22nd Apr 2026 07:00
21 April 2026
LEI: 213800I9IYIKKNRT3G50
abrdn European Logistics Income plc
FULL YEAR RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
Realising assets in the Company's portfolio in an orderly manner
abrdn European Logistics Income plc ("ASLI" or the "Company"), the Continental European investor in modern warehouses, which is managed by Aberdeen, announces its full year results for the year to 31 December 2025.
For further information please contact:
Aberdeen Investments +44 (0) 20 7156 2382
Ben Heatley
Investec Bank plc +44 (0) 20 7597 4000
David Yovichic
Denis Flanagan
FTI Consulting +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Highlights as at 31 December 2025
2025 | 2024 | |
IFRS net asset value (€'000) | 138,260 | 374,108 |
Net asset value per share (¢)1 | 33.5 | 90.8 |
Ordinary dividend paid per share (¢) | 4.03 | 3.36 |
Net asset value total return (EUR) (%)1 | (11.2%) | 0.9% |
Share price total return (GBP)(%) 1 | 24.2% | 0.1% |
Discount to net asset value per share (%)1 | (9.2%) | (21.9%) |
Ongoing charge ratio (%)1 | 1.8% | 1.5% |
Gearing1 | 27.6% | 37.0% |
1 Alternative performance measurements
Overview
Chairman's Statement
I am pleased to present the Company's annual report for the year ended 31 December 2025.
My fellow Directors and I greatly appreciate the continued support we have received from Shareholders over the year. The Board has remained committed to the managed wind-down, with the objective of realising all portfolio assets, repaying borrowings and returning capital to Shareholders in a timely manner, while seeking to achieve the best available value on each disposal.
The asset disposal programme is now well advanced. To date, 25 of the original 27 assets have now been sold, generating aggregate gross sales proceeds of over €507 million before the repayment of associated debt.
Of the two remaining assets, one is currently under offer, subject to detailed due diligence and the anticipated signing of sales agreements. Completion is currently expected in early Q2 2026.
One asset remains to be sold and the Manager continues to pursue a disposal. Although the process had been advancing, progress has been slower in recent weeks as heightened geopolitical uncertainty, including the situation involving Iran, together with wider macroeconomic concerns, has affected buyer confidence and transaction timetables for larger asset purchases.
Over the course of 2025, the Company made four capital distributions to Shareholders through the Shareholder-approved B share Scheme, returning an aggregate 39 pence per Ordinary Share, equivalent to approximately £160.75 million.
Overall, when taking into account the assets sold to date, achieved pricing and the pace of capital return, the Board is satisfied with progress thus far and current indications suggest the wind-down should be completed broadly in line with its original value expectations.
On 12 January 2026 the Company announced that it had received a requisition request from DL Invest Group ISR SARL ("DL Invest"), the Company's largest Shareholder, requiring the Directors to convene a general meeting of the Company. Following the requisitioned general meeting, which was held on Friday 20 February 2026, the Board announced that neither of the resolutions proposed by DL Invest had been passed. Excluding the votes cast by DL Invest in favour of its own resolutions to change the Company's managed wind-down investment objective and policy and to replace the Manager, only a further 0.9% of the votes cast were in favour.
Portfolio Sales Review
During the year, the Company made substantial progress with its disposal programme and completed the sale of the following assets:
· Two multi-let warehouses located in Flörsheim and Erlensee, Germany, for aggregate consideration of approximately €66.5 million;
· The Gavilanes, Madrid portfolio, together with two further Spanish assets, for a net consideration of approximately €176 million;
· Three Dutch warehouses for consideration of approximately €62 million;
· Three multi-let warehouse estates located in Krakow, Lodz and Warsaw, Poland, for aggregate consideration of approximately €84 million; and
· Two French warehouses to tenant Dachser France for aggregate consideration of approximately €15.6 million.
