REG - TR Property Inv. - Half-year Report
23/11/2023 07:00
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RNS Number : 3781U TR Property Investment Trust PLC 23 November 2023
TR Property Investment Trust plc
London Stock Exchange Announcement
Unaudited results for the six months ended 30 September 2023
Legal Entity Identifier: 549300BPGCCN3ETPQD32
Information disclosed in accordance with Disclosure Guidance and Transparency
Rule 4.2.2
Kate Bolsover, Chairman:
"Generalist investors have avoided real estate over the last 18 months. This
has given our managers the opportunity to select carefully not only companies
with the best underlying exposures but also those with the most robust balance
sheets. The sector M&A activity we have benefited from is a testament to
this strategy - and may well be a portent of better times ahead."
Marcus Phayre-Mudge, Fund Manager:
"As we release this statement, cooling inflation is providing a
psychologically important boost for markets. Expectations that we have reached
'peak rate' seem to be solidifying, following several false dawns in the first
half of 2023. Market cycles over the last 30 years have shown that when
interest rates do peak, property equities recover more sharply than the wider
stock market."
Financial Highlights and Performance
30 September 2023 31 March 2023
Change
Balance Sheet
Net asset value per share 304.74p 305.13p -0.1%
Shareholders' funds (£'000) 967,098 968,346 -0.1%
Shares in issue at the end of the period (m) 317.4 317.4 0.0%
Net debt (1,5) 12.5% 12.3%
Share Price
Share price 281.00p 279.00p +0.7%
Market capitalisation £892m £885m +0.8%
Revenue
Revenue earnings per share 7.31p 12.05p -39.3%
Interim dividend per share 5.65p 5.65p 0.0%
30 September 2023 31 March 2023
Performance Assets and Benchmark
Net asset value total return (2,5) +3.3% -35.5%
Benchmark total return -0.8% -34.0%
Share price total return +4.5% -36.2%
Ongoing charges (4,5)
Including performance fee +1.36% +0.73%
Excluding performance fee +0.84% +0.73%
Excluding performance fee and direct property costs +0.80% +0.67%
1. Net debt is the total value of loan notes, loans (including
notional exposure to contracts for differences ('CFDs') less cash as a
proportion of Net asset value ('NAV').
2. The net asset value total return is calculated by reinvesting
the dividends in the assets of the Company from the relevant ex-dividend date.
Dividends are deemed to be reinvested on the ex-dividend date as this is the
protocol used by the Company's benchmark and other indices.
3. The share price total return is calculated by reinvesting the
dividends in the shares of the Company from the relevant ex-dividend date.
4. Ongoing Charges are calculated in accordance with the AIC
methodology. The ratio for 30 September 2023 is based on forecast expenses and
charges for the year ending 31 March 2024.
5. Considered to be an Alternative Performance Measure as
defined in the Half Year Report.
Chairman's Statement
This is my first Chairman's statement since I took on the role from David
Watson. His wisdom and insights have been valuable to us all over the past
years and I wanted to express my thanks as well as those of the Board and
management team for his leadership and support. I am excited to be taking on
the role of Chairman and look forward to working with the Board and management
team as we move into the next few years of economic and social change.
Market backdrop
Macro-economic forces continue to dominate investor behaviour. The trajectory
of inflation and bond yields remains foremost in investors' minds. The
response of the US and European central banks has clearly been dramatic over
the last two years with a record-breaking number of consecutive base rate
increases in all jurisdictions. The current interest rates are beginning to
achieve their objective of slowing consumption and economic activity. The
impact on asset prices, including real estate, has been marked.
Over the six months under review, the Company's net asset value ('NAV') total
return was +3.3%, ahead of the benchmark's total return of -0.8%. As the
Manager's Report will expand on, the period has been one of oscillating
performance as sentiment waxed and waned over the path of the interest rate
cycle. Whilst property market fundamentals have been so often drowned out by
the macro-economic overlay, your management team continue to focus on well-run
companies exposed to asset classes enjoying tenant demand. These businesses
must also have balance sheets which can withstand interest rates remaining at
current levels. In other words, they are considering whether the debt held by
these companies is of a suitable duration and cost. The good news is that the
vast majority of our companies have made great strides to improve their debt
books over the last 18 months. Valuable lessons were learned in the Global
Financial Crisis ('GFC') and excessive leverage has (in the main) been avoided
in the listed sector in this cycle. Many companies have been forced to take
corrective action with dividend reductions or suspensions, but we have not
seen the wave of defensive capital issuance to rebuild balance sheets that we
saw in 2008.
Much more real estate is owned privately than publicly. Public markets offer
real time pricing and the opportunity to allow sentiment to override
substance. If public markets undervalue real assets, then privatisations and
consolidation will - quite correctly - occur. The last six months has seen
four important examples of merger and acquisition ('M&A') activity in our
investment universe. The Company was heavily exposed to three of them and the
NAV received a significant uplift from all three. More detail will be provided
later in the Manager's report but suffice to say these are important valuation
underpins. We may well look back and view them as portents of better times
ahead.
Revenue Results, Dividend and Outlook
The interim earnings at 7.31p are some 39% lower than the prior year interim
earnings.
A fall in earnings was flagged in the last annual report. Earnings in the year
to March 2023 were flattered by some one-off changes and also a significant
number of shifts in companies' dividend timetables. At the year-end we were
also highlighting that a number of German residential companies and Swedish
companies had announced dividend suspensions or cuts and the consequence for
our earnings in the following financial year. Increases in interest rates have
had a negative impact on our own revenue account and the increase in the UK
corporation tax charge has also increased the revenue tax charge, although,
our overall taxation charge (when taking into account the capital account
credit) remains low.
A number of companies were quick to suspend or reduce dividends in the face of
rising interest rates. It is still difficult to predict whether interest rates
have reached a peak and how high they will stay and for how long. The property
sector is highly sensitive to interest rates at both income and capital
levels. The German residential sector is 14.6% of our benchmark, many of these
companies have suspended or substantially cut their dividends while they
reorganise their balance sheets, make sales to deleverage and reposition their
portfolios for a higher interest rate environment. We expect them to resume
distributions in due course but the timetable is uncertain. In the meantime,
our own income account will reflect this reduced source of income.
