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REG - Workspace Grp PLC - Half Year Results

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RNS Number : 6029S  Workspace Group PLC  17 November 2021

17 November 2021

 

WORKSPACE GROUP PLC

HALF YEAR RESULTS

 

POSITIVE CUSTOMER MOMENTUM AND FOCUS ON GROWTH

OPPORTUNITIES AHEAD

 

Workspace Group PLC ("Workspace"), London's leading provider of flexible
office space, today announces its results for the half year to
30 September 2021.

 

The results reflect a recovery in our trading performance and good momentum in
customer activity. Our customers are returning to their offices and we're
seeing strong new customer demand for flexible, well-located office space
across London.

 

Financial highlights: Trading profit recovery, strong balance sheet

·   Trading profit after interest(†) up 42.5% to £21.8m (30 September
2020: £15.3m) driven by 12.3% (£4.5m) increase in net rental income

·     Property valuation of £2,271m, a small underlying decrease of 0.7%
(£15m) from 31 March 2021

·     Profit before tax of £3.4m (30 September 2020: £110.4m loss)

·     Interim dividend reinstated at 7.00p per share (30 September 2020:
Nil)

·     EPRA net tangible assets per share down 1.1% to £9.28 from 31 March
2021

·     Loan to value of 23% (31 March 2021: 24%) with £318m of available
cash and undrawn facilities

Customer activity: Strong demand and improving customer utilisation

·    Strong customer demand with enquiries, viewings and lettings now at
pre-Covid levels

·    Like-for-like rent roll up by 2.1% to £87.3m in the six months to 30
September 2021

·    Strong growth in like-for-like occupancy, up 3.7% to 85.6%, with rent
per sq. ft. stabilising in the second quarter, up 0.3% to £35.50 after a 2.3%
decline in the first quarter

·    Significant increase in customers returning to their offices, with
utilisation of our centres reaching 60% of pre-Covid levels mid-week, and 55%
over the week as a whole

·    High levels of rent collection, with 97% of rents due for the first
half received as at 9 November 2021

Portfolio activity: Expanding our footprint through sustainable asset
management

·   Strategic recycling of capital with the disposal of 13-17 Fitzroy
Street for £92m and the acquisition of The Old Dairy in Shoreditch for
£43.4m

·    Acquisition announced today of former Victorian bus factory, The
Busworks in Islington, for £45m, with significant potential to be sustainably
upgraded and repositioned

·   Extensive refurbishment of our 60,000 sq. ft. Pall Mall Deposit
business centre in Ladbroke Grove completed in September 2021

·    Mirror Works, a new 40,000 sq. ft. business centre in Stratford,
launched in October 2021

·   Two further projects to complete in the second half, providing a
further 32,000 sq. ft. of new or upgraded space

·   Healthy pipeline of refurbishment and redevelopment activity, projected
to deliver 1.2m sq. ft. of new and upgraded space over the next five years

 

Commenting on the results, Graham Clemett, Chief Executive Officer said:

"We have seen a strong recovery in our trading performance in the first half
of the year after successfully managing through the challenges of the last
year. The speed and strength of that recovery has been fuelled by rising
demand for our unique flexible offering, which is proving to be an attractive
option for an increasing number of businesses in London as the way people work
rapidly evolves. Now more than ever, space matters and businesses are making
decisions about their offices based on what their people want - great space in
interesting, convenient locations with top sustainability credentials.

All the signs point to strong underlying momentum in our business. Demand
metrics continued to improve in the first half across London, utilisation of
our centres is increasing, prices have stabilised and rent collection is
strong.

We are building on this momentum through active management of our portfolio
and have our sights firmly set on the exciting growth opportunities ahead as
we continue to expand our property footprint. And, as sustainability becomes
an increasingly important consideration for our business and our customers,
our unique business model serves us well. We are focused on repurposing and
investing in our portfolio of iconic buildings to make them greener and fit
for our customer's changing needs. We revive communities by providing quality
business space in a broad range of areas across the Capital and of course
always acting responsibly with our customers, partners and those communities.

As our half year results show, those who predicted that the pandemic would
lead to the end of the office are being quickly disproven. Our performance
highlights that with the right space in the right locations and a flexible,
customer-centric offering, businesses still believe they do their best work
together. We are excited by the significant growth opportunities in front of
us, and the plans we have in place to capture them."

 

Summary Results

                                          September  September   Change

                                          2021       2020
 Financial performance
 Net rental income                        £41.0m     £36.5m      +12%
 Trading profit after interest(†)         £21.8m     £15.3m      +42%
 Profit/(loss) before tax                 £3.4m      £(110.4)m   +103%
 Interim dividend per share               7.0p       -           -

                                          September  March       Change

                                          2021       2021
 Valuation
 EPRA net tangible assets per share(†)    £9.28      £9.38       -1.1%
 CBRE property valuation(†)               £2,271m    £2,324m     -0.7%**
 Financing
 Loan to value                            23%        24%         -1%*
 Undrawn bank facilities and cash         £318m      £434m       -£116m*

 † Alternative performance measure (APM). The Group uses a number of
financial measures to assess and explain its performance. Some of these which
are not defined within IFRS are considered APMs. For further details see Notes
to the Financial Statements.

* absolute change

** underlying change excluding capital expenditure and disposals

 

For media and investor enquiries, please contact:

 Workspace Group                                                                                                                                 020 7138 3300
 PLC

 Graham Clemett, Chief Executive Officer

 Dave Benson, Chief Financial Officer

 Clare Marland, Head of Corporate Communications

 Finsbury

 Guy Lamming                                                                                                                                     07804 953489

 Chris Ryall                                                                                                                                     07342 713748

 

Details of results presentation

Workspace will host a results presentation for analysts and investors on
Wednesday, 17 November 2021 at 10:00am. The venue for the presentation is The
London Stock Exchange, 10 Paternoster Square, EC4M 7LS.

The presentation can also be accessed live via webcast or conference call.

Webcast: The live webcast will be available here:

https://secure.emincote.com/client/workspace/workspace018
(https://secure.emincote.com/client/workspace/workspace018)

 

Conference call: In order to join via phone at 10.00am, please register at the
following link and you will be provided with dial-in details and a unique
access code:

https://secure.emincote.com/client/workspace/workspace018/vip_connect
(https://secure.emincote.com/client/workspace/workspace018/vip_connect)

 

 

Notes to Editors

About Workspace Group PLC:

Established in 1987, and listed on the London Stock Exchange since 1993,
Workspace owns and manages some 4 million sq. ft. of business space in London.
We are home to London's brightest businesses, including fast growing and
established brands across a wide range of sectors. Workspace is geared towards
helping businesses perform at their very best. We provide inspiring, flexible
work spaces in dynamic London locations.

 

Workspace (WKP) is a FTSE 250 listed Real Estate Investment Trust (REIT) and a
member of the European Public Real Estate Association (EPRA).

LEI: 2138003GUZRFIN3UT430

For more information on Workspace, visit www.workspace.co.uk
(http://www.workspace.co.uk)

 

 

BUSINESS REVIEW

 

ENQUIRIES AND LETTINGS

 

New customer demand for space in our business centres continues to improve,
with a monthly average of 941 enquiries in the first half and good conversion
to viewings and lettings.

 

            Monthly average     Monthly activity
            H1        H1        Sep    Aug    Jul    Jun    May    Apr

            21/22     20/21     2021   2021   2021   2021   2021   2021
 Enquiries  941       687       1,004  888    912    927    974    939
 Viewings   622       289       633    660    593    593    640    612
 Lettings   131       81        175    119    119    121    154    100

 

The positive trend has continued into the third quarter, with 955 enquiries
and 594 viewings in October 2021.

 

We have also seen a strong pick-up in utilisation of our centres as more
customers return to their offices. Utilisation of our centres is currently
running at some 55% of pre-Covid levels, with activity peaking mid-week at 60%
of pre-Covid levels.

 

RENT ROLL

 

Total rent roll, representing the total annualised net rental income at a
given date, was down 1.8% in the six months to £102.1m at 30 September 2021,
with overall occupancy increasing from 77.8% to 81.2%.

 

 Rent Roll                           £m
 At 31 March 2021                    103.9
 Like-for-like portfolio             1.8
 Completed projects                  0.7
 Projects underway and design stage  0.2
 Acquisitions                        2.2
 Disposals/other                     (6.7)
 At 30 September 2021                102.1

 

The total estimated rental value (ERV) of the portfolio, comprising the ERV of
the like-for-like portfolio and those properties currently undergoing
refurbishment or redevelopment (but only including properties at the design
stage at their current rent roll and occupancy) was £144.8m at 30 September
2021.

 

Like-for-like Portfolio

 

The like-for-like portfolio represents 86% of the total rent roll as at 30
September 2021. It comprises 39 properties with stabilised occupancy,
excluding buildings impacted by significant refurbishment or redevelopment
activity or contracted for sale.

 

                          Quarter Ended
 Like for Like            30 Sep 21  30 Jun 21  31 Mar 21
 Occupancy                85.6%      82.9%      81.9%
 Occupancy change         2.7%       1.0%

 Rent per sq. ft.         £35.50     £35.41     £36.25
 Rent per sq. ft. change  0.3%       (2.3)%

 Rent roll                £87.3m     £84.6m     £85.5m
 Rent roll change         3.2%       (1.1)%

 

The like-for-like rent roll has increased by 2.1% (£1.8m) in the six months
to 30 September 2021 to £87.3m. The increase has come from a 3.7% increase in
occupancy from 81.9% to 85.6%, offset by a 2.1% decrease in rent per sq. ft.
to £35.50. We have seen pricing stabilise with a 0.3% increase in rent per
sq. ft. in the second quarter after a decline of 2.3% in the first quarter.

 

If all the like-for-like properties were at 90% occupancy at the CBRE
estimated rental values at 30 September 2021, the rent roll would be £105.7m,
£18.4m higher than the actual cash rent roll at 30 September 2021.

 

Completed Projects

 

There are six projects in the completed projects category, with overall rent
roll increasing by 16.0% (£0.7m) in the six months to £4.8m and occupancy at
65.5%. This includes Pall Mall Deposit, Ladbroke Grove, where we completed an
extensive refurbishment of our 60,000 sq. ft. business centre in September
2021.

 

If the buildings in this category were all at 90% occupancy at the CBRE
estimated rental values at 30 September 2021, the rent roll would be £9.3m,
an uplift of £4.5m.