Since the year end, the Company has completed the following additional sales:
· The asset located in Gevrey, Dijon, for consideration of approximately €7.9 million;
· The warehouse in Waddinxveen, the Netherlands, for consideration of €35 million; and
· The warehouse located in Noves, near Avignon, for consideration of €47.5 million.
Further details of these asset sales are set out in the Investment Manager's review.
B Share Scheme (the 'Scheme')
During the year, the Board used the Shareholder-approved B Share Scheme to return capital to Shareholders following asset sales.
B Shares of one penny each were issued to all Shareholders by way of a bonus issue and immediately redeemed, equivalent to 4.0, 12.0, 13.0 and 10.0 pence per Ordinary Share and paid respectively on 20 March, 13 August, 30 September and 30 December 2025.
Following these four returns of capital, Shareholders had received an aggregate 39.0 pence per Ordinary Share by the end of the year, with the Company returning a total of £160.75 million.
Shareholders are reminded that no share certificates have been issued in respect of the B Share Scheme. B Shares have been issued and redeemed by the Company's registrar, Equiniti, with each redemption undertaken shortly after issue. In accordance with their terms, all B Shares in issue were compulsorily redeemed and cancelled for an amount equal to the nominal value of one penny paid up on each B Share.
Results
The audited Net Asset Value ("NAV") per Ordinary Share as at 31 December 2025 was 33.5 euro cents (GBp: 29.3p). Allowing for the estimated costs of the realisation of the portfolio, including broker and transaction fees, the NAV per Ordinary Share was 32.6 euro cents (GBp: 28.4p). As noted in previous statements, further latent CGT, currently estimated to be up to 1.2p per Ordinary Share, may be incurred depending on the structure and pricing of the remaining disposals.
Including the interim dividends declared during the year, the NAV total return, excluding realisation costs, was -11.2% in euro terms and -6.3% in sterling terms. The closing Ordinary Share price at 31 December 2025 was 26.6p (31 December 2024: 58.8p), representing a discount to NAV per Share (excluding realisation costs) of 9.2%.
Dividend
In aggregate, distributions of 3.06 euro cents per Ordinary Share were paid in respect of the 2025 financial year (2024: 3.36 euro cents). The equivalent sterling amount paid was 2.63 pence per Ordinary Share. Three interim distributions of 1.06 euro cents, 1.00 euro cents and 1.00 euro cents per Ordinary Share (equivalent to 0.89 pence, 0.86 pence and 0.88 pence respectively) were declared during the year and paid on 30 June 2025, 29 September 2025 and 30 December 2025.
As the disposal programme has progressed, the day-to-day operating costs of the Company and its SPVs are increasingly being met from capital, with such costs reflected in the NAV as they are incurred. The Board continues to keep these costs under close review.
Financing
At the year end, the Company's fixed rate debt facilities totalled €58.2 million (31 December 2024: €235.7 million), with an average all-in interest rate of 2.51%. The loan-to-value (LTV) was 27.6%.
The Berlin Hyp loan of €34.3 million, which had originally been due to expire in June 2025, was extended for a further year to 6 June 2026, with no early repayment charges applicable in the event assets were sold before that date. Following the extension, the loan moved to a three-month floating rate basis and the all-in interest rate, including the bank margin, increased from 1.35% to 3.30%.
Following the sale of Waddinxveen in March 2026, this loan was repaid in full. The only remaining fixed debt facility is that secured against the Den Hoorn property, in the amount of €23.9 million, with an all-in interest rate of 1.38%. This facility expires on 14 January 2028.
During the managed wind-down, the level of gearing will fluctuate as assets are sold and debt is repaid in the most efficient manner possible. The maximum LTV permitted under the Company's prospectus is 50%. Banking covenants are reviewed by the Investment Manager and the Board on a regular basis.
Annual General Meeting
The Company's Annual General Meeting will be held in London on 1 June 2026 at the offices of Aberdeen Group plc at 18 Bishops Square, London E1 6EG at 11:00 a.m. The formal Notice of AGM may be found on page 135 of the published Annual Report and financial statements for the year ended 31 December 2025.
