,796.0
EPRA adjustments 4.5 - 4.5
EPRA net assets 3,800.5 - 3,800.5
1. Includes £20.1 million accounted for as owner-occupied property.
3. Total accounting return
30 June 2025 31 December 2024
£m
£m
Note
Opening EPRA NTA (A) 3 200.2p 190.3p
Closing EPRA (NTA) 3 206.8p 200.2p
Increase in the period 6.6p 9.9p
Adjusted for:
Dividends per share paid in the current period 9 1.8p 3.4p
Total accounting return (B) 8.4p 13.3p
Total accounting return % (B/A) 4.2% 7.0%
4. Total property return
Note 30 June 2025 31 December 2024
£m
£m
Gross profit Table 1 83.6 167.1
Gain on revaluation and sale of investment property Table 1 129.2 194.6
Total capital return (A) 212.8 361.7
Market value of property portfolio 10 4,498.7 4,973.5
Gain on revaluation and sale of investment property Table 1 (129.2) (194.6)
Capital employed (B) 4,369.5 4,778.9
Total property return (A/B) 4.9% 7.6%
1. Total property return excludes amounts allocated to non-controlling
interest and the Lillie Square joint venture.
5. Net debt to EBITDA
Net debt to EBITDA for the June 2025 period below is presented on an
annualised pro-forma basis and excludes amounts allocated to non-controlling
interest and the Lillie Square joint venture.
Note 30 June 2025 31 December 2024
£m
£m
Gross profit Table 1 83.6 167.1
Administration expenses(1) Table 1 (20.4) (39.4)
63.2 127.7
Adjusted for:
Depreciation 0.4 0.7
EBITDA 63.6 128.4
Annualised EBITDA (A) 127.2 128.4
Net debt (B) Table 2 776.7 1,405.0
Net debt to EBITDA (B/A) 6.1x 10.9x
1. Administration expenses exclude £2.3 million (31 December 2024: £3.3
million) of non-underlying administration expenses.
6. EPRA Net initial yield and EPRA 'topped-up' net initial yield
30 June 30 June
2025 2024
£m
£m
Note
Investment property 10 4,498.7 4,831.1
Investment property - share of joint ventures and associates 43.1 206.5
Trading property (including share of joint venture) 21.3 22.5
Less: developments (181.1) (258.2)
Completed property portfolio 4,382.0 4,801.9
Allowance for estimated purchasers' costs 302.6 332.8
Gross up completed property portfolio valuation (A) 4,684.6 5,134.7
Annualised cash passing rental income 184.3 205.8
Property outgoings (6.6) (9.3)
Annualised net rents (B) 177.7 196.5
Add: notional rent expiration of rent periods or other lease incentives 15.8 14.6
Topped-up net annualised rent (C) 193.5 211.1
EPRA Net Initial Yield (B/A) 3.8% 3.8%
EPRA 'topped-up' Net Initial Yield (C/A) 4.1% 4.1%
The EPRA Net Initial Yield and EPRA 'topped-up' Net Initial Yield are
calculated based on EPRA guidelines and includes the property portfolio and
the Group's share of Lillie Square and Longmartin (applicable only up until
the point of disposal in October 2024).
7. EPRA vacancy rate
30 June 31 December 2024
£m
2025
£m
Estimated rental value of vacant space 8.8 9.3
Estimated rental value of the portfolio less refurbishment estimated rental 249.1 237.1
value
EPRA vacancy rate for the portfolio under management 3.5% 3.9%
EPRA vacancy rate includes units under offer, net of which vacancy relating to
units available to let is 2.4 per cent. Investment properties held within the
joint venture at Lillie Square totalling £43.1 million (our share) (31
December 2024: £43.7 million (our share)) are not included in the vacancy
rate above.
