31st Jul 2014 07:00
31 JULY 2014
INTU PROPERTIES PLC
INTERIM REPORT FOR THE HALF YEAR ENDED 30 JUNE 2014
David Fischel, Chief Executive, commented:
"Intu has recorded a strong first half performance with a 7.6 per cent like-for-like valuation uplift, increasing net asset value per share to 372p and taking the overall market value of our prime UK shopping centres to £8.8 billion. The initial indications from the major centres we acquired in the period, now rebranded as intu Merry Hill and intu Derby, are very positive. The letting market is showing encouraging signs of improvement and we are gaining further momentum with our £1.2 billion active management and development pipeline."
A presentation to analysts and investors will take place at UBS, 1 Finsbury Avenue, London EC2 at 09.30BST on 31 July 2014. The presentation will also be available to international analysts and investors through a live audio call and webcast. The presentation will be available on the Group's website intugroup.co.uk. A copy of this announcement is available for download from our website intugroup.co.uk.
Enquiries:
Intu Properties plc | ||
David Fischel | Chief Executive | +44 (0)20 7960 1207 |
Matthew Roberts | Chief Financial Officer | +44 (0)20 7960 1353 |
Adrian Croft | Head of Investor Relations | +44 (0)20 7960 1212 |
Public relations | ||
UK: | Michael Sandler/Wendy Baker, Hudson Sandler | +44 (0)20 7796 4133 |
SA: | Frédéric Cornet/Nick Williams, Instinctif Partners | +27 (0)11 447 3030 |
Contents:
First Half 2014 Highlights | |
Operating and Financial Review | |
Key Risks and Uncertainties | |
Directors' Responsibility Statement | |
Independent Review Report | |
Unaudited Financial Information | |
Other Information | |
Dividends | |
Glossary | |
Top Properties |
NOTES FOR EDITORS
Intu owns and operates some of the very best shopping centres, in some of the strongest locations right across the country, including nine of the UK's top 20. You can find the UK's top retailers in our shopping centres, alongside some of the world's most iconic global brands.
With over 21 million sq ft of retail space, our centres attract over 400 million customer visits a year and more than two thirds of the UK population live within a 45 minute drive time of one of our centres.
At the forefront of UK shopping centre evolution since the 1970s, our focus is on creating compelling destinations for customers with added theatre.
Our nationwide consumer facing shopping centre brand is transforming our customer experience and digital proposition, including a transactional website with a view to providing the UK's leading shopping centre experience both on and off-line.
We have an investment plan of £1.2 billion over the next ten years with projects at most of our centres.
Over 80,000 people are employed at our centres across the UK and we are fully committed to supporting our local communities and the wider environment through meaningful and hands-on initiatives.
For further information see intugroup.co.uk
This announcement contains "forward-looking statements" regarding the belief or current expectations of Intu Properties plc, its Directors and other members of its senior management about Intu Properties plc's businesses, financial performance and results of operations.
These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Intu Properties plc and are difficult to predict, that may cause actual results, performance or developments to differ materially from any future results, performance or developments expressed or implied by the forward-looking statements. These forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Intu Properties plc makes no representation or warranty in relation to them and expressly disclaims any obligation to update or revise any forward-looking statements contained herein to reflect any change in Intu Properties plc's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Any information contained in this announcement on the price at which shares or other securities in Intu Properties plc have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
FIRST HALF 2014 HIGHLIGHTS
· NAV per share increased to 372 pence reflecting £573 million (44 pence per share) property valuation gain, 7.6 per cent like-for-like, driven by strong investment demand for prime shopping centres
· Acquired two top 20 UK shopping centres in £855 million transaction, funded by £500 million rights issue and asset-specific debt facilities; centres now rebranded as intu Merry Hill and intu Derby
· Underlying earnings per share 6.4 pence (2013 - 6.8 pence); like-for-like net rental income impacted by upcoming developments, partly offset by lower average finance costs
· Continuing improvement in retailer demand for quality space:
o 98 long term leases signed for £15 million new annual rent, 4 per cent above previous passing rent and in line with valuation assumptions
o encouraging progress stimulated by Intu's investment activity - some 140 lettings in solicitors' hands
· Formed joint venture at intu Uxbridge introducing 80 per cent partner for £175 million, a small premium to 31 December 2013 book value
· Occupancy improved at 96 per cent (31 December 2013 - 95 per cent); footfall up one per cent year on year to 30 June
· Projects completed at intu Metrocentre (new Platinum Mall to be followed by restaurants), intu Lakeside (new food court) and underway at intu Eldon Square (mall upgrade to be followed by restaurants), intu Potteries (cinema and restaurants), intu Victoria Centre (restaurants and reconfigurations) and progress with intu Watford's Charter Place extension (cinema anchor signed)
Financial highlights 1
Six months ended 30 June | ||||||||
| ||||||||
2014 | 2013 | |||||||
Net rental income (£m) 2 | 189 | 181 | ||||||
Underlying earnings (£m) | 72 | 68 | ||||||
Property revaluation surplus (£m) 2 | 573 | 70 | ||||||
Profit for the period (£m) | 602 | 200 | ||||||
Underlying EPS (pence) | 6.4 | 6.83 | ||||||
Dividend per share (pence) | 4.6 | 4.63 | ||||||
30 June | 31 December | |||||||
2014 | 2013 | |||||||
Market value of investment properties (£m) 2 | 8,843 | 7,624 | ||||||
Net external debt (£m) 2 | 3,924 | 3,698 | ||||||
Net assets attributable to shareholders | 4,546 | 3,519 | ||||||
NAV per share (diluted, adjusted) (pence) | 372 | 3463 | ||||||
Debt to assets ratio (per cent) | 44.4 | 48.5 | ||||||
1 Please refer to glossary for definition of terms 2 Including Group share of joint ventures 3 Adjusted for rights issue bonus factor
OPERATING AND FINANCIAL REVIEW
OPERATING REVIEW
INTRODUCTION AND OUTLOOK
Introduction
Intu has had a strong first half of 2014, with major transactions and a high level of investment activity across the whole business demonstrating tangible progress and considerable momentum.
Our long-standing focus on developing, investing in and creatively managing the very best shopping centres has resulted in strong revaluation gains as direct investors have recognised the long-term value of the asset class. As a result, the Group's NAV per share has increased notably, further enhanced by our capital structure.
The Group is now required under IFRS to account for joint ventures as a single line on each of the income statement and balance sheet. As management reviews the business including the Group's share of joint ventures on a more detailed basis, the financial analysis and information included in this Operating and Financial Review is presented for the Group, including its share of joint ventures' results and assets, on a line by line basis (refer to note 29 and the other information section of this report for more details and a reconciliation between the two bases).
Overview of first half 2014 activity
We acquired interests in two of the UK's top 20 shopping centres, on attractive terms and each with distinct and clear value creation opportunities, and our business now includes nine of the UK's top 20 shopping centres. Our increased scale and national coverage will enhance the range and quality of the experience we offer to customers, the expertise and efficiency of our asset management and the opportunities we offer to retailers and other commercial partners.
Specifically, in the period we have reached milestones in each of our key areas of focus:
· Seizing opportunities for profitable expansion
o completed major acquisitions and have teams in place to implement our asset management plans for intu Merry Hill and intu Derby - initial indications are positive and reinforce our investment case
o achieved good progress on catering and leisure-led projects, sectors which saw strong turnover growth in the period and represent an increasing proportion of our space
o completed intu Metrocentre Platinum Mall and intu Lakeside food court projects on time and on budget
· Optimising performance of existing assets through active asset management
o continuing improvement in retailer demand with good level of lettings completed and in progress
o in particular significant tenant interest stimulated by Intu's investment activity, whether in progress or planned
o increased occupancy at 96 per cent (31 December 2013 - 95 per cent)
· Continuing to improve financial flexibility
o introduction of 80 per cent joint venture partner at intu Uxbridge, releasing capital while retaining scale and the management role
o intu Trafford Centre long-dated debt structure tapped for £110 million, releasing capital as the valuation rises; attractive rate secured on €95 million local debt by joint venture on Parque Principado, Northern Spain
o net debt to assets ratio reduced by valuation gains to 44.4 per cent (31 December 2013 - 48.5 per cent)
o cash and undrawn committed facilities of £510 million at 30 June 2014
· Distinguishing Intu from competitors through brand and digital presence
o continuing to show footfall market share gains
o high quality, Intu-owned Wi-Fi now live in 11 centres, approaching four million connections by over one million individual subscribers
o intu Merry Hill and intu Derby rebranded, broader integration underway
We have generated a very strong valuation performance in the positive market for direct property investment. The on-going repositioning of several centres continues to affect earnings metrics:
· property valuations increased 7.6 per cent like-for-like, well above IPD monthly index, retail, capital increase of 3.5 per cent due to the portfolio focus on the best prime centres
· net asset value per share (diluted, adjusted) increased to 372 pence including 44 pence of revaluation gains
· underlying earnings per share 6.4 pence (2013 - 6.8 pence); like-for-like net rental income down 3.6 per cent reflecting impact of development, expiry and administration-related vacancies, partly offset by higher underlying rents on new lettings; weighted average finance costs reduced following 2013 debt restructuring. To view Chart 1, which shows Intu's asset valuations, please paste the following URL into the address bar of your browser:
Outlook and priorities
We are encouraged by the continuing improvement in consumer sentiment and gradual growth in national retail sales. Our pipeline of lettings is indicative of increased retailer appetite for a physical presence in the best shopping centres, particularly those where change and investment are under way.
As we continue to prepare for our larger projects, units held vacant or on flexible terms are now 2.5 per cent of Group ERV, excluding recently acquired centres. We anticipate that this factor, combined with the temporary friction of lease expiry concentrations and the residual impact of tenant failures, will continue into the second half year to exceed the increased passing rent on like-for-like lettings. Hence the short-term indicator of like-for-like net rental income is likely to continue to show a reduction in the second half of 2014, albeit at a lower rate than the first half.
We will maintain our focus on the four areas which we believe will deliver strong total returns over the medium term, with objectives for the second half including:
· continuing to progress profitable expansion through our £1.2 billion organic development pipeline in the UK and opportunities in Spain
· optimising the performance of our existing assets by implementing our centre-specific asset management objectives including intu Merry Hill and intu Derby and crystallising tenant interest in developments into firm pre-letting commitments
· continuing to improve our financial flexibility
· further distinguishing intu for retailers and customers through the enlarged brand presence, and from initiatives to enhance the customer experience, including upgraded digital activities to link with the physical malls
UK RETAIL PROPERTY MARKET
UK retail property investment market
The improvement in the UK economy combined with increases in consumer confidence and retail sales has boosted investor demand for shopping centres with considerable investment activity in the first half of 2014.
The increased weight of money looking to invest in the shopping centre market has led to yields compressing and capital values rising as bidding processes have become increasingly competitive. This has been most noticeable at the prime end of the market but has also spread across other shopping centre sub-sectors.
The IPD monthly index confirms this trend, with retail capital values up 3.5 per cent in the six months to June 2014. The June rise of 1.1 per cent was the highest monthly increase for over four years. IPD has shown retail rental values now beginning to increase after some years of decline, a directional change which we would expect to drive further investor appetite.
UK retail property occupational market
The UK economy has continued to grow with Q2 2014 GDP up 0.8 per cent, a sixth consecutive quarter of growth, and year on year to 30 June 2014 up 3.1 per cent. This improvement, combined with a fall in unemployment to the lowest level since 2008, has led to a significant increase in consumer confidence.
This in turn has resulted in a sustained rise in consumer spending with higher like-for-like non-food retail sales now reported by the BRC for 24 consecutive months with over 3 per cent growth shown in the year to June 2014. This improvement has come despite year on year wage growth still lagging behind inflation. To view Chart 2, which shows Intu's like-for-like non-food retail sales, please paste the following URL into the address bar of your browser:
Changing UK retail market and intu's response
In 2013, we launched our new national consumer brand, intu, in response to the changing retail landscape. Shopping is no longer just about buying things you need, today's customers demand much more and their spend is very clearly linked to dwell time in our centres.
Shopping centres are now expected to offer convenience, choice, great tenant mix, flagship stores, home delivery, click and collect, leisure activities, great dining options, entertainment, socialising, communicating and a place to meet with friends and family.
We are evolving our centres. Our brand enables us to distinguish ourselves and communicate the change. By giving our customers a great experience, they will come more often and stay longer, driving spend for the benefit of our tenants.
Our new "tell intu" customer research programme indicates that those who rate the experience more highly spend significantly more. Positive feedback on staff interaction show us that we are on the right path with our World Class Service initiative and development of our signature customer experience programme, now accredited by the Institute of Customer Service.
Our strategy is to align more closely the physical and digital experience and intu.co.uk, with its transactional marketplace, enables us to engage with retailers' multi-channel teams and strategies. The websites will shortly be upgraded to be fully mobile responsive as over two thirds now access from mobile devices. Our first conversion of an on-line only retailer from intu.co.uk into a physical tenant opened in June, and we expect more to come.
Our strategy of increasing mobile connectivity continues with high quality Wi-Fi now available at 11 centres and 4G coming to six centres. To illustrate our focus on quality, intu's Wi-Fi has around ten times more access points than a typical installation. Total connections are now approaching four million, a million individuals, with well over half opting to receive marketing information. As well as our existing centre-specific apps we are developing a mobile wayfinding app which will provide a platform for location-based messaging of offers and events for retailers.
The reach of our centres nationally, with 400 million footfall, is facilitating high quality commercial partnerships to provide interesting installations for customers such as Elite model agency and Diet Coke combining to enhance our student nights, Samsung and Microsoft demonstrating product launches and film distributors bringing interactive workshops to our centres, directly helping drive retailer sales and providing additional revenue for Intu.
DELIVERING ON OUR STRATEGY
Performance
Valuation
The aggregate valuation gains on our investment property including the Group's share of joint ventures was £573 million, 7.6 per cent like-for-like in the period, significantly ahead of the IPD monthly index, retail, which was up 3.5 per cent.
The weighted average nominal equivalent yield at 30 June 2014 was 5.35 per cent, a like-for-like reduction of 45 basis points in the period, reflecting strong investment market conditions as well as our ongoing asset management initiatives maintaining the prime nature of our assets. Based on the gross portfolio value, the net initial yield "topped-up" for the expiry of rent free periods was 4.66 per cent.
On a like-for-like basis, ERV is broadly unchanged in the period. The most significant movement was an increase in headline rent at intu Trafford Centre to £410 ITZA.
First | Second | First | |
half | half | half | |
2014 | 2013 | 2013 | |
Group1 revaluation surplus - like-for-like | +7.6% | +0.8% | +1.0% |
IPD2 capital growth | +3.5% | +2.0% | -1.1% |
Group1 weighted average nominal equivalent yield | 5.35% | 5.79% | 5.85% |
Like-for-like change in Group nominal equivalent yield | -45bp | -6bp | -9bp |
IPD2 equivalent yield shift | -30bp | -18bp | +1bp |
Group1 "topped-up" initial yield (EPRA) | 4.66% | 4.97% | 5.10% |
Group1 change in like-for-like ERV | +0.2% | +0.1% | +0.2% |
IPD2 change in rental value index | -0.1% | -0.5% | -0.8% |
1 Including Group share of joint ventures 2 IPD monthly index, retail
All but three of our shopping centres have increased in value during the period with 35 to 60 basis points equivalent yield compression for the most prime centres and 5 to 25 basis points for others. Other factors such as upcoming development or expiry cycles have offset this movement in some centres' overall valuations. In these cases we are confident that completion of asset management initiatives will reverse short-term earnings impacts giving scope for improved valuations without further market yield shift.
The major super-regional centres have significantly out-performed due to clear investment demand for such assets. The larger city centre shopping centres have not seen the full impact but have continued to show growth. We have seen slight reductions in others where the rental value upside from improvement expenditure has not yet been fully reflected in prospective ERVs or where expiry cycles have increased voids.