In addition to the usual resolutions, in order to continue to assist with the process of distributing net disposal proceeds to Shareholders, the Company is proposing to cancel the amount standing to the credit of the Capital Redemption Reserve of the Company. Resolution 11, which is being proposed as a Special Resolution, requires to be passed by a minimum of 75% of the votes cast by Shareholders entitled to vote. This resolution seeks the approval of Shareholders for the cancellation of the Company's current Capital Redemption Reserve and following Court approval the setting up of a further special reserve for the distribution of capital.
I would urge all Shareholders to support all resolutions being put to the AGM and in particular Resolution 11 which will allow for returns of capital following further sales.
Outlook
While the Board remains satisfied with the progress of the managed wind-down to date, the timing of the sale of the remaining asset not already subject to a signed sale agreement may be impacted by current global market conditions and wider geopolitical uncertainty.
The Board and the Investment Manager continue to balance the objective of achieving the best available value on disposal against the ongoing operating costs of the Company, while maintaining a clear focus on returning capital to Shareholders. The Board remains hopeful of completing the final sale and being in a position to place the Company into liquidation in the second half of this year. However, heightened levels of risk are expected to persist, driven by prolonged trade tensions, weaker consumer sentiment and geopolitical uncertainty, including the situation involving Iran, all of which may weigh on export-led logistics demand and wider market activity.
The Board and its advisers also continue to engage with DL Invest regarding its interest in taking over the management of the Company. The Board will consider any fully developed and appropriately costed proposal only where it believes there is a clear benefit for Shareholders as a whole and where such proposal does not prejudice or delay the final stages of the managed wind-down or the return of capital to Shareholders.
Tony Roper
Chairman
21 April 2026
Strategic Report
Overview of Strategy
The Company
The Company, whose shares are admitted to the Official List of the Financial Conduct Authority and to trading on the main market of London Stock Exchange plc, is a UK investment trust. The Company was incorporated in England and Wales on 25 October 2017 with registered number 11032222 and launched on 15 December 2017.
Investment Objective
At a General Meeting of the Company held on 23 July 2024 Shareholders approved a revised investment objective and investment policy. The revised investment objective is to realise all existing assets in the Company's portfolio in an orderly manner.
Investment Policy (With effect from 23 July 2024)
The Company has pursued its investment objective by effecting an orderly realisation of its assets while seeking to balance maximising returns for Shareholders against the timeframe for disposal. The Company has ceased to make any new commercial real estate acquisitions. Capital expenditure is permitted where it is deemed necessary or desirable by the Board in connection with the realisation, primarily where such expenditure is necessary to protect or enhance an asset's realisable value.
Diversification of Risk
The net proceeds from realisations is being used to repay borrowings and make timely returns of capital to Shareholders (net of provisions for the Company's costs and expenses) in such manner as the Board considers appropriate.
Any cash received by the Company as part of the realisation process is being held by the Company as cash on deposit and/or in liquid cash equivalents securities (including direct investment in UK treasuries and/or gilts, funds holding such investments, money market or cash funds and/or short-dated corporate bonds or funds that invest in such bonds) pending its return to Shareholders.
Borrowings and gearing
The Company has not taken any new borrowings during the year and it is not anticipated to take on any new borrowings during the remaining period of the managed wind-down.
The Company's net gearing, calculated as total borrowings less cash/cash equivalents (including money market funds) as a percentage of the Company's gross assets, will not exceed 50%. In the event net gearing exceeds 50%, the Board will look to rectify this position as soon as practicable.
Any material change to the Company's investment policy set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting and the approval of the Financial Conduct Authority. Non-material changes to the investment policy may be approved by the Board.
Comparative Index
The Company does not have a benchmark.