 

Projects Underway - Refurbishments

 

We are currently underway on four refurbishment projects that will deliver
214,000 sq. ft. of new and upgraded space. We expect to complete the upgrade
of 15,000 sq. ft. at Westbourne Studios during the second half. As at 30
September 2021, rent roll was £3.9m, up £0.2m in the six months.

 

Assuming 90% occupancy at the CBRE estimated rental values at 30 September
2021, the rent roll at these four buildings once they are completed would be
£7.7m, an uplift of £3.8m.

 

Projects Underway - Redevelopments

At the half year two mixed-use redevelopment projects were underway providing
57,000 sq. ft. of net lettable space. Mirror Works, a new 40,000 sq. ft.
business centre in Stratford was launched in October 2021 and we expect to
deliver 17,000 sq. ft. of additional space at The Light Bulb, Wandsworth, in
the second half of the year.

 

Assuming 90% occupancy at the CBRE estimated rental values at 30 September
2021, the rent roll at the two new business centres would be £1.4m.

 

Projects at Design Stage

 

These are properties where we are planning a refurbishment or redevelopment
that has not yet commenced. The rent roll at these properties at 30 September
2021 was £3.9m, stable in the six months.

 

Acquisitions

 

In September 2021, we completed the acquisition of The Old Dairy in Shoreditch
for £43.4m, adding £2.2m to our rent roll.

 

Assuming 90% occupancy at the CBRE estimated rental value at 30 September
2021, the rent roll at this building would be £2.7m, an uplift of £0.5m.

 

Disposals

 

We completed the sale of 13-17 Fitzroy Street in Fitzrovia for £92m in
September 2021. At 31 March 2021 rent roll at this property was £6.0m, with
the single occupier, Arup, vacating as expected in June 2021. We had
originally planned a major refurbishment of this building upon the vacation of
Arup however, having reviewed our options, we decided that it was the optimum
time to sell and recycle the capital into other more attractive organic and
acquisition opportunities which we believe will generate superior value for
shareholders.

 

PROFIT PERFORMANCE

 

Trading profit after interest for the half year was up 42.5% (£6.5m) on the
prior half year to £21.8m.

 

 £m                             30 Sep  30 Sep

                                2021    2020
 Net rental income              41.0    36.5
 Administrative expenses        (8.7)   (9.4)
 Net finance costs              (10.5)  (11.8)
 Trading profit after interest  21.8    15.3

 

Net rental income was up 12.3% (£4.5m) to £41.0m, as detailed below:

 £m                              30 Sep  30 Sep

                                 2021    2020
 Underlying net rental income    40.4    55.4
 Rent discounts and waivers      -       (19.9)
 Expected credit losses          (0.3)   (1.5)
 Disposals                       0.9     2.5
 Net rental income               41.0    36.5

 

There was a £15m (27.1%) decrease in underlying net rental income to £40.4m,
as detailed below:

 

 £m                                             30 Sep  30 Sep

                                                2021    2020
 Underlying rental income                       47.5    59.9
 Unrecovered service charges                    (2.2)   (0.8)
 Empty rates and other non-recoverable costs    (4.9)   (3.2)
 Services, fees, commissions and sundry income  (0.0)   (0.5)
 Underlying net rental income                   40.4    55.4

 

The reduction in rental income of £12.4m to £47.5m reflects the reduction in
rent roll during the course of the prior year resulting from reduced occupancy
and average rent per sq. ft.

 

Our focus on cost control during the lockdown periods enabled us to reduce
unrecovered service charges in the prior year. With customers now returning to
our centres in increasing numbers, service charge costs are returning to more
normal levels which, combined with lower average occupancy compared to the
prior year, has resulted in an increase in unrecovered service charge costs in
the first half of this financial year. The lower average occupancy has also
resulted in an increase in empty rates and nonrecoverable costs to £4.9m.

 

Net rental income in the prior year was significantly reduced by rent
discounts and waivers given to customers, predominantly in respect of the
first quarter when we offered a 50% discount to our business centre customers.
These one-off discounts and waivers have not been repeated in the current
financial year.

 

In addition, although we hold rent deposits for the majority of our customers,
the Government restrictions on rent collection have impeded efforts to collect
rent from a number of our customers which resulted in a significant charge for
expected credit losses in the prior year. Although restrictions still remain
in place, rent collection in the first half has continued to improve, with a
charge of £0.3m in the six months to 30 September 2021.

 

Administrative expenses decreased by £0.7m to £8.7m, down 7.4%, with
discretionary costs remaining under tight control during the first half.

 

Net finance costs decreased by 11.0% (£1.3m) in the half year. The average
net debt balance over the 6 months was £51.5m lower than the first six months
of the prior year, whilst the average interest rate has decreased from 3.8% to
3.1% following the pre-payment of £148.5m of 5.6% Private Placement loan
notes in April 2021.

 

Profit before tax in the half year was £3.4m reflecting the small decrease in
the property valuation of £14.9m which compares to the £125.3m decrease in
the first six months of the prior year.

 

 £m                                             30 Sep  30 Sep

                                                2021    2020
 Trading profit after interest                  21.8    15.3
 Change in fair value of investment properties  (14.9)  (125.3)
 Loss on sale of investment properties          (3.5)   (0.2)
 Other items                                    -       (0.2)
 Profit/(loss) before tax                       3.4     (110.4)
 Adjusted underlying earnings per share         12.0p   8.4p

 

The loss on sale of investment property of £3.5m relates to the disposal of
Fitzroy Street.

 

Adjusted underlying earnings per share, based on EPRA earnings adjusted for
non-trading items and calculated on a diluted share basis, is up 43% to 12.0p.

 

INTERIM DIVIDEND

 

Our dividend policy is based on trading profit after interest, taking into
account our investment and acquisition plans and the distribution requirements
that we have as a REIT, with our aim being to ensure the total dividend per
share in each financial year is covered at least 1.2 times by adjusted
underlying earnings per share.

 

With the ongoing recovery and continued confidence in the outlook for the
Group the Board is pleased to announce that this year an interim dividend of
7.0p per share (2020: nil) will be paid on 2 February 2022 to shareholders on
the register at 7 January 2022. The dividend will be paid as a Property Income
Distribution.

 

 

PROPERTY VALUATION

 

At 30 September 2021, our property portfolio was independently valued by CBRE
at £2,271m, an underlying decrease of 0.7% (£15m) in the half year. The main
movements in the valuation are set out below:

 

                                 £m
 Valuation at 31 March 2021      2,324
 Capital expenditure             14
 Acquisitions                    43
 Disposals                       (95)
 Revaluation                     (15)
 Valuation at 30 September 2021  2,271

 

A summary of the half year valuation and revaluation movement by property type
is set out below:

 

 £m                        Valuation  Movement
 Like-for-like Properties  1,817      (11)
 Completed Projects        155        (1)
 Refurbishments            158        (2)
 Redevelopments            98         (1)
 Acquisitions              43         -
 Total                     2,271      (15)

 

Like-for-like Properties

 

There was a 0.6% (£11m) underlying decrease in the valuation of like-for-like
properties to £1,817m. This is driven by a 3.1% decrease in the ERV per sq.
ft. (£63m) reflecting the pricing of lettings and renewals, offset by a 15
bps shift in equivalent yield (£52m).

                            30 Sep   31 March

                            2021     2021      Change
 ERV per sq. ft.            £40.91   £42.23    -3.1%
 Rent per sq. ft.           £35.50   £36.25    -2.1%
 Equivalent Yield           5.8%     5.9%      -0.1%
 Net Initial Yield          4.3%     4.2%      +0.1%
 Capital Value per sq. ft.  £633     £633      -0.0%

 

Completed Projects

There was an underlying decrease of 0.6% (£1m) in the value of the six
completed projects to £155m. The overall valuation metrics for completed
projects are set out below:

                            30 Sep

                            2021
 ERV per sq. ft.            £28.33
 Rent per sq. ft.           £20.10
 Equivalent Yield           6.1%
 Net Initial Yield          2.8%
 Capital Value per sq. ft.  £424

 

 

Current Refurbishments and Redevelopments

There was an underlying decrease of 1.3% (£2m) in the value of our current
refurbishments to £158m and a reduction of 1.0% (£1m) in the value of our
current redevelopments to £98m.

 

The most significant movements in this category are an increase of £2.5m at
Havelock Terrace, Battersea, where we have had positive pre-application
discussions with planners on a major refurbishment scheme, offset by a
reduction of £2.3m at Westbourne Studios, where we are progressing
refurbishment plans for one wing of the centre.

 

REFURBISHMENT ACTIVITY

 

A summary of the status of the refurbishment pipeline at 30 September 2021 is
set out below:

 

 Projects                         Number  Capex spent  Capex to spend  Upgraded and new space (sq. ft.)
 Underway                         4       £4m          £43m            214,000
 Design stage                     4       -            £124m           371,000
 Design stage (without planning)  2       -            £130m           270,000

 

In May 2021, we received planning permission for the re-designation of land
use for a major scheme at Kennington Park. The existing 91,000 sq. ft. of
low-grade space situated to the south and east of the Kennington Park campus
will be replaced with 200,000 sq. ft. of high specification office space.

 

REDEVELOPMENT ACTIVITY

Many of our properties are in areas where there is strong demand for mixed-use
redevelopment. Our model is to use our expertise, knowledge and local
relationships to obtain a mixed-use planning consent and then typically to
agree terms with a residential developer to undertake the redevelopment and
construction at no cost and limited risk to Workspace. We receive back a
combination of cash, new commercial space and overage in return for the sale
of the residential scheme to the developer.

 

A summary of the status of the redevelopment pipeline at 30 September 2021 is
set out below:

 

               No. of properties  Residential units  Cash received  New commercial space (sq. ft.)
 Underway      2                  277                £24m           57,000
 Design stage  5                  1,241              -              281,000

 

 

ACQUISITIONS AND DISPOSALS

 

During the first half, we completed the sale of 13-17 Fitzroy Street in
Fitzrovia for £92m. We had originally planned a major refurbishment of this
building when the occupier, Arup, vacated as expected in June. However, having
reviewed our options, we decided that it was the optimum time to sell and
recycle the capital into other more attractive organic and acquisition
opportunities which we believe will generate superior value for shareholders.