The table below shows the components of the £573 million overall surplus
Market value | ||||
30 June | 31 December | |||
2014 | 2013 | Surplus/(deficit) | ||
£m | £m | £m | % | |
intu Trafford Centre | 2,200 | 1,900 | 300 | 16% |
intu Lakeside | 1,248 | 1,125 | 118 | 11% |
intu Metrocentre | 922 | 885 | 33 | 4% |
Manchester Arndale | 425 | 399 | 26 | 6% |
intu Milton Keynes | 267 | 251 | 16 | 6% |
intu Eldon Square | 265 | 250 | 11 | 5% |
intu Braehead | 602 | 602 | - | - |
intu Potteries | 162 | 163 | (2) | (1)% |
intu Victoria Centre | 299 | 306 | (13) | (4)% |
Others including non like-for-like | 2,453 | 1,743 | 84 | |
Investment and development property | ||||
including Group's share of joint ventures | 8,843 | 7,624 | 573 | |
· intu Trafford Centre has benefited from an increase in headline Zone A rent as well as a 63 bp yield improvement
· intu Lakeside has benefited from progress with planning as well as a 50 bp improvement in yield for super-regional centres
· intu Metrocentre has benefited from a 35 bp improvement in yield for super-regional centres but short term income reductions in parts of the centre earmarked for redevelopment have affected the overall valuation
· Manchester Arndale and intu Milton Keynes have benefitted from around 30 bp yield improvement
· intu Eldon Square has benefited from a 45 bp improvement in yield but the broader impact of accrued development expenditure has not yet been reflected in the valuation ERV
· intu Braehead and intu Potteries (both marginal deficits) have seen small equivalent yield contraction but this has been offset in the valuations by short term reductions to income arising from lease expiry concentrations
· intu Victoria Centre has benefitted from a 40 bp yield improvement but accrued development expenditure and short term income reductions ahead of redevelopment have affected the overall valuation
Operating metrics
First half | First half | Full year | |||
2014 | 2013 | 2013 | |||
Occupancy | 96% | 95% | 95% | ||
- of which, occupied by tenants trading in administration | 1% | 1% | 1% | ||
Leasing activity - number, new rent | 98, £15m | 95, £23m | 201, £42m | ||
- new rent relative to previous passing rent | 4% above | 3% above | 4% above | ||
Like-for-like change in net rental income | -3.6% | -2.9% | -1.9% | ||
Footfall | +1% | -2% | -2% | ||
Retailer sales (like-for-like centres) | +1½% | +1% | +0%* | ||
Rent to estimated sales (exc. anchors and major space users) | 13.1% | 13.5% | 13.5% | ||
* excluding impact of trading interruptions during major tenant relocations at intu Braehead and Cribbs Causeway
The Group's operating metrics for the period are largely positive:
· occupancy across our centres remains high at 96 per cent (31 December and 30 June 2013 - 95 per cent). This compares favourably to PMA's estimate of vacancy in "big" shopping centres of 11 per cent. In aggregate units amounting to one per cent of rent are currently being traded by administrators and are treated as occupied within the 96 per cent
· 98 new long term leases were signed in the first half, representing £15 million of new passing rent, in aggregate 4 per cent above previous passing rent where like-for-like and in line with valuation assumptions. These have generated £50 million of shopfit investment commitments from new and existing retailers. Significant themes in the period include:
o 35 new catering outlets opened or lettings now agreed, including Five Guys at intu Trafford and intu Lakeside, Patisserie Valerie at intu Lakeside and St David's, Cardiff, the first Wahaca outside the south east at St David's, Cardiff, Carluccio's in newly converted space at intu Bromley and intu's first Tortilla at intu Watford
o new brands to individual centres such as Superdry at intu Victoria Centre, one of Dutch retailer Hema's first UK stores at intu Bromley, Jack Wills and Joules at Cribbs Causeway, Samsung at intu Metrocentre and Cribbs Causeway, Fat Face at intu Watford and Van Mildert at intu Metrocentre and intu Braehead
o previously on-line only brands creating a physical presence, including a first store for an intu.co.uk retailer at intu Watford and intu's fifth Simply Be at intu Chapelfield
· the weighted average unexpired lease term at 30 June 2014 was 7.1 years (31 December 2013 - 7.5 years), with a little under ten per cent of Group income expiring each year. At the risk of short-term earnings impact, expiries do provide opportunity for tenant mix repositioning. We continue to manage carefully centre-specific clusters of expiries, most significantly this year representing a third of the passing rent at intu Braehead. Long term leases in respect of around 60 per cent of intu Braehead's 2014 expiries are now signed or in solicitors' hands, in aggregate in line with previous passing rent excluding two strategic deals. 2013 concentrations at Cribbs Causeway and intu Potteries are now largely completed with significant change and tenant investment as a result
· like-for-like net rental income was 3.6 per cent lower than the same period of 2013 as the benefit of like-for-like new lettings above previous passing rent has been more than offset by the short-term impact of development voids, lease expiry concentrations discussed above and the residual impact of 2013 tenant administrations. Altogether 2.5 per cent of existing portfolio ERV is now held for development, of which around a third is let on short term leases for flexibility. To view Chart 3, which shows the change in like-for-like net rental income, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/7747N_-2014-7-30.pdf
· footfall: the number of visitors to our centres so far this year is one per cent higher than the same period of 2013, ahead of Experian's measure of national retail footfall which is unchanged year on year
· with an improving trend in the first half of 2014, estimated retailer sales in our centres increased slightly in the year to 30 June 2014 excluding the impact of trading interruptions during major tenant relocations. The ratio of rents to estimated sales for standard units reduced marginally in the six months to 13.1 per cent from 13.5 per cent
Acquisitions and disposals
In May we completed our purchase of interests in two top 20 UK shopping centres, Merry Hill and Derby, and Sprucefield retail park, Northern Ireland, funded by a 2 for 7 rights issue raising £500 million (gross) and £424 million of new debt facilities secured on the properties. The final consideration after net asset value adjustment is expected to be £855 million (see note 25). We have been pleased to find early indications of potential for growth which reinforce our investment case.
The acquisition was in line with our strategy to focus on the UK's largest and most successful destinations and established a joint venture with QIC, a major global investor, at Merry Hill. It strengthened Intu's position as the leading owner, developer and manager of prime UK shopping centres, filled a gap in our national coverage and extended the footprint of our nationwide consumer facing brand.
Since completion we have:
· rebranded the two centres with new websites, signage and World Class Service training for the teams. Local interest in the intu brand has been positive at both
· strengthened our local asset management and operational capabilities
· started work on detailed asset management plans with preliminary leasing discussions appearing positive to acquisition valuations
· at intu Merry Hill, been encouraged by initial contact with key retailers about opportunities to upsize their presence in the centre
· at Sprucefield, Northern Ireland, started exploring the development potential of this well-located site
We were delighted last month to enter into partnership in respect of intu Uxbridge with Kumpulan Wang Persaraan (Diperbadankan) ("KWAP"), the £19 billion Malaysian pension fund. This transaction established a relationship with a significant overseas investor and demonstrated the investment demand for prime UK shopping centres under the management of a specialist operator such as Intu.
KWAP acquired an 80 per cent interest in intu Uxbridge for £175 million, representing a two per cent premium to its 31 December 2013 valuation of £213.9 million (100 per cent basis). We retain a 20 per cent interest and will continue to manage the centre under the intu brand on behalf of the joint venture. The transaction is a useful step in recycling capital into our substantial development pipeline while retaining the scale of our operations and has a deal structure which could be applicable to other assets.
International
Parque Principado, Oviedo, acquired in October 2013 with CPPIB, has generated a valuation surplus of 7 per cent in the period with 35 basis points equivalent yield contraction, taking the value to €188 million with continuing high occupancy and lettings on average well above ERV. In April the joint venture arranged a €95 million 5 year loan secured on the centre at an all-in rate some 200 basis points below the level assumed in our acquisition appraisal.
We continue with our local partner to progress pre-development activity on the three sites in Malaga, Valencia and Vigo over which we have acquisition options. We continue to investigate opportunities to attract additional third party capital to assist Intu in funding these Spanish activities without diverting significant resources from our UK development pipeline.
Our effective 9 per cent interest in Equity One, a US retail REIT, has increased in value in the first half by £3 million to around £160 million ($269 million) with the underlying share price movement of 5 per cent partly offset by currency movements.
Our associate company in India, Prozone, (£37 million book value) has seen encouraging rises in footfall and retailer sales at its first mall in Aurangabad and has made progress with its next phase of mixed-use developments.
Dividends
As described in note 12 following the rights issue the 2013 dividend of 15.0 pence per share has been adjusted by the bonus factor. This takes account of the bonus issue element of the new shares issued to shareholders as part of the rights issue and gives a restated dividend of 13.7 pence per share. The prospectus dated 20 March 2014 stated that, subject to performance and available resources, the Company would seek to maintain that level of dividend.
The Directors have resolved to pay an unchanged interim dividend of 4.6 pence per share on 25 November 2014 to
shareholders on the register on 24 October 2014 and will offer a scrip dividend alternative. Details of the apportionment between the PID and non-PID elements per share will be confirmed on 3 October 2014 as the cash dividend is likely to be wholly PID and the scrip alternative is likely to be part PID and part non-PID. Scrip dividend take up of the £144 million dividend declared in respect of 2013 was 46 per cent, amounting to £67 million.
Looking to the future - organic development
Our organic development pipeline of £1.2 billion, 2.6 million sq ft, includes projects at all of our centres which are focused on increasing the overall draw of the destination, extending dwell time and increasing spend. 1.8 million sq ft has planning consent. We now have over 450 leisure and catering outlets trading across our centres, currently representing over ten per cent of space and projected to rise to over 15 per cent as we build out our development pipeline.
We have made significant progress in the first half of the year:
· we have completed our major project at intu Metrocentre's Platinum Mall. Investments at intu Eldon Square and intu Victoria Centre are well underway and generating encouraging levels of new retailer interest. The upgraded lighting, ceilings and flooring give the perception of much larger structural change, transforming the feel of the malls. The planned catering quarters in all three centres are drawing significant new operators to the regions with good pre-letting progress
· refurbishment works to the food court at intu Lakeside including the creation of eight new restaurants have been completed. The wider range of dining options in defined clusters and contemporary environment is expected to double dwell times from the traditional fast food offer
· Cineworld are to anchor the £100 million leisure and catering led redevelopment at intu Watford with a nine-screen cinema including IMAX. Subject to pre-letting, the project is on course for construction to start in 2015.
· construction of the nine-screen Cineworld and six restaurants at intu Potteries is underway
· we have received a planning consent at intu Bromley for a cinema and further restaurants
· we have demonstrated our financial flexibility to progress our pipeline to the optimum development timeline by recycling capital while retaining our operational scale at intu Uxbridge, increasing the level of borrowing secured on intu Trafford Centre and introducing debt secured on Parque Principado, Spain. Cash and undrawn facilities amounted to £510 million at 30 June 2014
Priorities for the second half of 2014 include progressing our restaurant redevelopment projects at intu Metrocentre, intu Eldon Square and intu Victoria Centre, the preparation of planning applications for redevelopment works at intu Broadmarsh and Cribbs Causeway, and pre-development activities at intu Watford as well as Barton Square, intu Trafford Centre.
The table below sets out a summary of the project pipeline. To progress in line with the indicative timing, we would seek to secure pre-letting of around two thirds of projects by space and the majority of the rent.
In the case of expansionary projects which create additional space for which direct incremental rent can be identified, we would expect most projects to generate a stabilised initial yield on cost in the range of six to ten per cent and at least seven per cent for major projects. Where no significant additional space is created, we assess project return in the context of an internal rate of return based on the overall impact of the expenditure on centre performance through enhancing the ambience, the tenant mix and the rental tone.
Expected | ||||
Indicative | Intu | |||
Size1 | construction | investment | ||
'000 sq ft | timing2 | £m | ||
Approved | ||||
intu Lakeside food court refurbishment3 | - | 2013-14 | 3 | |
intu Victoria Centre refurbishment and restaurants4 | - | 2014-15 | 34 | |
intu Potteries leisure extension5 | 58 | 2014-15 | 18 | |
intu Eldon Square "Grey's Quarter" redevelopment and restaurants6 | - | 2014-15 | 12 | |
intu Metrocentre "Qube II" restaurants6 | - | 2014-15 | 11 | |
intu Trafford Centre - Barton Square courtyard | ||||
enclosure and second floor retail | 112 | 2015-16 | 45 | |
intu Bromley Queen's Gardens restaurants | 14 | 2015-16 | 4 | |
Other approved7 | 41 | 2014-15 | 37 | |
225 | 164 | |||
Other active management7 | 97 | 2014-18 | 130 | |
Major projects | ||||
intu Watford - Charter Place redevelopment8 | 380 | 2015-17 | 100 | |
intu Broadmarsh redevelopment | 51 | 2016-18 | 78 | |
intu Lakeside leisure extension | 225 | 2015-18 | 80 | |
intu Lakeside Northern extension | 438 | 2016-18 | 180 | |
intu Braehead extension9 | 475 | 2016-18 | 200 | |
Cribbs Causeway extension10 | 200 | 2018-20 | 30 | |
intu Victoria Centre extension | 505 | 2018-20 | 240 | |
2,274 | 908 | |||
2,596 | 1,202 | |||
1 Represents net additional floor space of retail, catering and leisure
2 Indicative earliest start date - timing subject to change due to a number of internal and external factors
3 Total project cost £9 million of which £6 million has already been spent
4 Total project cost £42 million of which £8 million has already been spent
5 Total project cost £20 million of which £2 million has already been spent
6 Approved subject to conditions including partner commitment and pre-letting
7 Smaller committed and pipeline projects do not necessarily involve the creation of additional floor space
8 Total project £114 million of which £14 million approved, included in "Approved"
9 Size excludes arena and hotel
10 Intu share 33 per cent of total project cost £90 million
FINANCIAL REVIEW
Presentation of information
The Group has adopted IFRS 11 'Joint Arrangements' in 2014. This new standard requires that all joint ventures, which the Group previously chose to account for on a proportional consolidation basis, are equity accounted. This means that the income statement and the balance sheet now include single lines with the Group's total share of post-tax profit and the net investment in joint ventures respectively. The Group's profit for the period and total equity are unaffected by these changes. Further details of the impact of adopting this accounting policy are given in note 29 to the financial statements.
The new standard has a greater impact following the transactions in the period which created joint ventures in respect of intu Merry Hill, Parque Principado and intu Uxbridge. Further details of these transactions are given in notes 25 and 26.
Management reviews and monitors the business, including the Group's share of joint ventures, on an individual line basis not on a post-tax profit or net investment basis and therefore the figures and commentary below are presented consistent with this management approach. Note 29 and the Other information section of this report give reconciliations between the two bases.
Rights issue
In April 2014 the company issued 278,241,628 shares by way of a rights issue. Further details are included in note 12. Following a rights issue accounting standards require an adjustment to be made to the number of shares previously used to calculate earnings per share and in the Group's case, to be consistent, an adjustment is also made to the number of shares used to calculate the dividend and net asset value per share. A bonus adjustment factor of 1.098 has been used to adjust the comparative figures in these results using the company's closing ex-div share price on 28 March 2014 of 301 pence per share and the theoretical ex-rights price of 274 pence per share.
Key points of note
· strong growth in property valuations has resulted in a substantial increase in the profit for the period. This improved market sentiment has not yet been reflected in net rental income as the Group completes re-letting units from lease expiries and 2013 administrations and holds units to facilitate future development plans:
o underlying earnings of £72 million, up 6 per cent on 2013, gives earnings per share of 6.4 pence, down 6 per cent on 2013 in part due to the higher level of shares in issue
o NAV per share at 372 pence; total financial return for the six months of 10 per cent based on the bonus factor adjusted opening NAV per share
· balance sheet position improved from higher property valuations and acquisitions completed in the period:
o debt to assets ratio at 44.4 per cent, below the Group's target maximum level of 50 per cent. Actual ratio would reduce to around 41 per cent were the convertible bonds to convert to equity
o interest cover ratio at 1.76x, above the Group's targeted minimum level 1.60x
RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2014
Income statement
The Group recorded a profit for the period of £602 million, a substantial increase on the £200 million reported for the six months ended 30 June 2013. At an underlying level, excluding valuation and exceptional items, earnings were £4 million higher at £72 million (2013 - £68 million).
The major factors in the £402 million increase in profit to £602 million are valuation and exceptional items, including:
· an increase in the property revaluation gain to £547 million (2013 - £61 million)
· lower exceptional finance costs of £23 million (2013 - £112 million), largely due to the absence in 2014 of the high level of interest rate swap terminations in connection with the debt refinancing that occurred in the first half of 2013
· exceptional administration costs of £12 million in the period are £5 million lower than 2013. The £11 million of costs related to the acquisition are the largest element of the 2014 charge
These positive factors were partially offset by:
· negative movement of £199 million in the change in fair value of the Group's financial instruments. 2014's results include a charge of £16 million whereas 2013 benefited from a £183 million credit
Underlying earnings, which excludes valuation and exceptional items, were £4 million ahead in 2014 at £72 million as shown in Chart 4 and as set out in the Underlying Profit Statement. Taking into account additional shares issued to part fund the acquisition of intu Merry Hill and intu Derby, underlying earnings per share reduced by 6 per cent to 6.4 pence. To view Chart 4, please paste the following URL into the address bar of your browser:
The principal components of the change in underlying earnings are as follows:
· net rental income increased overall due to the £14 million contribution from the acquisitions of intu Merry Hill and intu Derby in 2014 and of intu Milton Keynes and Parque Principado, part way through 2013. Like-for-like net rental income reduced by 3.6 per cent (see Operating review above)
· as detailed in the table below the Group's net rental income margin has reduced slightly from the 87 per cent achieved in 2013 to 86 per cent in 2014. This is predominantly due to higher void costs and property operating expenses. The increased property operating expenses includes the impact of properties acquired and higher car park and employee costs
Period ended | Period ended | |||
30 June | 30 June | |||
2014 | 2013 | |||
£m | £m | |||
Gross rental income | 233 | 219 | ||
Head rent payable | (12) | (12) | ||
221 | 207 | |||
Net service charge expense and void rates | (11) | (7) | ||
Bad debt and lease incentive write-offs | (3) | (5) | ||
Property operating expense | (18) | (14) | ||
Net rental income | 189 | 181 | ||
Net rental income margin | 86% | 87% | ||
· underlying net finance costs, which exclude exceptional items, reduced by £1 million due to the favourable impact of lower average rates following debt refinancings, in particular on the intu Metrocentre facility that was concluded at the end of 2013. Offsetting this was the £2 million cost of the debt drawn in the period to part-fund the acquisitions of intu Merry Hill and intu Derby
· on-going administration expenses increased to £15 million (2013 - £14 million), largely due to costs related to on-going management of recent acquisitions, including new employees and professional fees
· our partner's share of the reduction in finance costs following the intu Metrocentre debt refinancing has been the main factor reducing the non-controlling interest credit by £4 million compared to 2013
Balance sheet
The Group's net assets attributable to shareholders have increased by £1.0 billion to £4.5 billion at the end of June 2014 due to equity raised in the year to fund the acquisition of the Merry Hill and Derby shopping centres and the retained profit for the six months including the £573 million gain on revaluation of the Group's properties.