Our Managers are mandated by the Board to meet the Company's investment
objective, which is to maximise Shareholders' total return relative to the
benchmark. They are asked to have an eye for the income account, but the
positioning of the portfolio is driven primarily by the total return
objective. There are times when it is not possible to deliver progressive
income whilst meeting that total return objective. In light of the potential
for leaner periods of income, the Board has strategically built healthy
revenue reserves. Providing we are comfortable of achieving a covered dividend
in the longer term, we will be happy to supplement dividend distributions from
reserves.
The interim dividend has been maintained at 5.65p per share.
Net Debt and Currencies
Gearing appeared broadly unchanged over the period, moving from 12.3% to
12.5%. As usual, the starting and end points do not give any insight into
range over the period, increasing from the year through to June to around
16.0% and reducing thereafter as sentiment changed. At the time of writing the
gearing remains around 12.0%.
The cost of our own balance sheet debt continued to rise over the period as
the reference base rates increased. Margins are also widening. It was decided
not to renew one of our three revolving credit facilities in November as we
have sufficient gearing capacity (in our loan notes, remaining facilities and
contracts for difference ('CFD') capability) without it.
Currencies were not especially volatile; sterling showed some strengthening
over the summer which had a detrimental impact on the non-sterling income
received over that period, however this petered out to a large extent over
September.
Discount and Share Repurchases
The Company's shares have traded at an average discount of just over 8% over
the period, moving from 8.6% at the end of March to 7.8% at the end of
September. This is slightly wider than the five-year average of 5.4%. There
were no share repurchases during the period.
Board changes
Following David Watson's retirement, we appointed Tim Gillbanks as Senior
Independent Director. Having been appointed to the Board in January this year,
and as part of our Board succession planning,
Busola Sodeinde was appointed Chairman of the Audit Committee with effect from
1 October 2023. We have now returned to a Board of directors of five and do
not anticipate any further changes in the
near future.
Outlook
The current interest rate rising cycle has been underway since mid-2022.
Hindsight is a wonderful thing, and all market participants can agree that
central banks should have started earlier with various forms of money supply
tightening. However, looking ahead and given the record-breaking speed and
intensity of the rate increases, the same commentators are confident that we
are closing in on 'peak rate'. The narrative now is very much about whether
rates remain here for the foreseeable future (our view) or whether central
banks will seek to bring them back down.
Given our Manager's central case, it is no surprise that we will continue to
focus on those market segments still experiencing rental growth driven by
supply/demand disequilibrium. The Manager's report highlights the very wide
range of forecasted returns across the different property types and
jurisdictions. However, generalist investors have sought actively to avoid the
asset class and much has been discarded in the self-fulfilling price rout.
This has given us the opportunity to select carefully not only those companies
with the best underlying exposures but also those with the most robust balance
sheets.
This positioning has been taking place since the interest rate cycle started
18 months ago. The M&A activity that has taken place is testament to this
strategy. Other investors are happy to pay for assets (and debt structures)
which we have identified as attractive in the current economic environment. We
suspect there may well be more to come.
Kate Bolsover
Chairman
22 November 2023
Manager's report
Performance
The net asset value ('NAV') total return for the six months was +3.3% and the
share price total return as slightly better at +4.5% whilst the benchmark,
FTSE EPRA NAREIT Developed Europe TR (in GBP), fell by -0.8%. Pan European
real estate equities have travelled in a tight (12%) trading range over the
six months under review with the chart resembling the path of a ping pong ball
in a horizontal tube. We remain in a market dominated by macroeconomic
considerations. Quite simply, real estate pricing continues to be determined
by the shape of the interest rate curve and bond market yields. Underlying
real estate fundamentals are still being drowned out by the change in
expectations of interest costs. This blanket approach by market participants
will of course lead to opportunities for patient investors who are focused on
the slightly longer term alongside the underlying demand/supply dynamics in
each asset class.
The previous six month period (September 2022 to March 2023) had been a
rollercoaster, with a +20% market rally followed by total eradication of those
gains. Market sentiment had got right behind the 'peak rate' narrative which
proved to be a false dawn. In contrast, the last six months has been a calmer
period as sentiment oscillated around the core question of how well the
central banks were managing to get inflation under control. Importantly,
equity investors had, by the end of March, already driven most property
companies' share prices to record breaking discounts to net asset values. As
the chart shows, we effectively started the new financial year close to the
bottom of the six-month trading range and the index ended the period less than
1% from where it started.
The two clear periods of price recovery were April and July. April's gain (the
Company's NAV rose 7.8%) was in part driven by the first (of three) crucial
pieces of M&A activity which not only assisted our returns but contributed
to a wider improvement in sentiment towards the asset class. Industrial REIT
announced on 3rd April that it had received a cash offer from Blackstone at a
40% premium to the previous closing price. Importantly, this was also a 17%
premium to the last published NAV. The Company was the largest shareholder
(11.2% of issued capital) and we have been long-term supporters of the
management team and their strategy. They had been at the forefront of bringing
multilet industrial property management into the digital era. It is a textbook
example of where the value-adding skills are not priced correctly by the
public markets. The sale was bitter sweet, whilst the impact on the Company's
valuation was welcome, the loss of a well-run business and with it the
exposure to multi let industrial property will be keenly felt.
No sooner had we seen the April improvement in sentiment, May and June
reversed the gains with the bear narrative building around the stubbornness of
inflation and all central banks committed to further interest rate increases.
The bifurcation of share price performance between those companies most
sensitive to short term interest rate movements and the better placed grew
even starker. The most heavily leveraged names, those with multiple
refinancings in the near term were - correctly - abandoned by investors. SBB
(in Sweden) fell -75% over April and May, whilst Adler, a German business with
an equally indebted balance sheet fell over 48% in the same period.
As if we needed any more proof that performance of our asset class was
dominated by macro considerations and the outlook for interest rates, July saw
better than expected inflation data, i.e. evidence of slowing inflation. Our
sector responded with a +9% return in the month, giving the sector bears quite
a headache. To highlight the whipsawing in our space, mid-August saw a 9% fall
in 10 days, followed by an 8% recovery into the end of the month. The overused
expression 'rollercoaster' did feel quite apt as sentiment towards the
likelihood of 'peak rate' being reached by each respective central bank ebbed
and flowed.