 

In this regard, we recently completed the acquisition of The Old Dairy in
Shoreditch for £43.4m. Adjacent to our existing business centre, The Frames,
and currently 80.4% occupied, we will reposition The Old Dairy over time to
our distinctive, flexible model, which will strengthen our presence and
broaden our offering in this exciting and dynamic area of London.

 

We continue to track additional opportunities across London but remain
disciplined in our returns criteria.

 

CASH FLOW

The Group generates strong operating cash flow in line with trading profit. A
summary of cash flows in the half year are set out below:

 

 £m                                          30 Sep  30 Sep

                                             2021    2020
 Net cash from operations after interest†    21      14
 Dividends paid                              (29)    (42)
 Capital expenditure                         (15)    (13)
 Purchase of Investment Properties           (43)    -
 Property disposals                          92      11
 Other                                       7       -
 Net movement                                33      (30)
 Opening debt (net of cash)                  (565)   (541)
 Closing debt (net of cash)                  (532)   (571)

† Excludes £18m of VAT receipts relating to sale of Fitzroy included in
'other'.

 

There is a reconciliation of net debt in note 13(b) to the financial
statements.

 

Rent collection remains robust, despite the continued Government restrictions
on rent collection measures. The majority of our customers pay monthly and we
have, as of 9 November 2021, collected 97% of rent due for the second quarter
taking the collection rate for the first half or the year to 97%.

 

The majority of the amounts still outstanding are covered by rent deposits or
by the provision for doubtful debts.

 

 

FINANCING

 

As at 30 September 2021, the Group had £68.1m of available cash and £250.0m
of undrawn facilities:

 

                          Drawn amount  Facility  Maturity

                          £m            £m
 Private Placement Notes  300.0         300.0     2025-2029
 Green Bond               300.0         300.0     2028
 Bank facilities          -             250.0     2022-2023
 Total                    600.0         850.0

 

All facilities are provided on an unsecured basis with an average maturity of
4.8 years (31 March 2021: 4.8 years).

 

At 30 September 2021, the average interest cost of our fixed rate private
placement notes and Green Bond was 2.8% and our revolver bank facilities are
provided at a floating rate of 1.65% over LIBOR.

 

At 30 September 2021, loan to value (LTV) was 23% (31 March 2021: 24%) and
interest cover, based on net rental income and interest paid over the last 12
month period (excluding exceptional refinancing costs), was 4.3 times (31
March 2021: 3.8 times), providing good headroom on all facility covenants.

 

 

NET ASSETS

Net assets decreased in the six months by £28.7m to £1,691m. EPRA net
tangible assets (NTA) per share at 30 September 2021 was down 1.1% (£0.10) to
£9.28:

 

                                          EPRA NTA per share
                                          £
 At 31 March 2021                         9.38
 Adjusted trading profit after interest   0.12
 Property valuation deficit               (0.08)
 Loss on disposal of Investment Property  (0.02)
 Dividends paid                           (0.18)
 Other                                    0.06
 At 30 September 2021                     9.28

 

The calculation of EPRA NTA per share measures are set out in note 8 of the
financial statements.

 

outlook

 

The strong pick-up in new customer activity that we saw towards the end of the
last financial year has continued into the first half of the current financial
year. Assuming no material impact from government-imposed Covid restrictions
through the winter, we expect to see continued momentum into the second half
of the year.

 

We remain focussed on improving occupancy, and are on track to make
significant progress towards reaching pre-covid levels by the end of the
financial year. We have seen pricing stabilise during the first half and will
selectively look to start to increase pricing during the second half of the
financial year, with more meaningful price increases likely in the next
financial year.

 

Improvement in net rental income will lag improvement in rent roll and, in the
short term, whilst occupancy recovers to pre-covid levels, there will be a
drag on income from unrecovered service charges and other occupancy related
costs, such as empty rates.

 

The increase in rent roll as occupancy and pricing improve, together with the
delivery of our pipeline of refurbishment and redevelopment projects and the
impact from potential acquisition activity, provides the opportunity for
significant income and capital growth over the medium term.

 

 

KEY property statistics

                                                       Half Year ended
                                                       30 Sep    31 March  30 Sep    31 March

                                                       2021      2021      2020      2020
 Workspace Group Portfolio
 CBRE property valuation                               £2,271m   £2,324m   £2,450m   £2,574m
 Number of locations                                   58        58        58        59
 Lettable floorspace (million sq. ft.)                 3.9       3.9       3.9       3.9
 Number of lettable units                              4,234     4,196     4,147     4,009
 Rent roll of occupied units                           £102.1m   £103.9m   £118.2m   £132.8m
 Average rent per sq. ft.                              £32.28    £33.90    £37.15    £39.18
 Overall occupancy                                     81.2%     77.8%     81.1%     87.0%
 Like-for-like number of properties                    39        38        38        29
 Like-for-like lettable floor space (million sq. ft.)  2.9       2.8       2.8       2.2
 Like-for-like rent roll growth                        2.1%      (13.9)%   (11.6)%   1.2%
 Like-for-like rent per sq. ft. growth                 (2.1)%    (9.9)%    (3.3)%    0.3%
 Like-for-like occupancy movement                      3.7%      (3.9)%    (7.8)%    0.9%

 

1)    The like-for-like category has been restated in the current financial
year for the following:

·      The transfer in of Brickfields and Rainbow Industrial Estate
(part) from the completed projects category

·      The transfer out of Leroy House to the refurbishment projects
category

2)    Like-for-like statistics for prior years are not restated for the
changes made to the like-for-like property portfolio in the current financial
year.

3)   Overall rent per sq. ft. and occupancy statistics include the lettable
area at like-for-like properties and all refurbishment and redevelopment
projects, including those projects recently completed and also properties
where we are in the process of obtaining vacant possession.

 

 

CONSOLIDATED INCOME STATEMENT

FOR THE Six Months ENDED 30 September 2021

 

                                                Notes     Unaudited 6 months ended 30 September 2021   Unaudited 6 months ended 30 September 2020  Audited

                                                         £m                                            £m                                          Year ended

                                                                                                                                                   31 March 2021

                                                                                                                                                   £m
 Revenue                                        2        61.2                                          75.5                                        142.3
 Direct costs                                   2        (20.2)                                        (39.0)                                      (60.8)
 Net rental income                              2        41.0                                          36.5                                        81.5
 Administrative expenses                                 (8.7)                                         (9.4)                                       (19.0)
 Trading profit                                                                                                                                    62.5

                                                                       32.3                            27.1

 Loss on disposal of investment properties       3(a)    (3.5)                                         (0.2)                                       (0.1)
 Other expenses                                   3(b)   -                                             (0.2)                                       (0.2)
 Change in fair value of investment properties  9        (14.9)                                        (125.3)                                     (257.7)
 Operating profit/ (loss)                                13.9                                          (98.6)                                      (195.5)

 Finance costs                                  4        (10.5)                                        (11.8)                                      (23.8)
 Exceptional finance costs                      4        -                                             -                                           (16.4)
 Profit/ (Loss) before tax                                                                                                                         (235.7)

                                                         3.4                                           (110.4)
 Taxation                                       5        -                                             -                                           -
 Profit/ (Loss) for the period after tax                                                                                                           (235.7)

                                                         3.4                                           (110.4)

 Basic earnings per share                       7        1.9p                                          (61.1) p                                    (130.3) p
 Diluted earnings per share                     7        1.9p                                          (60.8) p                                    (130.3) p

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE six months ENDED 30 September 2021

 

                                                                   Unaudited 6 months ended 30 September 2021  Unaudited 6 months ended 30 September 2020  Audited

                                                                   £m                                          £m                                          Year ended

                                                                                                                                                           31 March 2021

                                                                                                                                                           £m
 Profit/ (Loss) for the period                                                                                                                             (235.7)

                                                                   3.4                                         (110.4)
 Other comprehensive income:
 Items that may be classified subsequently to profit or loss:

 Change in fair value of other investments                         -                                           -                                           -
 Cash flow hedge - transfer to income statement                    (0.3)                                       3.7                                         8.6
 Cash flow hedge - change in fair value                            -                                           (4.2)                                       (9.8)
 Other comprehensive income/(loss) in the year                     (0.3)                                       (0.5)                                       (1.2)
 Total comprehensive income/ (loss) for the period                                                                                                         (236.9)

                                                                   3.1                                         (110.9)

 

 

CONSOLIDATED BALANCE SHEET

AS AT 30 September 2021

 

                                   Notes            Unaudited 30 September 2021  Audited 31 March 2021  Unaudited 30 September 2020

                                                    £m                           £m                     £m
 Non-current assets
 Investment properties             9                2,297.1                      2,349.9                2,471.4
 Intangible assets                                  2.2                          2.4                    2.2
 Property, plant and equipment                      3.4                          4.0                    4.3
 Other investments                                  7.9                          7.9                    7.9
 Derivative financial instruments  13(e) & (f)      -                            8.7                    14.3
 Deferred tax                                       0.4                          0.4                    0.5
                                                                                 2,373.3

                                                    2,311.0                                             2,500.6

 Current assets
 Trade and other receivables       10               28.1                         29.3                   35.0
 Cash and cash equivalents         11               75.0                         191.0                  12.4
                                                                                 220.3

                                                    103.1                                               47.4
 Total assets                                                                    2,593.6

                                                    2,414.1                                             2,548.0

 Current liabilities
 Trade and other payables          12               (100.3)                      (95.0)                 (90.3)
 Borrowings                        13(a)            -                            (156.6)                -
                                                    (100.3)                      (251.6)                (90.3)

 Non-current liabilities
 Borrowings                        13(a)            (596.7)                      (596.2)                (586.9)
 Lease obligations                 14               (26.3)                       (26.3)                 (26.3)
                                                                                 (622.5)

                                                    (623.0)                                             (613.2)
 Total liabilities                                                               (874.1)

                                                    (723.3)                                             (703.5)

 Net assets                                                                      1,719.5

                                                    1,690.8                                             1,844.5

 Shareholders' equity
 Share capital                     17               181.1                        181.1                  181.1
 Share premium                                      295.5                        295.5                  295.1
 Investment in own shares                           (9.6)                        (9.6)                  (9.6)
 Other reserves                                     33.4                         33.1                   33.2
 Retained earnings                                  1,190.4                      1,219.4                1,344.7
 Total shareholders' equity                                                      1,719.5

                                                    1,690.8                                             1,844.5

 

 

