9th Mar 2010 07:00
9 March 2010
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LIBERTY INTERNATIONAL PLC
AUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2009
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Highlights |
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Chairman's Statement |
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Operating and Financial Review |
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Audited Financial Information |
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Summary of Investment and Development Properties |
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Other Information |
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Glossary |
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Patrick Burgess, Chairman of Liberty International, commented:
"The Group is in a substantially stronger financial position than twelve months ago with the loan to value ratio reduced from 58 per cent to 51 per cent and with cash balances of £583 million and undrawn committed facilities of £248 million. After two difficult years in the UK property industry, the Group has considerable recovery prospects. The Directors therefore face the future with a measure of confidence.
The Capital & Counties business has become an attractive central London focused business concentrated on three landmark estates including Covent Garden and Earls Court & Olympia. This business has been almost entirely created in the last five years with the active involvement of its current management team through much of that period.
Capital Shopping Centres is a market leader in the UK regional shopping centre business embracing the highest quality centres with a senior management team whose worth has been proven through several economic cycles. Retail trade in the UK continues to gravitate towards the strongest destinations, the supply pipeline of new retail space has sharply diminished, and this is greatly to the benefit of existing centres.
The Board believes that the demerger announced today into two distinct focused businesses will enable Capital Shopping Centres and Capital & Counties each to achieve their full potential over a period of time".
A presentation to analysts and investors will take place at 100 Liverpool Street, London EC2 at 09.30GMT on 9 March 2010. 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 www.liberty-international.co.uk.
Enquiries:
Liberty International PLC: |
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David Fischel |
Chief Executive |
+44 (0)20 7960 1207 |
Ian Durant |
Finance Director |
+44 (0)20 7960 1210 |
Kate Bowyer |
Investor Relations |
+44 (0)20 7960 1250 |
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Public relations: |
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UK: |
Michael Sandler, Hudson Sandler |
+44 (0)20 7796 4133 |
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SA: |
Nicholas Williams, College Hill |
+27 (0)11 447 3030 |
This announcement contains "forward-looking statements" regarding the belief or current expectations of Liberty International PLC, its Directors and other members of its senior management about Liberty International PLC's businesses, financial performance and results of operations. Generally, words such as, but not limited to, "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions identify forward-looking statements. 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 Liberty International 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, Liberty International PLC expressly disclaims any obligation to update or revise any forward-looking statements contained herein to reflect any change in Liberty International 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 Liberty International 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. |
HIGHLIGHTS
Financial Highlights
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Year |
Year |
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ended |
ended |
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31 December |
31 December |
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2009 |
2008 |
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Net rental income |
£371m |
£384m |
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Deficit on revaluation and sale of investment and development property |
£(768)m |
£(2,057)m |
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Change in fair value of derivative financial instruments |
£417m |
£(665)m |
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Loss before tax |
£(329)m |
£(2,662)m |
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Underlying earnings 1 |
£91m |
£105m |
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Total properties |
£6,207m |
£7,108m |
Net external debt 2 |
£3,176m |
£4,100m |
Debt to asset ratio |
51% |
58% |
Net assets (diluted, adjusted) |
£2,946m |
£2,798m |
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Adjusted earnings per share |
18.3p |
29.0p |
Dividend per share (including proposed final dividend) |
16.5p |
16.5p |
Net assets per share (diluted, adjusted) 3 |
464p |
745p |
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1 Before valuation and exceptional items
2 Net external debt excludes the £129.9 million (31 December 2008 - £120.3 million) compound financial instrument relating to the 40 per cent third party interest in MetroCentre.
3 Net assets per share (diluted, adjusted) would increase by 49 pence per share to 513 pence at 31 December 2009 (31 December 2008 - by 85 pence to 830 pence) if adjusted for notional acquisition costs amounting to £310 million (31 December 2008 - £320 million).
Capital changes
·; Strengthened financial position through £592 million net placing and open offer completed in May 2009
·; Further £274 million net raised through 9.9 per cent share placing completed in October 2009 - to enable resumption of investment in existing prime UK regional shopping centres and central London assets
·; No restatement of prior period data as capital raised through placings and open offer rather than rights issue
·; Capital raises had significant impact on 2009 outcome:
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Total |
Impact of |
2009 movement |
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change |
new capital |
excluding impact of new capital |
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Adjusted earnings per share |
(10.7)p |
(7.5)p |
(3.2)p |
(15)% |
Net asset value per share (diluted, adjusted) |
(281)p |
(165)p |
(116)p |
(20)% |
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Operational Highlights
·; Resilient net rental income with year on year reduction of only 3 per cent
·; Investment property valuation deficit improved from 12.4 per cent for the six months to 30 June 2009 to an overall 10.6 per cent for the year ended 31 December 2009 as the UK property market recovered
·; Overall outperformance of IPD since start of downturn in June 2007 but large shopping centres and the Earls Court & Olympia exhibition business did not recover as quickly as other UK property asset classes in the second half of 2009
·; Occupancy levels at Capital Shopping Centres' UK regional shopping centres improved to 97.8 per cent (31 December 2008 - 93.6 per cent). Covent Garden, London, occupancy increased to 99 per cent (31 December 2008 - 97 per cent)
·; 1 million sq. ft. expansion of St David's, Cardiff opened October 2009 now over 70 per cent committed by income
·; Increased Earls Court & Olympia ownership to 100 per cent in December 2009 by acquiring partners' interest
After year end:
·; £525 million, seven year refinancing of debt secured on Lakeside, Thurrock concluded in January 2010
·; St Andrew's Way mall, the approximately 400,000 sq. ft. extension to Eldon Square, Newcastle, opened fully let in February 2010
·; Conditional contract exchanged in January 2010 for disposal of Westgate, Oxford for £56 million
Financial position
·; Cash of £583 million and undrawn committed facilities of £248 million
·; Weighted average debt maturity following Lakeside refinancing of 5.8 years with no UK asset-specific debt refinancings until 2012 (Capital & Counties) and 2014 (Capital Shopping Centres)
CHAIRMAN'S STATEMENT
Introduction
Shareholders will have gathered from today's announcement of the Group's intention to reorganise by way of demerger into its two distinct divisions, Capital Shopping Centres and Capital & Counties, that the Directors are looking ahead in both businesses with a measure of confidence.
The proposed demerger, fuller details of which are announced today, responds to a changing approach to investment in real estate, both in the equity markets and in the property market, requiring greater focus and more active management. It will create two distinct listed businesses with different characteristics and attractions for shareholders. Capital Shopping Centres and Capital & Counties will be positioned to execute their own significant strategic plans, with investors able to select their individual weightings to each of the businesses over time. Both businesses are led by strong management teams and have first class platforms to continue to attract talent to help them to grow over time. The demerger will best position both companies to deliver strong shareholder returns. It is of course subject to the approval of shareholders and of the Court.
Neither we, nor our retail tenants, nor the shoppers who made over 300 million visits to our shopping centres and Covent Garden found the year under review an easy year.
However, the Group's experience in recent months has been encouraging. In Capital Shopping Centres, we have restored high rates of occupancy and have much scope for active management of our assets, an aspect of our business from which we have in the past derived much of our growth. We have plans, aside from the demerger proposal itself, that will occupy us fully and position us to benefit further from economic recovery. The highly successful openings of our recently completed developments, St David's, Cardiff in October 2009 and the St Andrew's Way mall in Eldon Square, Newcastle in February 2010, testify to the quality and attractiveness of CSC's product.
In our central London estate, creative management of the Covent Garden assets has noticeably improved the quality of the tenants and the attractiveness of the area as a whole. At Earls Court & Olympia, we have continued to advance preparations for what will, subject to planning, be a most significant development, one of benefit to the whole of west London, while remaining sensitive to the needs of those residing close by.
In 2009, the Board has remained focused on the three objectives set out in the 2008 Annual Report - on occupancy, on rebuilding the balance sheet and on positioning the business for growth. In successfully managing the shopping centres for occupancy, our asset teams have ensured that our prime centres remained attractive to retailers and shoppers alike, with reassuring increases in footfall and plenty of scope for net rental income recovery, while our central London estate has considerable potential. We have satisfactorily rebuilt the balance sheet and the proposed demerger will mark a new phase of corporate development for shareholders, directors and employees.
Investment Property Valuations
In 2009, investment property valuations continued to suffer, though not declining at the same rate as in the second half of 2008. Nonetheless, the 22.5 per cent reduction in 2008 combined with the further 12.4 per cent decline in the first half of 2009 presented the Board with the challenge of addressing balance sheet issues, however impermanent the value reduction might in the long term prove to be - and notwithstanding that Liberty International's experience was that our valuations, which declined by 36 per cent from the peak in June 2007 to the trough in June 2009, had not fallen as steeply as the IPD index of capital values (44 per cent).
Trends in the yield for prime shopping centres tend to alter slowly and do not immediately follow liquidity driven surges. The current valuation yield basis for our prime UK regional shopping centres has not reduced since June 2009 at the same pace as other UK property asset classes where individual lot sizes are smaller. In our view, the weighted average nominal equivalent yield of 7.08 per cent is still above the long term trend line and therefore may be expected to revert in due course, with commensurate benefit to overall capital values.
Valuation is a matter of convention. The current regime constrains the way valuers arrive at their conclusions, particularly in times of market dislocation, even though experience teaches us that crisis conditions, as in late 2008/2009 and mostly untested by actual transactions, are seldom permanent. Crisis valuations beget further crises: banks have to react to the valuations because of their own capital adequacy and loan-to-value issues.
In my view, a serious case can be made for reviewing again the workings of the principles which operate to plunge businesses and banks into freefall when, with common sense and a modified approach to the conventions in question, this could be avoided.
Balance Sheet
The valuation position made restoring the balance between capital and debt in our balance sheet inevitable, but not so imperative that we could not afford to wait to seize the appropriate moment. Since becoming a REIT in 2007, we had already embarked on a disposal programme of non-core assets. However, the Directors judged that more was called for and the company raised £866 million of equity capital, net of expenses, through two equity capital raises, the first at a lesser discount than our peers had achieved and the second at a premium to net asset value. Our approach of retaining liquidity from those capital raisings, whilst having a negative impact on short term earnings, gave us significant flexibility of response at the end of the year for selective debt repayment.
Despite a savage reduction in new property-related lending, debt finance has become more available for prime assets on reasonable terms, as we have demonstrated by financing St David's Centre, Cardiff in the second half of 2009 and refinancing Lakeside, Thurrock since the year end. At 51 per cent, the Group's net debt to assets ratio has fallen seven percentage points in the year and is now at a level appropriate to this point in the cycle. It is still above the Board's long-stated maximum of 50 per cent, and we would expect to return within this limit as market conditions permit.
Dividends
The Directors are recommending a final dividend of 11.5p per share bringing the amount paid and payable in respect of 2009 to 16.5p, the same level as 2008 and covered by the adjusted earnings per share for 2009 of 18.3p. 8.5p of the final dividend will be paid as a Property Income Distribution subject to withholding tax.
Corporate Responsibility ('CR')
Both the businesses of Liberty International, CSC and Capital & Counties, have a long-term outlook. Both CSC and Capital & Counties appreciate that they benefit from being part of the communities they seek to serve; so, I hope, do the communities themselves recognise they benefit from our presence. We consider that in certain locations we have a responsibility to provide what is, effectively, a proxy for the village square - an approach that does us, and, we believe, the communities in which we are situated, no harm. The relationship forged with tenants and with the wider groups of stakeholders in the places where our assets are located directly underpins and sustains plans for long-term, high quality growth and development.
It is pleasing, particularly because it is an integral factor in both our businesses, that in the property sector the Group continues to be numbered in the first rank across the full range of CR measures. The benchmarking agencies have once again given us a very good assessment so that the Group remains a constituent member of the BITC Corporate Responsibility Index, FTSE4Good, JSE SRI and Dow Jones Sustainability Indices and was listed for the second year running in The Sunday Times list of Best Green Companies.
The Board
As announced at the AGM in July 2009, Michael Rapp will be standing down at the 2010 AGM after 24 years on the Board. His sagacity and expertise, particularly in relation to shopping centres, have been invaluable to the development of both of our businesses. We all thank Michael for his unique and lasting contribution to the Group. I am pleased to welcome Andrew Strang and Andrew Huntley to the Board, both having distinguished backgrounds and considerable expertise in the property and investment worlds.
Prospects and priorities
In this volatile financial world, a resilient business will be one with inherent flexibility. We believe that Liberty International has demonstrated that in a sure-footed way in the past 18 months.
We commend to you the demerger and will shortly be distributing documents giving much greater detail to shareholders. Each business will be well prepared for the growth opportunities provided by our exceptional assets with which we aim to drive superior returns to shareholders into the next decade. There are still uncertainties. In this climate, balance sheets are for safeguarding and opportunities are for nurturing - but business, and the drive for efficiency, continues.
I would like to thank my Board colleagues and our very highly committed and skilled staff for their most effective contribution to the Group's progress.
Patrick Burgess
Chairman
9 March 2010
OPERATING REVIEW
INTRODUCTION
Outcome for the year
The underlying outcome for the year after stripping out the impact of the equity capital raised was a 20 per cent fall in net assets per share (diluted, adjusted) to 464 pence and a 15 per cent reduction in adjusted earnings per share to 18.3p.
The 20 per cent fall in net assets per share reflected the £732 million (10.6 per cent) investment property valuation deficit for the year, a much better outcome than the £2,051 million (22.5 per cent) valuation deficit in 2008 and an improvement on the position at the half year stage when net assets per share (diluted, adjusted) amounted to 448p.
Underlying profit excluding valuation items reduced from £105 million to £91 million. Net rental income fell by only 3 per cent from £384 million to £371 million, a resilient outcome in the circumstances. Steps taken in 2008 had a positive impact on administrative expenses which reduced from £63 million to £43 million. However, the overall interest charge increased from £217 million to £241 million reflecting the fixed rate nature of the Group's aggregate borrowings and low returns on cash balances prior to the cash being utilised.
Financial and economic background
The UK economy has been through an extended recession lasting six quarters from the second quarter of 2008 until a nominal recovery in the last quarter of 2009. The cumulative fall in GDP amounted to some 6 per cent, an exceptionally severe downturn for a developed Western economy.
The property industry as a cyclical sector employing leverage has been hard hit.
However, financial market conditions began to improve from March 2009 due to substantial monetary easing from the Government. This drove a recovery in stock markets, improved liquidity in debt markets with spreads narrowing substantially and led to a recovery in the UK direct property investment market to an extent which could not have been anticipated when we were reporting 12 months ago.
By way of illustration, the FT 350 Real Estate Index actually increased year on year by 8 per cent and recovered by 88 per cent from its low on 9 March 2009. However, the index at 31 December 2009 still stood at 64 per cent below its peak in early 2007.
With UK Government borrowing as a percentage of GDP at a record peace time level, economic growth rates are likely to be restrained for some years as future Governments attempt to reduce the extent of the stimulus whether from public sector expenditure restraint or higher taxes.
As a business focused on retail property, we need to plan on the basis of a continued challenging economic background.
Key achievements
The Group is in a considerably stronger financial position than 12 months ago with the loan to value ratio reduced from 58 per cent to 51 per cent and with cash balances of £583 million and undrawn committed facilities of £248 million.
Notwithstanding market conditions, the Group succeeded in avoiding disposals of core assets at depressed prices.
The principal achievements of the year described in greater detail elsewhere in this document were as follows:
- £866 million, net of expenses, raised in two equity offerings.
- Occupancy levels at CSC's centres re-established at 97.8 per cent after falling substantially below this figure during the year as a result of tenant failures. Occupancy at Covent Garden reached 99 per cent benefiting from our creative management approach.
- The 1 million sq.ft. major St David's, Cardiff extension opened successfully in October, now 71 per cent committed by income, 74 per cent by area.
- The purchase of the remaining 50 per cent share of Earls Court & Olympia from our former joint venture partner, with a sound operational performance from the business in the year and a £65 million pay down of the related debt facility.
- £210 million raised from disposal of non-core assets, completing the programme of disposals commenced when the Group became a REIT in 2007.
and since the year end have been:
- The £525 million refinancing of Lakeside, Thurrock in January 2010 ahead of the CMBS maturity in mid 2011 and the two year extension of the Group's £248 million revolving credit facility to 2013.
- St Andrew's Way mall, the approximately 400,000 sq.ft. extension to Eldon Square, Newcastle opened fully let in February 2010.
Capital Shopping Centres' next asset specific debt maturity is not until the second half of 2014 and Capital & Counties' is in 2012.
Future investment plans
All uncommitted capital expenditure plans of the Group were put on hold in the second half of 2008 in the light of the market turmoil at the time.
While the first £592 million equity capital raising in the first half of 2009 was earmarked for debt repayment in the face of falling property values, the follow-up £274 million placing in the second half of the year enabled the Group to consider resumption of investment plans.
At Capital Shopping Centres, ample organic investment opportunities continue to be available to the Group, both shorter-term active management projects and medium-term individual asset expansion plans, which the Group is actively pursuing.
In the case of Capital & Counties, each of the three major central London estates, Covent Garden, Earls Court & Olympia and the Great Capital Partnership, has significant investment opportunities.
Prospects
After two difficult years, the Group has strong recovery prospects.
As set out in the Capital Shopping Centres section below, CSC is focused on converting short-term lets, which were a feature of re-letting activity in 2009, into longer-term lets at higher rents with a view to driving growth in net rental income and yield compression benefiting capital values.
As the cash balances of the Group are absorbed in debt repayment, the interest charge should diminish to the benefit of the Income Statement, while the investment plans when implemented should have a positive impact on earnings.
We continue to actively explore a tax efficient solution to reduce our US activities over time.
Capital & Counties has become an attractive central London focused business concentrated on three selected landmark estates. This business has been almost entirely created in the last five years with the active involvement of its current management team through much of that period.
Capital Shopping Centres is a market leader in the UK regional shopping centre business with a focus on the highest quality centres. The supply pipeline of new retail space has sharply diminished as a result of economic conditions, to the benefit of owners of existing centres. Retail trade in the UK continues to gravitate towards the strongest destinations. The scale of CSC's activities, its positioning in a market with high barriers to entry and management expertise would imply that the value of the business as a whole substantially exceeds the market value of the individual assets.
The recently announced demerger should unlock the full potential of the Group's two separate businesses and overall generate greater returns to shareholders than Liberty International could as a combined business. We believe strongly in the benefits of specialisation, management focus and independent access to capital in a manner suited to the individual businesses.
Investment property valuations
After a dismal start to the year, the UK property investment market reached its trough mid way through 2009, and thereafter has strengthened as the improving financial background including low short-term interest rates and currency factors increased the attractiveness of prime UK property as an asset class.
The recovery was a welcome relief after the most torrid UK real estate price collapse in the living memory of any active market participant, with the IPD monthly all-property capital index at 30 June 2009 having fallen 44 per cent and Liberty International's assets 36 per cent since the peak in June 2007.
The eventual 2009 outcome was much better than 2008. Liberty International's assets fell 10.6 per cent in 2009 compared to 22.5 per cent in 2008 and the IPD all property capital index fell by 5.6 per cent in 2009 compared to 27.1 per cent in 2008. Chart 1 shows the extent of the Group's overall outperformance since the downturn began in June 2007, in particular the strength of the central London assets with a decline of 25 per cent compared to the IPD's decline of 39 per cent. To view Chart 1, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
We look forward to more stable market conditions as confidence returns although, given the severity of the downturn, recovery is likely to be punctuated by periods of doubt.