However, real estate fundamentals remain remarkably robust in many of our
sub-sectors and this theme is expanded on later in the report. As highlighted,
M&A activity was also a crucial feature of the period. Alongside the sale
of Industrial REIT to Blackstone, we saw Realty Income, a $36bn market cap US
REIT, acquire all of Ediston Property's assets for cash. Ediston had switched
from being a diversified investor to one focused entirely on retail
warehousing. Alongside multi-let industrial and wider logistics property we
are very positive about value growth in this sector, hence our exposure. We
had steadily built the position and owned over 16% of the company at the date
of the announcement. This is a classic example of European public market under
valuation, with a more highly rated US REIT able to take advantage. The case
of CT Property Trust ('CTPT', £200m market cap) was a little different with
LondonMetric using its more highly rated paper to acquire CTPT. We owned 10%
of CTPT and have been a longstanding investor in LondonMetric so we were happy
to support the deal which also saw a 25% gain in the CTPT share price on the
announcement.
Reviewing our performance attribution, it is no surprise that our exposure to
these cases of M&A were all key contributors to performance. Outside of
these areas our overweight to European shopping centres and our underweights
to European healthcare and Sweden were also important. I would also highlight
our largest pair trade which was to own Landsec but not British Land. The gulf
in performance between the two names has never been starker with the
difference over six months (in total return terms) of -13.8% (-1.6% versus
-15.4%). The major differentiation between these two large diversified UK only
businesses was their attitude to debt with Landsec working hard to reduce
leverage through selling long income, mature, low yielding assets particularly
London offices.
The poorest decision was to remain overweight German residential through our
large holding in Phoenix Spree Deutschland. Fully let, Berlin apartments are
clearly an attractive long-term store of value given the fundamental
demand/supply disequilibrium. However, the capitalisation multiples grew too
large in the era of zero interest rates and the correction in values has been
dramatic. I continue to believe that the stock market is now overly
discounting this value correction with the share price considerably less than
half of the last published asset value. Crucially, the Board has announced
that it is seeking to dispose of assets (and will accept current market
pricing) and return cash to shareholders following required debt repayments.
Offices
The bifurcation between the 'best and the rest' has widened as more evidence
emerges of tenants prepared to pay up for the highest quality space in the
right locations. Working patterns have changed with five days per week in the
office a minority sport in large cities with long commutes. The trade-off is
straightforward, where productivity and employee satisfaction is enhanced with
an element of remote working it will persist and become a permanent feature.
However, it is equally apparent that connectivity, collaboration and
engagement with customers is much easier/more effective when carried out in
person. The office is not dead.
The mantra is the quality of working environment (both the building amenity
and its environs) coupled with energy efficiency and transport connectivity.
The reality for landlords is the difficult decision of where to focus the
capital expenditure. For many assets, the cost of the required refurbishment
and energy efficiency improvements will result in mediocre returns as current
asset values are not properly
factoring in this compulsory spend.
The immediate consequence of this structural hiatus has been a dramatic
adjustment in yields, which is ongoing. Prime yields across Continental Europe
(according to Cushman & Wakefield) have moved out 100bps (3.9% to 4.9%)
since March 2022 and that widening is actually accelerating. Simultaneously,
rental growth has continued to be positive with best-in-class buildings
setting record
rents. London remains the market under the most pressure with the lowest
return to office statistics and the highest rents in Europe. Savills estimate
that City Office yields have moved from 4.5% to 5.25% since March, whilst West
End yields have remained broadly flat in the period reflecting the gulf in
vacancy figures. West End vacancy (as measured by CBRE) as at June was 3.8%,
whilst the City was 11.7%.
Derwent London have a neat way of exhibiting this gulf between best and rest
with a breakdown of the valuation movement in the six months to June 2023. For
their most valuable assets (valued at more than £1,500 per ft) the capital
movement was -1.3% and for their least valuable (less than £1,000 per ft) it
was -6.3%.
The outlook for this sector is tough. However, it is crucial that investors
appreciate that the listed office owners collectively have much better quality
portfolios than the wider universe. Their assets are heavily concentrated in
central business district locations in the dominant cities as opposed to
regional markets. They are also much less geared and therefore able to
withstand the ongoing valuation correction. The property news is dominated by
stories of keys being returned to banks as highly leveraged investors see the
top slice of the capital stack (the equity portion) being eradicated as values
fall. Quite simply, if you own office assets you must have low levels of
gearing to withstand the valuation corrections. The market concerns have
manifested themselves in the turnover data. According to CBRE's Q3 European
Real Estate report, office investment was €8.1bn, down 63% year-on-year.
Retail
The difference in investor sentiment between office and retail property can be
summed up in the six months MSCI/IPD data. Capital value falls ranged from
Retail Warehouses -1.5% and Shopping Centres -1.7% to Offices (Central London)
-7.2% through to Regional (outside SE) Offices of -10%. It really does feel
that retail property has reached a point of valuation stability with an
equilibrium of tenant affordability and demand. It has been a long road, with
the sector requiring at least 30% less retail space than in 2010, coupled with
a dramatic change in the size/number of stores which each national or
international retailer required.
Retail warehousing continues to be a relative winner with its large car parks
and edge of town locations coupled with minimal service charge costs offering
a cost-effective component of the omni-channel sales process which all large
retailers (except Primark) now operate. We built our position in Ediston based
on our strong conviction towards this asset class. It is always disappointing
to see assets
leave the European listed sector through M&A but the exit price vindicates
our views.
Outlet malls help retailers to offload lines without damaging full price
offerings. Premium outlets such
as Bicester Village (partly owned by Hammerson) and Gunwharf Quay (Landsec)
have proved very resilient, offering shoppers a high quality leisure and
retail experience. Sales data has remained robust and we have continued to
have exposure.
Dominant Continental European shopping centres collectively continue to
sustain high levels of occupancy and modest positive rental growth. We have
maintained exposure primarily through Klepierre and Eurocommercial.