As detailed in the table below, net assets (diluted, adjusted) have increased by £1,049 million from December 2013 to £4,853 million as at the end of June 2014. The figures below include the Group's share of joint ventures assets and liabilities on an individual line basis. Details of the impact these items have are included in note 29.
30 June | 31 December | |||
2014 | 2013 | |||
£m | £m | |||
Investment, development and trading properties | 8,774 | 7,552 | ||
Investments | 195 | 190 | ||
Net external debt | (3,924) | (3,698) | ||
Other assets and liabilities | (426) | (423) | ||
Net assets | 4,619 | 3,621 | ||
Non-controlling interest | (73) | (102) | ||
Attributable to equity shareholders | 4,546 | 3,519 | ||
Fair value of derivatives (net of tax) | 205 | 198 | ||
Other adjustments | 84 | 83 | ||
Effect of dilution | 18 | 4 | ||
Net assets (diluted, adjusted) | 4,853 | 3,804 | ||
The most significant factor in the increase in investment and development properties of £1,222 million is the acquisition of intu Merry Hill, intu Derby and Sprucefield that were valued at a combined total of £890 million at 30 June 2014. The remainder of the increase is due to the £573 million valuation gain on the Group's properties in the six months ended 30 June 2014.
The investments of £195 million at 30 June 2014 comprise the Group's interests in the US and India. The investment in the US comprises 11.4 million shares in a joint venture with Equity One, a listed US REIT, and is valued at £157 million, based on 30 June 2014 Equity One share price. The remaining investments represent the Group's interests in India, largely comprising a 32 per cent interest in Prozone, a shopping centre developer, listed on the Indian stock market. This is valued at £37 million on the Group's balance sheet at 30 June 2014. See note 16 for further details.
The increase in net external debt is discussed in the Movement in net external debt section.
Adjusted net assets per share
As illustrated in chart 5, the opening diluted, adjusted net assets per share after the bonus factor adjustment was 346 pence. The post rights issue figure taking into account the full impact of the rights issue gives a pro forma opening position for 2014 of 335 pence per share. The increase from the pro forma figure to the 30 June 2014 value of 372 pence was driven by the property valuation gain of 44 pence per share.
The dividend of 10 pence per share represents the 2013 final dividend paid in May 2014. To view Chart 5, please paste the following URL into the address bar of your browser:
FINANCIAL POSITION AT 30 JUNE 2014
At 30 June 2014 the Group had net external debt of £3,924 million, including the Group's share of joint ventures net debt. In addition to cash balances of £200 million the Group had undrawn facilities of £310 million, giving total cash and available facilities at the end of June 2014 of £510 million.
Movement in net external debt
The table below illustrates the significant movements in the increase of £226 million in the Group's net external debt in the period.
Six months | ||
to June | ||
2014 | ||
£m | ||
Opening net external debt | (3,698) | |
Recurring cash flow | 61 | |
Exceptional finance and other costs | (35) | |
Issue of shares | 492 | |
Acquisition | (864) | |
Capital expenditure | (26) | |
Disposal of 80% interest in intu Uxbridge | 173 | |
Movement in joint ventures | 25 | |
Dividends | (49) | |
Other | (3) | |
Net external debt at 30 June 2014 | (3,924) | |
Acquisition
The acquisition cash movement in the table above of £864 million was in respect of the acquisition of intu Derby and Sprucefield and a 50 per cent joint venture interest in intu Merry Hill. This includes the initial cash consideration paid of £868 million, less £4 million of cash acquired with the business. Following finalisation of the opening balance sheet it is anticipated the Group will receive approximately £13 million from the vendor to reflect the actual net assets transferred, giving a net consideration of £855 million.
The net assets acquired totalled £856 million, largely comprised of the properties' value. The total net assets acquired exceeds the consideration therefore a gain of £1 million is recorded in the income statement in the period. Transaction costs of the acquisition amounted to £11 million and are included in the exceptional finance and other costs above. The acquisition was completed on 1 May 2014.
The main factor in the Issue of shares in the period was the 2 for 7 rights issue that raised £490 million, net of expenses, that was used to part fund the acquisition.
Disposal
In June 2014 the Group sold 80 per cent of its interest in Intu Uxbridge Limited for consideration of £175 million, before expenses. The Group retains a 20 per cent interest in the company which has been accounted for as a joint venture from 20 June 2014. A gain on disposal of £0.6 million has been recorded in the income statement.
Debt structure
A significant proportion of the Group's debt has been refinanced in last 18 months. After this refinancing activity the majority of the Group's debt still remains arranged on an asset-specific basis, with limited or non-recourse from the borrowing entities to other Group companies.
As a result of the refinancings the Group has a wider range of funding sources. The range of debt instruments now includes CMBS and other bonds plus syndicated bank debt with corporate-level debt remaining limited to the £375 million Revolving Credit Facility and the £300 million convertible bond. To view Chart 6, which shows the Group's debt maturity profile, please paste the following URL into the address bar of your browser:
Following the recent financing activity the above chart illustrates that there is minimal refinancing required in the next two years before an increase in debt maturing in 2016.
During the period the most significant financing activity involved arranging the debt to part fund the acquisition of intu Merry Hill, intu Derby and Sprucefield. This involved three new 2½ year debt facilities secured on the Derby and Sprucefield properties and the interest in Merry Hill (£203 million, £30 million and £191 million respectively).
The plan for refinancing these short term facilities is that intu Derby will be added to the SGS later this year whilst the longer term funding solution for Sprucefield will be decided when the strategy for this property, whether to keep and develop the asset or sell, has been confirmed. At intu Merry Hill, the intention is that the Group and our partner QIC will jointly refinance at the asset level when the QIC CMBS matures in 2016.
In February the Group raised £110 million through the issuance of further notes under the intu Trafford Centre CMBS. The bonds had an average maturity of 9 years and an all-in cost of 4.6 per cent. In April the Group's partnership with CPPIB signed a €95 million, 5 year term loan secured on Parque Principado, in Northern Spain.
The debt previously secured on intu Uxbridge of £146 million was repaid as part of the disposal process.
30 June | 31 December | |||
2014 | 2013 | |||
Loan to value | 44.4% | 48.5% | ||
Interest cover | 1.76x | 1.71x | ||
Weighted average debt maturity | 7.7 years | 8.0 years | ||
Weighted average cost of gross debt | 4.7% | 4.8% | ||
Proportion of gross debt with interest rate protection | 87% | 92% | ||
The table above summarises the Group's main debt measures. The substantial reduction in the loan to value ratio is largely due to the property valuation gain in the period. The small movements in the other measures are predominantly due to the features of the debt taken on to fund the acquisitions which is short duration, floating rate debt.
Interest rate swaps
Just over 40 per cent of the Group's debt is floating rate. The Group uses interest rate swaps to fix short- and medium-term interest obligations, reducing cash flow volatility caused by changes in interest rates. Combining the impact of this hedging and the fixed rate debt, the Group's debt is effectively 87 per cent fixed.
The nominal value of interest rate swap contracts outstanding at 30 June 2014 is £1.9 billion. The acquisition related debt raised in the year is floating rate and has not been fixed to minimise refinancing costs.
The fair value net liability of these interest rate swaps at 31 December 2013 is £213 million, an increase of £7 million since 31 December 2013. This increase in the liability can be largely attributed to a movement in the interest rate yield curve increasing the required fair value provision for the Group's interest rate swaps. Cash payments in the six months totalled £35 million of which £21 million has been classified as an exceptional finance cost as it relates to the termination of swaps (£9 million) or payments in respect of unallocated swaps (£12 million). The balance of the payments have been included as underlying finance costs as they relate to ongoing interest rate swaps used to hedge debt.
As previously detailed, the Group has a number of interest rate swaps which are unallocated as, due to a change in lenders' practice, they cannot be used for hedging the Group's borrowings. Using the 30 June 2014 forward interest rate yields, these swaps have a market value liability of £157 million (31 December 2013 - £143 million). Based on these rates and values, it is estimated the Group will be required to make cash payments on these swaps of £12 million in the second half of 2014.
Covenants
Full details of the loan financial covenants are included in the Financial covenants section of this report. The Group is in compliance with all of its corporate and asset-specific loan covenants. As detailed in that analysis, the headroom over the minimum covenant levels has generally increased in the year.
Tax charge for the period
Being a Real Estate Investment Trust (REIT) significantly reduces the taxation costs of the Group, but brings with it the requirement to operate within the rules of the REIT regime. For the Group this has included paying REIT entry charges of £199 million and the requirement on a continuing basis to pay out 90 per cent of its REIT earnings as taxable income to its shareholders as dividends.
The tax credit in the six months of £0.3 million comprises current tax expenses on the Group's US and Spanish investments totalling £0.3 million, offset by a deferred tax credit of £0.6 million largely on the revaluation of interest rate swaps and investments.
Matthew Roberts
Chief Financial Officer
31 July 2014
KEY RISKS AND UNCERTAINTIES
Intu's Board has overall responsibility for managing risk across the Group and establishing the Group's appetite to risk based on the balance of potential returns and negative impacts.
Intu recognises that it faces a number of risks in achieving its strategic objectives. Effective identification and management of these risks is a major factor in Intu's ability to deliver these objectives. Our risk management framework targets the early identification of key risks and the formation of plans to remove or mitigate them. We apply the methodology of identify, analyse, action and implement, together with our overall culture of risk management to ensure that everyday management decisions are taken in the context of sound risk management principles as well as achieving our strategic objectives.
The key risks and uncertainties facing the Group are unchanged from those disclosed in the 2013 Annual report and are as set out in the table below:
Change in | |||
Risk and impact | Mitigation | level of risk | 2014 commentary |
Property marketMacro environment weakness could undermine rental income levels and property values, reducing return on investment and covenant headroom | · Focus on prime assets · Covenant headroom monitored and stress tested · Regular monitoring of tenant strength and diversity | $ | · Strong valuation increase in the period · Covenant headroom improved · Tenant administrations in the period substantially reduced compared to 2013 · Continued investment in the Group's prime centres to meet changing customer and retailer expectations |
Financing Reduced availability of funds could limit liquidity leading to restriction of investing and operating activities and/or increase in funding cost | · Regular reporting to Board of current and projected funding position · Effective treasury management aimed at balancing long debt maturity profile and diversification of sources of finance · Consideration of financing plans including potential for recycling of capital before commitment to transactions and developments | - | · Financing activity in the period raised gross debt of £573 million including Group's share of joint ventures · Partial disposal of interest in intu Uxbridge demonstrated financing flexibility to fund the Group's development pipeline |
KEY RISKS AND UNCERTAINTIES
Operations Accidents, system failure or external factors could threaten the safe and secure environment provided for shoppers and retailers, leading to financial and/or reputational loss | · Strong business process and procedures supported by regular training and exercises · Annual audits of operational standards carried out by internal and external consultants · Culture of visitor safety · Rigorous ICT security framework; crisis management simulations include cyber security threats · Retailer liaison and briefings · Appropriate levels of insurance
| - | · Centre operations of acquired centres have been successfully brought into the Group's facilities management joint venture · Group wide cyber security project has commenced with key focus being proactive monitoring and management of Group's technical infrastructure to mitigate cyber threats |
Strategy and execution Misjudged or poorly executed strategy fails to create shareholder value
| · Annual strategic review by Board informed by external research and advice · Board and management team experienced in shopping centre and broader retail industry · Engagement with national and international retailers · Specialist advice and extensive research supporting major initiatives · Careful assessment of potential partners to complement Intu's skills and resources | - | · New asset management structure implemented to enhance delivery of strategic goals · Internal KPIs and dashboard being designed to support the new structure · Extending reach through introduction of new joint venture partners · Partnership agreements designed to address both partners' interests and ensure efficient asset management
|
Development and acquisition Misjudged or poorly executed project results in increased cost or income foregone, hence fails to create shareholder value | · Capital Projects Committee reviews detailed appraisals before and monitors progress during significant projects · Research and third party due diligence undertaken for transactions | # | · Substantial property and financial due diligence undertaken before acquisitions completed in the period · Property management and financial activities in respect of centres acquired in the period being integrated with Group's existing processes and policies · Finalisation of recruitment and integration anticipated for the second half of 2014 · Detailed appraisal work continuing ahead of starting major development projects |
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the interim report and condensed set of financial statements, in accordance with applicable law and regulations. The Directors confirm that, to the best of their knowledge:
· the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union; and
· the interim report includes a fair review of the information required by Sections DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
The operating and financial review refers to important events which have taken place in the period.
The principal risks and uncertainties facing the business are referred to in the operating and financial review.
Related party transactions are set out in note 28 of the condensed set of financial statements.
A list of current Directors is maintained on the Intu Properties plc website: intugroup.co.uk.
On behalf of the Board
David Fischel
Chief Executive
Matthew Roberts
Chief Financial Officer
31 July 2014
INDEPENDENT REVIEW REPORT TO INTU PROPERTIES PLC
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed the condensed consolidated interim financial statements, defined below, in the interim report of Intu Properties plc for the six months ended 30 June 2014. Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
This conclusion is to be read in the context of what we say in the remainder of this report.
What we have reviewed
The condensed consolidated interim financial statements, which are prepared by Intu Properties plc, comprise:
· the consolidated balance sheet as at 30 June 2014;
· the consolidated income statement and consolidated statement of comprehensive income for the period then ended;
· the consolidated statement of cash flows for the period then ended;
· the consolidated statement of changes in equity for the period then ended; and
· the explanatory notes to the condensed consolidated interim financial statements.
As disclosed in note 1, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
The condensed consolidated interim financial statements included in the interim report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
What a review of condensed consolidated financial statements involves
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 United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated interim financial statements.