8. Property related capex
30 June 2025 31 December 2024
Group (excluding joint venture) Adjustment Joint Total Group Group (excluding Joint venture Total Group
£m for non-controlling interest venture £m joint ventures) £m £m
£m £m
Acquisitions 58.3 (0.3) - 58.0 84.9 - 84.9
Development - - 0.1 0.1 - 0.2 0.2
Investment property
Incremental lettable space 3.5 (0.4) - 3.1 2.0 - 2.0
No incremental lettable space 12.2 (1.1) - 11.1 38.3 0.8 39.1
Tenant lease incentives 0.1 - - 0.1 2.8 - 2.8
Capitalised interest - - - - - - -
Total CapEx 74.1 (1.8) 0.1 72.4 128.0 1.0 129.0
Conversion from accrual to cash basis 0.8 0.6 - 1.4 2.4 - 2.4
Total CapEx on cash basis 74.9 (1.2) 0.1 73.8 130.4 1.0 131.4
9. EPRA LTV (Loan-to-Value)
30 June 2025 31 December 2024
Group Adjustment for non-controlling interest Share of joint Total Group Share of joint venture Total
£m
£m
£m
£m
£m
£m venture
£m
Borrowings from financial institutions (1,172.4) 95.0 - (1,077.4) (1,239.8) - (1,239.8)
Exchangeable bond (275.0) - - (275.0) (275.0) - (275.0)
Exclude:
Cash and cash equivalents(1) 601.5 (14.1) 5.3 592.7 124.0 4.9 128.9
EPRA net debt (B) (845.9) 80.9 5.3 (759.7) (1,390.8) 4.9 (1,385.9)
Investment property at fair value 5,164.4 (685.8) 43.1 4,521.7 4,943.6 43.7 4,987.3
Owner occupied property at fair value 20.1 - - 20.1 20.1 - 20.1
Properties held for sale at fair value - - - - 9.8 - 9.8
Properties under development - - 21.3 21.3 - 21.6 21.6
Net receivables 61.1 0.9 (61.0) 1.0 85.5 (61.5) 24.0
Total property value (A) 5,245.6 (684.9) 3.4 4,564.1 5,059.0 3.8 5,062.8
EPRA LTV (B/A) 16.6% 27.4%
1. Includes tenant deposits for the Group of £15.5 million (31 December 2024:
£14.5 million) (non-controlling interest £3.9 million) held as security
against tenant rent payments which are subject to certain restrictions and
therefore not available for general use by the Group.
10. EPRA cost ratio
Six months ended Six months ended
30 June 30 June
2025 2024
£m £m
Note
Administrative expenses(1) 5 23.8 23.4
Total property outgoings 4 27.1 28.2
Provision for expected credit loss 4 1.3 2.2
Less: Service charge expense 4 (12.0) (12.4)
Other income (1.1) (0.1)
Share of joint ventures and associates expenses 0.8 1.4
Exclude:
Ground rent cost (0.1) (0.2)
EPRA cost (including direct vacancy costs) (A) 39.8 42.5
Direct vacancy costs 0.3 (5.3)
EPRA costs (excluding direct vacancy costs) (B) 40.1 37.2
Gross rental income less ground rent costs 117.5 111.0
Less: Service charge income 4 (12.0) (12.4)
Share of joint ventures and associates property income 1.1 5.1
Adjusted gross rental income (C) 106.6 103.7
EPRA cost ratio (including direct vacancy costs) (A/C) 37.3% 41.0%
EPRA cost ratio (excluding direct vacancy costs) (B/C) 37.6% 35.9%
Company specific adjustments(2):
Non-underlying administrative expenses 5 (2.3) (3.3)
Company specific adjustments for costs (D) (2.3) (3.3)
Adjusted company cost (including direct vacancy costs) (E = A+D) 37.5 39.2
Adjusted company cost (excluding direct vacancy costs) (F = B+D) 37.8 33.9
Adjusted company cost ratio (including direct vacancy costs) (E/C) 35.2% 37.8%
Adjusted company cost ratio (excluding direct vacancy costs) (F/C) 35.5% 32.7%
1. £0.4 million (30 June 2024: £0.1 million) of administrative expenses were
capitalised during the period. These capitalised costs mainly relate to
employee costs as it is the Group's policy to capitalise directly attributable
overheads and operating expenses to assets under refurbishment or development.
2. Company specific adjustment relates to non-underlying administrative
expenses and do not represent the recurring, underlying performance of the
Group. Details of non-underlying expenses are set out in note 5
'Administration expenses'.