Industrial and Logistics
Only the residential (PRS) and industrial sectors recorded capital growth in
the MSCI/IPD data for the period under review. Rental growth remains positive,
particularly in the South East. Interestingly the stellar growth rate we have
seen in the Greater London area over the last few years has started to
moderate. General rental growth has continued despite weaker take-up and
rising vacancy levels in certain regional markets. The concept of rising
vacancy in the market leading sub-sector will of course make the bulls
nervous. Our view was that the supply/demand imbalance which drove the
extraordinary rates of rental growth would lead to more speculative
construction as developers were incentivised to build out their landbanks.
This supply response is underway but demand appears persistent. Of the 33.7m
sq ft available at the end of Q3, 22.2m sq ft is immediately available and
11.5m sq ft is under construction. We remain confident that vacancy levels
will peak well below levels seen in the GFC and that supply will be absorbed
without the market experiencing prolonged negative rental growth such are the
structural tailwinds in this asset class.
Looking across all of Europe, rents grew 10.9% over the last year, slightly
ahead of the 10.4% for the 12 months to Q1 2023. The investment market has not
been immune to the change in investor appetite, yields for prime logistics
assets had got too low (c.4%) and the expansion back to closer to 5% has been
painful. Investment volumes totalled €6.3bn (Savills data),a decline of 54%
year-on-year and a third below the five year average. Even with average prime
yields at 5%, this is still lower than the European pre-COVID average (5.4%,
2017-2019) and reflects the broad consensus that this asset class will
continue to deliver growth. Whilst investment volumes were down hugely
year-on-year, the 2023 quarter-on-quarter figures have been steadily improving
as adjusted clearing prices help investors feel more confident about market
pricing.
Residential
The shortage of private sector rental accommodation (PRS) remains acute. In
markets such as Germany, Sweden and Ireland where rents are regulated and
rental growth is restricted to sub-inflation, there is limited incentive for
private developers to build. The result is a complex system of restricted and
unrestricted (open market) units where protected residents enjoy a huge
economic benefit over those queuing for months or years for a flat because of
the acute development shortage. In markets such as the UK, where rents are
unrestricted, there is a different issue. The reduction in the availability of
rental property owned by 'buy-to-let' landlords has been driven by the removal
of tax advantages and the increase in bureaucracy around tenant protection.
With house prices falling and mortgage costs rising, there has been a further
shift towards renting over buying as potential owners defer purchases. Where
this shortage is most acute, such as London, rents have risen by as much as
20% in some locations.
The poor share price performance of the large German residential landlords has
been a consequence of their over indebtedness rather than their underlying
portfolio performance where occupancy levels have remained consistently high
(94-95%) given the regulated (below market) rent levels.
Alternatives
Once again PBSA (purpose built student accommodation) delivers solid rental
growth. There continues to be a growing appetite for students to live in PBSA
with an institutional landlord as opposed to (generally) poorer quality
private accommodation. Student numbers continue to grow - both domestic and
foreign - and this has fuelled 7% rental growth guidance for this year from
Unite (the largest listed provider in Europe). As mentioned earlier, we
happily participated in their offensive capital raise in July.
Healthcare continues to be a poor performer. Senior living and nursing
accommodation operators continue to suffer margin pressure as their biggest
overhead (by far) is wages. Across all of Europe we have seen the
recapitalisation of operators and an increasing number of failures. These
operators need to be replaced and landlords often need to be part of the
incentive programme for a new operator to take on an existing facility.
Debt and Equity Markets
Both debt and equity markets have remained very subdued in the period. In the
nine months to 30 September, just €3.3bn of debt has been raised compared to
€10.7bn in 2022 and €20.9bn in 2021 (EPRA data). The weighted-average
coupon has risen from 2.1% (2022) to 4.7% (2023). Whilst there has been little
issuance of new debt, there has been significant interest cost management with
many examples of companies buying swaps, caps and negotiating extensions.
Equity raisings have also remained subdued with just €2.1bn raised up to the
end of September. Post the half year, Big Yellow Self Storage has added to the
scoreboard with £109m raised in October to fund its development pipeline.
Whilst these self-help exercises have been limited in scope, M&A activity
has been more fruitful for investment bankers and each of those situations
have been covered earlier in this report. Given the very wide discounts of
share prices to last published asset values we expect further activity in the
months to come.
Investment Activity - property shares
Turnover (purchases and sales divided by two) totalled £183m in the period,
slightly less than the £203m for the same period last year which was a decade
high. With the average net assets over the period of £983m, turnover was
18.6%. versus 15% last year. The increased percentage is partly explained by
the impact of M&A where whole positions were liquidated on a cash bid.
As highlighted in my opening comments, our investment universe has moved in a
tight (12%) trading range throughout the period as sentiment rallied on hopes
of 'peak rate' and then waned before repeating the process. A classic case of
a macro dominated market, where we had already positioned the portfolio
defensively and where large scale portfolio repositioning was not warranted
given the market uncertainty coupled with volatility in such a tight trading
range.
When I compare our 10 largest overweights and underweights (versus their
respective positions in the
benchmark), i.e. our greatest convictions, I find that 15 out of 20 are the
same names at each end of the reporting period. Amongst the largest
overweights, the only changes were due to Industrial REIT and Ediston being
taken private. However, beyond the largest conviction calls there was
considerably repositioning at the sub-sector level where I adjusted a number
of smaller positions often within one market area. One area of particular
focus was Sweden where we had been heavily underweight given
the elevated debt levels amongst all those companies. By the end of May the
Swedish property companies had corrected -32% from their early February peak.
Initially, I bought back into Castellum following its SEK10bn deeply
discounted rights issue. This equity raise stabilised the balance sheet and
gave the company the breathing space it needed. Alongside that name I also
added to Sagax (diversified with a focus on light industrial), Pandox (hotels)
and Catena (logistics).
I maintained our position in European shopping centre names through
Eurocommercial and Klepierre but also began to add to Unibail which has made
good progress in selling its poorer US assets. Our UK retail exposure remained
focused on retail warehousing (through Ediston) but we do have some exposure
through Landsec where its premium outlets business continues to perform well.
Industrial exposure dropped with the sale of Industrial REIT but I continued
to add to Argan, our preferred French logistics name. It is an illiquid stock
as the founding family own half the equity. In March the stock enjoyed a
liquidity event, gaining entry to the FTSE EPRA NAREIT Europe Index and I sold
50% of the position. Since then I have been slowly reacquiring the stock at
10-15% lower prices.