Duration
The Company is in managed wind-down. Refer to the Chairman's Statement for further details and the circular dated 5 July 2024 issued by the Company.
Key Performance Indicators (KPIs)
The Board uses a number of financial performance measures to assess the Company's success in achieving its objective and to determine the progress of the Company in pursuing its Investment Policy.
Following the progress made with the managed wind-down during the year, EPRA performance measures are no longer appropriate indicators of performance, given the Company's current focus on asset realisation and capital returns rather than ongoing property investment and portfolio growth. As a result, EPRA measures are no longer disclosed and are not considered Alternative Performance Measures for the purposes of the Company's ongoing reporting.
The main KPIs identified by the Board in relation to the Company, which are considered at each Board meeting, are as follows:
KPI | Description |
Portfolio realisation | The Board monitors the rate of portfolio realisation and balances the requirement to return cash to Shareholders with the aim of achieving best value for Shareholders. Refer to Chairman's Statement and Investment Manager's Review for further information on asset sales.
|
Net asset value total return (EUR) 1 | The Board considers the NAV total return to be the best indicator of performance over time and is therefore the main indicator of performance used by the Board. Performance for the year and since inception is set out on page 17 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
|
Share price total return (GBP) 1 | The Board also monitors the price at which the Company's shares trade on a total return basis over time. A graph showing the share price performance is shown on page 41 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
|
Premium/ (Discount)1
| The premium/(discount) relative to the NAV per share represented by the share price is monitored by the Board. Calculation of discount to NAV is shown in the Glossary in the published Annual Report and Financial Statements for the year ended 31 December 2025.
|
Ongoing charges ratio ("OCR")1
| The OCR is the ratio of expenses as a percentage of average daily shareholders' funds calculated in accordance with the industry standard. As asset sales progress and funds are returned to Shareholders, ongoing operational expenses will become a larger percentage of net assets. The Board carefully reviews all ongoing costs to ensure best value can be attained for Shareholders. The Company's OCR is disclosed in the Glossary in the published Annual Report and Financial Statements for the year ended 31 December 2025.
|
Liquidation net asset value (NAV)1 | Following the announcement of the managed wind-down, the Company also prepares a net asset value on a liquidation basis that includes deduction of the estimated costs associated with liquidation of the properties and companies. In addition to IFRS net asset value, the board monitors net asset value on a liquidation basis. The Company's Liquidation NAV is disclosed in the Glossary in the published Annual Report and Financial Statements for the year ended 31 December 2025.
|
1 Alternative performance measures - see glossary in the published Annual Report and Financial Statements for the year ended 31 December 2025.
Under the terms of the Management Agreement, the Company has appointed abrdn Fund Managers Limited as the Company's alternative investment fund manager ("AIFM") for the purposes of the AIFM Rules. The AIFM has delegated portfolio management to the Danish Branch of abrdn Investments Ireland Limited which acts as Investment Manager.
Pursuant to the terms of the Management Agreement, the AIFM is responsible for portfolio and risk management on behalf of the Company and will carry out the ongoing oversight functions and supervision and ensure compliance with the applicable requirements of the AIFM Rules. The AIFM and the Investment Manager are both legally and operationally independent of the Company.
Dividend Policy
Subject to compliance with all legal requirements the Company paid interim dividends on a quarterly basis in 2025. As the portfolio asset disposal programme has progressed, the income generated by the Company has fallen significantly. As a result, the Company's ability to maintain the previous levels and frequency of distributions has decreased. Ad hoc distributions may be required to ensure that the Company's investment trust status is maintained through the wind-down process and distributions may also be used to facilitate the return of disposal proceeds to Shareholders.
The Company declares dividends in Euros, but shareholders will receive dividend payments in Sterling Distributions made by the Company may take the form of either dividend income or ''qualifying interest income'' which may be designated as interest distributions for UK tax purposes.