The valuation of the Group's properties as at 31 December 2009 was £6.2 billion, down 10.6 per cent for the full year but up 2.0 per cent in the second half. The table below analyses this outcome between CSC and C&C and between the first and second halves of the year:
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Market |
Revaluation surplus/(deficit) |
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value |
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31 December |
Year ended |
Six months ended |
Six months ended |
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2009 |
31 December 2009 |
31 December 2009 |
30 June 2009 |
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£m |
% |
% |
% |
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Capital Shopping Centres |
4,631 |
(10.4)% |
2.6% |
(12.8)% |
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Capital & Counties UK |
1,240 |
(7.8)% |
3.1% |
(10.0)% |
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Capital & Counties USA |
348 |
(20.8)% |
(7.8)% |
(14.8)% |
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6,219 |
(10.6)% |
2.0% |
(12.4)% |
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CSC's regional shopping centres have lagged the market recovery which in its initial stages was generally focused on assets of smaller lot size. The assets of the Great Capital Partnership recovered strongly in the second half of the year.
The majority of the year's valuation movement reflected movements in yield:
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Nominal equivalent yield |
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31 December 2009 |
30 June 2009 |
31 December 2008 |
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% |
% |
% |
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Capital Shopping Centres |
7.08 |
7.37 |
6.67 |
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Capital & Counties UK |
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(excluding exhibition business) |
5.66 |
5.95 |
5.84 |
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The reduction in CSC ERV for the year was 4.4 per cent (30 June 2009 - (3.5) per cent).
At a level of 7.08 per cent, CSC's weighted average nominal equivalent yield is well above its average since 1994 of 6 per cent and, in the view of the Directors, the valuation basis is at a defensive level (see Chart 2). CSC considers that a reduction in the valuation yield is, amongst other factors, subject to its future performance in converting short-term concessionary lets into longer-term leases at higher rents. To view Chart 2, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
Furthermore, prime regional shopping centre yields are once again defensive in relative terms compared to other prime retail asset classes with lower average lot size which have performed more strongly in the second half of 2009 (see Chart 3). To view Chart 3, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
CAPITAL SHOPPING CENTRES
CSC Strategy
CSC's strategy is to maintain a market leading position as an active owner, manager and developer of prime UK regional shopping centres. CSC undertakes asset and centre management initiatives across its existing centres, combined with selective acquisitions and disposals, with the aim of delivering strong long-term returns for shareholders through income and capital growth.
CSC is committed to active tenant management and ongoing investment in its shopping centres with the aim of creating, through a mix of retail, catering and leisure facilities, a compelling choice for both retailers and the shopping public.
Market overview
CSC's focus is the top 50 million sq.ft. of UK shopping centre locations, some 4 per cent of the UK's 1.3 billion sq. ft. of retail space, of which it owns nearly 30 per cent. CSC owns 13 centres (excluding Westgate, Oxford) including 9 of the UK's top 30 shopping centres, attracting 275 million customer visits in 2009.
The UK recession, from the second quarter of 2008 to the end of 2009, and difficult credit market conditions which generated significant retailer failures inevitably affected all UK shopping centres. However, the lowest falls and earliest recovery in occupancy have been in the larger prime centres such as those owned by CSC. Here, a wide range of catering and leisure offerings plus a strong national and international tenant mix and robust footfall have reinforced the status of the destinations to retailers reviewing their store strategy.
These assets benefit from the significant barriers to entry imposed by the UK's restrictive planning environment. The reduction in the supply pipeline of major retail developments in the UK as a consequence of economic conditions underpins the scarcity value, with the prospect of limited additional competition in the short and medium-term.
While online shopping is an important and growing medium, the vast majority of total UK sales are still achieved across the counter in stores. We have seen the most successful retailers investing in both physical stores and transactional websites. For example both John Lewis and River Island have opened flagship stores in CSC centres in the last six months whilst also investing online. Clearly customers enjoy the convenience of online shopping for some products but that does not preclude them from also visiting shopping centres where they have a wide range of retail and catering comparison.
Occupancy and tenancy changes
Failures amongst CSC's tenants peaked in the last quarter of 2008 and the first quarter of 2009 (5 per cent and 4 per cent of the rent roll respectively) and have subsequently slowed to around 1 per cent per quarter. CSC's asset management team responded energetically to this excess supply, documenting 298 tenancy changes during 2009, 15 per cent of all units. In achieving this outcome, CSC benefited from its scale as the UK's leading owner of large-scale shopping centres and its retail-focused relationships.
·; Excluding turnover only deals, annual rent associated with new lettings of £20.6 million is just over 20 per cent below previous passing rent
·; Nearly half of the deals completed are short term lettings where the rent shortfall is closer to 35 per cent but CSC retains the flexibility to re-let the units when the market begins to recover
·; 43 retailers were new to CSC centres in 2009 including 6 opening their first UK or shopping centre stores
As a result, CSC's occupancy has recovered from 93.6 per cent (including 1 per cent under offer) at 31 December 2008 to 97.8 per cent (including 1.5 per cent under offer), significantly outperforming the UK large centres market average. Of this 2.2 per cent vacancy, units let to tenants in administration and not yet re-let amounts to 1.1 per cent. CSC's occupancy rate is shown in Chart 4. To view Chart 4, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
Net rental income
Despite the adverse environment, CSC's like-for-like net rental income only declined by 3.4 per cent following a 4.3 per cent reduction in 2008. On a ten year basis, this has reduced the compound annual growth rate to 3.4 per cent. CSC's like-for-like net rental income is shown in Chart 5. To view Chart 5, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
At the gross level, CSC's rental income fell 6 per cent compared to 2008 due to the tenant failures discussed above, but other income held up well in the challenging economic environment such that gross rental income fell 4 per cent. As the retail environment stabilised throughout the year, lease incentive write-offs reduced driving a significant year on year favourable variance. Treating rent payable under headleases as a cost, the net effect is that CSC's net rental income margin remained broadly unchanged at around 67 per cent.
|
|
Year ended 31 |
|
Year ended 31 |
|
|
|
December 2009 |
|
December 2008 |
|
|
|
£m |
|
£m |
|
|
|
|
|
|
|
Rental income |
|
308 |
|
327 |
|
Service charge income |
|
59 |
|
58 |
|
Other income |
|
33 |
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross rental income |
|
400 |
|
418 |
|
|
|
|
|
|
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Rent payable |
|
(21) |
|
(23) |
|
Service charge expense |
|
(63) |
|
(61) |
|
Property operating expense |
|
(37) |
|
(35) |
|
Bad debt and lease incentive write-offs |
|
(12) |
|
(18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rental income |
|
267 |
|
281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating performance indicators
·; Footfall across CSC's existing centres rose 3 per cent in 2009, outperforming the estimated overall reduction across the UK according to Experian & Synovate
·; Like-for-like retailer sales are estimated to have decreased marginally but to have outperformed UK national data (Office for National Statistics non-food down 2 per cent)
·; Weighted average lease maturity increased marginally to 6 years and 8 months. Only 3 per cent of leases by value mature in 2010 and, other than short-term lettings, the next major round of lease expiries is at the MetroCentre in 2011 which management have been addressing proactively
Developments and active management projects
St David's, Cardiff, a 50:50 joint venture with Land Securities, had a highly successful opening of the major extension in October:
·; 1.3 million shoppers visited the centre in the first week after launch with a number of retailers reporting strong sales, many setting UK opening records
·; Ongoing feedback from retailers indicates that a number of shops are now trading at comparable levels with their strongest performing stores across the UK
·; The 1m sq. ft., 154 unit, extension, now 74 per cent let by area, 71 per cent by income, has transformed the city centre and elevated Cardiff to number 6 in Experian's ranking of UK retail centres
·; 90 shops are now open, including 58 retailers new to Wales and the largest John Lewis store outside London
·; Now that the quality of the centre is evident to retailers and critical mass has been achieved, we anticipate firmer terms for letting the remainder of the space
The first two phases of MetroCentre, Gateshead's leisure and catering upgrade opened during 2009 with the cinema and 8 of the 10 restaurants now either open or committed. The final phase of a further 56,000 sq. ft. of retail space, fully let, will open in Autumn 2010.
The St Andrew's Way mall, the approximately 400,000 sq. ft. extension to Eldon Square, Newcastle, was fully let when it opened in February 2010 increasing the size of the centre to 1.3 million sq. ft. Anchored by Debenhams, the mall introduces many new retailers to Newcastle including Apple, Hollister, Superdry and Guess and features flagship or new concept stores for Top Shop, New Look, Republic and River Island. The food offer in the Centre has also been extended with the addition of many new outlets including Nando's, Strada and Wagamama.
Future investment plans
Liberty International's placing conducted in October 2009 enabled CSC to recommence investment plans that had been put on hold a year earlier. Active management projects have been identified across most of CSC's centres amounting to around £125 million, the majority of which is expected to be spent or committed by the end of 2012. These organic projects are individually incrementally revenue enhancing, often to meet the needs of identified retailers and include:
·; Redevelopment and extension to create a new 60,000 sq. ft. flagship store for Next at Eldon Square, Newcastle
·; Reconfiguration and extension of the former Woolworths store at MetroCentre, Gateshead, to create a new MSU
·; Unit amalgamations for new MSU and roof boxes at Lakeside, Thurrock
·; Enhanced catering offering at Braehead, Glasgow from former leisure facilities
·; Reconfiguration at Victoria Centre, Nottingham to create further retail space
In addition, in line with our strategy of organic growth and recognising the increasing outperformance of larger centres, CSC is exploring the feasibility of major extensions to existing centres where there is the potential for significant additional retail space.
Investment decisions are taken on a case-by-case basis and assessed against internal return requirements on a risk adjusted basis.
Prospects for net rental income
As illustrated by Chart 6, there is considerable upside potential between passing rent and the valuers' assessment of ERV, in particular from:
·; Vacancies in excess of the normal "running void" rate of £23 million, notably at St David's, Cardiff and
·; Lease expiries, especially of temporary lettings in 2010 and 2011 which represent a £20 million opportunity at 2 per cent of rent roll but 7 per cent of ERV
To view Chart 6, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
2010 priorities
Our priorities for 2010 are to make significant progress in the following areas, the financial impact of which in terms of enhanced net rental income is not likely to be seen until 2011 and beyond:
·; Re-letting short term leases closer to ERV
·; Large space negotiations where price tension is greater
·; Commencing value-enhancing active management projects to create organic growth opportunities not dependant on acquisition
·; Completing the initial letting of St David's, Cardiff
CAPITAL & COUNTIES
Strategy
Capital & Counties has continued to focus on London having completed the exit of non-core UK properties in 2009. It aims to deliver superior total returns to shareholders through the active management and development of three prime central London estates: Covent Garden, Great Capital Partnership and Earls Court & Olympia ("EC&O") principally by achieving a step change in district rental levels, the entrepreneurial management of individual properties and the capture of market yield compression.
Capital & Counties prioritises capital to improving existing investments, to the selective acquisition or disposal of properties with a view to enhancing overall returns and to identifying new opportunities consistent with the London focus. The strategy of focusing on London has enabled Capital & Counties to significantly outperform IPD over the last 3 years. Capital & Counties now has assets in the capital of a scale commensurate with independent listed London specialists.
As at the end of 2009 Capital & Counties had total property assets in London of £1,240 million comprising Covent Garden (£548 million, 44 per cent), Earls Court & Olympia (£340 million, 28 per cent) and 50 per cent interests in Empress State (£94 million, 8 per cent) and the Great Capital Partnership (£247 million, 20 per cent).
UK market overview
London is the most active real estate market in the UK and offers significant attractions to businesses and tourists from its position as a global economic, cultural and commercial hub. In 2009, London attracted 25 million visitors and 20 million people live within easy access of the city for day trips. This has contributed to resilient tenant and consumer demand particularly in central London, where Capital & Counties' retail properties are located and where like-for-like retail spending growth significantly exceeded the UK average.
The Group's office properties are located in the West End which has historically outperformed other London markets in terms of rental growth and capital values due primarily to tight planning laws and scarce supply.
In the second half of 2009, London's commercial property investment market notably improved as investor appetite for prime properties increased and debt finance became more available.
UK performance
·; Net rental income declined by 3.4 per cent to £79.2 million, a decrease of £2.8 million, but an increase of 2.8 per cent on a like-for-like basis
·; A full year valuation decline of 7.8 per cent to £1,240 million
·; Valuation improvement of 3.1 per cent in the second half of the year
In the UK, net rental income fell to £79.2 million compared to £82.0 million in 2008. The sale of non-core assets reduced net rental income by £9.5 million, with a further £0.5 million reduction from disposals in the Great Capital Partnership. Covent Garden improved by £3.6 million to £26.5 million through positive rent reviews, a one off surrender premium and reduced marketing costs. Significant cost savings at Earls Court & Olympia offset a reduction in top line income of £7.0 million producing EBITDA at £21.3 million, a creditable improvement on £20.4 million in 2008. A full year's income from the Empress State building of £10.3 million contributed an increase of £5.6 million against 2008.
The ERV of the UK property portfolio excluding income from exhibition activities was £56.5 million at the end of 2009 compared with a passing rental of £49.4 million, a difference of £7.1 million. £3.5 million of this relates to rent free periods at Covent Garden, of which the majority will expire in 2010, £2.3 million is attributable to vacancies and areas under refurbishment and £1.9 million to non-leased and turnover income.
As at 31 December 2009, Capital & Counties held investment properties of £1,240 million, a decline of £378 million in the year (see Chart 7). To view Chart 7, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
In the second half of 2009, the valuation of Covent Garden and the Great Capital Partnership improved by 2.9 per cent and 9.8 per cent respectively and Earls Court & Olympia was unchanged.
Activity in the year
Good progress was made towards fulfilling the business plans of each estate:
·; 67 new leases granted generating £6.4 million of passing rent
·; 34 rent reviews completed with an average uplift of 15 per cent
·; Occupancy rate of 98 per cent across the UK property portfolio (excluding Earls Court & Olympia) at year end
·; 21 property sales in the year generating £182 million (the Group's share)
·; Acquisition of partners' interest in Earls Court & Olympia for £30.2 million plus modest future overage arrangements conditional on planning consent
·; Repayment of £65 million made on debt secured on Earls Court & Olympia
·; Earls Court & Olympia EBITDA improvement to £21.3 million
·; At 31 December 2009 77 per cent of 2010 budgeted licence fees secured for Earls Court & Olympia
·; Earls Court granted Opportunity Area status in the Draft London Plan
Covent Garden
Our strategy of extending prime across the estate to generate higher income and value is taking shape. A portfolio of 44 buildings offering 300 tenancies and 750,000 sq.ft. of mixed use accommodation provides a solid platform from which to operate. Increased footfall, high occupancy, strong retailer demand and stable prime rents in a difficult year show the resilience and attractiveness of Covent Garden as a retail and commercial destination.
The highlight of 2009 was the completion of an important letting of the whole of Bedford Chambers to an iconic global technology brand. The new retail and office accommodation of 41,000 sq.ft. will open later this year and is expected to assist in driving footfall and rents confirming the direction of our enhancement strategy towards higher quality, contemporary brands capable of trading longer hours.
Eight other new brands were welcomed to the estate and a major planning application was made for the former Theatre Museum. The refurbished property will include a new high quality restaurant, a new national art gallery and an events area.
The improving tenant line up was supported by innovative marketing activities which included a co-operation with the Tate Modern installing a Jeff Koons piece in the Market Building, a Real Food Market on the Piazza and the London Fashion Fringe.
Such initiatives helped improve visitor numbers by 2.0 million in the year to 45.2 million with an exceptionally strong improvement over the Christmas period.
Demand for accommodation was positive with occupancy levels of 99 per cent taking account of 1.4 per cent held for development. Prime Zone A rents have in general been maintained as evidenced by the lettings to Sketchers and Kurt Geiger on James Street at Zone A equivalent rents of £585 psf.
The like-for-like valuation improved by 2.9 per cent in the second half to £548 million, a decline of 6.1 per cent in the year.
Great Capital Partnership
The partnership is well positioned to participate in a recovery in rents and values of prime central London properties owning 34 prime freehold and leaseholds in the heart of the capital comprising 988,000 sq.ft. Capital & Counties has a 50 per cent interest in the partnership and participates actively in its strategic management.
In 2009, the partnership completed a significant head lease re-gear with the Crown Estate, comprising 132,500 sq.ft. in five buildings forming a single block fronting Piccadilly and Jermyn Street. The surrendered leases ran for 69 years with an average annual head rent of 15 per cent of rental value and were re-geared to a new 125 year term with an average annual head rent reducing to 10 per cent.
Three tactical disposals were completed during the year for a total value of £18.5 million (the Group's share) and one acquisition was made for £4 million (the Group's share) in December 2009.
As at 31 December portfolio occupancy was 97 per cent. Income for the year was broadly in line with 2008 at £13.8 million and the valuation, whilst 9.8 per cent up in the second half, declined by 7.5 per cent in the year.
Earls Court & Olympia
While Earls Court & Olympia marginally increased EBITDA in 2009 to £21.3 million benefiting from close control of costs, the UK exhibition and conference sectors have come under pressure in 2008 and 2009 as businesses have cut back their marketing budgets due to the economic recession. This will continue to impact the operational performance of Earls Court & Olympia at least through 2010, although its prime central London location remains attractive to exhibitors.
The Group has continued to make good progress in the year to date in pursuing a planning application for the comprehensive redevelopment of Earls Court which is part of the Earls Court Regeneration Area together with adjacent land owned by TfL and London Borough of Hammersmith & Fulham. The combined sites were designated Opportunity Area status in the Draft London Plan and the three landholders are working closely together to submit a comprehensive planning application having signed a formal collaboration agreement.
The valuation of Earls Court & Olympia including the 50 per cent interest in Empress State declined by 9.9 per cent to £434.8 million in the year.
Outlook
Throughout the economic downturn, central London has continued to demonstrate growth in visitor numbers and a stronger level of consumer spending than the rest of the UK. Investment property values began to recover in the second half of the year from a trough in values around the middle of 2009 and rental levels have stabilised.
The weak exhibition market will impact the operational performance of Earls Court & Olympia at least through 2010. However, currently around 80 per cent of 2010 budgeted exhibition licence fees were contracted. This is a key driver to a number of ancillary revenue streams such as parking and catering. Good progress has been made in pursuing a planning application for Earls Court.
Due to relatively low supply of new office space, the greater tenant diversification and consistent attractiveness of the West End to companies from a range of industries, the Great Capital Partnership is well positioned to benefit from economic recovery due to its strategic focus on prime properties with added value potential.
Occupancy levels, footfall and tenant demand at Covent Garden have been very encouraging. The major international technology brand opening in the Summer of 2010 on the Piazza in Bedford Chambers is expected to have a positive impact on the level of trade and increase the attractiveness of the area to other potential tenants.
Following Demerger, the Group, with its sound financial position and concentration of assets in three landmark estates in the central London real estate market, is well placed to pursue its objective of delivering superior total returns for shareholders.
INTERNATIONAL
USA
US dollar net rental income from the California portfolio fell by a modest 1 per cent in the year but exchange rate fluctuations resulted in an improved sterling performance of £3.7 million to £24.6 million. Valuations declined by a significant 20.8 per cent to £348 million reflecting market conditions.
Retail trading conditions remained weak across the portfolio, for example like-for-like sales at Serramonte were down 9 per cent in the year and footfall also fell by around 9 per cent. Total portfolio occupancy at the year end was at 91 per cent.
The Group continues to actively explore tax efficient options to exit over time its direct investment in the USA.