Within the office sector, I continued to sell down in the developer names
(GPE, Derwent London and Helical). These are all well run businesses with
experienced management teams but their ability to generate significant returns
at this point in the business cycle is heavily constrained. I have favoured
portfolios with higher earnings, lower levels of development exposure
(relative to the size of their portfolio) and those focused away from the
financial services dominated sub-markets such as the City, Docklands and La
Defense. Hence our rotation into Workspace (flexible space) and additional
investment in Gecina (prime Paris) and maintaining our positions in Arima
(Madrid). Elsewhere I have sought exposure to smaller cities with high levels
of 'return to office' hence Sirius (German business space) and Wihlborgs
(Malmo).
In the alternative space, I reduced exposure to selfstorage given the likely
short term impact of the economic slowdown. Our exposure to the sector
continues to be solely through Safestore. Student accommodation and Unite's
figures continue to impress. The stock has been a true stalwart through these
difficult times and one of the few to complete an offensive capital raise in
July (£296m), 8% of their market capitalisation. We have continued to remain
very underweight to healthcare where the subindexation rental growth and lack
of gains on development continue to hamper returns.
Physical Property Portfolio
The physical property portfolio produced a total return over the 6 months of
-2.1% made up of a capital fall of -4.1% and an income return of 2.0%. This
was a marginal underperformance of the MSCI monthly index which produced a
+1.1% total return made up of an income return of 2.4% and a capital fall of
-1.3%. Our industrial asset values were flat on the period, whilst our
food-dominated retail parade at the Colonnades in Bayswater suffered from
further yield expansion in the supermarket sector.
Occupationally it was a quiet period however a great deal of preparation has
been going into the proposed refurbishment of our industrial asset in
Wandsworth. The aim is to carry out a phased refurbishment of the estate and
create best in class space, attractive to a wide range of uses while providing
the highest standards of sustainability and tenant wellbeing available in the
market. Work will start in January 2024 and will be ready for occupation in
the spring.
Immediately post the half year end we completed a new lease at our industrial
estate in Gloucester. The tenant, who was due to vacate the unit following a
lease break, has won a new contract significantly expanding their business. As
a result we have captured the reversionary potential of the unit, increasing
the passing rent by 21% and securing a new 8 year lease. This is further
evidence of the continuing resilience of small/medium sized industrial units.
They are a factor of production and we have only seen marginal increases in
supply over the past 10 years. This has resulted in increases in demand
driving a significant upward pressure on rents. This is persisting in a number
of locations, like Gloucester, despite the macro-economic headwinds
highlighted previously.
Revenue and Revenue Outlook
The reduction in the current year earnings was fully anticipated and flagged
in the Annual Report. A small element of this fall can be put down to timing
differences with some dividends being paid in March, just before the last year
end, whereas they had previously been paid in April and would have fallen into
the current financial year as they had done previously.
More importantly, as we went into the results season for the German
residential sector (15% of our benchmark), all those companies were announcing
dividend suspensions or material reductions. With very secure earnings, low
vacancy and structurally undersupplied markets, the underlying assets in these
companies saw tremendous capital growth over the last decade resulting in
lower and lower yields. The impact of higher interest rates had a dramatic
impact on cashflow given the low yields and these companies have acted quickly
and judiciously, taking action to reduce leverage through disposals and cash
retention. Whilst they are not distributing this has had a significant impact
on our income. Swedish companies also tend to be highly leveraged and we have
seen a similar pattern, albeit the cuts were not as widespread. Sweden is just
over 13% of our benchmark and although we were underweight (relative to the
benchmark exposure) it still had an impact.
As the Chairman has highlighted, although we do aim for a progressive income
profile, the primary objective is to exceed the performance of the benchmark
on a total return basis. With dividend cuts in such a significant part of our
portfolio, our income statement will be temporarily impacted. These companies
will return to the dividend list in due course but the timing is still hard to
predict and will vary from next year onwards.
Gearing and Debt
Our revolving loan facilities have interest rates linked to SONIA (Sterling
Overnight Index Average, the replacement for LIBOR (London InterBank Offered
Rate) published by the Bank of England on a daily basis), so we have seen a
marked increase in our interest expense. The cost of our gearing through CFDs
is also linked to short term GBP and Euro rates. Our fixed term debt carries
rates below current market rates which helps our overall cost of debt.
Although the gearing is largely unchanged at the beginning and end of the
period, it has varied in between. The flexibility of our revolving credit
facilities means that we are able to repay and redraw debt over short
timescales. With material proceeds being received over the period from
corporate actions, we have been able to reduce gearing rather than hold cash
for significant periods and redraw on the loans when investment opportunities
have occurred.
In addition to the base rate increases, we have seen widening margins and in
some cases commitment
fees. One of the revolving credit facilities was due for renewal in November
and we chose not to renew. We have sufficient gearing ability elsewhere and
this has reduced the overall non-utilisation costs.
Even with the increased cost of debt, we feel that current equity pricing
offers us an investment opportunity and it is therefore an appropriate time to
utilise a larger proportion of our gearing capacity.
Outlook
The volatility in share prices highlights the ongoing battle between
underlying property market fundamentals in our preferred sectors (stable to
improving) and the relentless debate about yield curve trajectory and central
bank behaviour. This 'whipsawing' has continued post the half year, in fact
volatility has increased with the benchmark falling 9% through most of October
only to then rally by 13% by the end of the first week of November.
Such volatility encourages us to focus on the core qualities of our companies
safe in the belief that the
vast majority have protected themselves from the impact of further short term
increases in rates. We are also emboldened by the firm belief that we are
seeing an increasing range of data points suggesting that the heightened rate
environment is having the (central banks') desired effects, i.e. slowing their
respective economies. We are clearly much nearer this cycle's 'peak rate' and
the repositioning by investors is beginning to be reflected in share prices
given where discounts have reached.
Public property companies are cautiously leveraged when compared to many
private equity-backed vehicles. The eradication of equity in highly leveraged
vehicles will provide investment opportunities for conservatively run listed
companies. The investment community must learn to support opportunistic (and
earnings accretive) capital raises rather than wait for share prices to trade
at premiums before raising. The inherent issue with that traditional approach
is that listed vehicles are flush with capital far too late in the cycle.