Responsibilities for the condensed consolidated interim financial statements and the review
Our responsibilities and those of the directors
The interim report, including the condensed consolidated interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express to the company a conclusion on the condensed consolidated interim financial statements in the interim report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLPChartered AccountantsLondon31 July 2014
Notes:
(a) The maintenance and integrity of the Intu Properties plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
CONSOLIDATED INCOME STATEMENT (unaudited)
For the six months ended 30 June 2014
Re-presented | Re-presented | |||
Six months | Six months | Year | ||
ended | ended | ended | ||
30 June | 30 June | 31 December | ||
2014 | 2013 | 2013 | ||
Notes | £m | £m | £m | |
Revenue | 4 | 261.1 | 250.3 | 511.6 |
Net rental income | 4 | 177.6 | 174.4 | 356.2 |
Net other income | 5 | 1.8 | 2.4 | 3.7 |
Revaluation of investment and development property | 14 | 547.2 | 60.8 | 109.9 |
Gain on acquisition of businesses | 25 | 1.2 | - | - |
Gain on part disposal of intu Uxbridge | 26 | 0.6 | - | - |
Administration expenses - ongoing | (14.9) | (13.9) | (27.6) | |
Administration expenses - exceptional | 6 | (11.9) | (16.5) | (21.2) |
Operating profit | 701.6 | 207.2 | 421.0 | |
Finance costs | 7 | (95.4) | (96.0) | (192.6) |
Finance income | 8 | 3.6 | 0.6 | 0.6 |
Other finance costs | 9 | (25.9) | (115.0) | (164.5) |
Change in fair value of financial instruments | (16.1) | 183.1 | 272.3 | |
Net finance costs | (133.8) | (27.3) | (84.2) | |
Profit before tax, joint ventures and associates | 567.8 | 179.9 | 336.8 | |
Current tax | 10 | (0.3) | (0.2) | (0.8) |
Deferred tax | 10 | 0.6 | 5.2 | 1.4 |
Taxation | 0.3 | 5.0 | 0.6 | |
Share of profit of joint ventures | 15 | 33.0 | 14.3 | 26.1 |
Share of profit of associates | 16 | 1.2 | 0.6 | 0.5 |
Profit for the period | 602.3 | 199.8 | 364.0 | |
Attributable to: | ||||
Owners of Intu Properties plc | 588.3 | 195.7 | 359.8 | |
Non-controlling interests | 14.0 | 4.1 | 4.2 | |
602.3 | 199.8 | 364.0 | ||
Basic earnings per share | 12 | 51.8p | 19.2p | 34.5p |
Diluted earnings per share | 12 | 47.7p | 17.7p | 32.0p |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)
For the six months ended 30 June 2014
Re-presented | Re-presented | ||
Six months | Six months | Year | |
ended | ended | ended | |
30 June | 30 June | 31 December | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Profit for the period | 602.3 | 199.8 | 364.0 |
Other comprehensive income | |||
Items that may be reclassified subsequently to profit or loss: | |||
Revaluation of other investments | 8.3 | 9.7 | 8.1 |
Exchange differences | (7.9) | 11.2 | (8.1) |
Tax relating to components of other comprehensive income | (0.6) | (5.2) | (1.6) |
Total items that may be reclassified subsequently to profit or loss | (0.2) | 15.7 | (1.6) |
Other comprehensive income for the period | (0.2) | 15.7 | (1.6) |
Total comprehensive income for the period | 602.1 | 215.5 | 362.4 |
Attributable to: | |||
Owners of Intu Properties plc | 588.5 | 211.4 | 359.2 |
Non-controlling interests | 13.6 | 4.1 | 3.2 |
602.1 | 215.5 | 362.4 | |
CONSOLIDATED BALANCE SHEET (unaudited)
As at 30 June 2014
Re-presented | Re-presented | |||
As at | As at | As at | ||
30 June | 31 December | 30 June | ||
2014 | 2013 | 2013 | ||
Notes | £m | £m | £m | |
Non-current assets | ||||
Investment and development property | 14 | 7,956.6 | 7,278.7 | 7,053.2 |
Plant and equipment | 6.2 | 5.5 | 8.8 | |
Investments in joint ventures | 15 | 715.8 | 209.5 | 202.2 |
Investments in associates | 16 | 36.8 | 35.8 | 40.7 |
Other investments | 17 | 158.1 | 154.9 | 170.5 |
Goodwill | 4.0 | 8.2 | 4.0 | |
Derivative financial instruments | 20.0 | 25.1 | 22.4 | |
Trade and other receivables | 92.4 | 99.2 | 92.0 | |
8,989.9 | 7,816.9 | 7,593.8 | ||
Current assets | ||||
Trading property | - | 0.2 | 0.2 | |
Trade and other receivables | 110.6 | 78.1 | 74.1 | |
Derivative financial instruments | 0.7 | 0.7 | 0.7 | |
Short-term investments | - | 69.3 | - | |
Cash and cash equivalents | 18 | 172.6 | 156.7 | 132.4 |
283.9 | 305.0 | 207.4 | ||
Total assets | 9,273.8 | 8,121.9 | 7,801.2 | |
Current liabilities | ||||
Trade and other payables | (245.9) | (238.1) | (233.3) | |
Current tax liabilities | (0.6) | (0.9) | (0.3) | |
Borrowings | 19 | (68.3) | (70.9) | (43.3) |
Derivative financial instruments | (8.9) | (10.1) | (14.0) | |
(323.7) | (320.0) | (290.9) | ||
Non-current liabilities | ||||
Borrowings | 19 | (4,103.3) | (3,944.0) | (3,768.6) |
Derivative financial instruments | (224.3) | (220.5) | (306.4) | |
Other payables | (3.2) | (4.3) | (3.2) | |
Deferred tax | - | (12.0) | - | |
(4,330.8) | (4,180.8) | (4,078.2) | ||
Total liabilities | (4,654.5) | (4,500.8) | (4,369.1) | |
Net assets | 4,619.3 | 3,621.1 | 3,432.1 | |
Equity | ||||
Share capital | 21 | 634.5 | 486.9 | 483.5 |
Share premium | 1,085.2 | 695.6 | 677.4 | |
Treasury shares | (45.3) | (48.2) | (48.5) | |
Convertible bonds | 22 | 143.7 | 143.7 | 143.7 |
Other reserves | 500.7 | 500.5 | 516.8 | |
Retained earnings | 2,227.3 | 1,740.3 | 1,625.9 | |
Amounts attributable to owners of Intu Properties plc | 4,546.1 | 3,518.8 | 3,398.8 | |
Non-controlling interests | 73.2 | 102.3 | 33.3 | |
Total equity | 4,619.3 | 3,621.1 | 3,432.1 | |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)
For the six months ended 30 June 2014
Attributable to owners of Intu Properties plc | |||||||||
Non- | |||||||||
Share | Share | Treasury | Convertible | Other | Retained | controlling | Total | ||
capital | premium | shares | bonds | reserves | earnings | Total | interests | equity | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January 2014 | 486.9 | 695.6 | (48.2) | 143.7 | 500.5 | 1,740.3 | 3,518.8 | 102.3 | 3,621.1 |
Profit for the period | - | - | - | - | - | 588.3 | 588.3 | 14.0 | 602.3 |
Other comprehensive |
| ||||||||
income: | |||||||||
Revaluation of other | |||||||||
investments (note 17) | - | - | - | - | 8.3 | - | 8.3 | - | 8.3 |
Exchange differences | - | - | - | - | (7.5) | - | (7.5) | (0.4) | (7.9) |
Tax relating to | |||||||||
components of other | |||||||||
comprehensive income | - | - | - | - | (0.6) | - | (0.6) | - | (0.6) |
Total comprehensive | |||||||||
income for the period | - | - | - | - | 0.2 | 588.3 | 588.5 | 13.6 | 602.1 |
Ordinary shares issued | 147.6 | 389.6 | - | - | - | - | 537.2 | - | 537.2 |
Dividends (note 11) | - | - | - | - | - | (96.2) | (96.2) | - | (96.2) |
Interest on convertible | |||||||||
bonds (note 22) | - | - | - | - | - | (2.9) | (2.9) | - | (2.9) |
Share-based payments | - | - | - | - | - | 1.6 | 1.6 | - | 1.6 |
Acquisition of treasury | - | ||||||||
shares | - | - | (1.0) | - | - | - | (1.0) | - | (1.0) |
Disposal of treasury shares | - | - | 3.9 | - | - | (3.8) | 0.1 | - | 0.1 |
Non-controlling interest | |||||||||
additions | - | - | - | - | - | - | - | 27.2 | 27.2 |
Distribution to non- | |||||||||
controlling interest | - | - | - | - | - | - | - | (1.2) | (1.2) |
Parque Principado | |||||||||
(note 26) | - | - | - | - | - | - | - | (68.7) | (68.7) |
- | |||||||||
147.6 | 389.6 | 2.9 | - | - | (101.3) | 438.8 | (42.7) | 396.1 | |
At 30 June 2014 | 634.5 | 1,085.2 | (45.3) | 143.7 | 500.7 | 2,227.3 | 4,546.1 | 73.2 | 4,619.3 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)
For the year ended 31 December 2013
Attributable to owners of Intu Properties plc | |||||||||
Non- | |||||||||
Share | Share | Treasury | Convertible | Other | Retained | controlling | Total | ||
capital | premium | shares | bonds | reserves | earnings | Total | interests | equity | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January 2013 | 434.2 | 577.4 | (43.9) | 143.7 | 336.7 | 1,528.9 | 2,977.0 | 29.2 | 3,006.2 |
Profit for the year | - | - | - | - | - | 359.8 | 359.8 | 4.2 | 364.0 |
Other comprehensive income: | |||||||||
Revaluation of other | |||||||||
investments | - | - | - | - | 8.1 | - | 8.1 | - | 8.1 |
Exchange differences | - | - | - | - | (7.1) | - | (7.1) | (1.0) | (8.1) |
Tax relating to components | |||||||||
of other comprehensive | |||||||||
income | - | - | - | - | (1.6) | - | (1.6) | - | (1.6) |
Total comprehensive | |||||||||
income for the year | - | - | - | - | (0.6) | 359.8 | 359.2 | 3.2 | 362.4 |
Ordinary shares issued | 52.7 | 118.2 | - | - | 164.4 | - | 335.3 | - | 335.3 |
Dividends (note 11) | - | - | - | - | - | (142.1) | (142.1) | - | (142.1) |
Interest on convertible | |||||||||
bonds (note 22) | - | - | - | - | - | (5.8) | (5.8) | - | (5.8) |
Share-based payments | - | - | - | - | - | 2.0 | 2.0 | - | 2.0 |
Acquisition of treasury shares | - | - | (7.0) | - | - | - | (7.0) | - | (7.0) |
Disposal of treasury shares | - | - | 2.7 | - | - | (2.5) | 0.2 | - | 0.2 |
Non-controlling interest | |||||||||
additions | - | - | - | - | - | - | - | 71.1 | 71.1 |
Distribution to non-controlling | |||||||||
interest | - | - | - | - | - | - | - | (1.2) | (1.2) |
52.7 | 118.2 | (4.3) | - | 164.4 | (148.4) | 182.6 | 69.9 | 252.5 | |
At 31 December 2013 | 486.9 | 695.6 | (48.2) | 143.7 | 500.5 | 1,740.3 | 3,518.8 | 102.3 | 3,621.1 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)
For the six months ended 30 June 2013
Attributable to owners of Intu Properties plc | |||||||||
Non- | |||||||||
Share | Share | Treasury | Convertible | Other | Retained | controlling | Total | ||
capital | premium | shares | bonds | reserves | earnings | Total | interest | equity | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January 2013 | 434.2 | 577.4 | (43.9) | 143.7 | 336.7 | 1,528.9 | 2,977.0 | 29.2 | 3,006.2 |
Profit for the period | - | - | - | - | - | 195.7 | 195.7 | 4.1 | 199.8 |
Other comprehensive | |||||||||
income: | |||||||||
Revaluation of other | |||||||||
investments | - | - | - | - | 9.7 | - | 9.7 | - | 9.7 |
Exchange differences | - | - | - | - | 11.2 | - | 11.2 | - | 11.2 |
Tax relating to | |||||||||
components of other | |||||||||
comprehensive income | - | - | - | - | (5.2) | - | (5.2) | - | (5.2) |
Total comprehensive | |||||||||
income for the period | - | - | - | - | 15.7 | 195.7 | 211.4 | 4.1 | 215.5 |
Ordinary shares issued | 49.3 | 100.0 | - | - | 164.4 | - | 313.7 | - | 313.7 |
Dividends (note 11) | - | - | - | - | - | (94.4) | (94.4) | - | (94.4) |
Interest on convertible | |||||||||
bonds (note 22) | - | - | - | - | - | (2.9) | (2.9) | - | (2.9) |
Share-based payments | - | - | - | - | - | 0.8 | 0.8 | - | 0.8 |
Acquisition of treasury | |||||||||
shares | - | - | (7.0) | - | - | - | (7.0) | - | (7.0) |
Disposal of treasury shares | - | - | 2.4 | - | - | (2.2) | 0.2 | - | 0.2 |
49.3 | 100.0 | (4.6) | - | 164.4 | (98.7) | 210.4 | - | 210.4 | |
At 30 June 2013 | 483.5 | 677.4 | (48.5) | 143.7 | 516.8 | 1,625.9 | 3,398.8 | 33.3 | 3,432.1 |
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
For the six months ended 30 June 2014
Re-presented | Re-presented | |||
Six months | Six months | Year | ||
ended | ended | ended | ||
30 June | 30 June | 31 December | ||
2014 | 2013 | 2013 | ||
Notes | £m | £m | £m | |
Cash flows from continuing operations | ||||
Cash generated from operations | 20 | 146.2 | 140.1 | 300.6 |
Interest paid | (121.0) | (197.9) | (335.2) | |
Interest received | 0.5 | 0.6 | 0.6 | |
Taxation | (0.1) | (0.3) | (0.7) | |
Cash flows from operating activities | 25.6 | (57.5) | (34.7) | |
Cash flows from investing activities | ||||
Purchase and development of property, plant and equipment | (26.3) | (11.0) | (44.1) | |
Sale of property | - | 0.1 | 0.1 | |
Acquisition of businesses net of cash acquired | 25 | (864.2) | (248.4) | (382.1) |
Realisation of short-term investments | 69.3 | - | - | |
Cash received on part disposal of intu Uxbridge net of cash sold | ||||
with business | 26 | 173.3 | - | - |
Parque Principado cash received net of cash reclassified | 26 | (11.6) | - | - |
Investment in joint ventures | - | (0.5) | (0.5) | |
Loan advances to joint ventures | (1.8) | (0.1) | (0.4) | |
Loan repayments by joint ventures | 46.0 | 4.6 | 9.4 | |
Cash flows from investing activities | (615.3) | (255.3) | (417.6) | |
Cash flows from financing activities | ||||
Issue of ordinary shares | 491.5 | 273.0 | 273.0 | |
Acquisition of treasury shares | (1.0) | (0.9) | (0.9) | |
Sale of treasury shares | - | 0.2 | 0.2 | |
Non-controlling interest funding received | 27.2 | - | 71.1 | |
Cash transferred from restricted accounts | 0.2 | 0.2 | - | |
Borrowings drawn | 522.8 | 1,389.4 | 2,051.6 | |
Borrowings repaid | (378.8) | (1,344.6) | (1,875.3) | |
Interest on convertible bonds | (2.9) | (2.9) | (5.8) | |
Equity dividends paid | (49.1) | (51.5) | (90.9) | |
Cash flows from financing activities | 609.9 | 262.9 | 423.0 | |
Effects of exchange rate changes on cash and cash equivalents | (0.1) | - | (0.1) | |
Net increase/(decrease) in cash and cash equivalents | 20.1 | (49.9) | (29.4) | |
Cash and cash equivalents at beginning of period | 151.1 | 180.5 | 180.5 | |
Cash and cash equivalents at end of period | 18 | 171.2 | 130.6 | 151.1 |
NOTES (unaudited)
1 Basis of preparation
The condensed set of financial statements for the six months ended 30 June 2014 is unaudited and does not constitute statutory financial statements within the meaning of s434 of the Companies Act 2006. The condensed set of financial statements has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34 as adopted by the European Union.
The comparative information presented for the year ended 31 December 2013 is not the Group's financial statements for that year. Those financial statements have been reported on by the Group's auditors and delivered to the registrar of companies. The auditors' opinion on those financial statements was unqualified and did not contain an emphasis of matter paragraph or a statement made under Section 498 (2) or (3) of the Companies Act 2006.
The condensed set of financial statements should be read in conjunction with the Group's financial statements for the year ended 31 December 2013 which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income and expense. Actual results may differ from these estimates. Except as described below, in preparing the condensed set of financial statements, the areas of significant judgement made by management in applying the Group accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2013.
The largest area of estimation and uncertainty in the condensed set of financial statements is in respect of the valuation of the property portfolio, where third party independent valuations were obtained.
The Group prepares regular forecasts and projections which include sensitivity analysis taking into account reasonably possible changes in trading performance and asset values and assesses the potential impact of these on the Group's liquidity position and available resources.
In preparing the most recent projections, factors taken into account include the Group's £173 million of cash, the £27 million, being the Group's share, of cash held by joint ventures and the £310 million of undrawn facilities at 30 June 2014. In addition, as a result of recent refinancings, apart from the facilities secured on St. David's, Cardiff and Soar (previously Braehead Leisure), totalling £122 million due to be repaid in the second half of 2014, there is minimal refinancing required until 2016. The relatively long-term and stable nature of the cash flows receivable under tenant leases, were also factored into the forecasts.
After reviewing the most recent projections and the sensitivity analysis, the Directors have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Group's financial statements.
2 Accounting policies
The accounting policies applied are consistent with those of the Group's statutory financial statements for the year ended 31 December 2013 as set out on pages 115 to 117 of the Annual Report except for the following standards, amendments and interpretations which are effective for the first time for the Group's 31 December 2014 year end and have been applied in preparing these interim financial statements to the extent they are relevant to the preparation of interim financial information:
· IFRS 10 Consolidated Financial Statements;
· IFRS 11 Joint Arrangements;
· IFRS 12 Disclosure of Interests in Other Entities;
· IAS 27 Separate Financial Statements (revised);
· IAS 28 Investments in Associates and Joint Ventures (revised);
· IAS 32 Financial Instruments: Presentation (amendment);
· IAS 36 Impairment of Assets (amendment); and
· Amendments to IFRS 10, IFRS 11 and IFRS 12 (transition guidance).
IFRS 11 removes the choice of accounting treatments previously available under IAS 31 Interests in Joint Ventures. This has impacted the Group's accounting policy in respect of joint ventures and joint operations but has had no impact for joint operations. The Group's interests in joint ventures are now accounted for using the equity method with the income statement and balance sheet showing a single line for the Group's share of profit and the net investment in joint ventures with respectively, rather than proportionally consolidating the Group's share of assets, liabilities, income and expenses on a line-by-line basis. The Group's interest in joint operations is accounted for by including its interest in assets, liabilities, revenues and expenses by line. This change in accounting policy has had no impact on net assets or profit for the period, for the year ended 31 December 2013 or for the six months ended 30 June 2013. Further details are provided in note 29.
Other pronouncements have not had a material impact on the financial statements, but have resulted in changes to presentation or disclosure.
Taxes on income in interim periods are accrued using tax rates expected to be applicable to total annual earnings.
3 Seasonality and cyclicality
There is no material seasonality or cyclicality impacting interim financial reporting.
4 Segmental reporting
Operating segments are determined based on the internal reporting and operational management of the Group. The Group is primarily a UK shopping centre focussed business and has one reportable operating segment.
The principal profit indicator used to measure performance is net rental income. An analysis of net rental income is given below.
| Re-presented | Re-presented | |
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2014 | 2013 | 2013 |
| £m | £m | £m |
Revenue | 261.1 | 250.3 | 511.6 |
· | · | ||
· | · | ||
Rent receivable | 218.1 | 210.6 | 430.3 |
Service charge income | 43.0 | 39.7 | 81.3 |
· | · | ||
· | · | ||
261.1 | 250.3 | 511.6 | |
Rent payable | (10.8) | (11.1) | (22.4) |
Service charge costs | (48.8) | (44.1) | (91.8) |
Other non-recoverable costs | (23.9) | (20.7) | (41.2) |
Net rental income | 177.6 | 174.4 | 356.2 |
5 Net other income
| Re-presented | Re-presented | |
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2014 | 2013 | 2013 |
| £m | £m | £m |
Dividends received from other investments | 3.0 | 3.3 | 6.3 |
Management fees | 0.4 | - | - |
intu Digital | (1.6) | (0.9) | (2.6) |
Net other income | 1.8 | 2.4 | 3.7 |
6 Administration expenses - exceptional
Exceptional administration expenses in the period totalled £11.9 million of which £10.9 million related to the acquisition of intu Merry Hill, intu Derby and Sprucefield including £3.8 million of stamp duty.
7 Finance costs
Re-presented | Re-presented | ||
Six months | Six months | Year | |
ended | ended | ended | |
30 June | 30 June | 31 December | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
On bank loans and overdrafts | 89.9 | 90.6 | 181.7 |
On convertible bonds | 3.7 | 3.7 | 7.5 |
On obligations under finance leases | 1.8 | 1.7 | 3.4 |
Finance costs | 95.4 | 96.0 | 192.6 |
No finance costs were capitalised in the six months ended 30 June 2014 nor in the comparative periods presented.