Other
In China, our relationship is developing well with Harvest Capital and China Resources. Our first co-investment in Harvest Capital's fund CR1 is showing a surplus. In India, our joint venture Prozone Liberty, in which we have a 25 per cent interest, is working on four major shopping centre projects with the first in Aurangabad due for completion in 2010. Our other international investments were valued at £77 million at 31 December 2009.
David Fischel
Chief Executive
9 March 2010
FINANCIAL REVIEW
Financing strategy and financial management
In 2009, the Group's management of its funding has focused largely on strengthening the balance sheet and containing risk. This has involved raising equity and securing medium-term asset-specific debt together with the management of non-speculative hedging of interest rates through swaps on a substantial portion of the Group's floating rate debt. Notable achievements include:
- Completion of two equity capital raises, generating cash proceeds of £866 million net of expenses
- £290 million, 5 year joint venture financing for Cardiff completed in August 2009
- Asset-specific loan prepayments and swap terminations of £189 million in 2009 to reduce re-financing and loan financial covenant risk
- £525 million, 7 year re-financing for Lakeside secured facility concluded in January 2010
- Plans to utilise £150 million of cash in 2010 to prepay/refinance loans and terminate interest rate swaps of which £100 million spent so far in 2010.
The Group considers that maximising medium and long-term cash returns on capital is a key priority for delivering added shareholder value. The Group has risk related investment hurdle rates which have been approved by the Investment Committee and against which capital expenditure proposals are evaluated. Once a year strategic plans for each asset are prepared and these assist in determining capital allocation priorities for the Group which are reflected in the annual budget. Performance is regularly monitored against key business performance indicators. Treasury policies are in place and the Board regularly reviews levels of debt, financial risks and plans to manage its risks.
Capital Raising
The Group successfully completed two equity capital raises in 2009. In May 2009, £592 million, net of expenses, was raised by way of a Firm Placing and a Placing and Open Offer resulting in 200 million new ordinary shares being issued at 310 pence per share.
In October 2009, 56.1 million new ordinary shares were issued at 500 pence per new ordinary share raising cash of £274.0 million, net of expenses, through a placing. Following these initiatives the number of shares in issue increased to 623 million.
As the capital raisings were structured as placings rather than rights issues, no re-statement of prior year comparatives is made. However, the impact of the additional shares issued as a result of the capital raises contributed 25.9 per cent, over two thirds, of the 36.9 per cent reduction (7.5 pence) in adjusted earnings per share in 2009 from 29.0 pence to 18.3 pence. Adjusting the 31 December 2008 net assets per share (diluted, adjusted) of 745 pence per share for the impact of the capital raises gives a re-based value of 580 pence per share.
Results for the year ended 31 December 2009
The results for the year ended 31 December 2009 reflect a continuation in the first half of the difficult market conditions in the UK commercial property market that characterised 2008. During the second half of the year there was a significant improvement in market conditions with a reduced level of tenant administrations and upward movement in property valuations as measured by the IPD UK monthly property index.
Income statement
The £329.1 million loss before tax recorded in 2009 was again largely the result of unrealised, non-cash property valuation reductions. The second half included a marked improvement in property valuations, resulting in a gain on property valuations for the Group of £123.0 million, 2 per cent, in the second half of the year. The movement in fair value of the Group's derivatives, in particular interest rate swaps, (a charge of £665.1 million in 2008) turned to a gain of £416.5 million in 2009 and contributed to a markedly reduced loss for the year.
Underlying earnings for the year, which excludes valuation and exceptional items, fell by 13.0 per cent from £104.9 million to £91.3 million, as illustrated in Chart 8, and adjusted earnings per share fell by 36.9 per cent to 18.3 pence. To view Chart 8, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
The Group's net rental income contracted by 3.3 per cent to £370.9 million. CSC's net rental income reduced by £13.5 million due to the impact of tenant administrations and the subsequent re-letting of vacant units at lower rental levels. Capital & Counties net rental income increased by £0.9 million. This increase reflects the full year impact of the acquisition of the Empress State property in the second half of 2008 (£10.6 million in 2009, £5.0 million in 2008), largely offset by the impact of lower rental income as a result of property disposals in the year. The divisions' results are described in more detail in their respective Operating Reviews.
Administration expenses reduced by £19.8 million to £43.4 million for 2009, below our target of £45 million outlined in the 2008 annual report. The saving largely resulted from the absence in 2009 of the "one-off" reorganisation costs (£11.6 million in 2008) and headcount related costs which were approximately £11 million lower than 2008. Costs of £1.9 million in relation to the proposed de-merger of Capital & Counties are included in the 2009 administration costs.
Underlying net finance costs, which exclude exceptional items of £44.0 million, increased by £23.5 million in 2009. Average gross debt increased compared to 2008 with the proceeds from the two capital raises largely being held as cash to mitigate continued uncertainty on property valuations and the resultant loan covenant and re-financing risk. The interest rate received on these cash deposits was approximately 0.5 per cent, significantly lower than the Group's average debt cost of 5.9 per cent. The interest income received on the Group's holdings of floating rate CMBS notes, secured on a number of its shopping centre assets, reduced by £10 million in 2009. A £7.6 million higher non-cash charge on the debt component of MetroCentre compound financial instrument comprised the majority of the additional higher net finance cost.
Balance Sheet
As detailed in the table below, net assets (diluted, adjusted) have increased by £148 million since 31 December 2008. The significant factors in this growth were the two features dominating this year's results, namely the beneficial effect of the two capital raises, totalling £866 million, net of expenses, which more than offset the further reduction in property values experienced in the first half of 2009, resulting in a full year property revaluation deficit of £732 million. Non-core properties with a carrying value of £222 million were disposed of in the year.
|
|
|
|
|
Balance sheet |
31 December |
|
31 December |
|
|
2009 |
|
2008 |
|
|
£m |
|
£m |
|
|
|
|
|
|
Investment, development and trading properties |
6,206.8 |
|
7,107.7 |
|
Investments |
85.1 |
|
128.6 |
|
Net external debt |
(3,176.2) |
|
(4,099.5) |
|
Other assets and liabilities |
(694.6) |
|
(1,151.0) |
|
|
|
|
|
|
|
|
|
|
|
Net assets |
2,421.1 |
|
1,985.8 |
|
Minority interest |
- |
|
(27.8) |
|
|
|
|
|
|
|
|
|
|
|
Attributable to equity shareholders |
2,421.1 |
|
1,958.0 |
|
Fair value of derivatives (net of tax) |
335.5 |
|
659.0 |
|
Other adjustments |
88.0 |
|
78.1 |
|
|
|
|
|
|
|
|
|
|
|
Adjusted net assets |
2,844.6 |
|
2,695.1 |
|
Effect of dilution |
101.3 |
|
102.8 |
|
|
|
|
|
|
|
|
|
|
|
Net assets (diluted, adjusted) |
2,945.9 |
|
2,797.9 |
|
|
|
|
|
|
|
|
|
|
|
The fair value provision for financial derivatives, principally interest rate swaps, included in other assets and liabilities above, improved by £418 million largely as a consequence of increased medium-term UK interest rates. The residual provision for interest rate swaps, net of tax, of £336 million is excluded from adjusted net assets.
Adjusted net assets per share
Adjusted net assets per share of 464 pence at 31 December 2009 represents a reduction of 38 per cent from the 31 December 2008 value of 745 pence. The reduction is attributable to the impact of the two capital raises (22 per cent) and then to the property valuation deficit (20 per cent). The reduction in net assets per share is shown in Chart 9. To view Chart 9, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
Cash flow
The cash flow summary below shows a net outflow before financing of £62.8 million, a substantial improvement from 2008, driven by cash proceeds from the disposals of non-core property assets during 2009 and lower expenditure on property related assets.
|
|
|
|
|
|
2009 |
|
2008 |
|
|
£m |
|
£m |
|
|
|
|
|
|
Underlying operating cash generated |
342.5 |
|
336.1 |
|
Net finance charges paid |
(274.5) |
|
(233.0) |
|
Net movement in working capital |
(6.8) |
|
26.3 |
|
Taxation |
0.1 |
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operations |
61.3 |
|
131.2 |
|
|
|
|
|
|
|
|
|
|
|
Property development/investments/minority interest |
(257.1) |
|
(400.9) |
|
Sale proceeds of property/investments |
210.3 |
|
106.6 |
|
REIT entry charge |
(38.8) |
|
(48.4) |
|
Pension buy-out |
(15.5) |
|
- |
|
Dividends |
(23.0) |
|
(123.0) |
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing and equity raises |
(62.8) |
|
(334.5) |
|
Net debt (repaid)/drawn |
(301.9) |
|
208.2 |
|
Equity capital raised |
865.7 |
|
2.5 |
|
Others |
(9.2) |
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
491.8 |
|
(117.5) |
|
|
|
|
|
|
Cash flow from operations has fallen from the comparable period in 2008 largely due to higher finance charges. The higher finance charges include exceptional outflows in respect of revolving credit facility arrangement fees (£5.4 million) and the termination of derivative financial instruments (£34.3 million). Adjusting for these items, which are of a non-recurring nature, gives an underlying operating cash flow of £101.0 million.
The table below illustrates that underlying operating cash flow generated covers the paid and proposed dividends (totalling 16.5 pence per share) for 2009.
|
|
|
Dividends - cash cover |
2009 |
|
|
£m |
|
|
|
|
Underlying operating cash generated |
342.5 |
|
Net finance charges excluding exceptional cash items of £39.7 million |
(234.8) |
|
Net movement in working capital |
(6.8) |
|
Taxation |
0.1 |
|
|
|
|
|
|
|
Underlying operating cash generated |
101.0 |
|
|
|
|
|
|
|
Paid and proposed 2009 dividends of 16.5p |
(99.7) |
|
|
|
|
|
|
|
A one-off cash payment of £15.5 million was made to facilitate an insurance company buyout of the Liberty International PLC defined benefit pension fund in December 2009, thus eliminating the future funding liabilities for the company.
2009 investment in property related assets was mainly restricted to existing commitments in response to prevailing market conditions. The most significant expenditure was on completion of the St David's, Cardiff development (£89.2 million), which opened in October 2009. Other expenditure in the year included the completion of the Westgate, Oxford centre purchase (£41.6 million), Eldon Square (£27.8 million) and MetroCentre (£20.0 million).
Cash proceeds from the disposal of properties and investments generated cash of £210.3 million, with the largest transactions being £63.6 million received for the Broadgate development in Leeds and £26.8 million for a property in Manchester sold to Primark, the existing occupier. Sales of third party CMBS notes generated cash proceeds of £18.7 million.
Net debt repayments of £302 million are discussed in the debt structure section below. Net proceeds of the two completed capital raises resulted in the significant increase in the Group's cash balance at the end of 2009.
Capital commitments
The Group has an aggregate commitment to capital projects of £142 million, which includes £13 million for commitments in respect of investments in China. £76 million of the outstanding commitments are in respect of remaining payments for the extension to St David's, Cardiff and associated residential development. Based on current development plans it is anticipated that £123 million of these commitments will be funded in 2010.
Financial position
The Group's debt has been largely arranged on an asset-specific basis, with limited or non-recourse to the Group. This structure permits the Group a high degree of financial flexibility in dealing with individual property issues, compared to a financing structure based on a single Group-wide borrowing facility. This flexibility has proved to be advantageous in the difficult debt and commercial property markets experienced in the past two years.
In addition to the asset-specific debt, the Group has a corporate revolving credit facility of £248 million, which can be utilised to fund development and investment opportunities before they reach the stage that they can support their own financing arrangements. This facility, which has recently been extended to June 2013, is currently undrawn.
Net external debt reduced from £4,100 million at 31 December 2008 to £3,176 million at 31 December 2009. The two capital raises, discussed previously, were the major factor in the reduction in net external debt. In addition, non-cash movements resulted in the gross debt position reducing by a further £109 million.
The Group had cash of £583 million at 31 December 2009, and has an undrawn revolving credit facility of £248 million as detailed above. The Group is in compliance with all of its corporate and asset-specific loan covenants other than Xscape Braehead LTV covenant referred to below.
|
|
|
|
|
Group debt ratios were as follows: |
31 December |
|
31 December |
|
|
2009 |
|
2008 |
|
|
|
|
|
|
Debt to assets |
51% |
|
58% |
|
Interest cover |
142% |
|
145% |
|
Weighted average debt maturity |
5.1 years |
|
5.8 years |
|
Weighted average cost of gross debt |
5.9% |
|
6.0% |
|
Proportion of gross debt with interest rate protection |
102% |
|
103% |
|
|
|
|
|
|
The debt to assets ratio was 51 per cent, down from 58 per cent at 31 December 2008, with the impact of the equity capital raised more than compensating for the impact of the revaluation deficit on the value of the Group's property assets.
Following the Lakeside facility re-financing that was completed in January 2010:
·; The weighted average debt maturity increased to 5.8 years from 5.1 years as at 31 December 2009
·; The weighted average cost of gross debt reduced to 5.8 per cent from 5.9 per cent as at 31 December 2009
·; Proportion of gross debt with interest rate protection fell to 99 per cent from 102 per cent at 31 December 2009
·; The next significant date for repayment of CMBS related debt is now 2015
Debt structure and maturity
The Group's debt maturity profile is shown in Chart 10. To view Chart 10, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
During 2009, the Group repaid a net £302 million of debt. Scheduled loan repayments were £78 million with an additional £139 million of other principal prepayments largely relating to the facilities secured on the Lakeside (£58.5 million) and the Earls Court & Olympia (£65 million) properties. The corporate revolving bank facility, of which £140 million was drawn at 31 December 2008, was repaid in the year and remains undrawn.
In 2010, £141 million of debt is due for repayment, including the £79 million of convertible bonds, with the balance being standard principal amortisation. Following the successful re-financing of Lakeside, the next significant secured debt maturity is the Earls Court & Olympia bank loan which occurs in February 2012. A detailed breakdown of the Group's debt maturity is shown in the notes to the financial statements.
Financial covenants
Full details of the loan financial covenants are shown in the other information section of this report.
Financial covenants apply to £3.0 billion of secured asset-specific debt. The two main covenants are Loan to Value (LTV) and Interest Cover (IC). The actual requirements vary and are specific to each loan. The Group is fully compliant in all financial covenant tests certified to lenders on this secured asset-specific debt.
As previously noted, the Group's debt has been largely arranged on an asset-specific basis, with limited or non-recourse to the Group. The flexibility this gives in permitting asset specific issues to be dealt with has proved to be advantageous in the difficult debt and commercial property markets experienced in the past two years.
During 2009, the Group made partial asset-specific loan prepayments with associated swap termination costs of £18.3 million and cash deposits of £19.8 million. Cash deposits can be recovered by the Group when financial covenants return to the required level.
There are LTV and IC tests that apply to the Group's £252 million of joint venture borrowing. The joint ventures are in compliance with their financial covenants with the exception of the Xscape Braehead Partnership. The 31 December 2009 annual valuation of £52 million for the Xscape Braehead property, which is owned by the Xscape Braehead Partnership, a 50 per cent joint venture between Capital Shopping Centres and a subsidiary of Capital & Regional plc, indicated a loan to value ratio in excess of that specified in the £49 million loan facility secured on the property. Following submission of the valuation to the lender, they served a notice of breach on the Partnership, triggering the cure period. Discussions between the lender and the Partnership as to potential solutions to the breach are in progress.
There are three financial covenant tests that apply to the Group's new £248 million secured term and revolving credit bank facility. These are tested semi-annually on a number of the Group's companies, defined as the Borrower Group, and all tests are currently satisfied.
There is a minimum capital cover and interest cover condition applicable to the £231 million mortgage debenture tested semi-annually. Both tests were satisfied at 31 December 2009, the latest test date. Compliance with financial covenants is and will continue to be constantly monitored.
Refinancing activity
Lakeside
The existing loan secured on the Lakeside, Thurrock Shopping Centre was due to mature in July 2011. To take advantage of an improvement in bank liquidity and to eliminate refinancing risk this loan was replaced in January 2010 by a 7 year £525 million facility with a consortium of 7 banks. In preparation for this refinancing £58.5 million was prepaid in December 2009.
The prepaid loan had a funding cost of 5.5 per cent. The hedging arrangements of the new loan require progressively greater levels of interest rate protection over time. Based on prevailing interest rates, the Group should incur an interest cost of 4.26 per cent in 2010 on this loan.
Earls Court & Olympia
In December 2009 the loan facility secured on the Earls Court & Olympia properties was re-negotiated, with the Loan To Value (LTV) covenant being removed and the interest cover covenant, which previously included a number of calculations based on loan tranches, being simplified to one interest cover covenant of 110 per cent. A loan prepayment of £65 million was made with associated swap termination costs of £5.2 million.
Interest rate hedging and fair value of financial instruments
At 31 December 2009 the fair value liability of the Group's derivative financial instruments was £371 million. This liability includes all the Group's derivatives contracts to hedge interest rate and currency risk. The liability reduced by £418 million from the end of 2008. This reduction was largely due to the increase in sterling interest rates for maturity periods greater than three years, with rates for shorter maturities actually falling from the December 2008 levels.
During the year the Group terminated £1.6 billion of forward starting interest rate swaps, unattached to asset-specific debt, for a net payment of £10 million, representing the market value liability at the point of termination.
Forward hedging of interest rates
The Group's current net debt is fully hedged through a combination of fixed rate debt and interest rate swaps. The following interest rate swap summary table details the amount of forward hedging in place both in nominal amount and average rate payable under the swap contract. The Group's cost of debt will equate to the swap rate payable plus the margin payable to the lender. The re-profiling of interest rate hedges in 2009 reduced forward interest hedging commitments as shown below.
|
|
|
|
|
|
31 December 2009 |
31 December 2008 |
31 December 2009 |
31 December 2008 |
Interest rate swap summary |
Net amount |
Net amount |
Average rate |
Average rate |
In effect on or after: |
£m |
£m |
% |
% |
|
|
|
|
|
1 year |
3,206 |
3,595 |
5.25 |
5.28 |
2 years |
2,918 |
3,575 |
5.18 |
5.27 |
5 years |
2,325 |
3,184 |
5.27 |
5.16 |
10 years |
625 |
2,425 |
5.16 |
4.69 |
15 years |
500 |
2,100 |
4.97 |
4.58 |
20 years |
500 |
2,100 |
4.97 |
4.58 |
25 years |
125 |
1,615 |
4.57 |
4.40 |
|
|
|
|
|
Accounting for Empress State
In August 2009, following the expiry of the option to buy the 50 per cent interest in the Empress State Partnership owned by Land Securities PLC, under IAS 27 "Consolidated and Separate Financial Statements", the Group lost deemed control of the Partnership. This resulted in the accounting treatment for the Group's interest moving from consolidating 100 per cent of the Partnership, with the partner's 50 per cent interest accounted for as a minority interest, to proportionally consolidating the Group's 50 per cent share in the Partnership's assets and liabilities. This resulted in a deemed disposal of £94.4 million of investment property and reduced the Group's gross debt by £78 million.
Earls Court & Olympia minority interest buy-out
In December 2009, the Group acquired the 50 per cent minority interest from the former partners in Earls Court & Olympia. The consideration comprised a cash payment of £25.0 million and the waiving of a £5.2 million receivable from one of the former partners. The agreement contains a deferred consideration payment clause, based on a number of factors including the granting of planning permission for the Earls Court & Olympia properties. This deferred consideration has been estimated at £3.8 million after discounting as it is not envisaged that any payment will be due until 2012.
Taxation
Since the Group became a UK REIT on 1 January 2007, it has benefited from the tax savings that REIT status provides. The financial benefits to date have amounted to £163 million, comprising net rental income and capital gains sheltered from UK tax.