Principal Risks and Uncertainties
Principal Risks and Uncertainties There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial condition, performance and prospects. The Board has carried out a robust assessment of the principal risks as set out below, ordered by category of risk, together with a description of the mitigating actions taken by the Board. The Board confirms that it has a process in place for regularly reviewing emerging risks that may affect the Company in the future whilst recognising that the ultimate aim is to sell all of the Company's assets and seek shareholder approval to appoint a liquidator in due course. The Board collectively discusses with the Investment Manager areas where there may be emerging risk themes and maintains a register of these. Such risks may include, but are not limited to, future pandemics, the increasing developments in AI, cybercrime, and longer-term climate change. In the event that an emerging risk has gained significant weight or importance, that risk is categorised and added to the Company's risk register and is monitored accordingly
The Board continues to be very mindful of the ongoing military offensive against Iran. This geopolitical event has caused global market disruption, with heightened uncertainty surrounding the potential short and medium-term implications for investment markets. The conflict did not impact real estate valuations as at 31 December 2025, being the financial year-end for the Group. However, the outlook for markets remains volatile and continues to be monitored. The indicators below show how the Board's views on the stated risks have evolved over the last year. In particular, with the Shareholder approved managed wind-down nearing completion, Health and Safety risk (Investment and Asset Management) and Gearing risk (Financial) are no longer considered to be principal risks whilst tax status risk (Compliance) and Influence of a major shareholder risk (Shareholder) have been added as new principal risks.
Description | Mitigating Action | Increasing/ Decreasing/ Stable Risk | ||
Strategic Risk: Strategic Objectives and Performance - The Company's revised strategic objective and performance, both absolute and relative, become unattractive to investors leading to a widening of the discount, potential hostile shareholder actions and the Board fails to adapt the strategy and/or respond to investor demand. Lack of buying interest for assets, lengthy sales processes and mismatched debt repayments may all impact shareholder value.
| The Company's strategy and objectives are regularly reviewed by the Board to ensure they remain appropriate and effective. The Board undertook a full strategic review, advised by Investec, and consulted larger shareholders before concluding that a managed wind-down was in the best interests of shareholders as a whole. Shareholders approved a change in the investment objective on 23 July 2024. In addition: - The Board meets regularly with the Manager to receive updates on the sales process, valuations and preparedness of assets for sale. - The Board receives regular presentations on the economy and also the property market to identify structural shifts and threats. - There is regular contact with shareholders both through the Manager and the broker with additional direct meetings undertaken by the Chairman and other Directors. - Board reports are prepared by the Manager detailing performance, NAV return and detailed analysis of the sales programme including timelines for expected sales and return of cash to shareholders. - Cash flow projections are prepared by the Manager and reviewed quarterly by the Board. - The Manager maintains regular dialogue with lending banks and has extended/ repaid loans where necessary. - The Board has sought and received advice from tax advisers pertaining to the maintenance of Investment Trust status through the managed wind-down. - Shareholder/market reaction to Company announcements is monitored.
|
Increasing
| ||
Shareholder Risk: Influence of a major shareholder - The Company's largest shareholder owns c.17.9% of voting shares. With certain Company resolutions, including to place the affairs of the Company in the hands of a liquidator or cancelling certain capital reserves, requiring special resolutions to be passed by shareholders, a large shareholder could block such resolution/s being passed if shareholder turnout was sufficiently low.
| - On 20 February 2026 shareholders voted against the resolutions proposed by the Company's largest shareholder at a requisitioned general meeting to change the Company's current managed wind-down investment objective and to change the Manager. - Shareholders have expressed a desire that the managed wind-down is completed and capital returned. - Outside the Company's largest shareholder, no other large shareholder has expressed an intention to support a change to the Company's investment objective. - Company broker provides regular feedback. - Chairman is available for one-to-one meetings with all shareholders. - Aberdeen Investor Relations provides close and regular contact with investors.