11. Like-for-like rental growth
Rental income for the previous period is presented below on a pro-forma basis
to reflect the Group's rental growth on a like-for-like basis following the
completion of the long-term strategic partnership with NBIM on 1 April 2025.
Rental income for each period includes 100 per cent of the portfolio for the
period 1 January to 31 March and excludes amounts allocated to non-controlling
interest for the period 1 April to 30 June. Both periods exclude rental income
from joint ventures or associates.
The like-for-like rental growth compares the rental income of properties which
have been owned throughout both periods without significant capital
expenditure in either period.
Note Six months ended
30 June
2025
£m
Rental income in current period(1) 4 105.6
Adjusted for non-controlling interest (6.9)
Rental income for current period 98.7
Adjusted for impact of:
Acquisitions (2.1)
Properties in development(2) (0.4)
Like-for-like rental income in current period (A) 96.2
Rental income in previous period(1) 4 98.8
Adjusted for non-controlling interest (6.4)
Pro-forma adjusted rental income in previous period (2) 92.4
Adjusted for impact of:
Acquisitions (0.9)
Disposals (2.5)
Properties in development(1) (0.1)
Like-for-like rental income in prior period (B) 88.9
Like-for-like growth in rental income ((A-B)/B) 8.2%
1. Revenue as reported in the consolidated income statement, excluding service
charge income.
2. Development properties are defined as properties where no income generating
part remained operational during the period of development. The income pre and
post development is removed for like-for-like purposes.
COVENANTS
Key financial covenants
30 June 2025
Maturity Nominal value Carrying value LTV Interest cover
covenant
covenant
£m £m
Private placement loan notes 2026-2037 380.0 379.4 60% 1.20x
Exchangeable bond 2026 275.0 274.4 N/A N/A
Unsecured term facilities(1) 2027-2029 275.0 270.9 60% 1.20x
Secured term loans (Canada Life) 2029 67.4 64.6 60% 1.40x
Secured term loans (Aviva) 2030-2035 450.0 419.4 65% 1.35x
Unsecured revolving credit facility (undrawn)(1) 2027 150.0 - 60% 1.20x
Revolving credit facility (undrawn) 2028 300.0 - 60% 1.20x
1. Additional requirement that Group unencumbered assets are equal to or
exceed 1.5x of Group unsecured debt.
Loan-to-value
Note 30 June 31 December
2025 2024
£m
£m
Debt at nominal value 1,352.4 1,514.8
Less: cash (575.7) (109.8)
Net debt (A) Table 2 776.7 1,405.0
Total property portfolio at market value (B) 10 4,498.7 4,973.5
Loan-to-value (A/B)(1) 17.3% 28.2%
1. Loan-to-value excludes amounts allocated to non-controlling interest and
the Lillie Square joint venture.
Interest cover
Note Six months ended 30 June 2025 Six months ended 30 June 2024
£m
£m
Finance costs (33.1) (35.4)
Finance income 9.4 7.5
Net finance costs (A) Table 1 (23.7) (27.9)
Underlying operating income:
Gross profit Table 1 83.6 80.7
Other income Table 1 1.1 0.2
Underlying operating income (B) 84.7 80.9
Interest cover (B/A)(1) 357.4% 290.0%
1. Interest cover excludes amounts allocated to non-controlling interest and
the Lillie Square joint venture.