REIT entry charge payments of £39 million were made in 2009, bringing the total paid to date to £103 million, with £65 million remaining to be settled in instalments to 2011.
Income and gains from the non-REIT qualifying parts of the Group continue to be subject to taxation, with a net tax charge of £41.0 million in the year to 31 December 2009. This is principally due to a net £43.1 million deferred tax charge arising in respect of fair value gains on derivative financial instruments partially offset by a deferred tax credit arising on investment property valuation deficits in non-REIT qualifying parts of the Group.
Underlying earnings for 2009 have benefited from a net tax credit of £3.0 million, which includes prior year adjustments following agreement with the tax authorities of prior year tax computations.
Ian Durant
Finance Director
9 March 2010 Key risks and uncertainties
The key risks and uncertainties facing the Group are as set out in the table below:
Risk |
Description |
Impact |
Mitigation |
|
|
|
|
Financing |
|
|
|
|
|
|
|
|
|
|
|
Liquidity |
Reduced availability |
Insufficient funds to |
Capital raisings have enhanced liquidity position |
|
|
meet operational and |
Regular reporting of current and projected position |
|
|
financing needs |
to the Board |
|
|
|
Efficient treasury management and strict credit control |
|
|
|
|
|
|
|
|
Economic and |
Property values decrease |
Impact on covenants |
Regular monitoring of LTV and ICR covenants |
property market |
|
|
Covenant headroom monitored and maintained; |
downturn |
Reduction in rental income |
|
regular market valuations; focus on quality assets |
|
|
|
|
|
|
|
|
Interest cover |
Interest rates fluctuate |
Lack of certainty over |
Hedging to establish long term certainty |
|
|
interest costs |
|
|
|
|
|
|
|
|
|
Market price risk of |
Interest rates fluctuate |
Potential cash outflow |
Manage derivative contracts to achieve a balance |
fixed rate |
resulting in significant |
if derivative contract |
between hedging interest rate exposure and |
derivatives |
assets and or liabilities |
contains break clause |
minimising potential cash calls |
|
on derivative contracts |
|
|
|
|
|
|
|
|
|
|
REIT |
Breach REIT conditions |
Tax penalty or be forced |
Regular monitoring of compliance and tolerances |
|
|
to leave the REIT regime |
|
|
PID requirements |
Requirement to pay 90 |
Alternative sources of investment funding constantly |
|
|
per cent of income |
under review |
|
|
restricts ability to retain |
|
|
|
cash for investment |
|
|
|
|
|
|
|
|
|
Group's ordinary |
The Group's ordinary |
Additional complexity |
Professional advice sought in both jurisdictions to |
shares are dual- |
shares are listed on the |
when assessing |
ensure Group capital needs are met in optimal |
listed |
London and |
options for capital |
manner |
|
Johannesburg stock |
raising |
|
|
exchanges |
|
|
|
|
|
|
|
|
|
|
Joint Ventures |
Reliance on JV partners' |
Partners under - |
Agreements in place and regular communication |
|
performance and |
perform or provide |
with partners |
|
reporting |
incorrect information |
|
|
|
|
|
|
|
|
|
Asset Management |
|
|
|
|
|
|
|
|
|
|
|
Tenants |
Tenant failure |
Financial loss |
Initial assessment of tenant covenant strength |
|
|
|
Regular reporting and modelling of tenant covenant |
|
|
|
Active credit control process |
|
|
|
|
|
|
|
|
Voids |
Increased voids, failure |
Financial loss |
Policy of active tenant mix management |
|
to let developments |
|
|
|
|
|
|
|
|
|
|
Reputation |
|
|
|
|
|
|
|
|
|
|
|
Responsibility for |
Failure of Health & Safety |
Impact on reputation |
Annual audits carried out by external |
visitors to shopping |
|
or potential criminal/ |
consultants |
centres |
|
civil proceedings |
Heath & Safety policies in place |
|
|
|
|
|
|
|
|
Business |
Lost access to centres |
Impact on footfall and |
Documented Business Recovery Plans in place |
interruption |
or head office |
tenant income |
Security team training and procedure in |
|
|
Adverse publicity |
shopping centres |
|
|
|
Terrorist Insurance is in place |
|
|
|
Flu pandemic recovery plan documented |
|
|
|
|
|
|
|
|
People/HR |
|
|
|
|
|
|
|
|
|
|
|
Staff |
Key staff |
Loss of key members |
Succession planning; performance |
|
|
of the management |
evaluation; training and development; |
|
|
team could impact |
incentive reward |
|
|
adversely on the |
|
|
|
Group's success |
|
|
|
|
|
|
|
|
|
Developments |
|
|
|
|
|
|
|
|
|
|
|
Time |
Planning |
Securing planning |
Policy of sustainable development and regeneration |
|
|
consent for |
of brownfield sites |
|
|
developments |
Constructive dialogue with planning authorities |
|
|
|
|
|
|
|
|
Cost and letting |
Construction cost |
Returns reduced by |
Approval process based on detailed project costs; |
risk |
overrun, low |
increased costs or |
regular monitoring and forecasting of project costs |
|
occupancy levels |
delay in securing tenants |
and rental income; and fixed cost contracts |
|
|
|
|
Directors' responsibilities
Statement of Directors' responsibilities
The statement Directors' responsibilities has been prepared in relation to the Group's full Annual Report for the year ended 31 December 2009. Certain parts of the Annual Report are not included within this announcement.
We confirm to the best of our knowledge:
·; the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and loss of the Group; and
·; the Operating and Financial Review includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.
Signed on behalf of the Board on 9 March 2010
David Fischel
Chief Executive
Ian Durant
Finance Director
Consolidated income statement for the year ended 31 December 2009
|
|
2009 |
2008 |
|
Notes |
£m |
£m |
|
|
|
|
Revenue |
2 |
578.9 |
618.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
568.4 |
607.4 |
Rental expenses |
|
(197.5) |
(223.9) |
|
|
|
|
|
|
|
|
Net rental income |
2 |
370.9 |
383.5 |
|
|
|
|
Other income |
3 |
6.8 |
0.5 |
|
|
|
|
Deficit on revaluation and sale of investment and development property |
4 |
(768.2) |
(2,057.0) |
Profit on sale of subsidiary |
|
- |
0.8 |
Loss on sale and impairment of investments |
5 |
(10.4) |
- |
Write down of trading property |
|
(4.6) |
(5.8) |
Impairment of other receivables |
6 |
(12.0) |
- |
|
|
|
|
|
|
|
|
|
|
(417.5) |
(1,678.0) |
|
|
|
|
Administration expenses |
|
(43.4) |
(63.2) |
Impairment of goodwill |
|
- |
(35.0) |
|
|
|
|
|
|
|
|
Operating loss |
|
(460.9) |
(1,776.2) |
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
7 |
(237.4) |
(230.3) |
Finance income |
|
6.3 |
8.6 |
Other finance (costs)/income |
7 |
(53.6) |
0.9 |
Change in fair value of derivative financial instruments |
|
416.5 |
(665.1) |
|
|
|
|
|
|
|
|
Net finance income/(costs) |
|
131.8 |
(885.9) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss before tax |
|
(329.1) |
(2,662.1) |
|
|
|
|
|
|
|
|
|
|
|
|
Current tax |
|
2.7 |
7.0 |
Deferred tax |
|
(40.6) |
82.2 |
REIT entry charge |
|
(3.1) |
(3.6) |
|
|
|
|
|
|
|
|
Taxation |
8 |
(41.0) |
85.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
(370.1) |
(2,576.5) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to: |
|
|
|
Equity shareholders |
|
(338.8) |
(2,451.3) |
Minority interests |
|
(31.3) |
(125.2) |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
19 |
(68.1)p |
(678.1)p |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per share |
19 |
(66.1)p |
(651.1)p |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares |
|
497.7m |
361.5m |
|
|
|
|
Adjusted earnings per share are shown in note 19.
Consolidated statement of comprehensive income
for the year ended 31 December 2009
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Loss for the year |
(370.1) |
(2,576.5) |
|
|
|
Other recognised income and expense in the year |
|
|
Actuarial loss on defined benefit pension schemes |
(14.5) |
(8.1) |
Exchange differences |
2.2 |
14.0 |
Fair value losses on investments |
(5.3) |
(10.1) |
Net loss recognised in equity due to minority interests |
(0.3) |
(0.5) |
Tax on items taken directly to equity |
(2.8) |
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (expense)/income for the year |
(20.7) |
2.9 |
|
|
|
|
|
|
Total comprehensive expense for the year |
(390.8) |
(2,573.6) |
|
|
|
|
|
|
Attributable to: |
|
|
Equity shareholders |
(359.2) |
(2,447.9) |
Minority interests |
(31.6) |
(125.7) |
|
|
|
|
|
|
Total comprehensive expense for the year |
(390.8) |
(2,573.6) |
|
|
|
Consolidated balance sheet
as at 31 December 2009
|
|
|
|
2009 |
2008 |
|
|
|
Notes |
£m |
£m |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Investment and development property |
|
|
10 |
6,182.6 |
7,074.4 |
Plant and equipment |
|
|
|
1.9 |
1.3 |
Investments |
|
|
|
58.3 |
96.3 |
Investments in associate companies |
|
|
|
26.8 |
32.3 |
Trade and other receivables |
|
|
12 |
69.8 |
95.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,339.4 |
7,299.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trading property |
|
|
11 |
24.2 |
33.3 |
Derivative financial instruments |
|
|
17 |
15.0 |
29.6 |
Tax assets |
|
|
|
1.1 |
- |
Trade and other receivables |
|
|
12 |
86.1 |
97.2 |
Cash and cash equivalents |
|
|
13 |
582.5 |
70.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
708.9 |
231.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
7,048.3 |
7,530.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
|
14 |
(285.2) |
(364.9) |
Tax liabilities |
|
|
|
- |
(1.9) |
Borrowings |
|
|
15 |
(148.5) |
(95.2) |
Derivative financial instruments |
|
|
17 |
(386.1) |
(818.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(819.8) |
(1,280.5) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Borrowings |
|
|
15 |
(3,740.1) |
(4,195.5) |
Deferred tax provision |
|
|
8 |
(37.1) |
- |
Other provisions |
|
|
|
(8.6) |
(7.3) |
Other payables |
|
|
|
(21.6) |
(61.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,807.4) |
(4,264.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
(4,627.2) |
(5,545.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
|
2,421.1 |
1,985.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
21 |
311.3 |
182.6 |
Share premium |
|
|
21 |
1,005.7 |
993.4 |
Treasury shares |
|
|
22 |
(9.7) |
(10.8) |
Convertible bond reserve |
|
|
|
6.7 |
7.6 |
Other non-distributable reserves |
|
|
|
286.9 |
287.3 |
Retained earnings |
|
|
|
820.2 |
497.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to equity shareholders |
|
|
|
2,421.1 |
1,958.0 |
Minority interests |
|
|
|
- |
27.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
2,421.1 |
1,985.8 |
|
|
|
|
|
|
Consolidated statement of changes in equity
for the year ended 31 December 2009
|
Attributable to equity holders of the Group |
|
|
||||||
|
|
|
|
|
Other non- |
|
|
|
|
|
Share |
Share |
Treasury |
Bond |
distributable |
Retained |
|
Minority |
Total |
|
capital |
premium |
shares |
reserve |
reserves |
earnings |
Total |
interest |
equity |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2009 |
182.6 |
993.4 |
(10.8) |
7.6 |
287.3 |
497.9 |
1,958.0 |
27.8 |
1,985.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
(338.8) |
(338.8) |
(31.3) |
(370.1) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Fair value losses on |
|
|
|
|
|
|
|
|
|
investments |
- |
- |
- |
- |
(5.3) |
- |
(5.3) |
- |
(5.3) |
Exchange differences |
- |
- |
- |
- |
2.2 |
- |
2.2 |
- |
2.2 |
Actuarial loss on defined |
|
|
|
|
|
|
|
|
|
benefit pension schemes |
- |
- |
- |
- |
- |
(14.5) |
(14.5) |
(0.3) |
(14.8) |
Tax on items taken directly |
|
|
|
|
|
|
|
|
|
to equity |
- |
- |
- |
- |
(2.0) |
(0.8) |
(2.8) |
- |
(2.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
for the year ended |
|
|
|
|
|
|
|
|
|
31 December 2009 |
- |
- |
- |
- |
(5.1) |
(354.1) |
(359.2) |
(31.6) |
(390.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with equity |
|
|
|
|
|
|
|
|
|
shareholders |
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
128.0 |
- |
- |
- |
737.7 |
- |
865.7 |
- |
865.7 |
Realisation of merger reserve |
- |
- |
- |
- |
(737.7) |
737.7 |
- |
- |
- |
Dividends paid |
- |
- |
- |
- |
- |
(28.2) |
(28.2) |
- |
(28.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reserve transfers, |
|
|
|
|
|
|
|
|
|
contributions from and |
|
|
|
|
|
|
|
|
|
distributions to shareholders |
128.0 |
- |
- |
- |
- |
709.5 |
837.5 |
- |
837.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership |
|
|
|
|
|
|
|
|
|
interest |
|
|
|
|
|
|
|
|
|
Conversion of bonds |
0.7 |
12.3 |
- |
(0.9) |
- |
0.9 |
13.0 |
- |
13.0 |
Loss of control of deemed |
|
|
|
|
|
|
|
|
|
subsidiary |
- |
- |
- |
- |
- |
- |
- |
(8.0) |
(8.0) |
Increase in partner capital |
- |
- |
- |
- |
- |
0.3 |
0.3 |
- |
0.3 |
Minority interest additions |
- |
- |
- |
- |
- |
- |
- |
11.8 |
11.8 |
Purchase of minority interest |
- |
- |
- |
- |
- |
(34.3) |
(34.3) |
- |
(34.3) |
Realise revaluation reserve on |
|
|
|
|
|
|
|
|
|
disposal of investments |
- |
- |
- |
- |
4.5 |
- |
4.5 |
- |
4.5 |
Fair value of share based |
|
|
|
|
|
|
|
|
|
payments |
- |
- |
- |
- |
0.2 |
- |
0.2 |
- |
0.2 |
Acquisition of treasury shares |
- |
- |
(0.2) |
- |
- |
- |
(0.2) |
- |
(0.2) |
Disposal of treasury shares |
- |
- |
1.3 |
- |
- |
- |
1.3 |
- |
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with |
|
|
|
|
|
|
|
|
|
shareholders |
0.7 |
12.3 |
1.1 |
(0.9) |
4.7 |
(33.1) |
(15.2) |
3.8 |
(11.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2009 |
311.3 |
1,005.7 |
(9.7) |
6.7 |
286.9 |
820.2 |
2,421.1 |
- |
2,421.1 |
|
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity
for the year ended 31 December 2008
|
Attributable to equity holders of the Group |
|
|
||||||
|
|
|
|
|
Other non- |
|
|
|
|
|
Share |
Share |
Treasury |
Bond |
distributable |
Retained |
|
Minority |
Total |
|
capital |
premium |
shares |
reserve |
reserves |
earnings |
Total |
interest |
equity |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2008 |
181.4 |
975.6 |
(9.6) |
9.1 |
275.4 |
3,075.1 |
4,507.0 |
201.9 |
4,708.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
(2,451.3) |
(2,451.3) |
(125.2) |
(2,576.5) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Fair value losses on |
|
|
|
|
|
|
|
|
|
investments |
- |
- |
- |
- |
(10.1) |
- |
(10.1) |
- |
(10.1) |
Exchange differences |
- |
- |
- |
- |
14.0 |
- |
14.0 |
- |
14.0 |
Actuarial loss on defined |
|
|
|
|
|
|
|
|
|
benefit pension schemes |
- |
- |
- |
- |
- |
(8.1) |
(8.1) |
(0.5) |
(8.6) |
Tax on items taken directly |
|
|
|
|
|
|
|
|
|
to equity |
- |
- |
- |
- |
5.6 |
2.0 |
7.6 |
- |
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
for the year ended |
|
|
|
|
|
|
|
|
|
31 December 2008 |
- |
- |
- |
- |
9.5 |
(2,457.4) |
(2,447.9) |
(125.7) |
(2,573.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with equity |
|
|
|
|
|
|
|
|
|
shareholders |
|
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(123.0) |
(123.0) |
- |
(123.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reserve transfers, |
|
|
|
|
|
|
|
|
|
contributions from and |
|
|
|
|
|
|
|
|
|
distributions to shareholders |
- |
- |
- |
- |
- |
(123.0) |
(123.0) |
- |
(123.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interest |
|
|
|
|
|
|
|
|
|
Conversion of bonds |
1.2 |
17.8 |
- |
(1.5) |
- |
1.5 |
19.0 |
- |
19.0 |
Minority interest additions |
- |
- |
- |
- |
- |
- |
- |
33.7 |
33.7 |
Minority interest disposals |
- |
- |
- |
- |
- |
- |
- |
(2.7) |
(2.7) |
Compound financial instruments |
- |
- |
- |
- |
- |
- |
- |
(75.3) |
(75.3) |
Movement between reserves |
- |
- |
- |
- |
2.4 |
(2.4) |
- |
- |
- |
Preferred dividend relating to |
|
|
|
|
|
|
|
|
|
Earls Court acquisition |
- |
- |
- |
- |
- |
4.1 |
4.1 |
(4.1) |
- |
Acquisition of treasury shares |
- |
- |
(3.8) |
- |
- |
- |
(3.8) |
- |
(3.8) |
Disposal of treasury shares |
- |
- |
2.6 |
- |
- |
- |
2.6 |
- |
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with |
|
|
|
|
|
|
|
|
|
shareholders |
1.2 |
17.8 |
(1.2) |
(1.5) |
2.4 |
3.2 |
21.9 |
(48.4) |
(26.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2008 |
182.6 |
993.4 |
(10.8) |
7.6 |
287.3 |
497.9 |
1,958.0 |
27.8 |
1,985.8 |
|
|
|
|
|
|
|
|
|
|
Consolidated statement of cash flows
for the year ended 31 December 2009
|
|
2009 |
2008 |
|
Note |
£m |
£m |
|
|
|
|
Cash generated from operations |
16 |
335.7 |
362.4 |
|
|
|
|
Interest paid |
|
(293.1) |
(241.6) |
Interest received |
|
18.6 |
8.6 |
Taxation |
|
0.1 |
1.8 |
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
61.3 |
131.2 |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase and development of property, plant & equipment |
|
(227.5) |
(270.6) |
Sale of property |
|
180.2 |
101.6 |
REIT entry charge paid |
|
(38.8) |
(48.4) |
Sale of interest in subsidiary companies |
|
- |
5.0 |
Purchase of minority interest |
|
(25.0) |
- |
Sale of investments |
|
30.1 |
- |
Purchase of subsidiary companies |
|
- |
(41.3) |
Loss of deemed control of former subsidiary |
|
(3.7) |
- |
Purchase of non-current investments |
|
(0.9) |
(86.2) |
Purchase of associate companies |
|
- |
(2.8) |
Purchase of pension insurance policy |
|
(15.5) |
- |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
(101.1) |
(342.7) |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
Partnership equity introduced |
|
12.0 |
6.5 |
Issue of shares |
|
865.7 |
2.5 |
Acquisition of treasury shares |
|
(0.2) |
(3.8) |
Cash transferred to restricted accounts |
13 |
(19.8) |
- |
Borrowings drawn |
|
246.1 |
439.0 |
Borrowings repaid |
|
(548.0) |
(230.8) |
Equity dividends paid |
|
(23.0) |
(123.0) |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
532.8 |
90.4 |
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(1.2) |
3.6 |
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
491.8 |
(117.5) |
|
|
|
|
Cash and cash equivalents at 1 January |
|
70.9 |
188.4 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at 31 December |
13 |
562.7 |
70.9 |
|
|
|
|
Notes
1 Accounting convention and basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS"), IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Directors have taken advantage of the exemption offered by Section 408 of the Companies Act not to present a separate income statement for the parent company.