Simultaneously we must all encourage consolidation amongst the plethora of
smaller companies. The closure of many of the remaining open-ended, daily
dealing PAIFs (property authorised investment funds) reduces the alternatives
for private investors and the listed sector must grasp the opportunity. There
is clear demand for exposure to real estate in a liquid structure through a
closed-ended listed structure. However liquidity comes with scale and we
welcome further consolidation in the sector.
Marcus Phayre-Mudge
Fund Manager
22 November 2023
Directors' Responsibility Statement in Respect of the Half Year Report
Principal and emerging risks and uncertainties
The principal risks and uncertainties facing the Company have not changed
since the date of the Annual Report 2023 and continue to be as set out in that
report.
The principal risks and uncertainties facing the Company include, but are not
limited to, poor share price performance in comparison to the underlying NAV;
poor investment performance of the portfolio relative to the benchmark; market
risk; the Company is unable to maintain dividend growth; accounting and
operational risks; financial risks; loss of Investment Trust Status; legal,
regulatory and reporting risks; inappropriate use of gearing and personnel
changes at Investment Manager. An explanation of these risks and how they are
managed are set out on pages 37 to 40 of the Annual Report for the year ended
31 March 2023 (which can be found on the Company's website www.trproperty.com
(http://www.trproperty.com/) ).
Going concern
As stated in note 5 to the financial statements, the directors are satisfied
that the Group has sufficient resources to continue in operation for a period
of at least 12 months from the date of this report. Accordingly, the going
concern basis is adopted in preparing the condensed financial statements.
Directors' responsibility statement
In accordance with Chapter 4 of the Disclosure Guidance and Transparency
Rules, the Directors confirm that to the best of their knowledge:
· the condensed set of financial statements has been prepared in
accordance with applicable UK Accounting Standards on a going concern basis
and gives a true and fair view of the assets, liabilities, financial position
and net return of the Company;
· the half year report includes a fair review of the important events
that have occurred during the first six months of the financial year and their
impact on the financial statements;
· the statement of Principal and Emerging Risks and Uncertainties is a
fair review of the principal and emerging risks and uncertainties for the
remainder of the financial year; and
· the half year report includes a fair review of the related party
transactions that have taken place in the first six months of the financial
year.
On behalf of the Board
Kate Bolsover
Chairman
22 November 2023
Distribution of Investments
30 Sep 2023 30 Sep 2023 30 Sep 2022 30 Sep 2022
£'000 % £'000 %
UK Securities((1))
- quoted 327,804 34.1 385,876 40.5
UK investment Properties 71,560 7.5 73,957 7.7
UK Total 399,364 41.6 459,833 48.2
Continental Europe Securities
- quoted 565,520 58.8 488,839 51.3
Investments held at fair value 964,884 100.4 948,672 99.5
- CFD (creditor)/debtor((2)) (3,509) (0.4) 4,662 0.5
Total Investment Positions 961,375 100.0 953,334 100.0
Investment Exposure
30 Sep 2023 30 Sep 2023 30 Sep 2022 30 Sep 2022
£'000 % £'000 %
UK Securities
- quoted 327,804 30.2 385,876 35.7
- CFD exposure((3)) 52,339 4.8 75,963 7.0
UK investment Properties 71,560 6.6 73,957 7.0
UK Total 451,703 41.6 535,796 49.7
Continental Europe Securities
- quoted 565,520 52.1 488,839 45.2
- CFD exposure((3)) 68,586 6.3 54,943 5.1
Total Investment Exposure((4)) 1,0885,809 100.0 1,079,578 100.0
Portfolio Summary
30 Sep 2023 31 Mar 2023 31 Mar 2022 31 Mar 2021 31 Mar 2020
Total investments £965m £949m £1,555m £1,401m £1,155m
Net assets £967m £968m £1,563m £1,326m £1,136m
UK quoted property shares 34% 41% 33% 28% 31%
Overseas quoted property shares 59% 51% 60% 66% 61%
Direct property (externally valued) 7% 8% 6% 6% 8%
Net Currency Exposures
30 Sep 2023 30 Sep 2023 31 Mar 2023 31 Mar 2023
Company Benchmark Company Benchmark
% % % %
GBP 33.0 33.1 33.6 35.1
EUR 44.0 43.0 42.3 41.3
CHF 10.0 10.2 9.9 9.5
SEK 12.7 13.3 13.8 13.8
NOK 0.3 0.4 0.4 0.3
1. UK securities includes one unlisted holding 0.03% (31 March
2023 0.03%).
2. Net unrealised (loss)/gain on CFD contracts held as balance
sheet (creditor)/debtor.
3. Gross value of CFD positions.
4. Total investments illustrating market exposure including the
gross value of CFD positions.
Investment portfolio by country (Companies shown by country of listing)
Financial statements
Group statement of comprehensive income
The Total column of this statement represents the Group's Statement of
Comprehensive Income, prepared in accordance with UK-adopted international
accounting standards. The Revenue Return and Capital Return columns are
supplementary to this and are prepared under guidance published by the
Association of Investment Companies. All items in the above statement derive
from continuing operations.
The Group does not have any other income or expense that is not included in
the above statement therefore "Total comprehensive income" is also the profit
for the period.
All income is attributable to the shareholders of the parent company.
The final dividend of 9.85p (2022: 9.20p) in respect of the year ended 31
March 2023 was declared on 2 June 2023 and was paid on 1 August 2023. This can
be found in the Group Statement of changes in Equity for the half year ended
30 September 2023.
The interim dividend of 5.65p (2022: 5.65p) in respect of the year ending 31
March 2024 was declared on 23 November 2023 and will be paid on 11 January
2024 to Shareholders on the register on 15 December 2023. The
shares will be quoted ex-dividend on 14 December 2023.
Group statement of changes in equity
Group balance sheet
Group cash flow statement
Notes to the financial statements
1 Basis of accounting
The accounting policies applied in these interim financial statements are
consistent with those applied in the Company's most recent annual financial
statements. The financial statements have been prepared on a going concern
basis and in accordance with International Accounting Standard (IAS) 34
'Interim Financial Reporting'.