| Increasing
| ||
Investment and Asset Management Risk: Investment Strategy - Poorly judged asset management initiatives, length of time taken to complete remaining disposals leading to reduced capital returns to shareholders | - Aberdeen has real estate research and strategy teams which provide performance forecasts for different sectors and regions. - There is a team of experienced portfolio managers who have detailed knowledge of the markets in which they operate. - Aberdeen has a detailed investment process for disposals that is required to be signed off internally before the Board reviews any final decision. - The Board is very experienced with Directors having a good knowledge of property markets. - The Board keeps costs under review with contracts terminated/negotiated to reduce fees and manage costs appropriately. | Increasing
| ||
Financial Risks: Macroeconomic/ Geopolitical - Macroeconomic changes (e.g. levels of GDP, employment, inflation, interest rate and FX movements), political changes (e.g. new legislation) or structural changes (e.g. new technology or demographics) negatively impact commercial property values and the underlying businesses of tenants (market risk and credit risk). Impact on demand for assets during the US/ Iranian conflict and effect on timing of managed wind-down plans.
| - The Manager's research teams take into account macroeconomic conditions when collating forecasts. This research is fed into Investment Manager decisions regarding remaining disposals. - Rigorous portfolio reviews are undertaken by the Manager and presented to the Board on a regular basis.
| Increasing
| ||
Financial Risks: Credit Risk - Credit Risk - the risk that the tenant/counterparty will be unable or unwilling to meet a commitment entered into with the Group: failure of a tenant to pay rent or failure of a deposit taker, or a current exchange rate swap counterparty. At the date of this report only two assets remained unsold with 25 of the original 27 assets sold.
| - The property portfolio has significantly reduced and the financial performance of remaining tenants continues to be monitored during their lease. - Rent collection from tenants is closely monitored so that early warning signs might be detected. - Deposits are spread across various approved banks and AAA rated liquidity funds.
| Decreasing
| ||
Financial Risks: Insufficient Income Generation - Lower than anticipated income generation due to significant reduction in income during the managed wind-down resulting in ongoing operational costs being met from capital, thus reducing the capital returns available to shareholders.
| - Financial projections are reviewed by the Board at regular board meetings. Costs are closely monitored and dividends are paid only to maintain investment trust status.
| Increasing
| ||
Operational Risks: Service Providers - Poor performance/inadequate procedures at service providers leads to error, fraud, non-compliance with contractual agreements and/or with relevant legislation or the production of inaccurate or insufficient information for the Company (NAV, Board Reports, Regulatory Reporting) or loss of regulatory authorisation. Key service providers include the AIFM, Company Secretary, the Depositary, the Custodian, the managing agents, lending banks, the Company's Auditor and the Company's registrar.
| - There is an experienced Investment Manager and Asset Management Team and the IMA has been revised to include key person risk wording. - The Company has engaged an experienced registrar: Equiniti is a reputable worldwide organisation. - All service providers have a strong control culture that is regularly monitored. - The Manager aims to meet all service providers once a year and the Management Engagement Committee reviews all major service providers annually. - The Company has the ability to terminate contracts.
| Stable | ||
Operational Risks: Business continuity - Business continuity risk to any of the Company's service providers or properties, following a catastrophic event e.g. pandemic, terrorist attack, cyber-attack, power disruptions or civil unrest, leading to disruption of service, loss of data etc.
| - The Manager has a detailed business continuity plan in place with a separate alternative working office if required and the ability for the majority of its workforce to work from home. - The Manager has a dedicated Chief Information Security Officer who leads the Chief Information Security Office covering the following functions: Security Operations & Delivery, Security Strategy, Architecture & Engineering, Data Governance & Privacy, Business Resilience, Governance & Risk, Security & IT. - Properties within the portfolio are all insured. - The IT environment of service providers is reviewed as part of the initial appointment and on an ongoing basis.
| Stable | ||
Compliance Risk: Tax status - Investment trust status could be impacted as the managed wind-down progresses if shareholders did not support proposed resolutions resulting in taxation penalties.