The financial statements have been prepared in sterling, which is the functional currency of the Group.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of properties, available-for-sale investments, financial assets and liabilities held for trading. A summary of the more important Group accounting policies is set out below.
The Group's business activities have been affected by the adverse UK financial and economic background. A description of the impact and the factors likely to affect the Group's future development, performance and position are set out in the Chairman's Statement on pages 3 - 4 and the Operating Review on pages 5 - 14. The financial position of the Group, its cash flows, debt structure, borrowing facilities and principal financial risks are described in the Financial Review on pages 15 - 21. In addition note 33 to the Annual Report includes the Group's financial risk management objectives; details of its financial instruments and hedging activities; its exposures to liquidity risk and details of its capital structure.
In response to the on-going turbulent conditions that existed in the UK commercial property market in the first half of 2009, the Group re-negotiated its main corporate loan facility and completed, in May 2009, a capital raising of £592 million, net of expenses. Subsequently in October 2009, the Group raised a further £274 million, net of expenses, of equity share capital to fund investment in its prime UK regional shopping centres and central London assets.
In January 2010, the Group re-financed the loan facility secured on the Lakeside Shopping Centre that was due to mature in July 2011, eliminating the short term refinancing risk associated with this facility. The facility was replaced by a new £525 million, seven year facility which improved the Group's overall debt maturity profile.
As a consequence of these actions, the Directors believe that the Group is well placed to manage its business risks despite the current challenging economic environment.
The Directors have therefore concluded, based on cash flow projections which take account of the factors listed above, that there is a reasonable expectation that the company and the Group have adequate resources to continue in operational existence for the foreseeable future and have therefore prepared the financial statements on a going concern basis.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Where such judgements are made they are included within the accounting policies below.
The accounting policies used are consistent with those applied in the last annual financial statements, as amended to reflect the adoption of new standards, amendments, revisions and interpretations which became effective in the year.
·; IAS 1 Presentation of Financial Statements (revised)
·; IAS 23 Borrowing Costs (revised)
·; IFRS 2 Share-based Payment (amendment)
·; IFRS 7 Financial Instruments: Disclosures (amendment)
·; IFRS 8 Operating Segments
·; IAS 40 Investment Property (revised)
These pronouncements either had no impact on the financial statements or resulted in changes to presentation and disclosure only.
In respect of IAS 23, the Group's existing accounting policy was to capitalise borrowing costs, therefore this revision had no accounting impact for the Group.
The following standards and interpretations have been issued but are not effective for the year end 31 December 2009 and have not been adopted early:
·; IAS 1 Presentation of Financial Statements (amendment)
·; IAS 27 Consolidated and Separate Financial Statements (revised)
·; IAS 36 Impairment of Assets (amendment)
·; IAS 38 Intangible Assets (amendment)
·; IFRS 2 Share-Based Payment (amendment)
·; IFRS 3 Business Combinations (revised)
·; IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (amended)
·; IFRIC 17 Distribution of Non-cash Assets to Owners
These pronouncements are not expected to have a material impact on the financial statements, but will result in changes to presentation or disclosure where they are applicable.
2 Segmental reporting
Operating segments are determined based on the internal reporting and operational management of the Group. The Group is organised into operating divisions being Capital Shopping Centres (CSC) and Capital & Counties (C&C).
CSC is a market leader in prime UK regional shopping centres while C&C engages principally in non-shopping centre investments with a focus on central London.
Revenue represents total income from tenants and net rental income is the principal profit measure used to measure performance. The segment result is also monitored, however is not the principal profit measure. Unallocated expenses are costs incurred centrally which are neither directly nor reasonably attributable to individual segments.
|
2009 |
||
|
|
|
Group |
|
CSC |
C&C |
total |
|
£m |
£m |
£m |
|
|
|
|
Revenue |
405.0 |
173.9 |
578.9 |
|
|
|
|
|
|
|
|
Rent receivable |
341.1 |
99.8 |
440.9 |
Service charge income |
58.9 |
12.8 |
71.7 |
Exhibition income |
- |
55.8 |
55.8 |
|
|
|
|
|
|
|
|
|
400.0 |
168.4 |
568.4 |
Rent payable |
(21.4) |
(1.4) |
(22.8) |
Service charge and other non-recoverable costs |
(111.3) |
(63.4) |
(174.7) |
|
|
|
|
|
|
|
|
Net rental income |
267.3 |
103.6 |
370.9 |
Other income |
5.0 |
1.8 |
6.8 |
Deficit on revaluation and sale of investment and development property |
(535.7) |
(232.5) |
(768.2) |
Write down of trading property |
(0.1) |
(4.5) |
(4.6) |
|
|
|
|
|
|
|
|
Segment result |
(263.5) |
(131.6) |
(395.1) |
|
|
|
|
|
|
|
|
Unallocated costs |
|
|
|
Impairment charges |
|
|
(22.4) |
Administration expenses |
|
|
(43.4) |
|
|
|
|
|
|
|
|
Operating loss |
|
|
(460.9) |
Net finance income (1) |
|
|
131.8 |
|
|
|
|
|
|
|
|
Loss before tax |
|
|
(329.1) |
Taxation |
|
|
(41.0) |
|
|
|
|
|
|
|
|
Loss for the year |
|
|
(370.1) |
|
|
|
|
|
|
|
|
Total segment assets (2) |
4,773.6 |
1,831.8 |
6,605.4 |
Total segment liabilities (2) |
(3,025.4) |
(1,398.6) |
(4,424.0) |
|
|
|
|
|
|
|
|
|
1,748.2 |
433.2 |
2,181.4 |
Unallocated net assets (3) |
|
|
|
Cash and cash equivalents |
|
|
496.4 |
Derivative financial instruments |
|
|
(371.1) |
Other net assets |
|
|
114.4 |
|
|
|
|
|
|
|
|
Net assets |
|
|
2,421.1 |
|
|
|
|
|
|
|
|
Other segment items: |
|
|
|
Capital expenditure |
161.6 |
45.4 |
207.0 |
Depreciation |
- |
0.5 |
0.5 |
|
|
|
|
(1) The Group operates a central treasury function which manages and monitors the Group's Finance income/(costs) on a net basis.
(2) Total assets and total liabilities exclude loans between Group companies.
(3) Unallocated net assets represent balances controlled at a corporate level rather than within the Group's two operating divisions.
The adoption of IFRS 8 during the year has changed the segments recognised. Fewer segments are now recognised, as this better reflects the operational structure and management of the Group.
2 Segmental reporting (continued)
|
2008 |
||
|
|
|
Group |
|
CSC |
C&C |
total |
|
£m |
£m |
£m |
|
|
|
|
Revenue |
423.6 |
194.6 |
618.2 |
|
|
|
|
|
|
|
|
Rent receivable |
359.9 |
113.1 |
473.0 |
Service charge income |
57.8 |
13.8 |
71.6 |
Exhibition income |
- |
62.8 |
62.8 |
|
|
|
|
|
|
|
|
|
417.7 |
189.7 |
607.4 |
Rent payable |
(23.5) |
(0.8) |
(24.3) |
Service charge and other non-recoverable costs |
(113.4) |
(86.2) |
(199.6) |
|
|
|
|
|
|
|
|
Net rental income |
280.8 |
102.7 |
383.5 |
Property trading profits |
0.3 |
- |
0.3 |
Other income |
- |
0.2 |
0.2 |
Deficit on revaluation and sale of investment and development property |
(1,693.5) |
(363.5) |
(2,057.0) |
Profit on sale of subsidiary |
- |
0.8 |
0.8 |
Write down of trading property |
- |
(5.8) |
(5.8) |
Impairment of goodwill |
- |
(35.0) |
(35.0) |
|
|
|
|
|
|
|
|
Segment result |
(1,412.4) |
(300.6) |
(1,713.0) |
|
|
|
|
|
|
|
|
Unallocated costs |
|
|
|
Administration expenses |
|
|
(63.2) |
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,776.2) |
Net finance costs (1) |
|
|
(885.9) |
|
|
|
|
|
|
|
|
Loss before tax |
|
|
(2,662.1) |
Taxation |
|
|
85.6 |
|
|
|
|
|
|
|
|
Loss for the year |
|
|
(2,576.5) |
|
|
|
|
|
|
|
|
Total segment assets (2) |
5,150.9 |
2,392.7 |
7,543.6 |
Total segment liabilities (2) |
(3,273.4) |
(1,614.7) |
(4,888.1) |
|
|
|
|
|
|
|
|
|
1,877.5 |
778.0 |
2,655.5 |
Unallocated net liabilities |
|
|
|
Derivative financial instruments |
|
|
(788.9) |
Other net assets |
|
|
119.2 |
|
|
|
|
|
|
|
|
Net assets |
|
|
1,985.8 |
|
|
|
|
|
|
|
|
Other segment items: |
|
|
|
Capital expenditure |
208.0 |
358.0 |
566.0 |
Depreciation |
- |
0.3 |
0.3 |
|
|
|
|
(1) The Group operates a central treasury function which manages and monitors the Group's Finance income/(costs) on a net basis.
(2) Total assets and total liabilities exclude loans between Group companies.
The Group's geographical segments are set out below. This represents where the Group's assets and revenues are predominantly domiciled.
Revenue represents income from tenants and total assets primarily constitute investment property. Revenue is the principal performance measure.
|
Revenue |
Total assets |
Capital expenditure |
|||
|
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
United Kingdom |
538.3 |
571.8 |
6,668.2 |
7,009.4 |
201.8 |
559.8 |
United States |
40.6 |
46.4 |
380.1 |
521.5 |
5.2 |
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
578.9 |
618.2 |
7,048.3 |
7,530.9 |
207.0 |
566.0 |
|
|
|
|
|
|
|
3 Other income
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Sale of trading property |
4.2 |
- |
Cost of sales |
(4.0) |
- |
|
|
|
|
|
|
Profit on sale of trading properties |
0.2 |
- |
Management fee |
- |
0.1 |
Dividend income |
1.3 |
- |
Insurance recovery |
5.0 |
- |
Other income |
0.3 |
0.4 |
|
|
|
|
|
|
Total other income |
6.8 |
0.5 |
|
|
|
4 Deficit on revaluation and sale of investment and development property
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Deficit on revaluation of investment and development property |
(732.1) |
(2,051.1) |
Deficit on sale of investment property |
(36.1) |
(5.9) |
|
|
|
|
|
|
Deficit on revaluation and sale of investment and development property |
(768.2) |
(2,057.0) |
|
|
|
5 Loss on sale and impairment of investments
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Loss on sale of investments |
(6.5) |
- |
Impairment of investments in associate companies |
(3.9) |
- |
|
|
|
|
|
|
Loss on sale and impairment of investments |
(10.4) |
- |
|
|
|
6 Impairment of other receivables
Impairment of other receivables of £12.0 million (2008 - nil) has arisen following an impairment review of loan notes receivable by the Group. The impairment charge has been calculated with reference to the market value of certain property assets that the Group would have priority over in the event of default.
7 Finance costs/(income)
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Finance costs |
|
|
On bank overdrafts and loans |
248.9 |
239.0 |
On convertible debt |
2.9 |
4.4 |
On obligations under finance leases |
4.6 |
5.4 |
|
|
|
|
|
|
Gross finance costs |
256.4 |
248.8 |
Interest capitalised on developments |
(19.0) |
(18.5) |
|
|
|
|
|
|
Finance costs |
237.4 |
230.3 |
|
|
|
|
|
|
MetroCentre amortisation of compound financial instrument |
9.6 |
2.0 |
Loss/(profit) on sales/repurchase of CMBS notes(1) |
4.3 |
(13.1) |
Inducement payments on conversion of 3.95% convertible bond |
- |
3.6 |
Revolving credit facility arrangement fee(1) |
5.4 |
- |
Costs of termination of derivative financial instruments(1) |
34.3 |
6.6 |
|
|
|
|
|
|
Other finance costs/(income) |
53.6 |
(0.9) |
|
|
|
(1) Treated as exceptional and therefore excluded from the calculation of adjusted earnings for the year ended 31 December 2009.
Interest is capitalised, before tax relief, on the basis of the average rate of interest paid of 6.25 per cent (2008 - 6.25 per cent) on the relevant debt, applied to the cost of developments during the year.
8 Taxation
|
2009 |
2008 |
Taxation charge/(credit) for the financial year |
£m |
£m |
|
|
|
Current UK corporation tax at 28.0% (2008 - 28.5%) on profits |
- |
0.7 |
Prior year items - UK corporation tax |
(1.6) |
(8.1) |
|
|
|
|
|
|
|
(1.6) |
(7.4) |
Overseas taxation (including £1.1 million (2008 - £0.5 million) of prior year items) |
(1.1) |
0.9 |
|
|
|
|
|
|
Current tax on profits excluding exceptional items and property disposals |
(2.7) |
(6.5) |
|
|
|
|
|
|
Deferred tax: |
|
|
On investment and development property |
(26.9) |
(25.5) |
On derivative financial instruments |
70.0 |
(59.5) |
On other temporary differences |
(0.3) |
2.8 |
|
|
|
|
|
|
Deferred tax on profits excluding exceptional items and property disposals |
42.8 |
(82.2) |
|
|
|
|
|
|
Tax charge/(credit) excluding exceptional items and property disposals |
40.1 |
(88.7) |
REIT entry charge |
3.1 |
3.6 |
Tax credit on exceptional items and property disposals |
|
|
- current tax |
- |
(0.5) |
- deferred tax |
(2.2) |
- |
|
|
|
|
|
|
Total tax charge/(credit) |
41.0 |
(85.6) |
|
|
|
Factors affecting the tax charge/(credit) for the year
The tax charge for the year is higher (2008 - lower) than the standard rate of corporation tax in the UK. The differences are explained below:
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Loss before tax |
(329.1) |
(2,662.1) |
|
|
|
|
|
|
Loss on ordinary activities multiplied by the standard rate in the UK of 28.0% (2008 - 28.5%) |
(92.1) |
(758.7) |
UK capital allowances not reversing on sale |
(5.8) |
(5.9) |
Disposals of properties and investments |
(16.8) |
16.6 |
Prior year corporation tax items |
(2.6) |
(7.6) |
Prior year deferred tax items |
2.7 |
(0.4) |
Expenses disallowed, net of capitalised interest |
(2.6) |
(3.4) |
REIT exemption - corporation tax |
9.9 |
(19.9) |
REIT exemption - deferred tax |
148.2 |
644.5 |
REIT exemption - entry charge |
3.1 |
3.6 |
Utilisation of losses brought forward |
- |
(0.1) |
Unutilised losses carried forward |
3.8 |
- |
Overseas taxation |
(0.6) |
(0.2) |
Unprovided deferred tax |
(6.2) |
46.0 |
Reduction in deferred tax following cut in corporate tax rate |
- |
(0.1) |
|
|
|
|
|
|
Total tax charge/(credit) |
41.0 |
(85.6) |
|
|
|
Tax items that are taken directly to equity are shown in the statement of other comprehensive income.
8 Taxation (continued)
Under IAS 12 "Income Taxes", provision is made for the deferred tax assets and liabilities associated with the revaluation of investment properties at the corporate tax rate expected to apply to the Group at the time of use. For those UK properties qualifying as REIT properties the relevant tax rate will be 0 per cent (2008 - 0 per cent), for other UK non-REIT properties the relevant tax rate will be 28 per cent (2008 - 28 per cent) and for overseas properties the relevant tax rate will be the prevailing corporate tax rate in that country.
The deferred tax provision on non-REIT investment properties calculated under IAS 12 is £42.8 million at 31 December 2009 (2008 - £75.9 million). This IAS 12 calculation does not reflect the expected amount of tax that would be payable if the assets were sold. The Group estimates that calculated on a disposal basis the maximum tax liability would be £49.5 million at 31 December 2009 (2008 - £108.8 million).
|
|
Investment and |
Derivative |
Other |
|
|
|
development |
financial |
temporary |
|
|
|
properties |
instruments |
differences |
Total |
Movements in the provision for deferred tax |
|
£m |
£m |
£m |
£m |
|
|
|
|
|
|
Provided deferred tax provision: |
|
|
|
|
|
At 1 January 2008 |
|
85.7 |
(14.7) |
2.7 |
73.7 |
Recognised in income |
|
(25.5) |
(59.5) |
2.8 |
(82.2) |
Recognised in equity |
|
21.3 |
(5.2) |
(2.0) |
14.1 |
Sale of subsidiaries |
|
(5.6) |
- |
- |
(5.6) |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2008 |
|
75.9 |
(79.4) |
3.5 |
- |
Recognised in income |
|
(26.9) |
70.0 |
(2.5) |
40.6 |
Recognised in equity |
|
(6.2) |
2.0 |
0.7 |
(3.5) |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2009 |
|
42.8 |
(7.4) |
1.7 |
37.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognised deferred tax asset: |
|
|
|
|
|
At 1 January 2009 |
|
(2.9) |
(37.4) |
(5.7) |
(46.0) |
Income statement items |
|
(9.9) |
23.0 |
(6.9) |
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2009 |
|
(12.8) |
(14.4) |
(12.6) |
(39.8) |
|
|
|
|
|
|
In accordance with the requirements of IAS 12 "Income Taxes", the deferred tax asset has not been recognised in the Group financial statements due to uncertainty on the level of profits that will be available in the non-REIT businesses in future periods.
9 Dividends
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Ordinary shares |
|
|
Prior period final dividend paid of nil pence per share (2008 - 17.6p) |
- |
63.5 |
Interim dividend paid of 5p per share (2008 - 16.5p) |
28.2 |
59.5 |
|
|
|
|
|
|
Dividends paid |
28.2 |
123.0 |
|
|
|
|
|
|
Proposed final dividend of 11.5p per share (2008 - nil) |
71.5 |
- |
|
|
|
Details of the shares in issue and dividends waived are given in notes 21 and 22.
10 Investment and development property
|
|
Freehold |
Leasehold |
Total |
|
|
£m |
£m |
£m |
|
|
|
|
|
At 1 January 2008 |
|
4,805.3 |
3,817.5 |
8,622.8 |
Reclassification |
|
(180.0) |
180.0 |
- |
Additions from acquisitions |
|
2.2 |
42.8 |
45.0 |
Additions from subsequent expenditure |
|
99.2 |
199.5 |
298.7 |
Additions from acquisition of subsidiary companies |
|
222.2 |
- |
222.2 |
Transfers from trading properties |
|
4.9 |
- |
4.9 |
Disposals of subsidiaries |
|
(45.3) |
(19.5) |
(64.8) |
Other disposals |
|
(98.5) |
(42.5) |
(141.0) |
Foreign exchange movements |
|
137.7 |
- |
137.7 |
Deficit on valuation |
|
(945.9) |
(1,105.2) |
(2,051.1) |
|
|
|
|
|
|
|
|
|
|
At 31 December 2008 |
|
4,001.8 |
3,072.6 |
7,074.4 |
Additions from acquisitions |
|
- |
1.5 |
1.5 |
Additions from subsequent expenditure |
|
94.4 |
109.3 |
203.7 |
Loss of deemed control of former subsidiary |
|
(94.4) |
- |
(94.4) |
Other disposals |
|
(212.9) |
(8.6) |
(221.5) |
Foreign exchange movements |
|
(49.0) |
- |
(49.0) |
Deficit on valuation |
|
(376.3) |
(355.8) |
(732.1) |
|
|
|
|
|
|
|
|
|
|
At 31 December 2009 |
|
3,363.6 |
2,819.0 |
6,182.6 |
|
|
|
|
|
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Balance sheet carrying value of investment and development property |
6,182.6 |
7,074.4 |
Adjustment in respect of tenant incentives |
83.2 |
88.9 |
Adjustment in respect of head leases |
(47.1) |
(50.5) |
|
|
|
|
|
|
Market value of investment and development property |
6,218.7 |
7,112.8 |
|
|
|
Geographical analysis:
|
2009 |
2008 |
|
£m |
£m |
|
|
|
United Kingdom |
5,844.6 |
6,600.7 |
United States |
338.0 |
473.7 |
|
|
|
|
|
|
Total |
6,182.6 |
7,074.4 |
|
|
|
Included within investment and development property additions during the year is £19.0 million (2008 - £18.5 million) of interest capitalised on developments and redevelopments in progress.