Consolidated Statement of Changes in Equity

FOR THE period ENDED 30 September 2021

 

                                      Attributable to owners of the Parent
 Unaudited 6 months to         Notes  Share     Share       Investment  Other      Retained   Total Shareholders'

equity
 30 September 2021                    capital    premium    in own      reserves   earnings

          £m
                                       £m       £m          shares      £m         £m

                                                            £m
 Balance at 1 April 2021              181.1     295.5       (9.6)       33.1       1,219.4    1,719.5
 Profit for the period                -         -           -           -          3.4        3.4
 Other comprehensive income           -         -           -           -          (0.3)      (0.3)
 Total comprehensive income           -         -           -           -          3.1        3.1
 Transactions with owners:
 Share issues                  17     -         -           -           -          -          -
 Dividends paid                6      -         -           -           -          (32.1)     (32.1)
 Share based payments                 -         -           -           0.3        -          0.3
 Balance at 30 September 2021         181.1     295.5       (9.6)       33.4       1,190.4    1,690.8

 Unaudited 6 months to

 30 September 2020
 Balance at 1 April 2020              180.7     295.4       (9.6)       32.2       1,499.3    1,998.0
 Profit for the period                -         -           -           -          (110.4)    (110.4)
 Other comprehensive income           -         -           -           (0.5)      -          (0.5)
 Total comprehensive income           -         -           -           (0.5)      (110.4)    (110.9)
 Transactions with owners:
 Share issues                  17     0.4       (0.3)       -           -          -          0.1
 Dividends paid                6      -         -           -           -          (44.2)     (44.2)
 Share based payments                 -         -           -           1.5        -          1.5
 Balance at 30 September 2020         181.1     295.1       (9.6)       33.2       1,344.7    1,844.5

 Audited 12 months to

 31 March 2021
 Balance at 1 April 2020              180.7     295.4       (9.6)       32.2       1,499.3    1,998.0
 Profit for the year                  -         -           -           -          (235.7)    (235.7)
 Other comprehensive income           -         -           -           (1.2)      -          (1.2)
 Total comprehensive income           -         -           -           (1.2)      (235.7)    (236.9)
 Transactions with owners:
 Share issues                  17     0.4       0.1         -           (0.4)      -          0.1
 Dividends paid                6      -         -           -           -          (44.2)     (44.2)
 Share based payments                 -         -           -           2.5        -          2.5
 Balance at 31 March 2021             181.1     295.5       (9.6)       33.1       1,219.4    1,719.5

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD 30 September 2021

 

                                                                  Notes  Unaudited                         Unaudited                          Audited

                                                                         6 month ended 30 September 2021   6 months ended 30 September 2020   Year ended

                                                                         £m                                £m                                 31 March

                                                                                                                                              2021

                                                                                                                                              £m
 Cash flows from operating activities
 Cash generated from operations                                   15     48.3                              25.6                               62.4
 Interest paid                                                           (9.3)                             (11.8)                             (23.4)
 Tax paid                                                                -                                 (0.7)                              (0.6)
 Net cash inflow from operating activities                               39.0                              13.1                               38.4

 Cash flows from investing activities
 Purchase of investment properties                                       (43.5)                            -                                  -
 Capital expenditure on investment properties                            (14.3)                            (12.2)                             (23.6)
 Proceeds from disposal of investment properties                         91.8                              11.0                               11.0
 Purchase of intangible assets                                           (0.3)                             (0.5)                              (1.2)
 Purchase of property, plant and equipment                               (0.3)                             (0.4)                              (1.2)
 Other income                                                            4.5                               -                                  0.1
 Purchase of investments                                                 -                                 (0.1)                              -
 Net cash inflow/ (outflow) from investing activities                    37.9                              (2.2)                              (14.9)

 Cash flows from financing activities
 Proceeds from issue of ordinary share capital                           -                                 0.1                                0.1
 Settlement and re-couponing of derivative financial instruments         0.7                               -                                  (2.0)
 Repayment of Private Placement Notes                                    (148.5)                           (9.0)                              (217.0)
 Repayment of bank borrowings                                            (25.0)                            (81.0)                             -
 Drawdown of bank borrowings                                             25.0                              54.0                               54.0
 Exceptional finance costs                                               (16.4)                            -                                  -
 Green Bond Proceeds                                                     -                                 -                                  299.5
 Own shares purchased                                                    -                                 -                                  -
 Dividends paid                                                   6      (28.7)                            (41.8)                             (46.3)
 Net cash (outflow)/ inflow from financing activities                    (192.9)                           (77.7)                             88.3

 Net (decrease)/ increase in cash and cash equivalents                   (116.0)                           (66.8)                             111.8

 Cash and cash equivalents at start of period                     11     191.0                             79.2                               79.2
 Cash and cash equivalents at end of period                       11     75.0                              12.4                               191.0

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE period ENDED 30 September 2021

 

1.  Accounting policies

 

Basis of preparation

 

The half year report has been prepared in accordance with the Disclosure and
Transparency Rules and with IAS34 'Interim Financial Reporting' as adopted for
use in the UK. The half year report should be read in conjunction with the
annual financial statements for the year ended 31 March 2021, which have been
prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and in accordance with IFRSs
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European
Union ("IFRSs as adopted by the EU").

 

The condensed financial statements in the half year report are unaudited and
do not constitute statutory accounts within the meaning of Section 434 of the
Companies Act 2006. The Annual Report and Accounts for the year to 31 March
2021, which were prepared under IFRSs have been delivered to the Registrar of
Companies. The auditor's opinion on those accounts was unqualified, did not
contain an emphasis of matter paragraph and did not contain any statement made
under Section 498 of the Companies Act 2006. The annual financial statements
of the Group for the year ended 31 March 2022 will be prepared in accordance
with UK-adopted international accounting standards

 

There have been no changes in estimates of amounts reported in prior periods
which have a material impact on the current half year period.

 

As with most other UK property companies and REITs, the Group presents many of
its financial measures in accordance with the guidance criteria issued by the
European Public Real Estate Association ('EPRA'). These measures, which
provide consistency across the sector, are all derived from the IFRS figures
in notes 7 and 8.

 

Going concern

 

The Board is required to assess the appropriateness of applying the going
concern basis in the preparation of the financial statements.  The extended
impact of the Covid-19 pandemic on the operations of the Group has been a key
consideration when assessing the appropriateness of applying the going concern
basis in the preparation of the financial statements. There is still some
uncertainty as to how the economy will recover and whether there will be any
long-term impact on the demand for office space. We have therefore modelled a
number of different scenarios considering a period of 12 months from the date
of signing of these financial statements. These scenarios include a severe,
but realistically possible, scenario which includes the following key
assumptions:

 

-       A gradual recovery period of two years to return pre-pandemic
levels of 90% occupancy.

-     New lettings continue to be below the average price per sq. ft. of
vacating customers until like-for-like occupancy levels reach 90%.

-       Continued higher levels of counterparty risk, with bad debt
significantly higher than pre-pandemic levels.

-       A further two months of Government restrictions on public
movement in the winter of 2021 ("lockdown").

-     The forecast assumes there will be no movement in yield, but the
property valuation will decrease further in line with the fall in rent psf.

 

The Directors fully considered the Principal risks of the Company and how they
may impact the model. Further details of the principal risks can be found on
pages 32 to 34.

 

The appropriateness of the going concern basis is reliant on the continued
availability of borrowings and compliance with loan covenants. All borrowings
require compliance with LTV and Interest Cover covenants. As at the tightest
test date in the scenarios modelled, the Group could withstand a reduction in
net rental income of 57% and a fall in the asset valuation of 54% compared to
September 2021 before these covenants are breached, assuming no mitigating
actions are taken.

 

As at 30 September 2021 the Group had a fully unsecured loan portfolio of
£850m and significant headroom on its facilities with £68m of cash and
undrawn facilities of £250m. Of the undrawn facilities, £83m is due to
expire in June 2022 and the remaining £167m in June 2023.

 

For the full period of the scenario tested, the Group maintains sufficient
headroom in its cash and loan facilities and loan covenants are met.

 

Consequently, the Directors are confident that the Group will have sufficient
funds to continue to meet its liabilities as they fall due for at least 12
months from the date of approval of the financial statements and therefore
have prepared the financial statements on a going concern basis.

 

This report was approved by the Board on 16 November 2021.

 

 

Change in accounting policies

 

The accounting policies adopted are consistent with those of the annual
financial statements for the year ended 31 March 2021, with the exception of
the following standards, amendments and interpretations endorsed by the UK
were effective for the first time for the Group's current accounting period
and had no material impact on the financial statements.

 

·      References to Conceptual Framework in IFRSs (amended);

·      IFRS 16 (amended) - Covid-19-related Rent Concessions;

·      IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (amended) - Interest
Rate Benchmark Reform - Phase 2.

 

Standards in issue but not yet effective

 

The following standards, amendments and interpretations were in issue at the
date of approval of these financial statements but were not yet effective for
the current accounting period and have not been adopted early. Based on the
Group's current circumstances, the Directors do not anticipate that their
adoption in future periods will have a material impact on the financial
statements of the Group.

 

 

·      IFRS 17 - Insurance Contracts;

·      IAS 1 (amended) - Classification of liabilities as current or
non-current;

·      IAS 1 and IFRS Practice Statement 2 (amended) - Disclosure of
Accounting Policy;

·      IAS 8 (amended) - Definition of Accounting Estimate;

·      IAS 37: Onerous Contracts-Cost of Fulfilling a Contract;

·      Amendments to IAS 16: Property, Plant and Equipment-Proceeds
before Intended;

·      Annual Improvements to IFRS Standards 2018-2020;

·      Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12)

 

 

2.  Analysis of net rental income

                                                6 months ended 30 September 2021              6 months ended 30 September 2020
                                                Revenue      Direct costs  Net rental income  Revenue      Direct costs  Net rental income

                                                £m           £m            £m                 £m           £m            £m
 Rental income                                  49.6         (1.5)         48.1               63.7         (20.7)        43.0
 Service charges                                9.3          (11.5)        (2.2)              9.9          (12.7)        (2.8)
 Empty rates and other non-recoverable costs    -            (4.9)         (4.9)              -            (3.2)         (3.2)
 Services, fees, commissions and sundry income  2.3          (2.3)         -                  1.9          (2.4)         (0.5)
                                                61.2         (20.2)        41.0               75.5         (39.0)        36.5

 

                                                            Year ended 31 March 2021

                                                            Revenue    Direct     Net rental

                                                            £m         costs      income

                                                                       £m         £m
 Rental income                                              118.0      (24.4)     93.6
 Service charges                                            20.3       (24.6)     (4.3)
 Empty rates and other non-recoverable costs                -          (7.1)      (7.1)
 Services, fees, commissions and sundry income              4.0        (4.7)      (0.7)
                                                            142.3      (60.8)     81.5

 

Included within direct costs for rental income and service charge in the
period are amounts of £nil and £nil (31 March 2021: £17.8m and £2.1m, 30
September 2020: £17.9m and £2.0m) respectively, relating to discounts
provided to customers, accounted for in accordance with IFRS 9. Additionally,
a charge of £0.3m (31 March 2021: £4.2m, 30 September 2020: £1.5m) for
expected credit losses in respect of receivables from customers is recognised
in direct costs of rental income in the period.