8 Finance income
Six months | Six months | Year | |
ended | ended | ended | |
30 June | 30 June | 31 December | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Interest receivable on loans to joint ventures | 3.1 | - | - |
Other finance income | 0.5 | 0.6 | 0.6 |
3.6 | 0.6 | 0.6 | |
9 Other finance costs
Six months | Six months | Year | |
ended | ended | ended | |
30 June | 30 June | 31 December | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Amortisation of Metrocentre compound financial instruments | 3.1 | 3.3 | 6.5 |
Costs of termination of derivative financial instruments and other fees(1) | 20.9 | 112.2 | 158.5 |
Foreign currency movements(1) | 1.9 | (0.5) | (0.5) |
Other finance costs | 25.9 | 115.0 | 164.5 |
(1) Amounts totalling £22.8 million in the six months ended 30 June 2014 are treated as exceptional and therefore excluded from underlying earnings (six months ended 30 June 2013 - £111.7 million, year end 31 December 2013 - £158.0 million).
10 Taxation
Taxation for the period:
Re-presented | Re-presented | ||
Six months | Six months | Year | |
ended | ended | ended | |
30 June | 30 June | 31 December | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Current tax | 0.3 | 0.2 | 0.8 |
Deferred tax: | |||
On investment and development property | - | - | 0.2 |
On other investments | (0.3) | (0.3) | (1.9) |
On derivative financial instruments | (0.3) | (4.8) | 3.2 |
On other temporary differences | - | (0.1) | (2.9) |
Deferred tax | (0.6) | (5.2) | (1.4) |
Total tax credit | (0.3) | (5.0) | (0.6) |
Movements in the provision for deferred tax:
Investment | |||||
and | Derivative | Other | |||
development | Other | financial | temporary | ||
property | investments | instruments | differences | Total | |
£m | £m | £m | £m | £m | |
Deferred tax provision: | |||||
At 1 January 2014 | 12.0 | 8.4 | (8.0) | (0.4) | 12.0 |
Recognised in the income statement | - | (0.3) | (0.3) | - | (0.6) |
Recognised in other comprehensive income | - | 0.6 | - | - | 0.6 |
Parque Principado (note 26) | (12.0) | - | - | - | (12.0) |
At 30 June 2014 | - | 8.7 | (8.3) | (0.4) | - |
Unrecognised deferred tax asset: | |||||
At 1 January 2014 | (0.3) | - | (23.1) | (45.8) | (69.2) |
Income statement items | - | - | (3.9) | (8.2) | (12.1) |
At 30 June 2014 | (0.3) | - | (27.0) | (54.0) | (81.3) |
In accordance with the requirements of IAS 12 Income Taxes, the deferred tax asset has not been recognised on the Group's balance sheet due to uncertainty over the level of profits that will be available in the non-REIT elements of the Group in future periods.
11 Dividends
Six months | Six months | Year | |
ended | ended | ended | |
30 June | 30 June | 31 December | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Ordinary shares | |||
Final dividend declared of 9.1(1) pence per share | 96.2 | 94.4 | 94.4 |
2013 interim dividend paid of 4.6(1) pence per share | - | - | 47.7 |
Dividends declared | 96.2 | 94.4 | 142.1 |
Proposed 2014 interim dividend of 4.6 pence per share | 59.7 | ||
(1) as adjusted by the bonus factor adjustment, see note 12 below.
In the six months to 30 June 2014, the Company offered shareholders the option to receive ordinary shares in lieu of the cash 2013 final dividend of 10 pence per share under the Scrip Dividend Scheme. As a result of elections made by shareholders 16,442,684 new ordinary shares of 50 pence each were issued on 20 May 2014 in lieu of dividends otherwise payable, and £45.7 million of cash was retained in the business.
In 2013, the Company offered shareholders the option to receive ordinary shares in lieu of the cash 2012 final and 2013 interim dividends of 10 pence and 5 pence per share respectively under the Scrip Dividend Scheme. As a result of elections made by shareholders 10,693,407 new ordinary shares of 50 pence each were issued on 4 June 2013 and 6,837,832 new ordinary shares of 50 pence each were issued on 19 November 2013 in lieu of dividends otherwise payable, and £45.2 million of cash was retained in the business.
12 Earnings per share
On 22 April 2014, the Company issued 278,241,628 new ordinary shares of 50 pence each through a rights issue. Further details of the rights issue are provided in note 21. To reflect the rights issue, the number of shares previously used to calculate basic, diluted and underlying earnings per share and headline earnings per share have been amended in the table shown below. An adjustment factor of 1.098 has been applied, based on the ratio of an adjusted (ex-dividend) closing share price of 301.1 pence per share on 28 March 2014, the business day before the shares started trading ex-rights and the theoretical ex-rights price at that date of 274.2 pence per share. The adjusted share price has been calculated based on the Company's share price of 311.1 per share on 28 March 2014 less the 2013 final dividend of 10 pence per share which the rights issue shares were not entitled to.
(a) Earnings per share
Basic and diluted earnings per share as calculated in accordance with IAS 33 Earnings per Share. All earnings arise from continuing operations.
Re-presented | Re-presented | ||||||||
Six months ended | Six months ended | Year ended | |||||||
30 June 2014 | 30 June 2013 | 31 December 2013 | |||||||
Pence | Pence | Pence | |||||||
Earnings | Shares | per | Earnings | Shares | per | Earnings | Shares | per | |
£m | million | share | £m | million | share | £m | million | share | |
Basic earnings per share (1) | 585.4 | 1,129.5 | 51.8p | 192.8 | 1,004.0 | 19.2p | 354.0 | 1,027.1 | 34.5p |
Dilutive convertible bonds, | |||||||||
share options and share awards | 12.9 | 124.6 | 6.6 | 122.1 | 13.3 | 122.4 | |||
Diluted earnings per share | 598.3 | 1,254.1 | 47.7p | 199.4 | 1,126.1 | 17.7p | 367.3 | 1,149.5 | 32.0p |
(1) The weighted average number of shares used for the calculation of basic earnings per share has been adjusted for shares held in the ESOP. Basic earnings per share are stated after deducting interest on convertible bonds recognised directly in equity of £2.9 million in the six months ended 30 June 2014 (six months ended 30 June 2013 - £2.9 million, year ended 31 December 2013 - £5.8 million) in accordance with IAS 33 Earnings per share.
(b) Headline earnings per share
Headline earnings per share has been calculated and presented as required by the Johannesburg Stock Exchange listing requirements.
Re-presented | Re-presented | |||||
Six months ended | Six months ended | Year ended | ||||
30 June 2014 | 30 June 2013 | 31 December 2013 | ||||
Gross | Net (1) | Gross | Net (1) | Gross | Net (1) | |
£m | £m | £m | £m | £m | £m | |
Basic earnings | 585.4 | 192.8 | 354.0 | |||
Remove: | ||||||
Revaluation of investment and development property | (547.2) | (534.0) | (60.8) | (59.3) | (109.9) | (108.8) |
Gain on acquisition of businesses | (1.2) | (1.2) | - | - | - | - |
Gain on part disposal of intu Uxbridge | (0.6) | (0.6) | - | - | - | - |
Share of joint ventures' items | (26.1) | (26.1) | (9.4) | (9.4) | (15.9) | (15.9) |
Share of associates' items | (1.2) | (1.2) | (0.5) | (0.5) | (0.5) | (0.5) |
Headline earnings | 22.3 | 123.6 | 228.8 | |||
Dilution(2) | 12.9 | 6.6 | 13.3 | |||
Diluted headline earnings | 35.2 | 130.2 | 242.1 | |||
Weighted average number of shares | 1,129.5 | 1,004.0 | 1,027.1 | |||
Dilution(2) | 124.6 | 122.1 | 122.4 | |||
Diluted weighted average number of shares | 1,254.1 | 1,126.1 | 1,149.5 | |||
Headline earnings per share (pence) | 2.0p | 12.3p | 22.3p | |||
Diluted headline earnings per share (pence) | 2.8p | 11.6p | 21.1p | |||
(1) Net of tax and non-controlling interests
(2) The dilution impact is required to be included as for earnings per share as calculated in note 12(a) even where this is not dilutive for headline earnings per share.
NOTES (unaudited)
(c) Underlying earnings per share
Underlying earnings per share is a non-GAAP measure but has been included as it is considered to be a key measure of the Group's performance and an indication of the extent to which dividend payments are supported by current earnings.
Re-presented | Re-presented | ||||||||
Six months ended | Six months ended | Year ended | |||||||
30 June 2014 | 30 June 2013 | 31 December 2013 | |||||||
Pence | Pence | Pence | |||||||
Earnings | Shares | per | Earnings | Shares | per | Earnings | Shares | per | |
£m | million | share | £m | million | share | £m | million | share | |
Basic earnings per share (1) | 585.4 | 1,129.5 | 51.8p | 192.8 | 1,004.0 | 19.2p | 354.0 | 1,027.1 | 34.5p |
Remove: | |||||||||
Revaluation of investment and | |||||||||
development property | (547.2) | (48.4)p | (60.8) | (6.1)p | (109.9) | (10.7)p | |||
Gain on acquisition of businesses | (1.2) | (0.1)p | - | - | - | - | |||
Gain on part disposal of | |||||||||
intu Uxbridge | (0.6) | (0.1)p | - | - | - | - | |||
Exceptional administration costs | 11.9 | 1.1p | 16.5 | 1.6p | 21.2 | 2.0p | |||
Exceptional finance costs | 22.8 | 2.1p | 111.7 | 11.1p | 158.0 | 15.4p | |||
Change in fair value of | |||||||||
financial instruments | 16.1 | 1.4p | (183.1) | (18.2)p | (272.3) | (26.5)p | |||
Tax on the above | (0.6) | (0.1)p | (5.2) | (0.5)p | (1.5) | (0.1)p | |||
Share of joint ventures' items | (26.6) | (2.4)p | (10.3) | (1.0)p | (17.4) | (1.7)p | |||
Share of associates' items | (1.2) | (0.1)p | (0.5) | - | (0.5) | - | |||
Non-controlling interests | |||||||||
in respect of the above | 13.2 | 1.2p | 7.0 | 0.7p | 8.6 | 0.8p | |||
Underlying earnings per share | 72.0 | 1,129.5 | 6.4p | 68.1 | 1,004.0 | 6.8p | 140.2 | 1,027.1 | 13.7p |
Dilutive convertible bonds, | |||||||||
share options and share awards | 6.6 | 124.6 | 6.6 | 122.1 | 13.3 | 122.4 | |||
Underlying, diluted earnings | |||||||||
per share | 78.6 | 1,254.1 | 6.3p | 74.7 | 1,126.1 | 6.6p | 153.5 | 1,149.5 | 13.4p |
(1) The weighted average number of shares used for the calculation of basic earnings per share has been adjusted for shares held in the ESOP. Basic earnings per share are stated after deducting interest on convertible bonds recognised directly in equity of £2.9 million in the six months ended 30 June 2014 (six months ended 30 June 2013 - £2.9 million, year ended 31 December 2013 - £5.8 million) in accordance with IAS 33 Earnings per Share.
13 Net assets per share
As for earnings per share, the comparative number of shares used to calculate each measure of net assets per share have been adjusted by the bonus factor of 1.098 to reflect the rights issue. See note 12 for more details.
(a) NAV per share (diluted, adjusted)
Re-presented | Re-presented | ||||||||
As at 30 June 2014 | As at 31 December 2013 | As at 30 June 2013 | |||||||
Net | NAV per | Net | NAV per | Net | NAV per | ||||
assets | Shares | share | assets | Shares | share | assets | Shares | share | |
£m | million | (pence) | £m | million | (pence) | £m | million | (pence) | |
NAV per share attributable to | |||||||||
owners of Intu Properties plc(1) | 4,546.1 | 1,255.8 | 362p | 3,518.8 | 1,055.5 | 333p | 3,398.8 | 1,048.0 | 324p |
Dilutive convertible bonds, | |||||||||
share options and share | |||||||||
awards | 18.1 | 49.8 | 3.8 | 45.1 | 13.7 | 48.6 | |||
Diluted NAV per share | 4,564.2 | 1,305.6 | 350p | 3,522.6 | 1,100.6 | 320p | 3,412.5 | 1,096.6 | 311p |
Remove: | |||||||||
Fair value of derivative | |||||||||
financial instruments | |||||||||
(net of tax) | 204.2 | 16p | 196.8 | 18p | 281.2 | 26p | |||
Deferred tax on investment | |||||||||
and development property | |||||||||
and other investments | 8.7 | 1p | 20.4 | 2p | 13.6 | 1p | |||
Goodwill resulting from | |||||||||
recognition of deferred tax | |||||||||
liabilities | - | - | (4.2) | - | - | - | |||
Share of joint ventures' items | 4.5 | - | 1.3 | - | 2.0 | - | |||
Non-controlling interest | |||||||||
on the above | - | - | (3.8) | - | (17.9) | (2)p | |||
Add: | |||||||||
Non-controlling interest | |||||||||
recoverable balance not | |||||||||
recognised | 71.3 | 5p | 71.3 | 6p | 71.3 | 7p | |||
NAV per share (diluted, | |||||||||
adjusted) | 4,852.9 | 1,305.6 | 372p | 3,804.4 | 1,100.6 | 346p | 3,762.7 | 1,096.6 | 343p |
(1) The number of shares used has been adjusted for shares held in the ESOP.
The comparative figures above have been restated for the bonus factor, as described in Note 12. This gives restated NAV per share (diluted, adjusted) for 31 December 2013 of 346 pence per share. Adjusting the previously reported 31 December 2013 figures for the cash raised and the shares issued in the rights issue gives a pro forma NAV per share (diluted, adjusted) of 335 pence per share.
(b) NNNAV per share (diluted, adjusted)
Re-presented | Re-presented | ||||||||
As at 30 June 2014 | As at 31 December 2013 | As at 30 June 2013 | |||||||
Net | NAV per | Net | NAV per | Net | NAV per | ||||
assets | Shares | share | assets | Shares | share | assets | Shares | share | |
£m | million | (pence) | £m | million | (pence) | £m | million | (pence) | |
NAV per share (diluted, | |||||||||
adjusted)(1) | 4,852.9 | 1,305.6 | 372p | 3,804.4 | 1,100.6 | 346p | 3,762.7 | 1,096.6 | 343p |
Fair value of derivative | |||||||||
financial instruments (net of | |||||||||
tax) | (204.2) | (16)p | (196.8) | (18)p | (281.2) | (26)p | |||
Excess of fair value of debt | |||||||||
over book value | (105.7) | (8)p | (56.9) | (5)p | (39.3) | (4)p | |||
Deferred tax on investment | |||||||||
and development property | |||||||||
and other investments | (8.7) | (1)p | (20.4) | (2)p | (13.6) | (1)p | |||
Share of joint ventures' items | (6.6) | - | (1.3) | - | (2.0) | - | |||
Non-controlling interests | |||||||||
on the above | 6.1 | - | 6.3 | 1p | 10.2 | 1p | |||
NNNAV per share (diluted, | |||||||||
adjusted) | 4,533.8 | 1,305.6 | 347p | 3,535.3 | 1,100.6 | 322p | 3,436.8 | 1,096.6 | 313p |
(1) The number of shares used has been adjusted for shares held in the ESOP.
14 Investment and development property
£m | |
At 1 January 2014 - re-presented | 7,278.7 |
Acquisition of intu Derby and Sprucefield (note 25) | 458.4 |
Additions | 23.6 |
Part disposal of interest in intu Uxbridge (note 26) | (208.2) |
Parque Principado (note 26) | (142.2) |
Surplus on revaluation | 547.2 |
Foreign exchange movements | (0.9) |
At 30 June 2014 | 7,956.6 |
| Re-presented | Re-presented | |
As at | As at | As at | |
30 June | 31 December | 30 June | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Balance sheet carrying value of investment and development property | 7,956.6 | 7,278.7 | 7,053.2 |
Adjustment in respect of tenant incentives | 91.2 | 96.4 | 91.1 |
Adjustment in respect of head leases | (35.4) | (36.0) | (36.5) |
Market value of investment and development property | 8,012.4 | 7,339.1 | 7,107.8 |
The fair value of the Group's investment and development property as at 30 June 2014 was determined by independent external valuers at that date. The valuations are in accordance with the Royal Institution of Chartered Surveyors ('RICS') Valuation - Professional Standards 2014 and were arrived at by reference to market transactions for similar properties. Fair values for investment properties are calculated using the present value income approach. The main assumptions underlying the valuations are in relation to rent profile and yields.
15 Investments in joint ventures
The Group's principal investments in joint ventures include interests in St David's, Cardiff, intu Merry Hill and Parque Principado, Spain. The Group's interest in all of its principal joint ventures is 50 per cent.