The fair value of the Group's investment and development properties as at 31 December 2009 was determined by independent external valuers at that date. The valuation conforms with the Royal Institution of Chartered Surveyors (RICS) Valuation Standards 6th Edition and with IVS 1 of International Valuation Standards, and was arrived at by reference to market transactions for similar properties.
The main assumptions underlying the valuations are in relation to market rent, taking into account forecast growth rates and yields based on known transactions for similar properties and likely incentives offered to tenants.
There are certain restrictions on the realisability of investment property when a credit facility is in place. In most circumstances the Group can realise up to 50 per cent without restriction providing the Group continues to manage the asset. Realising an amount in excess of this would trigger a change of control and mandatory repayment of the facility.
11 Trading property
|
Group |
Group |
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Undeveloped sites |
24.2 |
29.4 |
Completed properties |
- |
3.9 |
|
|
|
|
|
|
|
24.2 |
33.3 |
|
|
|
The estimated replacement cost of trading properties based on market value amounted to £25.0 million (2008 - £33.9 million).
12 Trade and other receivables
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Amounts falling due within one year |
|
|
Rents receivable |
27.8 |
16.0 |
Other receivables |
20.3 |
37.2 |
Prepayments and accrued income |
38.0 |
44.0 |
|
|
|
|
|
|
|
86.1 |
97.2 |
|
|
|
|
|
|
Amounts falling due after more than one year |
|
|
Other receivables |
11.3 |
33.4 |
Prepayments and accrued income |
58.5 |
62.2 |
|
|
|
|
|
|
|
69.8 |
95.6 |
|
|
|
Included within prepayments and accrued income are tenant lease incentives of £83.2 million (2008 - £88.9 million).
13 Cash and cash equivalents
|
|
|
2009 |
2008 |
|
|
|
£m |
£m |
|
|
|
|
|
Unrestricted cash |
|
|
562.7 |
70.9 |
Restricted cash |
|
|
19.8 |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
582.5 |
70.9 |
|
|
|
|
|
Restricted cash relates to amounts placed on deposit to ensure continued compliance with certain loan facility financial covenants.
14 Trade and other payables
|
|
|
2009 |
2008 |
|
|
|
£m |
£m |
|
|
|
|
|
Amounts falling due within one year |
|
|
|
|
Rents received in advance |
|
|
98.7 |
105.2 |
Accruals and deferred income |
|
|
99.9 |
156.0 |
Other payables |
|
|
31.2 |
57.9 |
Other taxes and social security |
|
|
55.4 |
45.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
285.2 |
364.9 |
|
|
|
|
|
15 Borrowings
|
As at 31 December 2009 |
|||||
|
Carrying |
|
|
Fixed |
Floating |
Fair |
|
value |
Secured |
Unsecured |
rate |
rate |
value |
|
£m |
£m |
£m |
£m |
£m |
£m |
Amounts falling due within one year |
|
|
|
|
|
|
Bank loans and overdrafts |
30.0 |
30.0 |
- |
11.5 |
18.5 |
30.0 |
Commercial mortgage backed securities ("CMBS") notes |
33.5 |
33.5 |
- |
- |
33.5 |
25.8 |
3.95% convertible bonds due 2010 |
79.2 |
- |
79.2 |
79.2 |
- |
79.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings, excluding finance leases |
142.7 |
63.5 |
79.2 |
90.7 |
52.0 |
135.1 |
Finance lease obligations |
5.8 |
5.8 |
- |
5.8 |
- |
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year |
148.5 |
69.3 |
79.2 |
96.5 |
52.0 |
140.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due after more than one year |
|
|
|
|
|
|
CMBS notes 2011 |
417.7 |
417.7 |
- |
- |
417.7 |
376.1 |
CMBS notes 2015 |
1,030.6 |
1,030.6 |
- |
- |
1,030.6 |
744.0 |
Bank loan 2011 |
100.0 |
100.0 |
- |
- |
100.0 |
100.0 |
Bank loan 2012 |
147.0 |
147.0 |
- |
- |
147.0 |
147.0 |
Bank loans 2013 |
633.4 |
633.4 |
- |
192.7 |
440.7 |
633.4 |
Bank loan 2014 |
60.0 |
60.0 |
- |
- |
60.0 |
60.0 |
Bank loans 2016 |
809.3 |
809.3 |
- |
- |
809.3 |
809.3 |
Bank loan 2017 |
117.5 |
117.5 |
- |
- |
117.5 |
117.5 |
Debentures 2027 |
226.6 |
226.6 |
- |
226.6 |
- |
165.9 |
CSC bonds 2013 |
26.8 |
- |
26.8 |
26.8 |
- |
28.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings excluding finance leases and MetroCentre |
|
|
|
|
|
|
compound financial instrument |
3,568.9 |
3,542.1 |
26.8 |
446.1 |
3,122.8 |
3,182.0 |
MetroCentre compound financial instrument |
129.9 |
- |
129.9 |
- |
129.9 |
129.9 |
Finance lease obligations |
41.3 |
41.3 |
- |
41.3 |
- |
41.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due after more than one year |
3,740.1 |
3,583.4 |
156.7 |
487.4 |
3,252.7 |
3,353.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowings |
3,888.6 |
3,652.7 |
235.9 |
583.9 |
3,304.7 |
3,494.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
(582.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt |
3,306.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Net external debt (adjusted for MetroCentre compound financial instrument) at 31 December 2009 was £3,176.2 million.
15 Borrowings (continued)
|
As at 31 December 2008 |
|||||
|
Carrying |
|
|
Fixed |
Floating |
Fair |
|
value |
Secured |
Unsecured |
rate |
rate |
value |
|
£m |
£m |
£m |
£m |
£m |
£m |
Amounts falling due within one year |
|
|
|
|
|
|
Bank loans and overdrafts |
23.3 |
21.4 |
1.9 |
5.4 |
17.9 |
23.3 |
Commercial mortgage backed securities ("CMBS") notes |
34.3 |
34.3 |
- |
- |
34.3 |
24.6 |
CSC bonds 2009 |
31.5 |
- |
31.5 |
31.5 |
- |
32.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings, excluding finance leases |
89.1 |
55.7 |
33.4 |
36.9 |
52.2 |
80.1 |
Finance lease obligations |
6.1 |
6.1 |
- |
6.1 |
- |
6.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year |
95.2 |
61.8 |
33.4 |
43.0 |
52.2 |
86.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due after more than one year |
|
|
|
|
|
|
CMBS notes 2011 |
483.4 |
483.4 |
- |
- |
483.4 |
387.2 |
CMBS notes 2015 |
1,038.4 |
1,038.4 |
- |
- |
1,038.4 |
703.9 |
Bank loan 2011 |
100.0 |
100.0 |
- |
- |
100.0 |
100.0 |
Bank loan 2012 |
217.2 |
217.2 |
- |
- |
217.2 |
217.2 |
Bank loans 2013 |
737.2 |
737.2 |
- |
218.0 |
519.2 |
735.1 |
Bank loan 2014 |
24.5 |
24.5 |
- |
- |
24.5 |
24.5 |
Bank loans 2016 |
827.6 |
827.6 |
- |
- |
827.6 |
827.6 |
Bank loan 2017 |
117.3 |
117.3 |
- |
- |
117.3 |
117.3 |
Debentures 2027 |
226.3 |
226.3 |
- |
226.3 |
- |
204.0 |
CSC bonds 2013 |
26.6 |
- |
26.6 |
26.6 |
- |
23.5 |
Other loans |
140.0 |
- |
140.0 |
- |
140.0 |
140.0 |
3.95% convertible bonds due 2010 |
92.3 |
- |
92.3 |
92.3 |
- |
60.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings excluding finance leases and MetroCentre |
|
|
|
|
|
|
compound financial instrument |
4,030.8 |
3,771.9 |
258.9 |
563.2 |
3,467.6 |
3,540.5 |
MetroCentre compound financial instrument |
120.3 |
- |
120.3 |
- |
120.3 |
120.3 |
Finance lease obligations |
44.4 |
44.4 |
- |
44.4 |
- |
44.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due after more than one year |
4,195.5 |
3,816.3 |
379.2 |
607.6 |
3,587.9 |
3,705.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowings |
4,290.7 |
3,878.1 |
412.6 |
650.6 |
3,640.1 |
3,791.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
(70.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt |
4,219.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Net external debt (adjusted for MetroCentre compound financial instrument) at 31 December 2008 was £4,099.5 million.
15 Borrowings (continued)
|
Cash and |
|
Non- |
|
|
cash |
Current |
current |
Net |
|
equivalents |
borrowings |
borrowings |
debt |
Analysis of movement in net debt for the year ended 31 December 2009 |
£m |
£m |
£m |
£m |
|
|
|
|
|
Balance at 1 January 2009 |
70.9 |
(95.2) |
(4,195.5) |
(4,219.8) |
Borrowings repaid |
(548.0) |
79.5 |
468.5 |
- |
Borrowings drawndown |
246.1 |
- |
(246.1) |
- |
Proceeds from capital raises |
865.7 |
- |
- |
865.7 |
Other net cash movements |
(47.3) |
- |
- |
(47.3) |
Other non-cash movements |
(1.2) |
(133.9) |
155.8 |
20.7 |
Loss of deemed control of former subsidiary |
(3.7) |
1.1 |
77.2 |
74.6 |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2009 |
582.5 |
(148.5) |
(3,740.1) |
(3,306.1) |
|
|
|
|
|
|
Cash and |
|
Non- |
|
|
cash |
Current |
current |
Net |
|
equivalents |
borrowings |
borrowings |
debt |
Analysis of movement in net debt for the year ended 31 December 2008 |
£m |
£m |
£m |
£m |
|
|
|
|
|
Balance at 1 January 2008 |
188.4 |
(152.3) |
(3,704.0) |
(3,667.9) |
Borrowings repaid |
(230.8) |
121.0 |
109.8 |
- |
Borrowings drawndown |
439.0 |
- |
(439.0) |
- |
Other net cash movements |
(329.3) |
- |
- |
(329.3) |
Other non-cash movements |
3.6 |
(63.9) |
(162.3) |
(222.6) |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2008 |
70.9 |
(95.2) |
(4,195.5) |
(4,219.8) |
|
|
|
|
|
The market value of assets secured as collateral against borrowings is £6,116.5 million.
The fair values of financial assets and liabilities have been established using the market value, where available. For those instruments without a market value, a discounted cash flow approach has been used. If the fair values of the Group net borrowings were used the increase, after credit for tax relief, to the net diluted net assets per share (which does not require adjustment for the fair value of convertible bonds) would amount to 40 pence (2008 - 68 pence).
The maturity profile of gross debt (excluding finance leases) is as follows:
|
Group |
Group |
|
2009 |
2008 |
|
£m |
£m |
|
|
|
Wholly repayable within one year |
142.7 |
89.1 |
Wholly repayable in more than one year but not more than two years |
617.0 |
191.1 |
Wholly repayable in more than two years but not more than five years |
836.0 |
1,622.3 |
Wholly repayable in more than five years |
2,245.8 |
2,337.7 |
|
|
|
|
|
|
|
3,841.5 |
4,240.2 |
|
|
|
Certain borrowing agreements contain financial and other conditions that, if contravened, could alter the repayment profile.
The 31 December 2009 annual valuation of £52 million for the Xscape Braehead property, which is owned by the Xscape Braehead Partnership, a 50 per cent joint venture between Capital Shopping Centres and a subsidiary of Capital & Regional plc, indicated a loan to value ratio in excess of that specified in the £49 million loan facility secured on the property. Following submission of the valuation to the lender, they served a notice of breach on the Partnership, triggering the cure period. Discussions between the lender and the Partnership as to potential solutions to the breach are in progress.
The Group has various undrawn committed borrowing facilities. The facilities available at 31 December in respect of which all conditions precedent had been met were as follows:
|
|
|
2009 |
2008 |
|
|
|
£m |
£m |
|
|
|
|
|
Expiring in one to two years(1) |
|
|
360.0 |
170.0 |
Expiring in more than two years |
|
|
107.8 |
50.0 |
|
|
|
|
|
(1) In February 2010, the Group renegotiated its revolving credit facility resulting in a new undrawn facility of £248 million with a maturity date of June 2013.
These undrawn facilities are available at floating rates based on LIBOR plus applicable margin.
16 Cash generated from operations
|
|
|
2009 |
2008 |
|
|
Notes |
£m |
£m |
|
|
|
|
|
Loss before tax |
|
|
(329.1) |
(2,662.1) |
|
|
|
|
|
Adjustments for: |
|
|
|
|
Deficit on revaluation of investment and development property |
|
|
732.1 |
2,051.1 |
Deficit on sale of investment property |
|
|
36.1 |
5.9 |
Profit on sale of subsidiary |
|
|
- |
(0.8) |
Loss on sale of investments |
|
|
6.5 |
- |
Impairment of investment in associate company |
|
|
3.9 |
- |
Impairment of other receivables |
|
|
12.0 |
- |
Write down of trading property |
|
|
4.6 |
5.8 |
Depreciation |
|
|
0.5 |
0.3 |
Profit on sale of trading properties |
|
|
(0.2) |
- |
Amortisation of lease incentives and other direct costs |
|
|
7.9 |
15.0 |
Impairment of goodwill |
|
|
- |
35.0 |
Interest payable |
|
|
237.4 |
230.3 |
Interest receivable |
|
|
(6.3) |
(8.6) |
Other finance costs/(income) |
|
|
53.6 |
(0.9) |
Change in fair value of derivative financial instruments |
|
|
(416.5) |
665.1 |
|
|
|
|
|
Changes in working capital: |
|
|
|
|
Change in trading properties |
|
|
3.0 |
5.9 |
Change in trade and other receivables |
|
|
(0.1) |
22.1 |
Change in trade and other payables |
|
|
(9.7) |
(1.7) |
|
|
|
|
|
|
|
|
|
|
Cash generated from operations |
|
|
335.7 |
362.4 |
|
|
|
|
|
17 Fair values of financial instruments
The tables below set out the Group's accounting classification of each class of financial assets and liabilities, and their fair values at 31 December 2009 and 31 December 2008.
The fair values of quoted borrowings are based on the asking price. The fair values of derivative financial instruments are determined from observable market prices or estimated using appropriate yield curves at 31 December each year by discounting the future contractual cash flows to the net present values.
|
|
|
(Loss)/gain |
|
|
Carrying |
|
to income |
Gain |
|
value |
Fair value |
statement |
to equity |
|
£m |
£m |
£m |
£m |
2009 |
|
|
|
|
Derivative financial instrument assets |
15.0 |
15.0 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Total held for trading assets |
15.0 |
15.0 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
155.9 |
155.9 |
- |
- |
Cash and cash equivalents |
582.5 |
582.5 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Total cash and receivables |
738.4 |
738.4 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Investments |
58.3 |
58.3 |
(6.5) |
3.8 |
|
|
|
|
|
|
|
|
|
|
Total available-for-sale investments |
58.3 |
58.3 |
(6.5) |
3.8 |
|
|
|
|
|
|
|
|
|
|
Derivative financial instrument liabilities |
(386.1) |
(386.1) |
416.5 |
1.1 |
|
|
|
|
|
|
|
|
|
|
Total held for trading liabilities |
(386.1) |
(386.1) |
416.5 |
1.1 |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
(306.8) |
(306.8) |
- |
- |
Borrowings |
(3,888.6) |
(3,494.1) |
- |
- |
|
|
|
|
|
|
|
|
|
|
Total loans and payables |
(4,195.4) |
(3,800.9) |
- |
- |
|
|
|
|
|
17 Fair value of financial instruments (continued)
|
|
|
Loss |
|
|
Carrying |
|
to income |
(Loss)/gain |
|
value |
Fair value |
statement |
to equity |
|
£m |
£m |
£m |
£m |
2008 |
|
|
|
|
Derivative financial instrument assets |
29.6 |
29.6 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Total held for trading assets |
29.6 |
29.6 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
192.8 |
192.8 |
- |
- |
Cash and cash equivalents |
70.9 |
70.9 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Total cash and receivables |
263.7 |
263.7 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Investments |
96.3 |
99.5 |
- |
(15.1) |
|
|
|
|
|
|
|
|
|
|
Total available-for-sale investments |
96.3 |
99.5 |
- |
(15.1) |
|
|
|
|
|
|
|
|
|
|
Derivative financial instrument liabilities |
(818.5) |
(818.5) |
(665.1) |
4.3 |
|
|
|
|
|
|
|
|
|
|
Total held for trading liabilities |
(818.5) |
(818.5) |
(665.1) |
4.3 |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
(420.6) |
(420.6) |
- |
- |
Borrowings |
(4,290.7) |
(3,791.4) |
- |
- |
|
|
|
|
|
|
|
|
|
|
Total loans and payables |
(4,711.3) |
(4,212.0) |
- |
- |
|
|
|
|
|
18 Capital commitments
At 31 December 2009, the Group was contractually committed to £142.4 million (2008 - £238.8 million) of future expenditure for the purchase, construction, development and enhancement of investment property. Of the £142.4 million, £123.0 million is committed 2010 expenditure.
The Group's share of joint venture commitments included above at 31 December 2009 was £75.6 million (2008 - £134.0 million).
19 Earnings per share and net assets per share
(a) (Loss)/earnings per share
|
2009 |
2008 |
||||
|
Earnings |
Shares |
Pence per |
Earnings |
Shares |
Pence per |
|
£m |
million |
share |
£m |
million |
share |
|
|
|
|
|
|
|
Basic loss per share (1) |
(338.8) |
497.7 |
(68.1)p |
(2,451.3) |
361.5 |
(678.1)p |
|
|
|
|
|
|
|
Dilutive convertible bonds |
1.5 |
12.3 |
|
3.1 |
14.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per share |
(337.3) |
510.0 |
(66.1)p |
(2,448.2) |
376.0 |
(651.1)p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss used for calculation of basic loss per share |
(338.8) |
|
|
(2,451.3) |
|
|
Adjustments: |
|
|
|
|
|
|
Revaluation and sale of investment and |
|
|
|
|
|
|
development property |
768.2 |
|
|
2,057.0 |
|
|
Profit on sale of subsidiary |
- |
|
|
(0.8) |
|
|
Exceptional other income |
(5.3) |
|
|
- |
|
|
Impairment of goodwill |
- |
|
|
35.0 |
|
|
Exceptional finance charges |
44.0 |
|
|
3.6 |
|
|
Loss on sale of investment |
6.5 |
|
|
- |
|
|
Impairment of investments |
3.9 |
|
|
- |
|
|
Impairment of other receivables |
12.0 |
|
|
- |
|
|
Fair value movement on derivative financial |
|
|
|
|
|
|
instruments |
(416.5) |
|
|
665.1 |
|
|
Deferred tax adjustments |
41.0 |
|
|
(85.5) |
|
|
REIT entry charges |
3.1 |
|
|
3.6 |
|
|
Minority interests in respect of the above |
(26.8) |
|
|
(121.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPRA adjusted earnings per share |
91.3 |
497.7 |
18.3p |
104.9 |
361.5 |
29.0p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduction in interest charge from conversion of |
|
|
|
|
|
|
bonds (net of tax) |
1.5 |
12.3 |
|
3.1 |
14.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted, diluted earnings per share |
92.8 |
510.0 |
18.2p |
108.0 |
376.0 |
28.7p |
|
|
|
|
|
|
|
(1) Shares in issue for the calculation of basic loss per share have been adjusted for shares held in the ESOP and treasury shares.