 

All of the properties within the portfolio are geographically close to each
other and have similar economic features and risks. Management information
utilised by the Executive Committee to monitor and assess performance is
reviewed as one portfolio. As a result, management have determined that the
Group operates a single operating segment of providing business space for rent
in London.

 

 

3(a). Loss on disposal of investment properties

                                                                  6 months ended 30 September 2021  6 months                    Year

                                                                  £m                                 ended 30 September 2020     ended

                                                                                                    £m                          31 March

                                                                                                                                2021

                                                                                                                                £m
 Proceeds from sale of investment properties (net of sale costs)  91.8                              11.0                        11.0
 Book value at time of sale                                       (95.3)                            (11.2)                      (11.1)
 Loss on disposal                                                 (3.5)                             (0.2)                       (0.1)

 

 

3(b). Other expenses

                                                 6 months ended 30 September 2021  6 months                    Year

                                                 £m                                 ended 30 September 2020    ended

                                                                                   £m                          31 March

                                                                                                               2021

                                                                                                               £m

 Change in fair value of deferred consideration  -                                 0.2                         0.2
                                                                                                               0.2

                                                 -                                 0.2

 

The value of deferred consideration (cash and overage) from the sale of
investment properties has been re-valued by CBRE Limited at 30 September 2021.
The amounts receivable are included in the consolidated balance sheet under
current trade and other receivables (note 10).

 

 

 

4. Finance costs

                                                           6 months ended 30 September 2021  6 months                  Year

                                                           £m                                ended 30 September 2020   ended

                                                                                             £m                        31 March

                                                                                                                       2021

                                                                                                                       £m

 Interest payable on bank loans and overdrafts             (0.8)                             (1.6)                     (3.1)
 Interest payable on other borrowings                      (8.5)                             (9.2)                     (18.6)
 Amortisation of issue costs of borrowings                 (0.6)                             (0.4)                     (0.9)
 Interest on lease liabilities                             (0.8)                             (0.8)                     (1.6)
 Interest capitalised on property refurbishments (note 9)  0.2                               0.2                       0.4
 Foreign exchange (losses)/gains on financing activities   -                                 (3.7)                     (8.6)
 Cash flow hedge - transfer from equity                    -                                 3.7                       8.6
 Finance Cost                                              (10.5)                            (11.8)                    (23.8)
 Exceptional Finance Cost                                  -                                 -                         (16.4)
 Total finance costs                                       (10.5)                            (11.8)                    (40.2)

 

 

5. Taxation

                                                       6 months ended 30 September 2021  6 months                    Year

                                                       £m                                 ended 30 September 2020     ended

                                                                                         £m                          31 March

                                                                                                                     2021

                                                                                                                     £m
 Current tax:
 UK corporation tax                                    -                                 -                           -
 Deferred tax:
 On origination and reversal of temporary differences  -                                 -                           -

 Total taxation charge                                 -                                 -                           -

 

The Group is a Real Estate Investment Trust (REIT). The Group's UK property
rental business (both income and capital gains) is exempt from tax. The
Group's other income is subject to corporation tax. No tax charge has arisen
on this other income for the half year (31 March 2021: £nil, 30 September
2020: £nil).

 

6. Dividends

 Ordinary dividends paid                          Payment      Per     6 months ended  6 months                  Year

                                                  date         share   30 September    ended 30 September 2020    ended

                                                                       2021            £m                        31 March

                                                                       £m                                        2021

                                                                                                                 £m
 For the year ended 31 March 2020:
 Final dividend                                   August 2020  24.49p  -               44.2                      44.2

 For the year ended 31 March 2021:
 Final dividend                                   August 2021  17.75p  32.1            -                         -

 Dividends for the period                                              32.1            44.2                      44.2
 Timing difference on payment of withholding tax                       (3.4)           (2.4)                     2.1
 Dividends cash paid                                                   28.7            41.8                      46.3

 

 

In addition, the Directors are proposing an interim dividend in respect of the
financial year ending 31 March 2022 of 7 pence per ordinary share which will
absorb an estimated £12.7m of revenue reserves and cash. The dividend will be
paid on 2 February 2022 to shareholders who are on the register of members on
7 January 2022. The dividend will be paid as a REIT Property Income
Distribution (PID) net of withholding tax where appropriate.

 

 

 

7. Earnings per share

 Earnings used for calculating earnings per share:  6 months ended 30 September 2021  6 months                  Year

                                                    £m                                ended 30 September 2020    ended

                                                                                      £m                        31 March

                                                                                                                2021

                                                                                                                £m
 Basic and diluted earnings/ (losses)               3.4                               (110.4)                   (235.7)
 Change in fair value of investment properties      14.9                              125.3                     257.7
 Exceptional finance costs                          -                                 -                         16.4
 Loss on disposal of investment properties          3.5                               0.2                       0.1
 EPRA earnings                                      21.8                              15.1                      38.5
 Adjustment for non-trading items:
 Other expenses (note 3(b))                         -                                 0.2                                      0.2
 Taxation                                           -                                 -                                        -
 Adjusted trading profit after interest             21.8                              15.3                      38.7

 

Earnings have been adjusted to derive an earnings per share measure as defined
by the European Public Real Estate Association (EPRA) and an adjusted
underlying earnings per share measure.

 

 Number of shares used for calculating earnings per share:                                                                   Year ended

                                                                         6 months ended 30 September 2021   6 months ended   31 March

                                                                                                            30 September     2021

                                                                                                            2020
 Weighted average number of shares (excluding own shares held in trust)  181,006,085                        180,725,220      180,839,945
 Dilution due to share option schemes                                    832,534                            888,198          -
 Weighted average number of shares for diluted earnings per share        181,838,619                        181,613,418      180,839,945

 

                                            6 months ended      6 months ended      Year ended

                                            30 September 2021   30 September 2020   31 March

                                                                                    2021
 Basic earnings per share                   1.9p                (61.1)p             (130.3)p
 Diluted earnings per share                 1.9p                (60.8)p             (130.3)p
 EPRA earnings per share                    12.1p               8.4p                21.3p
 Adjusted underlying earnings per share(1)  12.0p               8.4p                21.3p

(1 )Adjusted underlying earnings per share is calculated on a diluted basis.

 

 

8. Net assets per share

 

 Number of shares used for calculating net assets per share:             30 September  31 March      30 September

                                                                         2021          2021         2020

 Shares in issue at period-end                                           181,123,659   181,113,594  181,106,425
 Less own shares held in trust at period-end                             (162,113)     (159,139)    (165,034)
 Number of shares for calculating basic net assets per share             180,961,546   180,954,455  180,941,391
 Dilution due to share option schemes                                    954,111       1,116,127    1,038,337
 Number of shares for calculating diluted adjusted net assets per share  181,915,657   182,070,582  181,979,728

 

                                     30 September 2021  31 March  30 September

                                                        2021      2020
 Basic net assets per share          £9.34              £9.50     £10.19
 Diluted net assets per share        £9.29              £9.44     £10.14
 EPRA net tangible assets per share  £9.28              £9.38     £10.05

 

 

EPRA Net Asset Value Metrics

 

EPRA published updated best practice reporting guidance in October 2019, which
included 3 new Net Asset Valuation metrics;

EPRA Net Reinstatement Value (NRV), EPRA Net Tangible Assets (NTA) and EPRA
Net Disposal Value (NDV). This new set of EPRA NAVs metrics came into full
effect for accounting periods starting from 1(st) January 2021, presented
below;

 

 

                                                                           September 2021                     March 2021
                                                                           EPRA NRV     EPRA NTA    EPRA NDV  EPRA NRV     EPRA NTA    EPRA NDV

                                                                           £m        £m             £m        £m        £m             £m
 IFRS Equity attributable to shareholders                                  1,690.8   1,690.8        1,690.8   1,719.5   1,719.5        1,719.5
 Derivative financial instruments at fair value                            -         -              -         (8.7)     (8.7)          -
 Intangibles per IFRS balance sheet                                        -         (2.2)          -         -         (2.3)          -
 Excess of fair value of debt over book value                              -         -              (48.4)    -         -              (22.2)
 Purchasers costs                                                          154.5     -              -         158.1     -              -
 New EPRA measure                                                          1,845.3   1,688.6        1,642.4   1,868.9   1,708.5        1,697.3
 Number of shares for calculating diluted net assets per share (millions)  181.9     181.9          181.9     182.1     182.1          182.1
 New EPRA measure per share                                                £10.14    £9.28          £9.03     £10.26    £9.38          £9.32

 

                                                                                       September 2020

                                                                                       EPRA NRV     EPRA NTA    EPRA NDV

                                                                                       £m        £m             £m
 IFRS Equity attributable to shareholders                                              1,844.5   1,844.5        1,844.5
 Derivative financial instruments at fair value                                        (14.3)    (14.3)         -
 Intangibles per IFRS balance sheet                                                    -         (2.2)          -
 Excess of fair value of debt over book value                                          -         -              (31.6)
 Purchasers costs                                                                      166.6     -              -
 New EPRA measure                                                                      1,996.8   1,828.0        1,812.9
 Number of shares for calculating diluted net assets per share (millions)              182.0     182.0          182.0
 New EPRA measure per share                                                            £10.97    £10.05         £9.96

 

 

9. Investment Properties

                                                  30 September 2021  31 March  30 September

                                                  £m                 2021      2020

                                                                     £m        £m
 Balance at 1 April                               2,349.9            2,586.3   2,586.3
 Purchase of investment properties                43.4               -         -
 Capital expenditure                              13.8               22.8      12.1
 Remeasurement of leases                          -                  (1.9)     (1.9)
 Capitalised interest on refurbishments (note 4)  0.2                0.4       0.2
 Disposals during the period                      (95.3)             -         -
 Change in fair value of investment properties    (14.9)             (257.7)   (125.3)
 Total investment properties                      2,297.1            2,349.9   2,471.4

 

Investment properties represent a single class of property being business
accommodation for rent in London.