St David's, | intu | Parque | |||
Cardiff | Merry Hill | Principado | Other | Total | |
£m | £m | £m | £m | £m | |
At 1 January 2014 - re-presented | 194.6 | - | - | 14.9 | 209.5 |
intu Merry Hill (note 25) | - | 403.8 | - | - | 403.8 |
intu Uxbridge (note 26) | - | - | - | 43.0 | 43.0 |
Parque Principado (note 26) | - | - | 71.3 | - | 71.3 |
Share of underlying profit | 4.8 | 1.2 | - | 0.4 | 6.4 |
Share of other net profit | 12.5 | 8.5 | 4.5 | 1.1 | 26.6 |
Share of profit | 17.3 | 9.7 | 4.5 | 1.5 | 33.0 |
Loan advances | 1.4 | - | - | 0.4 | 1.8 |
Loan repayments | (6.8) | - | (39.2) | - | (46.0) |
Foreign exchange movements | - | - | (0.6) | - | (0.6) |
At 30 June 2014 | 206.5 | 413.5 | 36.0 | 59.8 | 715.8 |
Represented by: | |||||
Loans to joint venture | 57.0 | 386.2 | 15.2 | 1.5 | 459.9 |
Equity | 149.5 | 27.3 | 20.8 | 58.3 | 255.9 |
St David's, | |||
Cardiff | Other | Total | |
£m | £m | £m | |
At 1 January 2013 - re-presented | 179.0 | 12.9 | 191.9 |
Share of underlying profit | 7.9 | 0.8 | 8.7 |
Share of other net profit | 17.1 | 0.3 | 17.4 |
Share of profit | 25.0 | 1.1 | 26.1 |
Investment in share capital | - | 0.5 | 0.5 |
Loan advances | - | 0.4 | 0.4 |
Loan repayments | (9.4) | - | (9.4) |
At 31 December 2013 - re-presented | 194.6 | 14.9 | 209.5 |
Represented by: | |||
Loans to joint venture | 62.4 | 0.6 | 63.0 |
Equity | 132.2 | 14.3 | 146.5 |
St David's, | |||
Cardiff | Other | Total | |
£m | £m | £m | |
At 1 January 2013 - re-presented | 179.0 | 12.9 | 191.9 |
Share of underlying profit | 3.6 | 0.4 | 4.0 |
Share of other net profit | 10.3 | - | 10.3 |
Share of profit | 13.9 | 0.4 | 14.3 |
Investment in share capital | - | 0.5 | 0.5 |
Loan advances | - | 0.1 | 0.1 |
Loan repayments | (4.6) | - | (4.6) |
At 30 June 2013 - re-presented | 188.3 | 13.9 | 202.2 |
Represented by: | |||
Loans to joint venture | 67.3 | - | 67.3 |
Equity | 121.0 | 13.9 | 134.9 |
16 Investments in associates
£m | ||
At 1 January 2014 | 35.8 | |
Share of profit | 1.2 | |
Foreign exchange movements | (0.2) | |
At 30 June 2014 | 36.8 | |
The investments in associates largely represents the Group's 32.4 per cent holding in Prozone Capital Shopping Centres, an Indian shopping centre developer whose shares are listed in India. The market price per share at 30 June 2014 was INR21 (31 December 2013 - INR18, 30 June 2013 - INR 27), valuing the Group's interest at £10.2 million. In accordance with IAS 28 the carrying value of the investment is based on the Group's accounting policies and therefore includes property valuations undertaken in accordance with the valuation approach in note 14. It is considered utilising independent valuations is the most appropriate valuation methodology at this time. Following an impairment review it was concluded no impairment was required at this time.
17 Other investments
£m | ||
At 1 January 2014 | 154.9 | |
Revaluation | 8.3 | |
Foreign exchange movements | (5.1) | |
At 30 June 2014 | 158.1 | |
The Group holds 11.4 million units in a US venture controlled by Equity One, convertible into Equity One shares, and a 9.9 per cent stake in Provogue (India) Limited.
18 Cash and cash equivalents
Re-presented | Re-presented | ||
As at | As at | As at | |
30 June | 31 December | 30 June | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Unrestricted cash | 171.2 | 151.1 | 130.6 |
Restricted cash | 1.4 | 5.6 | 1.8 |
172.6 | 156.7 | 132.4 | |
Restricted cash at 30 June 2014 reflects amounts held to match the 2014 loan notes shown within borrowings.
19 Borrowings
Re-presented | Re-presented | ||
As at | As at | As at | |
30 June | 31 December | 30 June | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Current | |||
Bank loans and overdrafts | 46.9 | 49.3 | 9.5 |
Commercial mortgage backed securities ("CMBS") notes | 17.1 | 16.5 | 30.2 |
Loan notes 2014 | 1.4 | 1.6 | 1.8 |
Current borrowings, excluding finance leases | 65.4 | 67.4 | 41.5 |
Finance lease obligations | 2.9 | 3.5 | 1.8 |
68.3 | 70.9 | 43.3 | |
Non-current | |||
Revolving Credit Facility 2017 | 65.0 | 285.0 | 265.0 |
CMBS notes 2015 | 1.1 | 3.1 | 436.8 |
CMBS notes 2019 | 19.6 | - | - |
CMBS notes 2022 | 51.4 | 51.6 | 51.7 |
CMBS notes 2024 | 87.2 | - | - |
CMBS notes 2029 | 90.9 | 93.2 | 95.5 |
CMBS notes 2033 | 358.0 | 364.1 | 370.0 |
CMBS notes 2035 | 185.1 | 184.0 | 182.8 |
Bank loan 2014 | - | - | 42.9 |
Bank loans 2016 | 733.6 | 586.9 | 465.7 |
Bank loan 2017 | 166.2 | 41.9 | - |
Bank loan 2018 | 347.2 | 346.6 | 346.0 |
3.875% bonds 2023 | 439.8 | 439.4 | 438.9 |
4.125% bonds 2023 | 475.3 | 475.2 | - |
4.625% bonds 2028 | 340.4 | 340.1 | 339.9 |
Debentures 2027 | 227.8 | 227.6 | 227.5 |
2.5% convertible bonds 2018 (note 22) | 319.1 | 312.8 | 314.4 |
Non-current borrowings, excluding finance leases and Metrocentre | |||
compound financial instrument | 3,907.7 | 3,751.5 | 3,577.1 |
Metrocentre compound financial instrument | 163.1 | 160.0 | 156.8 |
Finance lease obligations | 32.5 | 32.5 | 34.7 |
4,103.3 | 3,944.0 | 3,768.6 | |
Total borrowings | 4,171.6 | 4,014.9 | 3,811.9 |
Cash and cash equivalents | (172.6) | (156.7) | (132.4) |
Net debt | 3,999.0 | 3,858.2 | 3,679.5 |
The fair value of total borrowings as at 30 June 2014 was £4,277.3 million.
Details of the Group's net external debt are provided in the Other Information section.
20 Cash generated from operations
Re-presented | Re-presented | |||
Six months | Six months | Year | ||
ended | ended | ended | ||
30 June | 30 June | 31 December | ||
2014 | 2013 | 2013 | ||
Notes | £m | £m | £m | |
Profit before tax, joint ventures and associates | 567.8 | 179.9 | 336.8 | |
Remove: | ||||
Revaluation of investment and development property | (547.2) | (60.8) | (109.9) | |
Gain on acquisition of businesses | (1.2) | - | - | |
Gain on part disposal of intu Uxbridge | (0.6) | - | - | |
Depreciation | 1.0 | 0.8 | 1.8 | |
Share-based payments | 1.6 | 0.8 | 2.0 | |
Lease incentives and letting costs | (2.9) | (4.2) | (11.5) | |
Finance costs | 7 | 95.4 | 96.0 | 192.6 |
Finance income | 8 | (3.6) | (0.6) | (0.6) |
Other finance costs | 9 | 25.9 | 115.0 | 164.5 |
Change in fair value of financial instruments | 16.1 | (183.1) | (272.3) | |
Changes in working capital: | ||||
Change in trade and other receivables | (16.9) | (6.3) | (4.3) | |
Change in trade and other payables | 10.8 | 2.6 | 1.5 | |
Cash generated from operations | 146.2 | 140.1 | 300.6 | |
21 Share capital
£m | |||
Issued and fully paid | |||
At 31 December 2013 - 973,845,701 ordinary shares of 50p each | 486.9 | ||
Shares issued | 147.6 | ||
At 30 June 2014 - 1,268,958,224 ordinary shares of 50p each | 634.5 | ||
During the period the Company issued a total of 428,211 ordinary shares in connection with the exercise of options under the Intu Properties plc Approved Share Option Scheme and the Intu Properties plc Unapproved Share Option Scheme.
On 22 April 2014, the Company undertook a 2 for 7 rights issue of 278,241,628 new ordinary shares at an issue price of 180.0 pence per share. Shareholders did not take up their rights for 2,747,838 shares, approximately 1 per cent of the total rights issue shares. These shares were placed at 289.5 pence per share. The combined impact was that the Company raised a total of £502.4 million, before £12.0 million of expenses, and as a result the Company's share capital increased by £139.1 million and share premium by £351.3 million net of expenses charged to share premium.
On 20 May 2014, the Company issued 16,442,684 new ordinary shares to shareholders who elected to receive their 2013 final dividend in shares under the Scrip Dividend Scheme. The value of the Scrip Shares was calculated in accordance with the terms of the Scrip Dividend Scheme, being the average middle market quotations for each day between 31 March to 4 April 2014 inclusive less the gross amount of dividend payable.
22 Convertible bonds
2.5 per cent convertible bonds
In 2012 the Group issued £300.0 million, 2.5 per cent guaranteed convertible bonds due 2018 at par. The exchange price is adjusted upon certain events including the rights issue on 22 April 2014 and the payment of dividends by the Company. At 30 June 2014, the exchange price was £3.6278 per ordinary share (31 December 2013 - £4.1199, 30 June 2013 - £4.1840). These bonds are designated as at fair value though profit and loss and so are presented on the balance sheet at fair value with all gains and losses taken to the income statement through the changes in fair values of financial instruments line. They all remain outstanding at 30 June 2014.
At 30 June 2014, the fair value of the bonds was £319.1 million (31 December 2013 - £312.8 million 30 June 2013 - £314.4 million). During the six months ended 30 June 2014, interest of £3.7 million has been recognised on these bonds within finance costs (six months ended 30 June 2013 - £3.7 million, year ended 31 December 2013 - £7.5 million,).
3.75 per cent convertible bonds
In 2011 the Company issued £154.3 million, 3.75 per cent perpetual subordinated convertible bonds, with a conversion price of £4.00 per ordinary share, in connection with the acquisition of intu Trafford Centre. Following the rights issue on 22 April 2014, the conversion price was adjusted to £3.64 per ordinary share. These are accounted for as equity at their fair value on issue which totalled £143.7 million. The bonds were all outstanding at 30 June 2014 but on 2 July 2014 a conversion notice was issued for all the bonds resulting in 42,394,779 new ordinary shares being issued.
During the six months ended 30 June 2014, interest of £2.9 million has been recognised on these bonds directly in equity (six months ended 30 June 2013 - £2.9 million, year ended 31 December 2013 - £5.8 million).
23 Financial instruments
The table below presents the Group's financial assets and liabilities recognised at fair value.
June 2014 | ||||
Level 1 | Level 2 | Level 3 | Total | |
£m | £m | £m | £m | |
Assets | ||||
Derivative financial instruments: | ||||
- Fair value through profit or loss | - | 20.7 | - | 20.7 |
Available for sale investments | 1.4 | 156.7 | - | 158.1 |
Total assets | 1.4 | 177.4 | - | 178.8 |
Liabilities | ||||
Convertible bonds | ||||
- Designated as at fair value through profit or loss | 319.1 | - | - | 319.1 |
Derivative financial instruments: | ||||
- Fair value through profit or loss | - | 233.2 | - | 233.2 |
Total liabilities | 319.1 | 233.2 | - | 552.3 |
Fair value hierarchy
Level 1: Valuation based on quoted market prices traded in active markets.
Level 2: Valuation techniques are used, maximising the use of observable market data, either directly from market prices or derived from market prices.
Level 3: Where one or more inputs to valuation are not based on observable market data. Valuations at this level are more subjective and therefore more closely managed, including sensitivity analysis of inputs to valuation models. Such testing has not indicated that any material difference would arise due to a change in input variables.
There were no transfers between Levels 1, 2 and 3 during the period.
Derivative financial instruments are initially recognised on the trade date at fair value and subsequently re-measured at fair value. In assessing fair value the Group uses its judgement to select suitable valuation techniques and make assumptions which are mainly based on market conditions existing at the balance sheet date. The fair value of interest rate swaps is calculated by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for similar instruments at the measurement date. These values are tested for reasonableness based upon broker or counterparty quotes.
Available-for-sale investments, being investments intended to be held for an indefinite period, are initially and subsequently measured at fair value. For listed investments, fair value is the current bid market value at the reporting date. For unlisted investments where there is no active market, fair value is assessed using an appropriate methodology.
24 Capital commitments
At 30 June 2014, the Board had approved £118.9 million of future expenditure for the purchase, construction, development and enhancement of investment property. Of this, £77.1 million is contractually committed. In July 2014 the Board approved a further £45.0 million of capital expenditure.
25 Acquisition of Derby, Sprucefield and Merry Hill joint venture
On 1 May 2014 the Group acquired interests in a number of entities for a consideration of £855.3 million. These entities together hold a 100 per cent interest in intu Derby, a 50 per cent joint venture interest in intu Merry Hill and a 100 per cent interest in Sprucefield retail park in Northern Ireland. Consideration was in cash and consisted of a payment on completion of £867.8 million. It is anticipated the Group will receive a cash repayment of £12.5 million following final agreement of the completion balance sheet. The cash flow statement therefore reflects the £867.8 million less cash acquired of £3.6 million. Acquisition related costs of £10.9 million have been incurred in the period and recognised in the income statement in exceptional administration expenses. Further details of the acquisition are given in the Operating Review.
The fair value of assets and liabilities acquired is set out in the table below.
Fair value | |||
£m | |||
Assets | |||
Investment and development property | 458.4 | ||
Investment in joint venture - intu Merry Hill | 403.8 | ||
Cash and cash equivalents | 3.6 | ||
Trade and other receivables | 2.8 | ||
Total assets | 868.6 | ||
Liabilities | |||
Trade and other payables | (12.1) | ||
Total liabilities | (12.1) | ||
Net assets | 856.5 | ||
Fair value of consideration paid | 855.3 | ||
Gain on acquisition of businesses | 1.2 | ||
The fair value of the assets, investment in joint venture and liabilities acquired exceeds the fair value of the consideration and as a result a gain of £1.2 million is recognised in the income statement on acquisition.
During the period the acquired companies contributed £6.5 million to the revenue of the Group and £31.7 million to the profit of the Group for the period.
As highlighted above there is an on-going process to agree the completion balance sheet and final consideration with the vendor in accordance with the terms of the acquisition agreements. This may result in changes to the information presented above. This will be finalised in time to be reflected in the Group's year end financial statements.
26 intu Uxbridge and Parque Principado
On 20 June 2014, the Group sold 80 per cent of its interest in Intu Uxbridge Limited, a wholly owned subsidiary, for consideration of £174.6 million, before expenses of £1.3 million. The Group retains a 20 per cent interest in the company and as a result of the terms governing the management of the business, this interest has been accounted for as a joint venture from 20 June 2014. As a result of this transaction the Group has recorded a gain on disposal of £0.6 million in the income statement, after £1.3 million of expenses. The cash flow statement records a net inflow of £173.3 million being cash received of £173.8 million net of cash in the business of £0.5 million, with the balance of the consideration to be received in the second half of the year on finalisation of the completion balance sheet.
During the period CPPIB, who held a 49 per cent non-controlling interest in Parque Principado S.à r.l., the holding company for the Group's Parque Principado investment, exercised an option allowing them to acquire an additional one per cent holding. Therefore in total now having a 50 per cent interest CPPIB acquired certain rights relating to the management of the business. This has resulted in Parque Principado, previously accounted for as a subsidiary, being accounted for as a joint venture from that date. No gain or loss arose on exercise of the option. As a result the assets and liabilities of Parque Principado, previously recorded in the balance sheet at 100 per cent, have been reclassified, along with the relevant non-controlling interest in reserves, to investments in joint ventures. The cash flow statement records an outflow of £11.6 million representing consideration received of £1.3 million on exercise of the option, net of cash in the business of £12.9 million which is reclassified as part of the investment in joint ventures.
27 Subsequent event
On 2 July 2014 certain Peel Group companies issued a conversion notice on all of the 3.75 per cent convertible bonds. On 7 July 2014, 42,394,779 new ordinary shares of 50 pence each were issued on conversion. See also note 22.
28 Related party transactions
As John Whittaker, Deputy Chairman and Non-Executive Director of Intu, is Chairman of the Peel Group, members of the Peel Group are considered to be related parties. Richard Gordon, a non-executive Director of Intu, is the Gordon Family Interest's representative on the Board therefore those companies comprising the Gordon Family Interest are considered to be related parties. As part of the rights issue on 22 April 2014, the Peel Group agreed to underwrite their rights for which the Group paid £971,726. The Gordon Family Shareholders agreed to underwrite part of their rights for which the Group paid £236,940.
There have been no other related party transactions during the period that require disclosure under Section DTR 4.2.8 R of the Disclosure and Transparency Rules or under IAS 34 Interim Financial Reporting except those disclosed elsewhere in this condensed set of financial statements.
29 Change in accounting policy
As described in note 2 the Group has adopted IFRS 11 Joint Arrangements in preparing these interim financial statements. The tables below show the impact on the income statements and balance sheets for the periods presented in these interim financial statements. The adoption of IFRS 11 Joint Arrangements has no impact on the profit for the period attributable to owners of Intu Properties plc and non-controlling interests, basic earnings per share and diluted earnings per share, to the consolidated statement of comprehensive income or equity for current or comparative periods.