Analysis of property portfolio
Property portfolio by use
Portfolio by use for six months ended 30 June 2025 Retail Food & Offices Commercial Residential Total Group
beverage portfolio share
portfolio
Valuation (£m)(1) 1,865.0 1,712.8 959.8 4,537.6 645.0 5,182.6 4,496.7
Valuation (%) 36% 33% 19% 88% 12% 100% 100%
L-f-L valuation movement +4.2% +2.9% +3.4% +3.6% -0.2% +3.1% +3.1%
Annualised gross income (£m) 73.4 73.8 38.0 185.2 23.3 208.5 182.2
Annualised gross income (%) 35% 35% 19% 89% 11% 100% 100%
L-f-L annualised gross income growth -0.2% +1.5% +8.7% +2.2% +1.2% +2.1% +2.3%
ERV (£m) 93.5 86.6 55.3 235.4 25.4 260.8 226.4
ERV (%) 36% 33% 21% 90% 10% 100% 100%
ERV psf (£) 131 93 81 102 61 95 95
L-f-L ERV movement +3.8% +2.5% +2.7% +3.1% +1.7% +2.9% +3.0%
Net initial yield 3.6% 4.0% 3.4% 3.7% 2.9% 3.6% 3.6%
Topped up net initial yield 4.0% 4.3% 4.0% 4.1% N/A 3.9% 3.9%
Equivalent yield 4.5% 4.6% 4.9% 4.6% 3.2% 4.5% 4.5%
WAULT 3.8 8.1 3.0 5.2 1.1 4.6 4.6(3)
Floor Area (sq ft m)(2) 0.7 0.9 0.7 2.3 0.4 2.7 2.7(3)
Unit Count(2) 419 391 440 1,250 652 1,902 1,902(3)
1. Excludes £1.9 million of Group properties primarily held in Lillie Square
LP Limited (a wholly-owned subsidiary).
2. Excluding long-leasehold residential interests.
3. WAULT, floor area and unit count have not been adjusted and reflect 100% of
the portfolio
Property portfolio by location
Portfolio by location for six months ended 30 June 2025 Covent Garden Carnaby | Soho Chinatown Total Group
portfolio share
portfolio
Valuation (£m)(1) 2,743.3 1,700.0 739.3 5,182.6 4,496.7
Valuation (%) 53% 33% 14% 100% 100%
L-f-L valuation movement +2.7% +3.6% +3.1% +3.1% +3.1%
Annualised gross income (£m) 105.1 70.7 32.7 208.5 182.2
Annualised gross income (%) 50% 34% 16% 100% 100%
L-f-L annualised gross income growth +0.6% +4.4% +2.1% +2.1% +2.3%
ERV (£m) 137.6 87.7 35.5 260.8 226.4
ERV (%) 53% 34% 14% 100% 100%
ERV psf (£) 98 96 84 95 95
L-f-L ERV movement +2.5% +3.6% +3.2% +2.9% +3.0%
Net initial yield 3.5% 3.6% 4.0% 3.6% 3.6%
Topped up net initial yield 3.9% 3.9% 4.1% 3.9% 3.9%
Equivalent yield 4.5% 4.5% 4.3% 4.5% 4.5%
WAULT 5.2 4.1 5.5 4.6 4.6(3)
Floor Area (sq ft m)(2) 1.4 0.9 0.4 2.7 2.7(3)
Unit Count(2) 858 694 350 1,902 1,902(3)
1. Excludes £1.9 million of Group properties primarily held in Lillie Square
LP Limited (a wholly-owned subsidiary).
2. Excluding long-leasehold residential interests.
3. WAULT, floor area and unit count have not been adjusted and reflect 100% of
the portfolio
DIVIDENDS
The Directors of Shaftesbury Capital PLC have declared an interim cash dividend of 1.9 pence per ordinary share (ISIN GB00B62G9D36) payable on Wednesday, 1 October 2025.
Dates
The following are the salient dates for the payment of the 2025 interim cash
dividend:
Interim 2025 dividend announced Tuesday, 29 July 2025
Sterling/Rand exchange rate struck Monday, 11 August 2025
Sterling/Rand exchange rate and dividend amount in Rand announced by 11.00 am Tuesday, 12 August 2025
(Johannesburg time)
Last day to trade cum-dividend* Tuesday, 19 August 2025
Ordinary shares listed ex-dividend on the Johannesburg Stock Exchange Wednesday, 20 August 2025
Ordinary shares listed ex-dividend on the London Stock Exchange Thursday, 21 August 2025
Record date for the 2025 interim dividend in UK and South Africa Friday, 22 August 2025
Deadline for submission of declaration of eligibility to receive gross PID Friday, 22 August 2025 (COB)
payment to UK registrar
Dividend payment date for shareholders Wednesday, 1 October 2025
* South African shareholders should note that, in accordance with the
requirements of Strate, the last day to trade cum-dividend on the Johannesburg
Stock Exchange will be Tuesday, 19 August 2025. No dematerialisation or
rematerialisation of shares will be possible from Wednesday, 20 August 2025 to
Friday, 22 August 2025 inclusive. No transfers between the UK and South
African registers may take place from close of business on Tuesday, 12 August
2025 to Friday, 22 August 2025 inclusive.