 

Capitalised interest is included at a rate of capitalisation of 3.7% (March
2021: 3.7%, September 2020 3.8%). The total amount of capitalised interest
included in investment properties is £14.7m (March 2021: £14.5m, September
2020 £14.3m).

 

The change in fair value of investment properties is recognised in the
consolidated income statement.

 

The Group occupies around 14,000 square feet of space within one of its
Investment Properties as its Head Office. The deemed valuation of this space
equates to approximately 0.5% of the overall Investment Property valuation and
as such has not been split out as specific Owner Occupied Property.

 

Valuation

 

The Group's investment properties are held at fair value and were revalued at
30 September 2021 by the external valuer, CBRE Limited, a firm of independent
qualified valuers in accordance with the Royal Institution of Chartered
Surveyors Valuation - Global Standards. All the properties are revalued at
period end regardless of the date of acquisition. In line with IFRS 13, all
investment properties are valued on the basis of their highest and best use.

 

The valuation of like-for-like properties (which are not subject to
refurbishment or redevelopment) is based on the income capitalisation method
which applies market-based yields to the Estimated Rental Values (ERVs) of
each of the properties. Yields are based on current market expectations
depending on the location and use of the property. ERVs are based on estimated
rental potential considering current rental streams and market comparatives
whilst also considering the occupancy and timing of rent reviews at each
property. Although occupancy and rent review timings are known, and there is
market evidence for transaction prices for similar properties, there is still
a significant element of estimation and judgement in estimating ERVs. As a
result of adjustments made to market observable data, the significant inputs
are deemed unobservable under IFRS 13.

 

When valuing properties being refurbished by Workspace, the residual value
method is used. The completed value of the refurbishment is determined as for
like-for-like properties above. Capital expenditure required to complete the
building is then deducted and a discount factor is applied to reflect the time
period to complete construction and allowance made for construction and market
risk to arrive at the residual value of the property.

 

The discount factor used is the property yield that is also applied to the ERV
to determine the value of the completed building. Other risks such as
unexpected time delays relating to planned capital expenditure are assessed on
a project-by-project basis, looking at market comparable data where possible
and the complexity of the proposed scheme.

 

Redevelopment properties are also valued using the residual value method. The
completed proposed redevelopment which would be undertaken by a residential
developer is valued based on the market value for similar sites and then
adjusted for costs to complete, developer's profit margin and a time discount
factor. Allowance is also made for planning and construction risk depending on
the stage of the redevelopment. If a contract is agreed for the
sale/redevelopment of the site, the property is valued based on agreed
consideration.

 

For all methods the valuers are provided with information on tenure, letting,
town planning and the repair of the buildings and sites.

 

The reconciliation of the valuation report total to the amount shown in the
consolidated balance sheet as investment properties, is as follows:

 

                                                30 September 2021  31 March  30 September

                                                £m                 2021      2020

                                                                   £m        £m
 Total per CBRE valuation report                2,271.4            2,324.2   2,450.3
 Deferred consideration on sale of property     (0.6)              (0.6)     (5.2)
 Head leases obligations                        26.3               26.3      26.3
 Less: reclassified as held for sale            -                  -         -
 Total investment properties per balance sheet  2,297.1            2,349.9   2,471.4

 

The Group's Investment properties are carried at fair value and under IFRS 13
are required to be analysed by level depending on the valuation method
adopted. The different valuation methods are as follows:

 

Level 1 -    Quoted prices (unadjusted) in active markets for identical
assets or liabilities that the entity can access at the measurement date.

Level 2 -    Use of a model with inputs (other than quoted prices included
in Level 1) that are directly or indirectly observable market data.

Level 3 -    Use of a model with inputs that are not based on observable
market data.

 

Property valuations are complex and involve data which is not publicly
available and involves a degree of judgement. All the investment properties
are classified as Level 3, due to the fact that one or more significant inputs
to the valuation are not based on observable market data. If the degree of
subjectivity or nature of the measurement inputs changes then there could be a
transfer between Levels 2 and 3 of classification. No changes requiring a
transfer have occurred during the current or previous year.

 

The following table summarises the valuation techniques and inputs used in the
determination of the property valuation at 30 September 2021.

 

Key unobservable inputs:

                                            ERVs - per sq. ft.       Equivalent yields
 Property category   Valuation  Valuation   Range        Weighted    Range        Weighted

                     £m         technique                average                  average
 Like-for-like       1,816.9    1           £12 - £66    £41         4.3% - 7.4%  5.7%
 Completed projects  155.2      1           £19 - £48    £28         5.4% - 6.4%  5.9%
 Refurbishments      157.7      2           £18 - £35    £25         3.6% - 6.3%  5.3%
 Redevelopments      97.6       2           £14 - £30    £20         3.6% - 6.8%  5.2%
 Other               43.4       1           £53 - £53    £53         4.9% - 4.9%  4.9%
 Head leases         26.3       n/a
 Total               2,297.1

 

1 = Income capitalisation method.

2 = Residual value method.

 

Developer's profit is a key unobservable input for redevelopments and
refurbishments at planning stage. The range is 10%-19% with a weighted average
of 15%.

 

Costs to complete is a key unobservable input for redevelopments at planning
stage with a range of £213-£268 per sq. ft. and a weighted average of £244
per sq. ft.

 

Costs to complete are not considered to be a significant unobservable input
for refurbishments due to the high percentage that is already fixed.

 

 

10. Trade and other receivables

 Current trade and other receivables                      30 September 2021  31 March  30 September 2020

                                                          £m                 2021      £m

                                                                             £m
 Trade receivables                                        10.0               11.4      14.0
 Prepayments, other receivables and accrued income        17.5               12.8      15.8
 Deferred consideration on sale of investment properties  0.6                5.1       5.2
                                                          28.1               29.3      35.0

 

Included within trade receivables is the provision for impairment of
receivables of £4.9m (March 2021: £4.6m, September 2020: £2.6m). In
accordance with IFRS16 £0.4m of covid-19 deferrals are being accounted for
within other receivables (March 2021: £1.1m, September 2020: £2.5m).

 

The deferred consideration arising on the sale of investment properties
relates to cash and overage. The overage has been fair valued by CBRE Limited
on the basis of residual value, using appropriate discount rates, and will be
revalued on a regular basis. This is a Level 3 valuation of a financial
asset, as defined by IFRS 13. The change in fair value recorded in the
Consolidated income statement was £nil (31 March 2021: loss of £0.2m, 30
September 2020: loss of £0.2m) (note 3(b)).

 

Receivables at fair value:

Included within deferred consideration on sale of investment properties is
£0.6m (March 2021: £5.1m, September 2020: £5.2m) of overage or cash which
is held at fair value through profit and loss.

 

Receivables at amortised cost:

The remaining receivables are held at amortised cost. There is no material
difference between the above amounts and their fair values due to the
short-term nature of the receivables. All the Group's trade and other
receivables are denominated in Sterling.

 

11. Cash and cash equivalents

                                           30 September 2021  31 March  30 September 2020

                                           £m                 2021      £m

                                                              £m
 Cash at bank and in hand                  68.1               183.6     4.3
 Restricted cash - tenants' deposit deeds  6.9                7.4       8.1
                                           75.0               191.0     12.4

 

Tenants' deposit deeds represent returnable cash security deposits received
from tenants and are ring-fenced under the terms of the individual lease
contracts.

 

12. Trade and other payables

                                             30 September 2021  31 March  30 September 2020

                                             £m                 2021      £m

                                                                £m
 Trade payables                              12.5               10.4      9.7
 Other tax and social security payable       24.6               3.6       13.2
 Corporation tax payable                     -                  -         -
 Tenants' deposit deeds (note 11)            6.9                7.4       8.1
 Tenants' deposits                           23.3               20.7      23.6
 Accrued expenses                            23.4               43.4      24.4
 Deferred income - rent and service charges  9.6                9.5       11.3
                                             100.3              95.0      90.3

 

There is no material difference between the above amounts and their fair
values due to the short-term nature of the payables.

 

 

 

13. Borrowings

 

(a) Balances

                                               30 September 2021  31 March  30 September 2020

                                               £m                 2021      £m

                                                                  £m
 Current
 5.6% Senior US Dollar Notes 2023 (unsecured)  -                  72.6      -
 5.53% Senior Notes 2023 (unsecured)           -                  84.0
 Non-current
 Bank loans (unsecured)                        (0.6)              (0.8)     126.2
 5.6% Senior US Dollar Notes 2023 (unsecured)  -                  -         77.5
 5.53% Senior Notes 2023 (unsecured)           -                  -         83.9
 3.07% Senior Notes 2025 (unsecured)           79.8               79.8      79.8
 3.19% Senior Notes 2027 (unsecured)           119.8              119.7     119.7
 3.6% Senior Notes 2029 (unsecured)            99.8               99.8      99.8
 Green Bond (unsecured)                        297.9              297.7     -
                                               596.7              752.8     586.9

 

 (b) Net Debt

                                     30 September 2021  31 March  30 September 2020

                                     £m                 2021      £m

                                                        £m
 Borrowings per (a) above            596.7              752.8     586.9
 Adjust for:
 Cost of raising finance             3.3                3.8       1.7
 Foreign exchange differences        -                  (8.1)     (13.1)
                                     600.0              748.5     575.5
 Cash at bank and in hand (note 11)  (68.1)             (183.6)   (4.3)
 Net Debt                            531.9              564.9     571.2

 

At 30 September 2021, the Group had £250m (31 March 2021: £250m, 30
September 2020: £123m) of undrawn bank facilities and £68.1m of unrestricted
cash (31 March 2021: £183.6m, 30 September 2020: £4.3m).

 

The Group has a loan to value covenant applicable to the Bank Loan and Senior
Debt Borrowings of 60% and Green Bond of 65%, and compliance is being
comfortably met. Loan to value at 30 September 2021 was 23% (March 2021: 24%,
September 2020: 23%).