Six months | Six months | ||
ended 30 June | ended 30 June | ||
2014 before | Impact of | 2014 | |
adoption | IFRS 11 | as presented | |
Consolidated income statement | £m | £m | £m |
Revenue | 278.8 | (17.7) | 261.1 |
Net rental income | 189.2 | (11.6) | 177.6 |
Net other income | 2.0 | (0.2) | 1.8 |
Revaluation of investment and development property | 573.3 | (26.1) | 547.2 |
Gain on acquisition of businesses | 1.2 | - | 1.2 |
Gain on part disposal of intu Uxbridge | 0.6 | - | 0.6 |
Administration expenses - ongoing | (14.9) | - | (14.9) |
Administration expenses - exceptional | (11.9) | - | (11.9) |
Operating profit | 739.5 | (37.9) | 701.6 |
Finance costs | (97.7) | 2.3 | (95.4) |
Finance income | 0.5 | 3.1 | 3.6 |
Other finance costs | (25.9) | - | (25.9) |
Change in fair value of financial instruments | (15.6) | (0.5) | (16.1) |
Net finance costs | (138.7) | 4.9 | (133.8) |
Profit before tax, joint ventures and associates | 600.8 | (33.0) | 567.8 |
Current tax | (0.3) | - | (0.3) |
Deferred tax | 0.6 | - | 0.6 |
Taxation | 0.3 | - | 0.3 |
Share of profit of joint ventures | - | 33.0 | 33.0 |
Share of profit of associates | 1.2 | - | 1.2 |
Profit for the period | 602.3 | - | 602.3 |
29 Change in accounting policy
Six months | Year ended | |||||
ended | Six months | 31 December | Year ended | |||
30 June 2013 | ended | 2013 | 31 December | |||
as previously | Impact of | 30 June 2013 | as previously | Impact of | 2013 | |
presented | IFRS 11 | re-presented | presented | IFRS 11 | re-presented | |
Consolidated income statement | £m | £m | £m | £m | £m | £m |
Revenue | 259.3 | (9.0) | 250.3 | 533.2 | (21.6) | 511.6 |
Net rental income | 181.0 | (6.6) | 174.4 | 369.5 | (13.3) | 356.2 |
Net other income | 2.4 | - | 2.4 | 3.8 | (0.1) | 3.7 |
Revaluation of investment and | ||||||
development property | 70.2 | (9.4) | 60.8 | 125.8 | (15.9) | 109.9 |
Administration expenses - ongoing | (13.9) | - | (13.9) | (27.7) | 0.1 | (27.6) |
Administration expenses - exceptional | (16.5) | - | (16.5) | (21.2) | - | (21.2) |
Operating profit | 223.2 | (16.0) | 207.2 | 450.2 | (29.2) | 421.0 |
Finance costs | (98.5) | 2.5 | (96.0) | (197.2) | 4.6 | (192.6) |
Finance income | 0.6 | - | 0.6 | 0.6 | - | 0.6 |
Other finance costs | (115.0) | - | (115.0) | (164.5) | - | (164.5) |
Change in fair value of | ||||||
financial instruments | 184.0 | (0.9) | 183.1 | 273.8 | (1.5) | 272.3 |
Net finance costs | (28.9) | 1.6 | (27.3) | (87.3) | 3.1 | (84.2) |
Profit before tax, joint ventures | ||||||
and associates | 194.3 | (14.4) | 179.9 | 362.9 | (26.1) | 336.8 |
Current tax | (0.3) | 0.1 | (0.2) | (0.8) | - | (0.8) |
Deferred tax | 5.2 | - | 5.2 | 1.4 | - | 1.4 |
Taxation | 4.9 | 0.1 | 5.0 | 0.6 | - | 0.6 |
Share of profit of joint ventures | - | 14.3 | 14.3 | - | 26.1 | 26.1 |
Share of profit of associates | 0.6 | - | 0.6 | 0.5 | - | 0.5 |
Profit for the period | 199.8 | - | 199.8 | 364.0 | - | 364.0 |
29 Change in accounting policy
As at | |||
30 June 2014 | As at | ||
before | Impact of | 30 June 2014 | |
adoption | IFRS 11 | as presented | |
Consolidated balance sheet | £m | £m | £m |
Non-current assets | |||
Investment and development property | 8,773.9 | (817.3) | 7,956.6 |
Plant and equipment | 6.2 | - | 6.2 |
Investment in joint ventures | - | 715.8 | 715.8 |
Investment in associates | 36.8 | - | 36.8 |
Other investments | 158.1 | - | 158.1 |
Goodwill | 6.0 | (2.0) | 4.0 |
Derivative financial instruments | 20.0 | - | 20.0 |
Trade and other receivables | 106.2 | (13.8) | 92.4 |
9,107.2 | (117.3) | 8,989.9 | |
Current assets | |||
Trading property | 0.1 | (0.1) | - |
Trade and other receivables | 115.7 | (5.1) | 110.6 |
Derivative financial instruments | 0.7 | - | 0.7 |
Cash and cash equivalents | 199.5 | (26.9) | 172.6 |
316.0 | (32.1) | 283.9 | |
Total assets | 9,423.2 | (149.4) | 9,273.8 |
Current liabilities | |||
Trade and other payables | (273.2) | 27.3 | (245.9) |
Current tax liabilities | (0.7) | 0.1 | (0.6) |
Borrowings | (147.0) | 78.7 | (68.3) |
Derivative financial instruments | (9.3) | 0.4 | (8.9) |
(430.2) | 106.5 | (323.7) | |
Non-current liabilities | |||
Borrowings | (4,140.0) | 36.7 | (4,103.3) |
Derivative financial instruments | (224.7) | 0.4 | (224.3) |
Other payables | (3.2) | - | (3.2) |
Deferred tax | (5.8) | 5.8 | - |
(4,373.7) | 42.9 | (4,330.8) | |
Total liabilities | (4,803.9) | 149.4 | (4,654.5) |
Net assets | 4,619.3 | - | 4,619.3 |
As at | ||||||
31 December | As at | As at | As at | |||
2013 | 31 December | 30 June 2013 | 30 June | |||
as previously | Impact of | 2013 | as previously | Impact of | 2013 | |
presented | IFRS 11 | re-presented | presented | IFRS 11 | re-presented | |
Consolidated balance sheet | £m | £m | £m | £m | £m | £m |
Non-current assets | ||||||
Investment and development property | 7,551.4 | (272.7) | 7,278.7 | 7,319.2 | (266.0) | 7,053.2 |
Plant and equipment | 5.5 | - | 5.5 | 8.8 | - | 8.8 |
Investment in joint ventures | - | 209.5 | 209.5 | - | 202.2 | 202.2 |
Investment in associates | 35.8 | - | 35.8 | 40.7 | - | 40.7 |
Other investments | 154.9 | - | 154.9 | 170.5 | - | 170.5 |
Goodwill | 8.2 | - | 8.2 | 4.0 | - | 4.0 |
Derivative financial instruments | 25.1 | - | 25.1 | 22.4 | - | 22.4 |
Trade and other receivables | 111.2 | (12.0) | 99.2 | 104.0 | (12.0) | 92.0 |
7,892.1 | (75.2) | 7,816.9 | 7,669.6 | (75.8) | 7,593.8 | |
Current assets | ||||||
Trading property | 0.4 | (0.2) | 0.2 | 1.0 | (0.8) | 0.2 |
Trade and other receivables | 81.6 | (3.5) | 78.1 | 78.2 | (4.1) | 74.1 |
Derivative financial instruments | 0.7 | - | 0.7 | 0.7 | - | 0.7 |
Short-term investments | 69.3 | - | 69.3 | - | - | - |
Cash and cash equivalents | 165.5 | (8.8) | 156.7 | 139.9 | (7.5) | 132.4 |
317.5 | (12.5) | 305.0 | 219.8 | (12.4) | 207.4 | |
Total assets | 8,209.6 | (87.7) | 8,121.9 | 7,889.4 | (88.2) | 7,801.2 |
Current liabilities | ||||||
Trade and other payables | (245.8) | 7.7 | (238.1) | (241.1) | 7.8 | (233.3) |
Current tax liabilities | (1.2) | 0.3 | (0.9) | (0.6) | 0.3 | (0.3) |
Borrowings | (149.2) | 78.3 | (70.9) | (43.4) | 0.1 | (43.3) |
Derivative financial instruments | (11.4) | 1.3 | (10.1) | (14.0) | - | (14.0) |
(407.6) | 87.6 | (320.0) | (299.1) | 8.2 | (290.9) | |
Non-current liabilities | ||||||
Borrowings | (3,944.0) | - | (3,944.0) | (3,846.6) | 78.0 | (3,768.6) |
Derivative financial instruments | (220.5) | - | (220.5) | (308.3) | 1.9 | (306.4) |
Other payables | (4.4) | 0.1 | (4.3) | (3.3) | 0.1 | (3.2) |
Deferred tax | (12.0) | - | (12.0) | - | - | - |
(4,180.9) | 0.1 | (4,180.8) | (4,158.2) | 80.0 | (4,078.2) | |
Total liabilities | (4,588.5) | 87.7 | (4,500.8) | (4,457.3) | 88.2 | (4,369.1) |
Net assets | 3,621.1 | - | 3,621.1 | 3,432.1 | - | 3,432.1 |
OTHER INFORMATION
INVESTMENT AND DEVELOPMENT PROPERTY (unaudited)
Property data - including Group's share of joint ventures
Market | Initial | Nominal | |||||
value | yield | "Topped-up" | equivalent | ||||
£m | Ownership | Notes | (EPRA) | NIY (EPRA) F | yield | Occupancy | |
As at 30 June 2014 |
| ||||||
Subsidiaries |
| ||||||
intu Trafford Centre | 2,200.0 | 100% |
| 3.8% | 4.0% | 4.5% | 96% |
intu Lakeside | 1,248.0 | 100% |
| 4.3% | 4.4% | 5.0% | 96% |
intu Metrocentre | 922.0 | 90% | A | 4.4% | 4.7% | 5.4% | 96% |
intu Braehead | 602.3 | 100% |
| 4.0% | 4.2% | 5.8% | 92% |
Manchester Arndale | 425.1 | 48% | B | 4.7% | 4.8% | 5.2% | 97% |
intu Derby | 406.0 | 100% |
| 6.6% | 6.6% | 6.2% | 99% |
intu Watford | 335.0 | 93% |
| 4.5% | 4.9% | 6.3% | 95% |
intu Victoria Centre | 299.0 | 100% |
| 3.9% | 4.9% | 6.2% | 98% |
intu Milton Keynes | 267.0 | 100% |
| 4.8% | 4.8% | 5.1% | 99% |
intu Eldon Square | 265.1 | 60% |
| 4.3% | 5.1% | 6.1% | 97% |
intu Chapelfield | 260.0 | 100% |
| 5.2% | 5.3% | 6.0% | 98% |
Cribbs Causeway | 239.3 | 33% | C | 4.0% | 4.5% | 5.6% | 92% |
intu Bromley | 166.3 | 64% |
| 5.3% | 5.6% | 7.3% | 91% |
intu Potteries | 162.0 | 100% |
| 5.8% | 5.8% | 7.5% | 92% |
Other | 215.3 | D | |||||
| |||||||
| |||||||
Investment and development property |
| ||||||
before Group's share of joint ventures | 8,012.4 |
| |||||
| |||||||
Joint ventures |
| ||||||
St David's, Cardiff | 282.5 | 50% |
| 4.9% | 5.3% | 5.5% | 94% |
intu Merry Hill | 415.9 | 50% |
| 5.3% | 5.3% | 5.1% | 95% |
Parque Principado | 75.1 | 50% |
| 6.6% | 7.1% | 6.8% | 100% |
Other | 56.7 |
| |||||
Investment and development property | |||||||
including Group's share of joint ventures | 8,842.6 | 4.43% | 4.66% | 5.35% | 96% E | ||
As at 31 December 2013 | |||||||
including Group's share of joint ventures | 7,623.8 | 4.74% | 4.97% | 5.79% | 95% | ||
Please refer to the glossary for the definition of terms.
Notes
A | Interest shown is that of The Metrocentre Partnership in intu Metrocentre (90 per cent) and the Metro Retail Park (100 per cent). |
| The Group has a 60 per cent interest in the Metrocentre Partnership which is consolidated as a subsidiary of the Group. |
B | The Group's interest is through a joint operation ownership of a 95 per cent interest in Manchester Arndale, and a 90 per cent |
| interest in New Cathedral Street, Manchester. |
C | The Group's interest is through a joint operation ownership of a 66 per cent interest in The Mall at Cribbs Causeway and a 100 |
| per cent interest in The Retail Park, Cribbs Causeway. |
D | Includes the Group's 67 per cent economic interest in intu Broadmarsh, the Group's 100 per cent economic interest |
| in Soar at intu Braehead and the Group's 100% economic interest in Sprucefield, Northern Ireland. |
E | The EPRA vacancy rate at 30 June 2014 was 2.9 per cent (31 December 2013 3.0 per cent). |
F | Net initial yield adjusted for the expiration of rent free periods and other unexpired lease incentives. |
Analysis of capital return in the period - including Group's share of joint ventures
Market value | ||||
30 June | 31 December | Revaluation surplus * | ||
2014 | 2013 | 30 June 2014 | ||
£m | £m | £m | % | |
Like-for-like property | 7,752.7 | 7,187.5 | 543.5 | 7.6 |
Acquisitions | 890.3 | - | 24.3 | n/a |
Parque Principado and intu Uxbridge | 118.8 | 357.0 | 5.6 | n/a |
Developments | 80.8 | 79.3 | (0.1) | n/a |
Total investment and development property | 8,842.6 | 7,623.8 | 573.3 | n/a |
* Revaluation surplus includes amortisation of lease incentives and fixed head leases.
Additional property information - including Group's share of joint ventures
As at | As at | |
30 June | 31 December | |
2014 | 2013 | |
£m | £m | |
Passing rent | 402.3 | 367.9 |
ERV | 512.5 | 476.0 |
Weighted average unexpired lease | 7.1 years | 7.5 years |
EPRA Cost Ratios - including Group's share of joint ventures
Six months | Six months | Year | |
ended | ended | ended | |
30 June | 30 June | 31 December | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
EPRA Costs (including direct vacancy costs) | 44.9 | 39.5 | 79.8 |
EPRA Costs (excluding direct vacancy costs) | 35.8 | 33.6 | 66.3 |
Gross Rental Income | 219.2 | 206.6 | 421.6 |
EPRA Cost Ratio (including direct vacancy costs) | 20.5% | 19.1% | 18.9% |
EPRA Cost Ratio (excluding direct vacancy costs) | 16.4% | 16.3% | 15.7% |
FINANCIAL COVENANTS (unaudited)
Intu (SGS) Finance plc and Intu (SGS) Finco Limited ('Secured Group Structure') at 30 June 2014
Interest | Interest | |||||||||
Loan | LTV | LTV | cover | cover | ||||||
£m | Maturity | covenant* | actual | covenant* | actual | |||||
| ||||||||||
4.625 per cent bonds | 350.0 | 2028 | ||||||||
3.875 per cent bonds | 450.0 | 2023 | ||||||||
Term loan | 351.8 | 2018 | ||||||||
| ||||||||||
| ||||||||||
1,151.8 |
| 80% | 46% | 125% | 225% | |||||
* Tested on the Security Group, the principle assets of which are intu Lakeside, intu Braehead, intu Watford and intu Victoria Centre. Further | ||||||||||
details on the operating covenant regime are included in the 2013 Annual Report. | ||||||||||
The Trafford Centre Finance Limited |
There are no financial covenants on the intu Trafford Centre debt of £821.1 million at 30 June 2014. However a debt service charge |
ratio is assessed quarterly and where this falls below specified levels certain restrictions come into force. The ratio of loan to |
30 June 2014 market value is 39 per cent. |
Intu Metrocentre Finance plc at 30 June 2014
Interest | Interest | |||||
Loan | LTV | LTV | cover | cover | ||
£m | Maturity | covenant | actual | covenant | actual* | |
4.125 per cent bonds | 485.0 | 2023 | 100% | 53% | 125% | 219% |
\* The interest cover calculation presented above is based on a full 12 month period of income and finance costs, not just the period since the issue of the bond.
Other asset-specific debt
Loan |
| ||||||||
outstanding at |
| Loan to | Interest | Interest | |||||
31 July 2014(1) |
| LTV | 30 June 2014 | cover | cover | ||||
£m | Maturity | covenant | market value(2) |
| covenant | actual(3) |
| ||
| |||||||||
intu Chapelfield | 203.5 | 2016 | n/a | 78% | 120% | 158% |
| ||
intu Bromley | 115.1 | 2016 | 80% | 69% | 120% | 189% | |||
intu Merry Hill | 191.3 | 2016 | 65% | 46% | 150% | 354% | |||
intu Derby | 202.5 | 2016 | 70% | 50% | 150% | 648% | |||
Sprucefield | 30.0 | 2016 | 65% | 44% | 150% | 521% | |||
Barton Square | 42.5 | 2017 | 65% | 49% | 175% | 201% | |||
intu Milton Keynes (4) | 125.3 | 2017 | 65% | 47% | 150% | 305% | |||
Parque Principado (Euros) | 94.7 | 2019 | 65% | 55% | 150% | 275% | |||
The loans secured on St David's, Cardiff (£79 million) and Soar, previously Braehead Leisure, (£43 million) will be repaid in August and | |||||||||
September respectively. The financial covenants in respect of these two loans are currently being complied with. |
Notes
(1) The loan values are the principal balances outstanding at 31 July 2014, which take into account any principal repayments made up to 31 July 2014. The balance sheet value of the loans includes unamortised fees.
(2) The Loan to 30 June 2014 market value provides an indication of the impact the 30 June 2014 property valuations undertaken for inclusion in the condensed financial statements could have on the LTV covenants. The actual timing and manner of testing LTV covenants varies and is loan specific.
(3) Based on latest certified figures, calculated in accordance with loan agreements, which have been submitted between 30 June 2014 and 31 July 2014. The calculations are loan specific and include a variety of historic, forecast and in certain instances a combined historic and forecast basis.
(4) During the period, the loan facility was extended by one year.
Intu Debenture plc at 30 June 2014
Capital | Capital | Interest | Interest | ||||||
Loan | cover | cover | cover | cover | |||||
Maturity | £m | covenant | actual | covenant | actual | ||||
| 2027 | 227.8 | 150% | 210% | 100% | 104% | |||
The debenture is currently secured on the Group's interests in intu Potteries, intu Eldon Square, and intu Broadmarsh.