19 Earnings per share and net assets per share (continued)
(b) Net assets per share
|
2009 |
2008 |
||||
|
Net |
|
NAV per |
Net |
|
NAV per |
|
assets |
Shares |
share |
assets |
Shares |
share |
|
£m |
million |
(pence) |
£m |
million |
(pence) |
|
|
|
|
|
|
|
Net assets attributable to equity holders of the |
|
|
|
|
|
|
Group |
2,421.1 |
621.5 |
390p |
1,958.0 |
363.7 |
538p |
Adjustments: |
|
|
|
|
|
|
Effect of dilution |
|
|
|
|
|
|
On conversion of bonds |
79.2 |
11.2 |
|
92.3 |
11.5 |
|
On exercise of options |
22.1 |
1.6 |
|
10.5 |
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
2,522.4 |
634.3 |
398p |
2,060.8 |
375.7 |
549p |
|
|
|
|
|
|
|
Fair value of derivative financial instruments |
|
|
|
|
|
|
(net of tax) |
335.5 |
|
53 |
659.0 |
|
175 |
Unrecognised surplus on trading properties |
|
|
|
|
|
|
(net of tax) |
0.9 |
|
- |
0.6 |
|
- |
Deferred tax on revaluation surpluses |
28.7 |
|
5 |
18.3 |
|
5 |
Deferred tax on capital allowances |
14.2 |
|
2 |
57.7 |
|
15 |
Minority interests on the above |
(27.1) |
|
(5) |
(46.9) |
|
(12) |
Add back minority interest recoverable balance |
|
|
|
|
|
|
not recognised |
71.3 |
|
11 |
48.4 |
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPRA NAV |
2,945.9 |
634.3 |
464p |
2,797.9 |
375.7 |
745p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of derivative financial instruments |
|
|
|
|
|
|
(net of tax) |
(335.5) |
|
(53) |
(659.0) |
|
(175) |
Excess of fair value of debt over book value |
394.5 |
|
63 |
499.3 |
|
132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPRA NNNAV |
3,004.9 |
634.3 |
474p |
2,638.2 |
375.7 |
702p |
|
|
|
|
|
|
|
20 Convertible debt
3.95 per cent convertible bonds due 2010 ("the 3.95 per cent bonds")
On 16 October 2003, the company issued £240 million nominal 3.95 per cent bonds raising £233.5 million after costs. At the time of issue, the holders of the 3.95 per cent bonds had the option to convert their bonds into ordinary shares at any time on or up to 23 September 2010 at £8.00 per ordinary share, a conversion rate of 125 ordinary shares for every £1,000 nominal of 3.95 per cent bonds. On 28 May 2009, following the Firm Placing and Placing and Open Offer, the conversion price was adjusted to £7.16 per share, a conversion rate of approximately 139.66 ordinary shares for every £1,000 nominal of 3.95 per cent bonds. On 5 October 2009, following a placing of shares, the conversion price was adjusted to £7.08 per share, a conversion rate of approximately 141.24 ordinary shares for every £1,000 nominal of 3.95 per cent bonds. The 3.95 per cent bonds may be redeemed at par at the company's option subject to the Liberty International PLC ordinary share price having traded at 120 per cent of the conversion price for a specified period, or at anytime once 85 per cent by nominal value of the bonds originally issued have been converted or cancelled. Unless otherwise converted, cancelled or redeemed the 3.95 per cent bonds will be redeemed by Liberty International PLC at par on 30 September 2010.
On 2 January 2009, notices were accepted by the company in respect of £13.0 million of bonds representing 14.1 per cent of the 3.95 per cent bonds outstanding on 31 December 2008. The bonds converted into 1.7 million new ordinary shares.
The net proceeds received from the initial issue of the convertible bonds was split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity as follows:
|
|
|
2009 |
2008 |
|
|
|
£m |
£m |
|
|
|
|
|
Net proceeds of convertible bonds issued |
|
|
233.5 |
233.5 |
Equity component |
|
|
(19.6) |
(19.6) |
|
|
|
|
|
|
|
|
|
|
Liability at date of issue |
|
|
213.9 |
213.9 |
Cumulative amortisation |
|
|
19.2 |
19.2 |
Cumulative conversions |
|
|
(153.9) |
(140.8) |
|
|
|
|
|
|
|
|
|
|
Liability at 31 December |
|
|
79.2 |
92.3 |
|
|
|
|
|
The effective interest rate on the liability element at 31 December 2009 was 3.95 per cent (2008 - 3.95 per cent).
21 Share capital and share premium
At 31 December 2008, the company's authorised capital was 500,000,000. On 22 May 2009, the authorised share capital of the company was increased by 400,000,000 ordinary shares of 50p each to 900,000,000 ordinary shares of 50p each.
The Companies Act 2006 removed the concept of authorised share capital with effect from 1 October 2009.
|
Share |
Share |
|
capital |
premium |
|
£m |
£m |
|
|
|
Issued and fully paid |
|
|
At 31 December 2008 - 365,147,798 ordinary shares of 50p each |
182.6 |
993.4 |
Shares issued |
128.7 |
12.3 |
|
|
|
|
|
|
At 31 December 2009 - 622,878,501 ordinary shares of 50p each |
311.3 |
1,005.7 |
|
|
|
On 2 January 2009, the company issued 1.7 million shares on the conversion of 3.95 per cent convertible bonds as described in note 20.
On 27 April 2009, the Group announced its intention to raise £592 million, net of expenses, by way of a Firm Placing of 104,839,061 new ordinary shares and a Placing and Open Offer of 95,161,642 new ordinary shares at 310 pence per share (the "Capital Raising"). The Capital Raising was approved by shareholders at the Extraordinary General Meeting on 22 May 2009 and the cash proceeds were received at the end of May 2009. As a result, share capital increased by £100 million with the balance of the proceeds being transferred to a merger reserve.
On 23 September 2009, the Group announced its intention to raise £274 million net of expenses by way of a placing of 56,100,000 new ordinary shares at 500 pence per share. The placing represented in aggregate 9.9 per cent of the issued share capital of Liberty International prior to the placing. The cash proceeds were received on 5 October 2009. As a result, share capital increased by £28 million with the balance of the proceeds being transferred to a merger reserve.
Subsequent to both capital raises, the merger reserve balances have been treated as realised and transferred to retained earnings.
Full details of the rights and obligations attaching to the ordinary shares are contained in the company's Articles of Association. These rights include an entitlement to receive the company's report and accounts, to attend and speak at General Meetings of the company, to appoint proxies and to exercise voting rights. Holders of ordinary shares may also receive dividends and may receive a share of the company's assets on the company's liquidation. There are no restrictions on the transfer of the ordinary shares.
At 9 March 2010, the company had an unexpired authority to repurchase shares up to a maximum of 56,572,850 shares with a nominal value of £28.3 million, and the Directors have an unexpired authority to allot up to a maximum of 132,476,167 shares with a nominal value of £66.2 million.
Included within the issued share capital as at 31 December 2009 are 288,070 ordinary shares (2008 - 364,327) held by the Trustee of the Employee Share Ownership Plan ("ESOP") which is operated by the company (note 22) and 1,050,000 treasury shares (2008 - 1,050,000). The nominal value of these shares is £0.7 million (2008 - £0.7 million).
22 Treasury shares and Employee Share Ownership Plan (ESOP)
The cost of shares in Liberty International PLC purchased in the market and held either as treasury shares by the Trustee of the Employee Share Ownership Plan ("ESOP") operated by the company is accounted for as treasury shares.
The purpose of the ESOP is to acquire and hold shares which will be transferred to employees in the future under the Group's employee incentive arrangements. Dividends of £0.01 million (2008 - £0.2 million) have been waived by agreement.
|
2009 |
2008 |
||
|
Shares |
|
Shares |
|
|
million |
£m |
million |
£m |
|
|
|
|
|
At 1 January |
1.4 |
(10.8) |
1.3 |
(9.6) |
Acquired in the year |
0.1 |
(0.2) |
0.4 |
(3.8) |
Disposed of on exercise of options |
(0.2) |
1.3 |
(0.3) |
2.6 |
|
|
|
|
|
|
|
|
|
|
At 31 December |
1.3 |
(9.7) |
1.4 |
(10.8) |
|
|
|
|
|
23 Contingent liabilities
As at 31 December 2009, the Group has a contingent commitment to provide future investment of £39 million, (2008 - £60.5 million) into one of the real estate investment funds in which the Group has previously invested. The Directors' current expectation, following discussions with Harvest Capital Partners, the managers of the fund, is that this further investment will not be required as the fund's managers have wound down marketing efforts in relation to the specific fund that the Group had committed investment funds.
24 Related party transactions
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation for the Group.
Significant transactions between the parent company and its subsidiaries are shown below:
|
|
|
2009 |
2008 |
Subsidiary |
Nature of transaction |
|
£m |
£m |
|
|
|
|
|
Libtai Holdings (Jersey) Limited |
Dividend |
|
- |
-(1) |
Liberty International Holdings Limited |
Dividend |
|
- |
-(1) |
Conduit Insurance Holdings Limited |
Dividend |
|
- |
-(1) |
C&C Properties UK Limited |
Re-charges |
|
1.5 |
1.5 |
Capital & Counties Debenture PLC |
Dividend |
|
- |
-(1) |
Greenhaven Industrial Properties Limited |
Dividend |
|
- |
1.0 |
Capital Shopping Centres PLC |
Dividend |
|
- |
-(1) |
|
Re-charges |
|
4.3 |
4.0 |
|
|
|
|
|
(1)Dividend declared in 2008 was repaid
Significant balances outstanding between the parent company and its subsidiaries are shown below:
|
Amounts owed by subsidiaries |
Amounts owed to subsidiaries |
||
|
2009 |
2008 |
2009 |
2008 |
Subsidiary |
£m |
£m |
£m |
£m |
|
|
|
|
|
Liberty International Group Treasury Limited |
2,373.9 |
1,929.5 |
- |
- |
Capital & Counties Limited |
14.4 |
14.4 |
(60.0) |
(60.0) |
Conduit Insurance Holdings Limited |
16.0 |
16.0 |
- |
- |
Liberty International Holdings Limited |
132.8 |
132.8 |
- |
- |
TAI Investments Limited |
- |
- |
(5.0) |
(42.6) |
Capital Shopping Centres PLC |
5.1 |
5.1 |
- |
- |
Libtai Holdings (Jersey) Limited |
- |
37.6 |
- |
- |
Liberty International Capital (Five) Limited |
- |
- |
3.2 |
- |
Liberty International Capital (Six) Limited |
- |
- |
10.0 |
- |
Nailsfield Limited |
22.6 |
- |
- |
- |
|
|
|
|
|
|
2009 |
2008 |
Key management(1) compensation |
£m |
£m |
|
|
|
Salaries and short-term employee benefits |
7.2 |
6.0 |
Pensions and other post-employment benefits |
0.5 |
0.7 |
Share-based payment |
- |
0.4 |
Other long-term payments |
- |
0.2 |
Termination benefits |
- |
1.7 |
|
|
|
|
|
|
|
7.7 |
9.0 |
|
|
|
(1) Key management comprises the Directors of Liberty International PLC and those employees who have been designated as persons discharging managerial responsibility.
25 Events after the reporting period
The Group announced on 9 March 2010 its intention to reorganise by way of demerger into two groups, Capital Shopping Centres and Capital & Counties. This reorganisation is subject to both shareholders' and Court approval.
Certain other events that have occurred after the reporting period are detailed in the Financial Review.
26 General information
The company is a public limited company incorporated in England and Wales and domiciled in the UK. The address of its registered office is 40 Broadway, London SW1H 0BT.
The company has its primary listing on the London Stock Exchange. The company has a secondary listing on the JSE, South Africa.
SUMMARY OF INVESTMENT AND DEVELOPMENT PROPERTIES (unaudited)
Property data as at 31 December 2009
|
|
|
|
|
|
|
Weighted |
|
||
|
|
|
|
|
|
|
average |
Gross |
||
|
Market |
|
|
Initial* |
Nominal* |
Passing* |
|
|
unexpired |
area |
|
value |
|
|
yield |
equivalent |
rent |
ERV* |
|
lease |
million |
|
£m |
Ownership |
Note |
(EPRA) |
yield |
£m |
£m |
Occupancy* |
years |
sq ft I |
|
|
|
|
|
|
|
|
|
|
|
UK regional shopping centres |
|
|
|
|
|
|
|
|
|
|
Lakeside, Thurrock |
890.0 |
100% |
|
5.80% |
6.75% |
|
|
97.8% |
|
1.4 |
MetroCentre, Gateshead |
775.2 |
90% |
A |
6.38% |
6.99% |
|
|
97.8% |
|
2.1 |
Braehead, Glasgow |
504.8 |
100% |
|
5.45% |
7.04% |
|
|
99.8% |
|
1.1 |
The Harlequin, Watford |
335.0 |
93% |
|
5.65% |
7.00% |
|
|
95.3% |
|
0.7 |
Victoria Centre, Nottingham |
315.0 |
100% |
|
5.73% |
6.90% |
|
|
98.2% |
|
1.0 |
Arndale, Manchester |
289.1 |
48% |
B |
6.23% |
6.87% |
|
|
99.1% |
|
1.6 |
Chapelfield, Norwich |
219.5 |
100% |
|
6.00% |
7.35% |
|
|
95.5% |
|
0.5 |
Eldon Square, Newcastle upon Tyne |
217.6 |
60% |
|
4.03% |
7.51% |
|
|
97.5% |
|
1.0 |
St David's, Cardiff |
210.5 |
50% |
|
2.39% |
7.46% |
|
|
94.5%G |
|
1.4 |
Cribbs Causeway, Bristol |
204.9 |
33% |
C |
5.27% |
6.78% |
|
|
99.5% |
|
1.0 |
The Chimes, Uxbridge |
196.2 |
100% |
|
6.51% |
7.20% |
|
|
98.8% |
|
0.4 |
The Potteries, Stoke-on-Trent |
191.5 |
100% |
|
7.00% |
7.70% |
|
|
98.5% |
|
0.6 |
The Glades, Bromley |
170.2 |
64% |
|
5.68% |
7.56% |
|
|
95.2% |
|
0.5 |
Other |
111.6 |
|
D |
|
|
|
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UK regional shopping centres |
4,631.1 |
|
|
5.70% |
7.08% |
271.1 |
363.4 |
97.8% |
6.7 |
14.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK non-shopping centres |
|
|
|
|
|
|
|
|
|
|
Capco Covent Garden |
548.4 |
100% |
|
4.86% |
5.42% |
|
|
98.9% |
7.8 |
0.7 |
Capco Earls Court |
434.8 |
100% |
E |
|
|
|
|
|
|
1.7 |
Capco GCP |
247.3 |
50% |
|
5.35% |
5.96% |
|
|
96.9% |
5.6 |
1.0 |
Capco Other |
9.0 |
100% |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UK non-shopping centres |
1,239.5 |
|
|
|
|
49.4 |
56.5 H |
|
7.5H |
3.5 |
Capco USA |
348.1 |
100% |
F |
|
|
31.1 |
35.0 |
91.2% |
4.3 |
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment and development |
|
|
|
|
|
|
|
|
|
|
properties |
6,218.7 |
|
|
|
|
|
|
|
|
20.1 |
|
|
|
|
|
|
|
|
|
|
|
* As defined in glossary.
Notes
A |
Interest shown is that of the MetroCentre Partnership in the MetroCentre (90 per cent) and the Metro Retail Park (100 per |
|
cent). Capital Shopping Centres 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 venture ownership of a 95 per cent interest in The Arndale, Manchester, and 90 per cent |
|
interest in New Cathedral Street, Manchester. |
C |
The Group's interest is through a joint venture 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 100 per cent economic interest in Westgate, Oxford and also the Group's 50 per cent economic interest |
|
in Xscape, Braehead. |
E |
Includes Earls Court, which as from December 2009 is 100 per cent owned and also the Group's 50 per cent economic |
|
interest in the Empress State building (£94.4 million). |
F |
The Group holds 13 investment properties in the USA. For four of these, which approximate to 20 per cent of the market |
|
value, the Group's interest ranges from 50 per cent to 58 per cent. |
G |
Excludes the recently completed extension to St David's, Cardiff. |
H |
Earls Court Exhibition centre does not report a passing rent, ERV or lease maturity due to the nature of its Exhibition |
|
business. |
I |
Area shown is the gross area of the property, this is not adjusted for the proportional ownership. |
SUMMARY OF INVESTMENT AND DEVELOPMENT PROPERTIES (unaudited)
Analysis of Capital & Counties properties by use
|
31 December 2009 Market Value |
31 December 2009 ERV |
||||||||
|
Retail |
Office |
Exhibition |
Residential |
Total |
Retail |
Office |
Exhibition |
Residential |
Total |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
|
|
Capco Covent Garden |
476.4 |
61.2 |
- |
10.8 |
548.4 |
28.9 |
4.2 |
- |
0.1 |
33.2 |
Capco Earls Court |
- |
94.4 |
340.4 |
- |
434.8 |
- |
5.9 |
- |
- |
5.9 |
Capco GCP |
83.7 |
147.8 |
- |
15.8 |
247.3 |
5.2 |
10.2 |
- |
0.8 |
16.2 |
Capco Other |
0.5 |
7.0 |
- |
1.5 |
9.0 |
0.1 |
1.1 |
- |
- |
1.2 |
Capco USA |
249.7 |
72.5 |
- |
25.9 |
348.1 |
23.2 |
9.4 |
- |
2.4 |
35.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810.3 |
382.9 |
340.4 |
54.0 |
1,587.6 |
57.4 |
30.8 |
- |
3.3 |
91.5 |
|
|
|
|
|
|
|
|
|
|
|
Analysis of capital return in the period
Like-for-like properties
|
Market value |
|
Revaluation deficit* |
||
|
31 December |
31 December |
|
31 December |
|
|
2009 |
2008 |
|
2009 |
|
|
£m |
£m |
|
£m |
Decrease |
|
|
|
|
|
|
UK regional shopping centres |
4,389.5 |
4,815.2 |
|
(473.0) |
(9.8)% |
Capco Covent Garden |
548.4 |
575.6 |
|
(35.7) |
(6.1)% |
Capco Earls Court |
434.8 |
468.4 |
|
(41.6) |
(8.7)% |
Capco GCP |
243.3 |
248.2 |
|
(20.0) |
(7.6)% |
Capco Other |
9.0 |
9.2 |
|
(1.9) |
(23.0)% |
Capco USA |
348.1 |
485.9 |
|
(91.9) |
(20.8)% |
|
|
|
|
|
|
|
|
|
|
|
|
Total like-for-like properties |
5,973.1 |
6,602.5 |
|
(664.1) |
(10.1)% |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions |
4.0 |
- |
|
(0.3) |
- |
Disposals |
- |
306.8 |
A |
(6.1) |
- |
Redevelopments and developments |
241.6 |
203.5 |
|
(61.6) |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total investment properties |
6,218.7 |
7,112.8 |
|
(732.1) |
(10.6)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK regional shopping centres |
4,631.1 |
5,009.6 |
|
(534.7) |
(10.4)% |
Capco Covent Garden |
548.4 |
590.3 |
|
(35.7) |
(6.1)% |
Capco Earls Court |
434.8 |
568.9 |
|
(47.7) |
(9.9)% |
Capco GCP |
247.3 |
275.4 |
|
(20.2) |
(7.6)% |
Capco Other |
9.0 |
182.7 |
|
(1.9) |
(23.0)% |
Capco USA |
348.1 |
485.9 |
|
(91.9) |
(20.8)% |
|
|
|
|
|
|
|
|
|
|
|
|
Total investment properties |
6,218.7 |
7,112.8 |
|
(732.1) |
(10.6)% |
|
|
|
|
|
|
|
|
|
|
|
|
A Includes loss of deemed control of former subsidiary and conversion to proportional consolidation of the Empress State building of £100.5 million.