The financial statements have also been prepared in accordance with the
Statement of Recommended Practice (SORP), "Financial Statements of Investment
Trust Companies and Venture Capital Trusts", to the extent that it is
consistent with UK-adopted International Accounting Standards.
In assessing Going Concern the Board has made a detailed assessment of the
ability of the Company and the Group to meet its liabilities as they fall due,
including stress and liquidity tests which considered the effects of
substantial falls in investment valuations, revenues received and market
liquidity as the global economy continues to suffer disruption due to
inflationary pressures, the war in Ukraine and the outbreak of conflict in
Israel and Gaza.
The financial statements are presented in sterling and all values are rounded
to the nearest thousand pounds (£'000) except where otherwise indicated.
In accordance with IFRS 10 the Company has been designated as an investment
entity on the basis that:
· It obtains funds from investors and provides those investors with
investment management services;
· It commits to its investors that its business purpose is to invest
solely for returns from capital appreciation and investment income; and
· It measures and evaluates performance of substantially all of its
investments on a fair value basis.
Each of the subsidiaries of the Company was established for the sole purpose
of operating or supporting the investment operations of the Company (including
raising additional financing) and is not itself an investment entity.
UK-adopted IAS, IFRS 10 sets out that in the case of controlled entities that
support the investment activity of the investment entity, those entities
should be consolidated rather than presented as investments at fair value.
Accordingly, the Company has consolidated the results and financial positions
of those subsidiaries.
Subsidiaries are consolidated from the date of their acquisition, being the
date on which the Company obtains control, and continue to be consolidated
until the date that such control ceases. The financial statements of
subsidiaries used in the preparation of the consolidated financial statements
are based on consistent accounting policies. All intra-group balances and
transactions, including unrealised profits arising therefrom, are eliminated.
This is consistent with the presentation in previous periods.
All the subsidiaries of the Company have been consolidated in these financial
statements.
The accounting policies adopted are consistent with those of the previous
consolidated annual financial statements.
The standards issued before the reporting date that become effective after 30
September 2023 are not expected to have a material effect on equity or profit
for the subsequent period. The Group has not early adopted any new UK-adopted
International Accounting Standards or Interpretation. Standards, amendments
and interpretations issued but not yet effective up to the date of issuance of
the Group's financial statements are listed below:
· IAS 1 Amendments - Classification of Liabilities as Current or
Non-Current (effective date 1 January 2024). The amendments specify the
requirements for classifying liabilities as current or non-current. The
amendments are not expected to have a material impact on the Group's financial
statements.
· IAS 1 Amendments - Non-current Liabilities with Covenants (effective
date 1 January 2024). The amendments improved the information an entity
provides when its right to defer settlement of a liability for at least twelve
months is subject to compliance with covenants. The amendments also responded
to stakeholders' concerns about the classification of such a liability as
current or non-current.
2 Management fees
Half year ended Half year ended Year ended
30 September 2023 30 September 2022 31 March 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Management fee 745 2,233 2,978 824 2,473 3,297 1,560 4,680 6,240
Performance fee - 5,101 5,101 - - - - - -
745 7,334 8,079 824 2,473 3,297 1,560 4,680 6,240
A provision has been made for a performance fee based on the net assets at 30
September 2023 (30 September 2022 - nil, 31 March 2023 - nil). Any payment is
not due until the full year performance fee is calculated at 31 March 2024.
The management fee is a fixed fee of £4,090,000 plus an ad valorem fee of
0.20% per annum based on the net asset value (30 September 2022 £3,895,000,
31 March 2023 £3,895,000).
3 Earnings per ordinary share
The earnings per Ordinary share can be analysed between revenue and capital,
as below.
Half year ended Half year ended Year ended
30 September 2023 30 September 2022 31 March 2023
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Net revenue profit 23,215 38,226 54,637
Net capital profit/(loss) 6,796 (558,242) (601,903)
Net total profit/(loss) 30,011 (520,016) (547,266)
Weighted average number or shares in issue during the period
317,350,980 317,350,980 317,350,980
pence pence Pence
Revenue earnings per share 7.31 12.05 17.22
Capital earnings per share 2.14 (175.91) (189.67)
Earnings/(loss) per Ordinary share 9.45 (163.86) (172.45)
The Group has no securities in issue that could dilute the return per Ordinary
share. Therefore, the basic and diluted return per Ordinary share are the
same.
4 Changes in share capital
During the half year and since 30 September 2023 no Ordinary shares have been
purchased and cancelled.
As at 30 September 2023 there were 317,350,980 Ordinary shares (30 September
2022: 317,350,980; 31 March 2023: 317,350,980 Ordinary shares) of 25p in
issue.
5 Going concern
The Directors believe that it is appropriate to continue to adopt the going
concern basis in preparing the financial statements. The assets of the Company
consist mainly of securities that are readily realisable and, accordingly,
they believe that the Company has adequate financial resources to meet its
liabilities as and when they fall due and continue in operational existence
for a period of at least 12 months from the date of approval of this Half Year
Report.
6 Fair value of financial assets and financial liabilities
Financial assets and financial liabilities are carried in the Balance Sheet
either at their fair value (investments) or the balance sheet amount is a
reasonable approximation of fair value (due from brokers, dividends and
interest receivable, due to brokers, accruals and cash at bank).
Fair value hierarchy disclosures
The table below sets out fair value measurements using UK-adopted IAS (IFRS
13) fair value hierarchy.
Financial assets/(liabilities) at fair value through profit or loss
Level 1 Level 2 Level 3 Total
At 30 September 2023 £'000 £'000 £'000 £'000
Equity investments 890,751 - 2,573 893,324
Investment properties - - 71,560 71,560
Contracts for difference - (3,509) - (3,509)
Foreign exchange forward contracts - 38 - 38
890,751 (3,471) 74,133 961,413
Level 1 Level 2 Level 3 Total
At 30 September 2022 £'000 £'000 £'000 £'000
Equity investments 899,514 - 2,573 902,087
Investment properties - - 83,653 83,653
Contracts for difference - (13,658) - (13,658)
Foreign exchange forward contracts - 442 - 442
899,514 (13,216) 86,226 972,524
Level 1 Level 2 Level 3 Total
At 31 March 2023 £'000 £'000 £'000 £'000
Equity investments 861,611 10,531 2,573 874,715
Investment properties - - 73,957 73,957
Contracts for difference - 4,662 - 4,662
Foreign exchange forward contracts - (386) - (386)
861,611 (13,216) 76,530 952,948
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1 - valued using quoted prices in an active market for identical assets.