Should the capital cover or interest cover test be breached, Intu Debenture plc (the 'issuer') has three months from the date of delivery of the valuation or the latest certificate to the Trustees to make good any deficiencies. The issuer may withdraw property secured on the debenture by paying a sum of money or through the substitution of alternative property provided that the loan to value and income tests are satisfied immediately following the substitution.
Financial covenants on corporate facilities at 30 June 2014
Interest | Interest | Borrowings/ | Borrowings/ | ||||||
Net worth | Net worth | cover | cover | net worth | net worth | ||||
covenant | actual | covenant* | actual | covenant* | actual | ||||
£375m facility, maturing in 2017* | £750.0m | £2,630.2m | 120% | 178% | 110% | 57% | |||
£300m due in 2018 - 2.5 per cent | n/a | n/a | n/a | n/a | 175% | 8% | |||
convertible bonds** | |||||||||
* Tested on the Borrower Group which excludes, at the Group's election, certain subsidiaries with asset-specific finance. The | |||||||||
facility is secured on the Group's investments in Manchester Arndale and Cribbs Causeway. | |||||||||
** Tested on the Group excluding, at the Group's election, the borrowings of certain subsidiaries with asset-specific finance. |
GROUP INCLUDING SHARE OF JOINT VENTURES (unaudited)
The information below is presented to show the Group including its share of joint ventures. A reconciliation from the amounts shown in the Group's income statement and balance sheet is also shown.
Underlying profit for the six months ended 30 June 2014
Group | ||||
Group's | Share of | including | ||
income | joint | share of joint | ||
statement | ventures | ventures | ||
£m | £m | £m | ||
Net rental income | 177.6 | 11.6 | 189.2 | |
Net other income | 1.8 | 0.2 | 2.0 | |
179.4 | 11.8 | 191.2 | ||
Administration expenses | (14.9) | - | (14.9) | |
Underlying operating profit | 164.5 | 11.8 | 176.3 | |
Finance costs | (95.4) | (2.3) | (97.7) | |
Finance income | 3.6 | (3.1) | 0.5 | |
Other finance costs | (3.1) | - | (3.1) | |
Underlying net finance costs | (94.9) | (5.4) | (100.3) | |
Underlying profit before tax and associates | 69.6 | 6.4 | 76.0 | |
Tax on underlying profit | (0.3) | - | (0.3) | |
Share of underlying profit of joint ventures | 6.4 | (6.4) | - | |
Share of underlying profit of associates | - | - | - | |
Remove amounts attributable to non-controlling interests | (0.8) | - | (0.8) | |
Interest on convertible bonds deducted directly in equity | (2.9) | - | (2.9) | |
Underlying earnings | 72.0 | - | 72.0 | |
Balance sheet as at 30 June 2014
Group | ||||
Group's | Share of | including | ||
balance | joint | share of joint | ||
sheet | ventures | ventures | ||
£m | £m | £m | ||
Assets | ||||
Investment and development property | 7,956.6 | 817.3 | 8,773.9 | |
Investments in joint ventures | 715.8 | (715.8) | - | |
Derivative financial instruments | 20.7 | - | 20.7 | |
Cash and cash equivalents | 172.6 | 26.9 | 199.5 | |
Other assets | 408.1 | 21.0 | 429.1 | |
Total assets | 9,273.8 | 149.4 | 9,423.2 | |
Liabilities | ||||
Borrowings | (4,171.6) | (115.4) | (4,287.0) | |
Derivative financial instruments | (233.2) | (0.8) | (234.0) | |
Other liabilities | (249.7) | (33.2) | (282.9) | |
Total liabilities | (4,654.5) | (149.4) | (4,803.9) | |
Net assets | 4,619.3 | - | 4,619.3 | |
The table below provides a reconciliation between the components of net debt included on the Group's balance sheet and net external debt including the Group's share of joint ventures debt and cash.
Net external debt
30 June | 31 December | 30 June | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Total borrowings | 4,171.6 | 4,014.9 | 3,811.9 |
Cash and cash equivalents | (172.6) | (156.7) | (132.4) |
Net debt | 3,999.0 | 3,858.2 | 3,679.5 |
Metrocentre compound financial instrument | (163.1) | (160.0) | (156.8) |
Short-term investments (1) | - | (69.3) | - |
Net external debt - before Group's share of joint ventures | 3,835.9 | 3,628.9 | 3,522.7 |
Add share of borrowing of joint ventures | 115.4 | 78.3 | 78.1 |
Less share of cash of joint ventures | (26.9) | (8.8) | (7.5) |
Net external debt - including Group's share of joint ventures | 3,924.4 | 3,698.4 | 3,593.3 |
Analysed as: | |||
Debt including Group's share of joint ventures | 4,123.9 | 3,933.2 | 3,733.2 |
Cash including Group's share of joint ventures | (199.5) | (165.5) | (139.9) |
Short-term investments(1) | - | (69.3) | - |
Net external debt including Group's share of joint ventures | 3,924.4 | 3,698.4 | 3,593.3 |
(1) Short-term investments represent CMBS notes issued in respect of intu Metrocentre and received as cash in February 2014 following refinancing of this borrowing
Debt to assets ratio
30 June | 31 December | 30 June | |
2014 | 2013 | 2013 | |
£m | £m | £m | |
Market value of investment and development property | 8,842.6 | 7,623.8 | 7,386.2 |
Net external debt | (3,924.4) | (3,698.4) | (3,593.3) |
Debt to assets ratio | 44.4% | 48.5% | 48.6% |
Interest rate swaps
The table below sets out the nominal amount and average rate of hedging, excluding lenders' margins, in place under | |||
current and forward starting swap contracts. | |||
Average | |||
Nominal amount | rate | ||
£m | % | ||
In effect on or after: | |||
1 year | 1,791 | 3.39 | |
2 years | 1,862 | 3.45 | |
5 years | 804 | 4.99 | |
10 years | 678 | 4.82 | |
15 years | 668 | 4.83 | |
20 years | 443 | 4.59 | |
UNDERLYING PROFIT STATEMENT (unaudited)
For the six months ended 30 June 2014
The underlying profit information in the table below shows the Group including its share of joint ventures which have been included on a line by line basis.
Six months | Six months | |||
ended | Six months | ended | Year ended | |
30 June | ended | 31 December | 31 December | |
2014 | 30 June 2013 | 2013 | 2013 | |
£m | £m | £m | £m | |
Net rental income | 189.2 | 181.0 | 188.5 | 369.5 |
Net other income | 2.0 | 2.4 | 1.4 | 3.8 |
191.2 | 183.4 | 189.9 | 373.3 | |
Administration expenses | (14.9) | (13.9) | (13.8) | (27.7) |
Underlying operating profit | 176.3 | 169.5 | 176.1 | 345.6 |
Finance costs | (97.7) | (98.5) | (98.7) | (197.2) |
Finance income | 0.5 | 0.6 | - | 0.6 |
Other finance costs | (3.1) | (3.3) | (3.2) | (6.5) |
Underlying net finance costs | (100.3) | (101.2) | (101.9) | (203.1) |
Underlying profit before tax and associates | 76.0 | 68.3 | 74.2 | 142.5 |
Tax on underlying profit | (0.3) | (0.3) | (0.6) | (0.9) |
Share of underlying profit of associates | - | 0.1 | (0.1) | - |
Remove amounts attributable to non-controlling interests | (0.8) | 2.9 | 1.5 | 4.4 |
Interest on convertible bonds deducted directly in equity | (2.9) | (2.9) | (2.9) | (5.8) |
Underlying earnings | 72.0 | 68.1 | 72.1 | 140.2 |
Underlying earnings per share (pence) | 6.4p | 6.8p | 6.9p | 13.7p |
Weighted average number of shares | 1,129.5 | 1,004.0 | 1,049.7 | 1,027.1 |
DIVIDENDS
The Directors of Intu Properties plc have announced an interim dividend per ordinary share (ISIN GB0006834344) of 4.6 pence (2013 - 4.6 pence adjusted for rights issue bonus factor, actual paid - 5.0 pence) payable on 25 November 2014 (see salient dates below). The dividend will be partly paid as a Property Income Distribution ("PID") and partly paid as a non-PID. The PID element will be subject to deduction of a 20 per cent withholding tax unless exemptions apply (please refer to the PID Special note below). Any non-PID element will be treated as an ordinary UK company dividend. Shareholders will be advised of the PID/non-PID split no later than Friday 3 October 2014. The calculation for shareholders electing to receive scrip shares will be based on a combination of non-PID and PID, to be determined by the Board. The basis of calculation will be included in the advice to shareholders to be issued no later than 3 October 2014.
Dates The following are the salient dates for the payment of the interim dividend: | |
Thursday, 9 October 2014 | Sterling/Rand exchange rate struck. |
Friday, 10 October 2014 | Sterling/Rand exchange rate and dividend amount in SA currency announced. |
Monday, 20 October 2014 | Ordinary shares listed ex-dividend on the JSE, Johannesburg |
Thursday, 23 October 2014 | Ordinary shares listed ex-dividend on the London Stock Exchange. |
Friday, 24 October 2014 | Record date for interim dividend in London and Johannesburg. |
Friday, 24 October 2014 | UK shareholders only: Last date for receipt of Tax Exemption Declaration forms to permit dividends to be paid gross. |
Tuesday, 25 November 2014 | Dividend payment day for shareholders |
Note: If a scrip dividend alternative were to be offered, the deadline for submission of valid election forms will be 24 October 2014 for shareholders on the South African register and 31 October 2014 for shareholders on the UK register. South African shareholders should note that, in accordance with the requirements of Strate, the last day to trade cum-dividend will be Friday, 17 October 2014 and that no dematerialisation or rematerialisation of shares will be possible from Monday, 20 October to Friday, 24 October 2014 inclusive. No transfers between the UK and South African registers may take place from Wednesday, 8 October to Sunday, 26 October 2014 inclusive. PID SPECIAL NOTE: UK shareholders: For those who are eligible for exemption from the 20 per cent withholding tax and have not previously registered for exemption, an HM Revenue & Customs ("HMRC") Tax Exemption Declaration is available for download from the "Investors" section of the Intu Properties plc website (intugroup.co.uk), or on request to our UK registrars, Capita Asset Services. Validly completed forms must be received by Capita Asset Services no later than the Record Date, Friday 24 October 2014; otherwise the dividend will be paid after deduction of tax. South African and other non-UK shareholders: South African shareholders may apply to HMRC after payment of the dividend for a refund of the difference between the 20 per cent withholding tax and the UK/South African double taxation treaty rate of 15 per cent. Other non-UK shareholders may be able to make similar claims for a refund of UK withholding tax deducted. Refund application forms for all non-UK shareholders are available for download from the "Investors" section of the Intu Properties plc website (intugroup.co.uk), or on request to our SA registrars, Computershare, or HMRC. UK withholding tax refunds are not claimable from Intu Properties plc, the South African Revenue Service ("SARS") or other national authorities, only from the UK's HMRC. Additional information on PIDs can be found at www.intugroup.co.uk/investors/shareholders-bondholders/real-estate-investment-trust/ The above does not constitute advice and shareholders should seek their own professional guidance. Intu Properties plc does not accept liability for any loss suffered arising from reliance on the above. |
GLOSSARY
ABC1 customers |
Proportion of customers within UK social groups A, B and C1, defined as members of households whose chief earner's occupation is professional, higher or intermediate management, or supervisory. |
Annual property income |
The Group's share of passing rent plus the external valuers' estimate of annual excess turnover rent and sundry income such as that from car parks and mall commercialisation. |
Debt to assets ratio |
Net external debt divided by the market value of investment and development property. |
Diluted figures |
Reported amounts adjusted to include the effects of dilutive potential shares issuable under convertible bonds and employee incentive arrangements. |
Earnings per share |
Profit for the period attributable to owners of Intu divided by the weighted average number of shares in issue during the period. |
EPRA |
European Public Real Estate Association, the publisher of Best Practice Recommendations intended to make financial statements of public real estate companies in Europe clearer, more transparent and comparable. |
ERV (estimated rental value) |
The external valuers' estimate of the Group's share of the current annual market rent of all lettable space net of any non-recoverable charges, before bad debt provision and adjustments required under IFRS regarding tenant lease incentives. |
Exceptional items |
Exceptional items are those items that in the Directors' view are required to be separately disclosed by virtue of their size or incidence to enable a full understanding of the Group's financial performance. |
Headline rent ITZA |
Annual contracted rent per square foot after expiry of concessionary periods in terms of zone A. |
Interest cover |
Underlying operating profit excluding trading property related items divided by the net finance cost plus interest on convertible bonds recognised in equity excluding the change in fair value of financial instruments, exceptional finance costs and amortisation of compound financial instruments. |
Interest rate swap |
A derivative financial instrument enabling parties to exchange interest rate obligations for a predetermined period. These are used by the Group to convert floating rate debt to fixed rates. |
IPD |
Investment Property Databank Ltd, producer of an independent benchmark of property returns. |
Like-for-like property |
Investment property which has been owned throughout both periods without significant capital expenditure in either period, so that income can be compared on a like-for-like basis. For the purposes of comparison of capital values, this will also include assets owned at the previous reporting period end but not throughout the prior period. |
Long-term lease |
A lease with a term certain of at least five years. |
Loan-to-value (LTV) |
The ratio of attributable debt to the market value of an investment property. |
NAV per share (diluted, adjusted) |
NAV per share calculated on a diluted basis and adjusted to reflect any unrecognised surplus on trading properties (net of tax), to remove the fair value of derivatives (net of tax), to remove goodwill resulting from the recognition of deferred tax liabilities, and to remove deferred tax on investment and development property and other investments. |
Net asset value (NAV) per share |
Net assets attributable to owners of Intu Properties plc divided by the number of ordinary shares in issue at the period end. |
Net external debt |
Net debt for the Group including its share of joint ventures after removing the Metrocentre compound financial instrument and, for 31 December 2013, short-term investments representing CMBS notes issued in respect of intu Metrocentre and received as cash in February 2014. |
Net initial yield (EPRA) |
Annualised net rent on investment property (after deduction of revenue costs such as head rent, running void, service charge after shortfalls, empty rates and merchant association contribution) expressed as a percentage of the gross market value before deduction of theoretical acquisition costs, consistent with EPRA's net initial yield and as provided by the Group's independent external valuers. |
Net rental income |
The Group's share of net rents receivable as shown in the income statement, having taken due account of non-recoverable costs, bad debt provisions and adjustments to comply with IFRS including those regarding tenant lease incentives. |
NNNAV per share (diluted, adjusted) |
NAV per share (diluted, adjusted) adjusted to include the fair values of derivatives, debt, and deferred taxes. |
Nominal equivalent yield |
Effective annual yield to a purchaser from the assets individually at market value after taking account of notional acquisition costs assuming rent is receivable annually in arrears, reflecting ERV but disregarding potential changes in market rents, as determined by the Group's independent external valuers. |
Occupancy |
The passing rent of let and under offer units expressed as a percentage of the passing rent of let and under offer units plus ERV of un-let units, excluding development and recently completed properties. Units let to tenants in administration and still trading are treated as let and those no longer trading are treated as un-let. |
Passing rent |
The Group's share of contracted annual rents receivable at the balance sheet date. This takes no account of accounting adjustments made in respect of rent free periods or tenant incentives, the reclassification of certain lease payments as finance charges or any irrecoverable costs and expenses, and does not include excess turnover rent, additional rent in respect of unsettled rent reviews or sundry income such as from car parks etc. Contracted annual rents in respect of tenants in administration are excluded. |
PMA |
Property Market Analysis LLP, a producer of property market research and forecasting. |
Property Income Distribution (PID) |
A dividend, generally subject to UK withholding tax at the basic rate of income tax, that a UK REIT is required to pay to its shareholders from its qualifying rental profits. Certain classes of shareholder may qualify to receive a PID gross, shareholders should refer to intugroup.co.uk for further information. The Group can also pay non-PID dividends which are not subject to UK withholding tax. |
Real Estate Investment Trust (REIT) |
A tax regime which exempts from corporation tax the rental profits and capital gains of the REIT's qualifying investment property activities. In the UK, the regime must be elected into and the REIT must meet certain ongoing qualifications, including the requirement to distribute at least 90 per cent of qualifying rental profits to shareholders. The Group elected for REIT status with effect from 1 January 2007. |
Scrip Dividend Scheme |
The Group offers shareholders the opportunity to participate in the Scrip Dividend Scheme. This enables participating shareholders to receive shares instead of cash when a Scrip Alternative is offered for a particular dividend. |
Tenant (or lease) incentives |
Any incentives offered to occupiers to enter into a lease. Typically incentives are in the form of an initial rent free period and/or a cash contribution to fit-out the premises. Under IFRS the value of incentives granted to tenants is amortised through the income statement on a straight-line basis over the lease term. |
Topped-up NIY (EPRA) |
Net initial yield adjusted for the expiration of rent free periods and other unexpired lease incentives. |
Total financial return |
The change in NAV per share (diluted, adjusted) plus dividends per share paid in the period expressed as a percentage of opening NAV per share (diluted, adjusted). |
Trading property |
Property held for trading purposes rather than to earn rentals or for capital appreciation and shown as a current asset in the balance sheet. |
Underlying earnings per share (EPS) |
Earnings per share adjusted to exclude valuation movements, exceptional items and related tax. |
Underlying figures |
Amounts described as underlying exclude valuation movements, exceptional items and related tax. |
Vacancy rate (EPRA) |
The ERV of vacant space divided by total ERV. |
Yield shift |
A movement (usually expressed in basis points) in the yield of a property asset. |
To view Chart 7 and Chart 8, which show the Group's top properties, please paste the following link into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/7747N_-2014-7-30.pdf
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Related Shares:
INTU.L