* Revaluation deficit includes amortisation of lease incentives and fixed head leases.
SUMMARY OF INVESTMENT AND DEVELOPMENT PROPERTIES (unaudited)
Analysis of income in the period
Like-for-like properties
|
31 December |
31 December |
|
|
|
2009 |
2008 |
Change |
|
|
£m |
£m |
% |
NOTE |
|
|
|
|
|
UK regional shopping centres |
252.7 |
261.7 |
(3.4)% |
|
Capco Covent Garden |
26.5 |
22.8 |
15.8% |
|
Capco Earls Court |
25.9 |
28.2 |
(8.2)% |
|
Capco GCP |
13.4 |
12.9 |
3.9% |
|
Capco Other |
0.6 |
0.7 |
(14.2)% |
|
Capco USA |
24.4 |
20.7 |
(1.3)% |
A |
|
|
|
|
|
|
|
|
|
|
Like-for-like properties |
343.5 |
347.0 |
(1.0)% |
|
|
|
|
|
|
Disposals |
1.8 |
12.2 |
(85.2)% |
|
Like-for-like capital |
20.1 |
19.6 |
2.6% |
B |
Redevelopments and developments |
5.5 |
4.7 |
17.0% |
|
|
|
|
|
|
|
|
|
|
|
|
27.4 |
36.5 |
|
|
|
|
|
|
|
|
|
|
|
|
Total investment properties |
370.9 |
383.5 |
(3.3)% |
|
|
|
|
|
|
|
|
|
|
|
All properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK regional shopping centres |
267.3 |
280.8 |
(4.8)% |
|
Capco Covent Garden |
26.5 |
23.4 |
13.2% |
|
Capco Earls Court |
36.8 |
33.3 |
10.5% |
|
Capco GCP |
13.8 |
14.0 |
(1.4)% |
|
Capco Other |
2.1 |
11.3 |
(81.4)% |
|
Capco USA |
24.4 |
20.7 |
(1.3)% |
A |
|
|
|
|
|
|
|
|
|
|
Total investment properties |
370.9 |
383.5 |
(3.3)% |
|
|
|
|
|
|
A Percentage change is shown for income in local currency.
B Like-for-like capital defined as comparable investment value in both current and comparative period, but not like-for-like ownership period.
UNDERLYING PROFIT STATEMENT (unaudited)
For the year ended 31 December 2009
|
Year |
Year |
|
|
|
|
|
ended |
ended |
Six months |
Six months |
Six months |
Six months |
|
31 December |
31 December |
31 December |
31 December |
30 June |
30 June |
|
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK shopping centres |
267.3 |
280.8 |
134.6 |
140.7 |
132.7 |
140.1 |
Other commercial properties |
103.6 |
102.7 |
46.1 |
48.6 |
57.5 |
54.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rental income |
370.9 |
383.5 |
180.7 |
189.3 |
190.2 |
194.2 |
|
|
|
|
|
|
|
Other income/(expense) |
1.4 |
0.2 |
0.1 |
(0.3) |
1.3 |
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
372.3 |
383.7 |
180.8 |
189.0 |
191.5 |
194.7 |
|
|
|
|
|
|
|
Administration expenses |
(43.4) |
(63.2) |
(21.6) |
(35.0) |
(21.8) |
(28.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (underlying*) |
328.9 |
320.5 |
159.2 |
154.0 |
169.7 |
166.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable |
(237.4) |
(230.3) |
(118.2) |
(114.9) |
(119.2) |
(115.4) |
Interest receivable |
6.3 |
8.6 |
3.0 |
2.6 |
3.3 |
6.0 |
Other finance (costs)/income |
(9.6) |
4.5 |
(5.1) |
4.5 |
(4.5) |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance costs (underlying*) |
(240.7) |
(217.2) |
(120.3) |
(107.8) |
(120.4) |
(109.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax (underlying*) |
88.2 |
103.3 |
38.9 |
46.2 |
49.3 |
57.1 |
|
|
|
|
|
|
|
Write down of trading property |
(4.6) |
(5.8) |
(1.6) |
(5.8) |
(3.0) |
- |
Property trading profit/(loss) |
0.2 |
0.3 |
- |
(0.6) |
0.2 |
0.9 |
Tax on adjusted profit |
3.0 |
3.7 |
2.4 |
6.2 |
0.6 |
(2.5) |
Minority interests |
4.5 |
3.4 |
4.8 |
8.7 |
(0.3) |
(5.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying earnings (used for |
|
|
|
|
|
|
calculation of adjusted earnings |
|
|
|
|
|
|
per share) |
91.3 |
104.9 |
44.5 |
54.7 |
46.8 |
50.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share (pence) |
18.3 |
29.0 |
8.9 |
15.1 |
11.6 |
13.9 |
|
|
|
|
|
|
|
* before property trading and valuation items
FINANCIAL COVENANTS (unaudited)
Financial covenants on asset-specific debt excluding joint ventures
|
|
Loan |
|
|
Loan to |
|
|
|
|
|
|||
|
|
outstanding at |
|
|
31 December |
|
Interest |
|
Interest |
|
|||
|
|
31 January 2010 |
(1) |
LTV |
2009 |
|
cover |
|
cover |
|
|||
|
Maturity |
£m |
|
covenant |
Market value |
(2) |
covenant |
|
actual |
(3) |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
EC&O Venues |
2012 |
154.3 |
|
N/A |
N/A |
|
110% |
|
129% |
(5) |
|||
Covent Garden (11) |
2013 |
252.5 |
|
75% |
71% |
|
120% |
|
122% |
(8) |
|||
MetroCentre |
2015 |
561.0 |
(9) |
90% |
76% |
|
120% |
|
142% |
|
|||
Braehead |
2015 |
341.9 |
(7) |
N/A |
N/A |
|
120% |
|
163% |
|
|||
Watford |
2015 |
258.0 |
(6) |
N/A |
N/A |
|
120% |
|
133% |
|
|||
Nottingham |
2016 |
300.0 |
(8) |
90% |
90% |
|
110% |
|
148% |
|
|||
Chapelfield |
2016 |
212.6 |
|
N/A |
N/A |
|
110% |
|
111% |
(8) |
|||
Uxbridge |
2016 |
162.0 |
|
85% |
83% |
|
120% |
|
150% |
|
|||
Bromley |
2016 |
139.7 |
|
85% |
82% |
|
120% |
|
120% |
|
|||
Covent Garden (11) |
2017 |
118.0 |
|
70% |
61% |
|
100% |
|
143% |
|
|||
Lakeside |
2017 |
525.0 |
(4) |
75% |
59% |
|
140% |
|
195% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
3,025.0 |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Financial covenants on joint ventures asset-specific debt |
|
|
|
|
|
||||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|||
|
|
outstanding at |
|
|
Loan to |
|
Interest |
|
Interest |
|
|||
|
|
31 January |
|
|
31 December |
|
|
|
|
|
|||
|
|
2010 |
(1) |
LTV |
2009 |
|
cover |
|
cover |
|
|||
|
Maturity |
£m |
|
covenant |
Market value |
(2) |
covenant |
|
actual |
(3) |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Empress State |
2013 |
78.2 |
(10) |
N/A |
N/A |
|
115% |
|
128% |
|
|||
GCP |
2013 |
112.5 |
(10) |
70% |
47% |
|
120% |
|
213% |
|
|||
Cardiff |
2014 |
37.2 |
(10) |
75% |
18% |
|
150% |
|
187% |
|
|||
Xscape |
2014 |
24.5 |
(10) |
85% |
93% |
(12) |
120% |
|
160% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
252.4 |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Financial covenants on corporate facilities at 31 December 2009 |
|
|
|
|
|
|
|||||||
|
|
|
|
Interest |
Interest |
|
|
|
|
|
|||
|
Net worth |
|
|
cover |
cover |
|
Borrowings/ |
|
|
|
|||
|
covenant* |
Actual |
|
covenant* |
Actual |
|
Net worth* |
|
Actual |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
£850m |
£1,782m |
|
120% |
136% |
|
110% |
|
11% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
* 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 the Arndale, Manchester and Cribbs Causeway, Bristol. |
|||||||||||||
The above facility was re-negotiated in February 2010 in connection with the proposed demerger. The new £248 million facility matures in June |
|||||||||||||
2013. The interest cover and borrowing/net worth covenants remain as stated above but the net worth covenant reduces to £600 million. |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
C&C Mortgage Debenture PLC at 31 December 2009 |
|
||||||||||||
|
|
|
|
Capital |
Capital |
|
Interest |
|
Interest |
|
|||
|
|
Loan |
|
cover |
cover |
|
cover |
|
cover |
|
|||
|
Maturity |
£m |
|
covenant |
actual |
|
covenant |
|
actual |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
2027 |
231.4 |
|
167% |
176% |
|
100% |
|
103% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
The debenture is currently secured on the Group's interests in The Potteries and Eldon Square, Newcastle.
Should the capital cover or interest cover test be breached C&C 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.
There are currently no financial covenant tests on $330 million (£204 million equivalent) of borrowings entered into by the Group's US subsidiary.
Notes
(1) The loan values are the actual principal balances outstanding at 31 January 2010, which take into account any principal repayments made in January 2010. The accounting/balance sheet value of the loans includes any unamortised fees.
(2) The Loan to 31 December 2009 Market Value provides an indication of the impact of the 31 December 2009 property valuations undertaken for inclusion in the 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 December 2009 and 31 January 2010. The calculations are loan specific and include a variety of historic, forecast and in certain instances a combined historic and forecast basis.
(4) Based on the new seven year £525 million loan facility that was completed in January 2010. The LTV covenant reduces to 70 per cent for the final two years of the facility.
(5) The EC&O Venues facility was amended in December 2009. This resulted in the number of financial covenants being reduced. The LTV covenant no longer applies and the interest cover covenant has been amended, including the covenant now being set at 110 per cent. A £65 million principal repayment was also made in December 2009.
(6) Includes the impact of the cancellation of £26.25 million CMBS notes on 27 July 2009 that were owned by a Group company.
(7) Includes the impact of the cancellation of £34 million CMBS notes on 25 January 2010 that were owned by a Group company.
(8) Includes principal prepayments or cash deposits made to ensure continued compliance with covenants.
(9) 100 per cent of the debt is shown which is consistent with accounting treatment, however the Group's economic interest is 60 per cent.
(10) 50 per cent of the debt is shown which is consistent with accounting treatment and the Group's economic interest.
(11) There are two separate loans on the Covent Garden properties.
(12) Discussions are ongoing with lenders, further details are included in the Financial Review in this document.
Dividends
The Directors of Liberty International PLC have proposed a final dividend per ordinary share (ISIN GB0006834344) of 11.5 pence (2008 - nil) to bring the total dividend per ordinary share for the year to 16.5 pence (2008 - 16.5 pence).
This dividend will be partly paid as a Property Income Distribution ("PID") with a gross value of 8.5 pence per share and partly paid as a non-PID with a value of 3.0 pence per share. The PID element will be subject to deduction of a 20 per cent withholding tax unless exemptions apply (please refer to the Special note below). The non-PID element will be treated as an ordinary UK company dividend.
The following are the salient dates for the payment of the proposed final dividend:
Thursday 6 May 2010
Sterling/Rand exchange rate struck
Friday 7 May 2010
Sterling/Rand exchange rate and dividend amount in SA currency announced.
Monday 17 May 2010
Ordinary shares listed ex-dividend on the JSE, Johannesburg
Wednesday 19 May 2010
Ordinary shares listed ex-dividend on the London Stock Exchange
Friday 21 May 2010
Record date for 2009 final dividend in London and Johannesburg
Wednesday 9 June 2010
Dividend payment day for shareholders
(Note: Payment to ADR holders will be made on 23 June 2010)
South African shareholders should note that, in accordance with the requirements of Strate, the last day to trade cum-dividend will be Friday 14 May 2010 and that no dematerialisation or rematerialisation of shares will be possible from Monday 17 May to Friday 21 May 2010 inclusive. No transfers between the UK and South African registers may take place from Thursday 6 May to Sunday 23 May 2010 inclusive.
PID Special note:
The following applies to the PID element only of the 2009 Final Dividend:
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 Liberty International website (www.liberty-international.co.uk), or on request to our UK registrars, Capita Registrars: Validly completed forms must be received by Capita Registrars no later than the Record Date, Friday 21 May 2010, 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. Refund application forms for all non-UK shareholders are available for download from the "Investors" section of the Liberty International website (www.liberty-international.co.uk), or on request to our SA registrars, Computershare, or HMRC. Refunds are not claimable from Liberty International, the South African Revenue Service or other national authorities, only from the UK's HMRC.
For South African shareholders, a helpline for questions relating to the withholding tax is available until 31 July 2010 on 0861 100 915 (+27 11 373 0056 if calling from outside South Africa). Calls from within South Africa are toll-free.
The above does not constitute advice and shareholders should seek their own professional guidance. Liberty International does not accept liability for any loss suffered arising from reliance on the above.
Chart 11 shows an analysis of CSC's top 10 properties. To view Chart 11, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
Chart 12 shows an analysis of Capital & Counties' key estates. To view Chart 12, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2704I_-2010-3-8.pdf
GLOSSARY
Adjusted earnings per share (EPS) |
Earnings per share adjusted to exclude non-recurring and valuation items and related tax. |
|
Adjusted, diluted net asset value per share (NAV) |
NAV per share adjusted to exclude the fair value of derivative instruments and related tax and deferred tax on capital allowances and |
revaluation gains and to include any unrecognised post tax surplus on trading properties. |
|
Annual property income |
The Group's share of passing rent plus the external valuers' estimate of annual excess turnover rent, additional rent in respect of |
unsettled rent reviews and sundry income such as that from car parks and mall commercialisation. |
|
Diluted figures |
Reported amounts adjusted to include the effects of potential shares issuable under convertible bonds and employee incentive |
arrangements. |
|
Earnings per share |
Profit after tax 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 by International Financial Reporting Standards regarding tenant lease |
incentives. |
|
Interest cover ratio (ICR) |
Net rental income less administration costs divided by the net finance cost excluding the change in fair value of derivatives and any |
exceptional finance costs. |
|
IPD |
Investment Property Databank Ltd, producer of an independent benchmark of property returns. |
|
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. |
|
Initial yield (EPRA) |
Annualised net rent (after deduction of revenue costs such as head rent, running void, service charge after shortfalls, empty rates and |
merchant association contribution) on investment properties expressed as a percentage of the gross market value before deduction of |
theoretical acquisition costs, consistent with EPRA's net initial yield. |
|
Initial yield to the Group |
Annualised net rent (as initial yield (EPRA)) on investment properties expressed as a percentage of the net market value, representing |
the yield that would be foregone by the Group were the asset to be sold. |
|
Like-for-like properties |
Investment properties which have been owned throughout both periods without significant capital expenditure in either period, so both |
income and capital 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. |
|
Loan-to-value (LTV) |
LTV is the ratio of attributable debt to the market value of an investment property. |
|
Net asset value (NAV) per share |
Net assets attributable to equity shareholders divided by the number of ordinary shares in issue at the period end. |
|
Net rental income |
The Group's share of net rents receivable as shown in the income statement, having taken due account of non-recoverable charges, |
bad debt provisions and adjustments to comply with International Financial Reporting Standards regarding tenant lease incentives. |
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 estimated rental values (ERV) but disregarding potential changes in market |
rents. |
|
Occupancy rate |
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 and treating units let to tenants in administration 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. |
|
Property Income Distribution (PID) |
A dividend by a REIT to its shareholders paid from tax-exempt profits of its UK property rental business. These are generally subject |
to UK withholding tax at the basic rate of income tax, although certain classes of shareholder may qualify to receive the dividend gross. |
The company can in addition make normal (non-PID) dividend payments which are not subject to UK withholding tax. |
|
Underlying profit before tax |
Profit before taxation after excluding amortisation of intangible assets and impairment charges, net valuation gains/losses (including |
profits/losses on disposals), net refinancing charges and swap close out costs. |
|
Real Estate Investment Trust (REIT) |
A listed property company which qualifies for and has elected into a tax regime which exempts qualifying UK property rental income |
and gains on investment property disposals from corporation tax. |
|
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 International Financial Reporting Standards the value of incentives granted to tenants is |
amortised through the income statement on a straight-line basis to the earliest lease termination date. |
|
Trading properties |
Properties held for trading purposes and shown as current assets in the balance sheet. |
|
Yield shift |
A movement (usually expressed in basis points) in the nominal equivalent yield of a property asset. |
Background on Liberty International
LIBERTY INTERNATIONAL PLC is the UK's third largest listed property company and a constituent of the FTSE-100 Index of the UK's leading listed companies. Liberty International converted into a UK Real Estate Investment Trust (REIT) on 1 January 2007.
Liberty International owns 100 per cent of Capital Shopping Centres ("CSC"), the premier UK regional shopping centre business, and of Capital & Counties, one of the UK's largest central London focused property investment and development companies.
At 31 December 2009, Liberty International owned £6.2 billion of properties of which UK regional shopping centres comprised 74 per cent and retail property in aggregate 89 per cent. Adjusted, diluted shareholders' funds amounted to £2.9 billion. Assets of the Group under control or joint control amounted to £8.4 billion at that date.
CAPITAL SHOPPING CENTRES has interests in 13 UK regional shopping centres amounting to 13.8 million sq.ft. in aggregate including 9 of the UK's top 30 regional shopping centres with a market value of £4.6 billion at 31 December 2009. CSC's largest centres are Lakeside, Thurrock; MetroCentre, Gateshead; Braehead, Renfrew, Glasgow; Manchester Arndale and St David's, Cardiff.
CAPITAL & COUNTIES held assets of £1.6 billion at 31 December 2009, £1.2 billion (3.5 million sq.ft.) located predominantly in west London and the West End and £0.3 billion (2.6 million sq. ft.) located in California, USA. Capital & Counties had £548 million invested in the Covent Garden area including the historic Covent Garden Market, and a further £242 million in London's West End, primarily through the Great Capital Partnership, a joint venture with Great Portland Estates plc. Capital & Counties owns the Earls Court and Olympia Group and 50 per cent of the Empress State building in Earls Court amounting to aggregate assets of £435 million.
|
---ENDS---
Related Shares:
INTU.L