 

The Group also has an interest cover covenant of 2.0x applicable to the Bank
Loan and Senior Debt Borrowings, and 1.75x applicable for the Green Bond. This
is calculated as net rental income divided by interest payable on loans and
other borrowings. At 30 September 2021 interest cover was 4.3x (31 March 2021:
3.8x, September 2020: 4.5x).

 

(c) Maturity

                                               Unaudited           Audited    Unaudited

                                               30 September 2021   31 March   30 September

                                               £m                  2021       2020

                                                                   £m         £m
 Repayable within one year                     -                   148.5      -
 Repayable between one and two years           -                   -          127.0
 Repayable between two and three years         -                   -          148.5
 Repayable between three years and four years  80.0                -          -
 Repayable between four years and five years   -                   80.0       80.0
 Repayable in five years or more               520.0               520.0      220.0
                                               600.0               748.5      575.5
 Cost of raising finance                       (3.3)               (3.8)      (1.7)
 Foreign exchange differences                  -                   8.1        13.1
                                               596.7               752.8      586.9

 

(d) Interest rate and repayment profile

                                                                  Principal at  Interest      Interest     Repayable

                                                                  period end    rate          payable

                                                                  £m
 Current
 Bank overdraft due within one year or on demand (£2m facility)   -             Base +2.25%   Variable     On demand

 Non-current
 Private Placement Notes:
 3.07% Senior Notes                                               80.0          3.07%         Half Yearly  August 2025
 3.19% Senior Notes                                               120.0         3.19%         Half Yearly  August 2027
 3.6% Senior Notes                                                100.0         3.6%          Half Yearly  January 2029
 Revolver loan                                                    -             LIBOR +1.65%  Monthly      June 2022 & 2023
 Green Bond                                                       300.0         2.25%         Yearly       March 2028
                                                                  600.0

 

(e) Derivative financial instruments

 

In the previous period the Group had cross currency swaps to ensure the US
Dollar liability streams generated from the US Dollar Notes were fully hedged
into Sterling for the life of the transaction. Through entering cross currency
swaps the Group had created a synthetic Sterling fixed rate liability
totalling £64.5m. The Debt was repaid in the period and subsequently the
Derivative was derecognised.

The swaps were designated as a cash flow hedge with changes in fair value
dealt with in other comprehensive income. The Group elected to continue
applying hedge accounting as set out in IAS 39 to these swaps as permitted by
IFRS 9.

Hedge effectiveness is determined at the inception of the hedge relationship,
and through periodic prospective effectiveness assessments to ensure that an
economic relationship exists between the hedged item and hedging instrument.
The critical terms of this hedging relationship perfectly matched at
origination, so for the prospective assessment of effectiveness a qualitative
assessment was performed. Quantitative retrospective effectiveness tests using
the hypothetical derivative method are performed at each period end to
determine the continuing effectiveness of the relationship. Sources of hedge
ineffectiveness include credit risk or changes made to the critical terms of
the hedged item or the hedging instrument.

 

The effects of the cash flow US Dollar swap hedging relationship is as
follows:

 

                                                        30 September 2021  31 March   30 September 2020

                                                        £m                 2021       £m

                                                                           £m
 Carrying amount of derivative                          -                  8.7        14.3
 Change in fair value of designated hedging instrument  -                  (9.8)      (4.2)
 Change in fair value of designated hedged item         -                  8.6        3.7
 Notional amount £m                                     -                  64.5       64.5
 Notional amount ($m)                                   -                  100        100
 Rate payable (%)                                       -                  5.66%      5.66%
 Maturity                                               -                  June 2023  June 2023
 Hedge ratio                                            -                  1:1        1:1

 

 

 

(f) Financial instruments and fair values

                                                        Unaudited           Unaudited           Audited      Audited      Unaudited           Unaudited

                                                        30 September 2021   30 September 2021   31 March     31 March     30 September 2020   30 September 2020

                                                        Book Value          Fair Value          2021         2021          Book Value         Fair Value

                                                        £m                  £m                  Book Value   Fair Value   £m                  £m

                                                                                                £m           £m
 Financial liabilities held at amortised cost
 Bank loans                                             (0.6)               (0.6)               (0.8)        (0.8)        126.2               127.0
 Private Placement Notes                                299.4               323.9               455.9        478.1        460.8               491.6
 Lease obligations                                      26.3                26.3                26.3         26.3         26.3                26.3
 Green Bond                                             297.9               321.8               297.7        297.7        -                   -
                                                        623.0               671.4               779.1        801.3        613.3               644.9
 Financial assets at fair value

 through other comprehensive income
 Derivative financial instruments:
 Cash flow hedge - derivatives used for hedging         -                   -                   8.7          8.7          14.3                14.3
 Other Investments                                      7.9                 7.9                 7.9          7.9          7.9                 7.9
                                                        7.9                 7.9                 16.6         16.6         22.2                22.2
 Financial assets at fair value through profit or loss
 Deferred consideration (overage)                       0.6                 0.6                 5.1          5.1          5.2                 5.2
                                                        0.6                 0.6                 5.1          5.1          5.2                 5.2

 

In accordance with IFRS 13 disclosure is required for financial instruments
that are carried or disclosed in the financial statements at fair value. The
fair values of all the Group's financial derivatives, bank loans and Private
Placement Notes have been determined by reference to market prices and
discounted expected cash flows at prevailing interest rates and are Level 2
valuations. There have been no transfers between levels in the year. The
different levels of valuation hierarchy as defined by IFRS 13 are set out in
note 9.

 

The total change in fair value of derivative financial instruments recorded in
other comprehensive income was a £nil (March 2021: loss of £9.8m, September
2020: loss of £4.2m).

 

14. Lease obligations

 

Lease liabilities in respect of leased investment property are recognised in
accordance with IFRS 16.

                                                           Unaudited           Audited    Unaudited

                                                           30 September 2021   31 March   30 September

                                                           £m                  2021       2020

                                                                               £m         £m
 Leases repayable in two years or more                     26.3                26.3       26.3

 Minimum lease payments under leases fall due as follows:

 Within one year                                           1.6                 1.6        1.6
 Between two and five years                                6.6                 6.6        6.6
 Beyond five years                                         147.6               148.4      149.2
                                                           155.8               156.6      157.4
 Future finance charges on leases                          (129.5)             (130.3)    (131.1)
 Present value of lease liabilities                        26.3                26.3       26.3

 

 

15. Notes to cash flow statement

 

Reconciliation of profit for the year to cash generated from operations:

                                                            6 months ended 30 September 2021 £m   6 months                        Year ended

                                                                                                   ended 30 September 2020 £m     31 March 2021

                                                                                                                                  £m
 Profit/(Loss) before tax                                   3.4                                   (110.4)                         (235.7)
 Depreciation                                               0.9                                   0.9                             2.0
 Amortisation of intangibles                                0.4                                   0.3                             0.9
 Loss on disposal of investment properties                  3.5                                   0.2                             0.1
 Other expenses                                             -                                     0.2                             0.2
 Net loss from change in fair value of investment property  14.9                                  125.3                           257.7
 Equity settled share based payments                        0.3                                   1.5                             2.5
 Finance expense                                            10.5                                  11.8                            23.8
 Exceptional finance costs                                  -                                     -                               16.4
 Changes in working capital:
 Increase in trade and other receivables                    (3.2)                                 (9.8)                           (4.4)
 Increase/ (decrease) in trade and other payables           17.6                                  5.6                             (1.1)
 Cash generated from operations                             48.3                                  25.6                            62.4

 

For the purposes of the cash flow statement, cash and cash equivalents
comprise the following:

                                           30 September 2021  31 March  30 September

                                            £m                2021      2020

                                                              £m        £m
 Cash at bank and in hand                  68.1               183.6     4.3
 Restricted cash - tenants' deposit deeds  6.9                7.4       8.1
                                                              191.0

                                           75.0                         12.4

 

 

 

16. Capital commitments

 

At the period end the estimated amounts of contractual commitments for future
capital expenditure not provided for were:

                                                         Unaudited           Audited    Unaudited

                                                         30 September 2021   31 March   30 September

                                                         £m                  2021       2020

                                                                             £m         £m
 Construction or refurbishment of investment properties  3.2                 4.2        4.2

 

 

17. Share Capital

                                                 Unaudited           Audited    Unaudited

                                                 30 September 2021   31 March   30 September

                                                 £m                  2021       2020

                                                                     £m         £m
 Issued: fully paid ordinary shares of £1 each   181.1               181.1      181.1

 

 Movements in share capital were as follows:  Unaudited      Audited      Unaudited

                                              30 September   31 March     30 September

                                              2021           2021         2020

                                              £m             £m           £m
 Number of shares at 1 April                  181,113,594    180,747,868  180,747,868
 Issue of shares                              10,065         365,726      358,557
 Number of shares at period end               181,123,659    181,113,594  181,106,425

 

The Group has issued shares to satisfy the exercise of employee share option
schemes.

 

 

 

18. Post balance sheet events

 

In November 2021, the Group completed the acquisition of The Busworks business
for £45m.

 

 

Responsibility statement of the directors in respect of the half-yearly
financial report

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance
with IAS 34 Interim Financial Reporting as adopted for use in the UK;

• the interim management report includes a fair review of the information
required by:

(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.

 

The Directors of Workspace Group PLC are listed in the Workspace Group PLC
Annual Report and Accounts for 31 March 2021. A list of current Directors is
maintained on the Workspace Group website: www.workspace.co.uk
(http://www.workspace.co.uk) .

 

Approved by the Board on 16 November 2021 and signed on its behalf by

 

 

 

 

 

D Benson

Director

 

 

INDEPENDENT REVIEW REPORT TO WORKSPACE GROUP PLC

Conclusion

We have been engaged by the Group to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
September 2021 which comprises the Consolidated Income Statement, Consolidated
Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated
Statement of Changes in Equity, Consolidated Statement of Cash Flows and the
related explanatory notes.

 

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2021 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").
Scope of review

We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the Auditing
Practices Board for use in the UK. 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.
We read the other information contained in the half-yearly financial report
and consider whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial
statements.

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.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been
approved by, the directors.  The directors are responsible for preparing the
half-yearly financial report in accordance with the DTR of the UK FCA.