The above dates are proposed and subject to change.
The Property Income Distribution ("PID") element (being 1.5 pence) will be
subject to a deduction of a 20 per cent UK withholding tax unless exemptions
apply. The Non-PID element (being 0.4 pence) will be treated as an ordinary UK
company dividend.
Information for shareholders
The information below is included only as a general guide to taxation for
shareholders based on Shaftesbury Capital's understanding of the law and the
practice currently in force. Any shareholder who is in any doubt as to their
tax position should seek independent professional advice.
UK shareholders
Certain categories of shareholders may be eligible for exemption from the 20 per cent UK withholding tax and may register to receive their dividends on a gross basis. Further information, including the required forms, is available from the 'Investor Information' section of the Company's website (
https://www.shaftesburycapital.com/en/investors/investor-information.html (https://www.shaftesburycapital.com/en/investors/investor-information.html)
), or on request from the Company's UK registrar, MUFG Corporate Markets. Validly completed forms must be received by MUFG Corporate Markets no later than the dividend record date, as advised; otherwise the dividend will be paid after deduction of tax.
Cash dividends paid directly to bank or building society account
Cash dividend payments made by the Company are only paid by electronic means.
The Company no longer issues payments by cheque. To receive cash dividends,
shareholders must ensure that they have registered their bank/building society
details with the appropriate registrar. Visit the dividend information section
of our website for more details
(https://www.shaftesburycapital.com/en/investors/investor-information/dividend-information.html
(https://www.shaftesburycapital.com/en/investors/investor-information/dividend-information.html)
).
South African shareholders
The 2025 interim cash dividend declared by the Company is a foreign payment
and the funds are sourced from the UK.
PID: A 20 per cent UK withholding tax is applicable to a PID. South African
shareholders may apply to HMRC after payment of the PID element of the 2025
interim cash dividend for a refund of the difference between the 20 per cent
UK withholding tax and the UK/South African double taxation treaty rate of 15
per cent.
The PID element of the 2025 interim cash dividend will be exempt from income
tax but will constitute a dividend for Dividends Tax purposes, as it will be
declared in respect of a share listed on the exchange operated by the
Johannesburg Stock Exchange. South African Dividends Tax will therefore be
withheld from the PID element of the 2025 interim cash dividend at a rate of
20 per cent, unless a shareholder qualifies for an exemption and the
prescribed requirements for effecting the exemption are in place by the
requisite date. Certain shareholders may also qualify for a reduction of South
Africa Dividends Tax liability to 5 per cent, (being the difference between
the South African dividends tax rate and the effective UK withholding tax rate
of 15 per cent) if the prescribed requirements for effecting the reduction are
in place by the requisite date.
Non-PID: The Non-PID element of the 2025 interim cash dividend will be exempt
from income tax but will constitute a dividend for South African Dividends Tax
purposes, as it will be declared in respect of a share listed on the exchange
operated by the Johannesburg Stock Exchange. South African Dividends Tax will
therefore be withheld from the Non-PID element of the 2025 interim cash
dividend at a rate of 20 per cent, unless a shareholder qualifies for an
exemption and the prescribed requirements for effecting the exemption are in
place by the requisite date.
Other overseas shareholders
Other non-UK shareholders may be able to make claims for a refund of UK
withholding tax deducted pursuant to the application of a relevant double
taxation convention. UK withholding tax refunds can only be claimed from HMRC,
the UK tax authority.