Level 2 - valued by reference to valuation techniques using observable inputs
other than quoted prices within level 1.
Level 3 - valued by reference to valuation techniques using inputs that are
not based on observable market data.
Contracts for Difference are synthetic equities and are valued by reference to
the investments' underlying market values.
Valuations of Investment Properties - Level 3
The Group carries its investment properties at fair value in accordance with
IFRS 13, revalued twice a year, with changes in fair values being recognised
in the Group Statement of Comprehensive Income. The Group engaged Knight Frank
LLP as independent valuation specialists to determine fair value as at 30
September 2023. Determination of the fair value of investment properties has
been prepared on the basis define by the RICS Valuation - Global Standards
(The Red Book Global Standards) as follows:
"The estimated amount for which a property should exchange on the date of
valuation between a willing buyer and a willing seller in an arm's length
transaction after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion."
The valuation takes into account future cash flow from assets (such as
lettings, tenants' profile, future revenue streams, capital values of fixtures
and fittings plant and machinery, any environmental matters and the overall
repair and condition of the property) and discount rates applicable to those
assets. These assumptions are based on local market conditions existing at the
balance sheet date.
In arriving at their estimates of fair values as at 30 September 2023, the
valuers have used their market knowledge and professional judgement and have
not only relied solely on historical transactional comparables.
Reconciliation of movements in financial assets categorised as level 3
31 March Appreciation/ 30 September
2023 Purchases Sales (Depreciation) 2023
£'000 £'000 £'000 £'000 £'000
Unlisted equity investments 2,573 - - - 2,573
Investment properties
- Mixed use 36,625 533 - (2,945) 34,213
- Office & Industrial 37,332 42 - (27) 37,347
73,957 575 - (2,972) 71,560
76,530 575 - (2,972) 74,133
Transfers between hierarchy levels
There were no transfers during the year between any of the levels.
Sensitivity information
The significant unobservable inputs used in the fair value measurement
categorised within Level 3 of the fair value hierarchy of investment
properties are:
· Estimated rental value: £7.5 - £65 per sq ft
· Capitalisation rates: 2.0% - 6.0%
Significant increases (decreases) in estimated rental value and rent growth in
isolation would result in a significantly higher (lower) fair value
measurement. A significant increase (decrease) in capitalisation rates in
isolation would result in a significantly lower (higher) fair value
measurement.
Loan Notes
On the 10 February 2016, the Company issued 1.92% Unsecured Euro 50,000,000
Loan Notes and 3.59% Unsecured GBP 15,000,000 Loan Notes which are due to be
redeemed at par on the 10 February 2026 and 10 February 2031 respectively.
The fair value of the 1.92% Euro Loan Notes as at 30 September 2023 was
£43,419,000 (30 September 2022: £43,930,000; 31 March 2023: £43,979,000)
The fair value of the 3.59% GBP Loan Notes as at 30 September 2023 was
£14,116,000 (30 September 2022: £14,084,000; 31 March 2023: £14,338,000).
Using the UK-adopted IAS (IFRS 13) fair value hierarchy the Loan Notes are
deemed to be categorised within Level 2.
The loan notes agreement requires compliance with a set of financial
covenants, including:
· total borrowings shall not exceed 33% of Adjusted Net Asset Value;
· the Adjusted Total Assets shall at all times be equivalent to a
minimum of 300% of Total Borrowings; and
· the Adjusted NAV shall not be less than £260,000,000.
The Company and Group complied with the terms of the loan notes agreement
throughout the year.
Multi-currency revolving loan facilities
The Group also has unsecured, multi-currency, revolving short-term loan
facilities totalling £130,000,000 (30 September 2022: £130,000,000; 31 March
2023: £130,000,000). At 30 September 2023, £10,000,000 was drawn on these
facilities (30 September 2022: £25,000,000; 31 March 2023: £10,000,000). The
fair value is considered to approximate the carrying value and the interest is
paid at a margin over SONIA.
7 Retained earnings
30 September 2023 30 September 2022 31 March 2023
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Investment holding gains (87,314) (121,128) (99,771)
Realised capital reserves 823,198 893,877 828,859
735,884 772,749 729,088
Revenue reserve 64,743 74,307 72,787
800,627 847,056 801,875
8 Related party transactions
There have been no material related party transactions during the period and
no changes to related parties.
During the period Thames River Capital charged management fees as detailed in
Note 2.
The remuneration of the Directors has been determined in accordance with rates
outlined in the Directors' Remuneration Report in the Annual Financial
Statements.
9 Comparative information
The financial information contained in this Half-Year Report does not
constitute statutory accounts as defined in section 435(1) of the Companies
Act 2006. The financial information for the half year periods ended 30
September 2023 and 30 September 2022 has not been audited or reviewed by the
Group auditors. The figures and financial information for the year ended 31
March 2023 are an extract from the latest published financial statements and
do not constitute statutory financial statements for that year. Those
financial statements have been delivered to the Registrar of Companies and
include the report of the auditors, which was unqualified and did not contain
a statement under either section 498(2) or 498(3) of the Companies Act 2006.
By order of the Board
Columbia Threadneedle Investment Business Limited
Company Secretary,
22 November 2023
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
ENDS
A copy of the Half Year Report will be submitted to the National Storage
Mechanism and will shortly be available for inspection
at data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
The Half Year Report will also be available shortly on the Company's website
at www.trproperty.com (http://www.trproperty.com/) where up to date
information on the Company, including daily NAV and share prices, factsheets
and portfolio information can also be found.
For further information please contact:
Marcus Phayre-Mudge
Fund Manager, TR Property Investment Trust plc
020 7011 4711
Mark Young
Stifel
020 7710 7633
Tom Scrivens
Panmure Gordon (UK) Limited
020 7886 2648
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