As disclosed in note 1, the  latest annual financial statements of the group
were prepared in accordance with International Financial Reporting Standards
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European
Union and in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and the next annual financial
statements will be prepared in accordance with UK-adopted international
accounting standards.  The directors are responsible for preparing the
condensed set of financial statements included in the half-yearly financial
report in accordance with IAS 34 as adopted for use in the UK.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Group in accordance with the terms of our engagement to assist the Group in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the Group those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group for our review work, for this report, or for the conclusions we have reached.

 

Richard Kelly

for and on behalf of KPMG LLP

Chartered Accountants

15 Canada Square

London

E14 5GL

16 November 2021

 

Principal Risks and uncertainties

 

The Board assesses and monitors the key risks of the business. The key risks
that could affect the Group's medium-term performance and the factors which
mitigate these risks, have not materially changed from those set out in the
Group's Annual Report and Accounts 2021 and have been assessed in line with
the requirements of the 2019 UK Corporate Governance Code. They are
reproduced below. The Board is satisfied that we continue to operate within
our risk profile.

 

The Covid-19 pandemic has had a significant impact on Workspace and its
customers.  A Covid-19 working group was set up to identify specific risks in
relation to the pandemic and implement an action plan to address these
risks.  Key areas of consideration included employees, customers, regulation,
properties, financing and a back-to-business plan following the easing of
restrictions.

 

 

             Risk area                                                            Mitigating activities
 Brexit                                                                           ·  Modelling and stress testing our business plans and viability throughout

                                                                                the year, including loan covenants and borrowing levels

                                                                                ·  Reviewing and monitoring loan covenants and borrowing levels
 The UK has now entered into a trade agreement with the EU, removing the most

 significant risk of a no-deal Brexit. The Risk Committee and the Board have      ·  Regular communication with customers and stakeholders to gather
 continued to consider the potential impacts that Brexit may have on the          information on potential Brexit impacts
 business throughout the year.

                                                                                ·  Review of any key contracts which may be impacted by Brexit

                                                                                ·  Consideration of the potential impact on employees and communication with
 Workspace operates solely in London with no international activities. The        staff as and when applicable
 main risks to the Group are the impact on the UK economy and Workspace

 customers.                                                                       ·  Liaising with our advisors on any potential changes to regulation which
                                                                                  may arise
 Customer demand                                                                  ·  Launched a new, more intuitive consumer website to grow direct web

                                                                                enquiries and drive organic search

                                                                                ·  Broad mix of buildings across London with different office experiences at
 Demand for our flexible office space declining as a result of social, economic   various price points to match customer requirements
 or competitive factors, which impacts on:

                                                                                ·  Pipeline of refurbishment and redevelopments to further enhance the
 ·   Fall in occupancy levels at our properties                                   portfolio

 ·   Falling rent roll                                                            ·  Weekly meeting to track enquiries, viewings and lettings to closely track

                                                                                customer trends and amend pricing as demand changes
 ·   Reduction in property valuation

                                                                                ·  Centre staff maintain ongoing relationships with our customers to
                                                                                  understand their requirements and implement change to meet their needs

                                                                                  ·  Business plans are stress tested to assess the sensitivity of forecasts

                                                                                to reduced levels of demand and implement contingency measures.

                                                                                ·  Initiated a brand campaign to raise awareness of our differentiated brand
 The move to more flexible working, particularly working patterns, has            offer with digital and out of home advertising
 accelerated in the past year as a result of Covid-19. Opportunities for growth
 could be missed without a clear branding strategy to meet these changing
 demands.

 Valuation                                                                        ·  Market-related valuation risk is largely dependent on external factors.

                                                                                We maintain a conservative LTV ratio which can withstand a severe decline in
                                                                                  property values without covenant breaches

 Value of our properties decreasing as a result of external market or internal    ·  We monitor changes in sentiment in the London real estate market, yields
 management factors, impacting on:                                                and pricing to track possible changes in valuation. CBRE, the leading

                                                                                full-service real estate services and investment organisation in the world,
 ·   Financing covenants linked to loan to value ratio                            provides twice yearly valuations of all our properties.

 ·   Impact on share price                                                        ·  Alternative use opportunities, including mixed-use developments, are

                                                                                actively pursued across the portfolio.

 Customer payment default                                                         ·  Rent collections have been impacted during the year as a result of the

                                                                                moratorium put in place by the Government which limits the use of some debt
                                                                                  recovery methods.

 Covid-19 and its impact on the economy has resulted in an increase in            ·  The impact has been mitigated by strong credit control processes in place
 customers defaulting on their rental payments. A continued economic downturn     and an experienced team of credit controllers, able to make quick decisions
 could result in further pressure on rent collection figures with a prolonged     and negotiate with customers for payment. In addition, we hold a three month
 period of companies failing leading to a decline in occupancy and increase in    deposit for the majority of customers.
 office vacancies, which impacts on:

                                                                                ·  Centre staff maintain relationships with customers and can identify early
 ·   Negative cash flow and increasing interest costs                             signs of potential issues.

 ·   Breach of financial covenants

 Risk area                                                                        Mitigating activities
 Acquisition pricing                                                              ·  We have an acquisition strategy determining key criteria such as

                                                                                location, size and potential for growth. These criteria are based on the many
                                                                                  years of knowledge and understanding of our market and customer demand.

 Inadequate appraisal and due diligence of a new acquisition could lead to        ·  A detailed appraisal is prepared for each acquisition and is presented to
 paying above market price leading to a negative impact on valuation and rental   the Investment Committee for challenge and discussion prior to authorisation
 income targets, which impacts on:                                                by the Board. The acquisition is then subject to thorough due diligence prior

                                                                                to completion.
 ·   Negative impact on valuation

                                                                                ·  Workspace will only make acquisitions that are expected to yield a
 ·   Impact on overall shareholder return                                         minimum return and will not knowingly overpay for an asset.

 Third party relationships                                                        ·  Workspace has in place a robust tender and selection process for key

                                                                                contractors and partners. Contracts contain service level agreements which are
                                                                                  monitored regularly and actions taken in the case of underperformance.

 Poor performance from one of Workspace's key contractors or third party          ·  For key services, Workspace maintains relationships with alternative
 partners could result in an interruption to or reduction in quality of our       providers so that other solutions would be available if the main contractor or
 service offering to customers or could lead to significant disruptions and       third party was unable to continue providing their services. Processes are in
 delays in any refurbishment or redevelopment projects. Which could impact:       place for identifying key suppliers and understanding any specific risks that

                                                                                require further mitigation.
 ·   Decline in customer confidence

                                                                                ·  We have committed to being London Living Wage compliant
 ·   Increase project or operational costs                                        for all contractors by April 2022.

 ·   Fall in customer demand

 Regulatory                                                                       ·  Health and safety is one of our primary concerns, with strong leadership

                                                                                promoting a culture of awareness throughout the business. We have
                                                                                  well-developed policies and procedures in place to help ensure that any

                                                                                workers, employees or visitors on site comply with strict safety guidelines
 Failure to meet regulatory requirements and/or lack of knowledge about           and we work with well-respected suppliers who share our high quality standards
 changing regulation in property development, finance or health and safety.       in health and safety.

                                                                                  ·  Health and safety management systems are reviewed and updated in line

                                                                                with changing regulation and regular audits are undertaken to identify any
 Regulatory infringements can lead to fines, tax penalties, health and safety     potential improvements.
 sanctions or more stringent regulatory controls which can also affect our

 corporate reputation, development activity and customer demand.                  ·  Sustainability requirements have an increasing importance for the Group

                                                                                and it is a responsibility we take seriously. We have committed to a Carbon
                                                                                  Zero target of 2030 and we are implementing the TCFD recommendations.

 Resourcing                                                                       ·  We have a robust recruitment process to attract new joiners and

                                                                                established interview and evaluation processes with a view to ensuring a good
                                                                                  fit with the required skill set and our valued corporate culture. Various

                                                                                incentive schemes align employee objectives with the strategic objectives of
 An inability to recruit and retain talented employees in key areas could lead    the Group to motivate employees to work in the best interests of the Group and
 to:                                                                              its stakeholders. This is supported by a robust appraisal and review process

                                                                                for all employees.
 ·   Increased costs from high staff turnover

                                                                                ·  Our HR and Support Services teams run a detailed training and development
 ·   Adverse impact on brand and reputation                                       programme designed to ensure employees are supported and encouraged to

                                                                                progress with learning and study opportunities. The HR function was this year
 ·   Delay to growth plans                                                        strengthened by the newly created appointment of a Head of People who will

                                                                                coordinate all activities to attract and retain talented employees.

                                                                                ·  We have a strong internal culture based on our Company values which
                                                                                  encourage independent thought and initiative which is articulated in our four

                                                                                key values:

                                                                                  - Know your stuff.

                                                                                  - Find a way.

                                                                                  - Show we care.

                                                                                  - Be a little bit crazy.

 Cyber security                                                                   ·  Cyber security risk is managed using a mitigation framework comprising

                                                                                network security, IT security policies and third party risk assessments.
                                                                                  Controls are regularly reviewed and updated and include technology such as

                                                                                next generation firewalls, multi layered access control through to people
 Malicious threats to information systems could lead to:                          solutions such as user awareness training and mock-phishing emails.

                                                                                  ·  Assurance of the frameworks performance is gained through an independent

                                                                                maturity assessment, penetration testing and network vulnerability testing,
 ·   Loss of critical data                                                        all performed annually.

 ·   Financial loss due to fraud

 ·   Reputational damage amongst customers

 Risk area                                                                        Mitigating activities
 Financing                                                                        ·  We regularly review funding requirements for business plans and ensure we

                                                                                have a wide range of options to fund our forthcoming plans.  We also prepare
 Reduced availability of financing options could result in:                       a five-year business plan which is reviewed and updated annually

                                                                                  ·  We have a broad range of funding relationships in place and regularly

                                                                                review our refinancing strategy
 ·   Inability to fund business plans

                                                                                ·  Loan covenants are monitored and reported to the Board on a monthly basis
 ·   Restricted ability to invest in new opportunities                            and we undertake detailed cashflow monitoring and forecasting.

 ·   Increased interest costs.                                                    ·  We extended our Revolving Credit Facility for a further year and launched

                                                                                a successful £300m Green Bond in the prior year, providing the group with
 ·   Negative reputational impact amongst lenders and in the investment           adequate funds for future plans.
 community

 

 

 

 

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