Additional information on PIDs and ordinary dividends (Non-PIDs) can be found
at
https://www.shaftesburycapital.com/en/investors/investor-information/reit.html
(https://www.shaftesburycapital.com/en/investors/investor-information/reit.html)
Glossary
Annualised gross income
Total annualised actual and "estimated income" from leases at a valuation date. It includes sundry non-leased income and estimated turnover related rents. No rent is attributed to leases which were subject to rent free periods at that date. It does not reflect any head rents and estimated irrecoverable outgoings at the valuation date. "Estimated income" refers to gross ERVs in respect of rent reviews outstanding at the valuation date and, where appropriate, ERV in respect of lease renewals outstanding at the valuation date where the fair value reflects terms for a renewed lease.
APM (Alternative Performance Measure)
A financial measure of historical or future financial performance, position or cash flows of the Group which is not a measure defined or specified in IFRS.
Cash and undrawn committed facilities
Cash and cash equivalents, excluding tenant deposits, plus undrawn committed
facilities.
Category A (Cat A)
A Category A (Cat A) office refurbishment refers to the basic fit-out of an
office space, typically including essential infrastructure such as raised
floors, suspended ceilings, lighting, air conditioning, and basic fire and
safety systems. This level of refurbishment prepares the space for tenant
occupation but does not include interior design elements, partitions, or
bespoke fittings.
Contracted income
Includes rent frees and contracted rent increases.
EBITDA
EBITDA represents underlying earnings before interest, tax, depreciation and amortisation.
EPC (Energy Performance Certificate)
An asset rating setting out how energy efficient a building is, rated by its
carbon dioxide emission on a scale of A to G, with A being the most energy
efficient.
EPRA
European Public Real Estate Association, the publisher of Best Practice
Recommendations intended to make financial statements of public real estate
companies in Europe clearer, more transparent and comparable.
EPRA cost ratio (including direct vacancy costs)
EPRA cost ratio (including direct vacancy costs) is a proportionally
consolidated measure of the ratio of net overheads and operating expenses
against gross rental income (with both amounts excluding ground rents
payable). Net overheads and operating expenses relate to all administrative
and operating expenses, net of any service fees, recharges or other income
specifically intended to cover overhead and property expenses.
EPRA cost ratio (excluding direct vacancy costs)
EPRA cost ratio (excluding direct vacancy costs) is the ratio defined above,
but with direct vacancy costs removed from the net overheads and operating
expenses balance.
EPRA earnings per share
Profit or loss for the period excluding amounts allocated to non-controlling
interest excluding valuation movements on properties, fair value changes of
financial instruments, cost of early close out of debt, merger-related
integration and other transaction costs unlikely to reoccur in the foreseeable
future, divided by the weighted average number of shares in issue during the
period.
EPRA LTV (loan-to-value)
Ratio of net debt, including net payables, to the sum of the gross assets, including net receivables, of the Group, its subsidiaries and joint ventures and associates, all on a proportionate basis, expressed as a percentage. The calculation includes trading properties at fair value and debt at nominal value.
EPRA NDV (net disposal value) per share
The net assets attributable to owners of the Parent as at the end of the
period including the excess of the fair value of trading property over its
cost, revaluation of other non-current investments and the fair value of fixed
interest rate debt over their carrying value, divided by the diluted number of
ordinary shares.
EPRA net initial yield
Annualised net rent (after deduction of revenue costs such as head rent,
running void, service charge after shortfalls and empty rates) on investment
and development property expressed as a percentage of the gross market value
before deduction of theoretical acquisition costs.
EPRA (net tangible assets) per share
The net assets attributable to owners of the Parent as at the end of the
period including the excess of the fair value of trading property over its
cost and revaluation of other non-current investments, excluding the fair
value of financial instruments and deferred tax on revaluations, divided by
the diluted number of ordinary shares.
EPRA NRV (net reinstatement value) per share
The net assets attributable to owners of the Parent as at the end of the
period including the excess of the fair value of trading property over its
cost and excluding the fair value of financial instruments, deferred tax on
revaluations and diluting for the effect of those shares potentially issuable
under employee share schemes plus a gross up adjustment for related costs such
as Real Estate Transfer Tax, divided by the diluted number of ordinary shares.
EPRA topped-up initial yield
EPRA net initial yield adjusted for the expiration of rent-free periods.
EPRA vacancy
ERV of un-let units, including those under offer, expressed as a percentage of
the ERV of property portfolio under management,
excluding units under development. EPRA vacancy excludes properties held
within the Lillie Square joint venture.
ERV (Estimated rental value)
The external valuers' estimate of 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 the property.
F&B (Food & Beverage)
A sector within the portfolio which includes establishments primarily engaged
in the preparation and sale of food and beverages. This encompasses a diverse
range of customers including restaurants, cafés, bars, pubs and other
hospitality venues.
Group share
Group share reflects the Covent Garden estate at 75 per cent ownership,
following the long-term partnership with NBIM.
Headline earnings per share
Headline earnings per share is calculated in accordance with Circular 1/2023
issued by the South African Institute of Chartered Accountants ("SAICA"), a
requirement of the Group's JSE listing. This measure is not a requirement of
IFRS.
JSE
Johannesburg Stock Exchange.
Leasing activity
The rental value secured from lettings, rent reviews and lease renewals during
a period.
Like-for-like property
Property which has been owned throughout both periods, without significant
capital expenditure in either period, so income can be compared on a
like-for-like basis. For the purposes of comparison of capital values, this
will also include assets owned at the previous balance sheet date but not
necessarily throughout the prior period.
LTV (Loan-to-value)
LTV is calculated on the basis of net debt divided by the market value of the
property portfolio excluding amounts allocated to non-controlling interest and
the Lillie Square joint venture.
LSJV
The Lillie Square joint venture is a 50 per cent joint venture between the
Group and KFI. The joint venture was established to own, manage and develop
land interests at Lillie Square.
MSCI
Producer of an independent benchmark of property returns.
NAV
Net asset value.
NBIM
Norges Bank Investment Management.
Net initial yield
The net initial income at the valuation date expressed as a percentage of the
gross valuation. Yields reflect net income after deduction of any ground
rents, head rents and rent charges and estimated irrecoverable outgoings at
the valuation date.
Net debt
Total borrowings, at nominal value, less cash and cash equivalents, excluding
tenant deposits. Net debt excludes amounts allocated to non-controlling
interest and the Lillie Square joint venture.
NRI (Net rental income)
Gross rental income less ground rents, payable service charge expenses and
other non-recoverable charges, having taken due account of expected credit
loss provisions and adjustments to comply with International Financial
Reporting Standards regarding tenant lease incentives.
Nominal equivalent yield
Effective annual yield to a purchaser on the gross market value, assuming rent
is receivable annually in arrears, and that the property becomes fully
occupied and that all rents revert to the current market level (ERV) at the
next review date or lease expiry.
Passing rent
Contracted annual rents receivable at the balance sheet date. This takes no
account of accounting adjustments made in respect of rent-free periods or
tenant lease incentives, the reclassification of certain lease payments as
finance charges or any irrecoverable costs and expenses, and does not include
excess turnover rent, additional rent in respect of unsettled rent reviews or
sundry income.
PIDs (Property income distributions)
Distribution under the REIT regime that constitutes at least 90 per cent of
the Group's taxable income profits arising from its qualifying property rental
business, by way of dividend. PIDs can be subject to withholding tax at 20 per
cent. If the Group distributes profits from its non-qualifying business, the
distribution will be taxed as an ordinary dividend in the hands of the
investors.
Portfolio under management
Reflects the portfolio under management at 100 per cent.
REIT (Real Estate Investment Trust)
A REIT is exempt from corporation tax on income and gains of its property
rental business (qualifying activities) provided a number of conditions are
met. It remains subject to corporation tax on non-exempt income and gains
(non-qualifying activities) which would include any trading activity, interest
income and development and management fee income.
RETT (Real Estate Transfer Tax)
Purchasers' cost as included within the independent valuation of investment
and trading properties.
Reversionary potential
The amount by which ERV exceeds annualised gross income, measured at a valuation date.
RICS
Royal Institution of Chartered Surveyors.
SBTi
Science Based Targets initiative.
Shaftesbury Capital
Shaftesbury Capital PLC (also referred to as "the Company", "Shaftesbury Capital" or "the Parent"), and all its subsidiaries and Group undertakings, collectively referred to as "the Group".
SONIA (Sterling Overnight Interbank Average Rate)
The average overnight Sterling risk-free interest rate, set in arrear, paid by
banks for unsecured transactions.
Tenant lease incentives
Any incentives offered to customers to enter into a lease. Typically,
incentives are in the form of an initial rent-free period and/or a cash
contribution to fit-out the premises. Under IFRS the value of incentives
granted to customers are amortised through the consolidated statement of
comprehensive income on a straight-line basis to the earlier of break or lease
expiry.
Topped-up net initial yield
Net initial yield adjusted for the expiration of rent-free periods.
TAR (Total accounting return)
The movement in EPRA NTA per share plus dividends per share paid during the
period.
TPR (Total property return)
Capital growth including gains and losses on disposals plus rent received less
associated costs, including ground rent. TPR excludes amounts allocated to
non-controlling interest and the Lillie Square joint venture.
TSR (Total shareholder return)
The movement in the price of an ordinary share plus dividends paid during the
period assuming re-investment in ordinary shares.
Underlying administrative costs
Administrative expenses excluding non-recurring corporate and transaction-related costs. The items are excluded as they are considered to be non-recurring or significant by virtue of size and nature.
Underlying earnings
EPRA earnings adjusted for the non-core property rental income business. The
Lillie Square joint venture is not considered part of the core underlying
business of the Group and therefore its results are excluded from underlying
earnings. Underlying earnings excludes amounts allocated to non-controlling
interest.
Underlying earnings per share (EPS)
Underlying earnings divided by the weighted average number of shares in issue
during the period.
Valuation growth/decline
The valuation movement and realised surpluses or deficits arising from the
Group's investment property portfolio expressed as a percentage return on the
valuation at the beginning of the period adjusted for acquisitions, disposals
and capital expenditure. When measured on a like-for-like basis, the
calculation excludes those properties acquired or sold during the period.
Weighted average cost of debt - gross
The cost of debt weighted by the drawn balance of external borrowings.
Weighted average cost of debt - net
The cost of debt weighted by the drawn balance of external borrowings, taking
account of interest income on cash deposits and interest rate derivatives.
WAULT (Weighted average unexpired lease term)
The unexpired lease term to the earlier of break or lease expiry weighted by
passing rent for each lease.
Zone A
A means of analysing and comparing the rental value of retail space by
dividing it in to zones parallel with the main frontage. The most valuable
zone, Zone A, falls within a 6 metre depth of the shop frontage. Each
successive zone is valued at half the rate of the zone in front of it. The
blend is referred to as being 'ITZA' ("In Terms of Zone A").
Important notices
This press release contains "forward-looking statements" regarding the belief
or current expectations of Shaftesbury Capital PLC, its Directors and other
members of its senior management about Shaftesbury Capital PLC's businesses,
financial performance and results of operations. These forward-looking
statements are not guarantees of future performance. Rather, they are based on
current views and assumptions and involve known and unknown risks,
uncertainties and other factors, many of which are outside the control of
Shaftesbury Capital PLC and are difficult to predict, that may cause actual
results, performance or developments to differ materially from any future
results, performance or developments expressed or implied by the
forward-looking statements. These forward-looking statements speak only as at
the date of this press release. Except as required by applicable law,
Shaftesbury Capital PLC makes no representation or warranty in relation to
them and expressly disclaims any obligation to update or revise any
forward-looking statements contained herein to reflect any change in
Shaftesbury Capital PLC's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based. The
information contained in this press release does not purport to be
comprehensive and has not been independently verified.
Any information contained in this announcement on the price at which shares or
other securities in Shaftesbury Capital PLC have been bought or sold in the
past, or on the yield on such shares or other securities, should not be relied
upon as a guide to future performance. No statement in this press release is
intended to be a profit forecast and no statement in this press release should
be interpreted to mean that earnings per share of Shaftesbury Capital PLC for
the current or future financial years would necessarily match or exceed the
historical published earnings per share of Shaftesbury Capital PLC.
Certain industry and market data contained in this press release has come from
third party sources. Third party publications, studies and surveys generally
state that the data contained therein have been obtained from sources believed
to be reliable, but that there is no guarantee of accuracy or completeness of
such data.
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