| - The Company uses experienced tax advisers and has sought additional external advice on investment trusts status through the managed wind-down - Aberdeen in-house tax team is experienced and highly involved with the Company's tax affairs. - The Board maintains close contact with all major shareholders either directly or through the Company broker.
| Increasing
|
Promoting the Company
The Board recognises the importance of maintaining shareholder awareness of the Company during its managed wind-down. The Board believes an effective way to achieve this is through continued subscription to, and participation in, the promotional programme run by Aberdeen on behalf of a number of investment trusts under its management, albeit at a lower, renegotiated rate to reflect the changes following the decision to implement the managed wind-down of the portfolio. This rate remains under review as assets are sold and costs are regularly considered by the Board. The Company's financial contribution to the programme is matched by Aberdeen. Aberdeen's marketing team reports quarterly to the Board giving analysis of activities as well as updates on the shareholder register and any changes in the make-up of that register.
The purpose of the programme in its reduced form is to communicate effectively with existing investors and provide updates as the managed wind-down progresses.
Board Diversity
The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow the Board to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members. The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors. The Board will continue to ensure that any future appointments are made on the basis of merit against the specification prepared for each appointment and, therefore, the Company does not consider it appropriate to set diversity targets. At 31 December 2025, there were two male Directors and one female Director on the Board. The decision to wind-down the portfolio which will lead to the liquidation of the Company and the Board's decision not to appoint any further Directors in this relatively short time period, means that the Company does not comply with the listing rule requirements relating to diversity.
Sustainable and Responsible Investment
Policy and Approach
Further details on Aberdeen's Sustainable and Responsible Investment Policy and Approach for Direct Real Estate are available at aberdeeninvestments.com.
Environmental, Social and Human Rights Issues
The Company has no employees as the Board has delegated day to day management and administrative functions to abrdn Fund Managers Limited. There are therefore no disclosures to be made in respect of employees. The Company's socially responsible investment policy is outlined in the Investment Manager's Review.
Due to the nature of the Company's business, being a Company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 ("MSA"). The Company is not required to make a slavery and human trafficking statement. The Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter. A copy of the Investment Manager's statement on compliance with the Modern Slavery Act is available for download at aberdeeninvestments.com
The bulk of emissions relating to properties owned by the Company are the responsibility of the tenants and any emissions relating to the Company's registered office are the responsibility of Aberdeen Group plc.
The Company has no direct greenhouse gas emissions to report from the operations of its business, although it is responsible for low emissions generated at certain properties within its portfolio reportable under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013, see page 117 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
Viability Statement
On 24 June 2024, Shareholders voted against the continuation of the Company and, on 23 July 2024, approved a change in investment objective and investment policy allowing the Company to proceed with a managed wind-down and an orderly realisation of assets, returning capital to Shareholders. Further, following the general meeting requisitioned by DL Invest Group ISR SARL ("DL Invest") which was held on Friday 20 February 2026, the Company announced that neither of the resolutions proposed by DL Invest to change the Company's managed wind-down investment objective and policy and to replace the Manager had passed. The Company is therefore preparing its financial statements on a basis other than going concern.
The Company is in managed wind-down but the Board formally considers risks and strategy at least annually. For the purposes of this viability statement the Board has decided that a period of three years is an appropriate period over which to report, although the Board currently expects to have completed the wind-down of the portfolio and put forward proposals for the appointment of a liquidator by no later than the end of 2026.
In assessing the viability of the Company over the review period the Directors have conducted a robust review of the principal risks focusing upon the following factors:
· The ongoing portfolio sales process;
· The principal risks detailed in the Strategic Report;
· The demand for the Company's shares evidenced by the historical level of premium or discount;
· The level of income generated by the Company and the stability of tenants;
· The level of gearing including the requirement to meet lending covenants, negotiate new facilities and repay or refinance existing facilities; and
· The flexibility of the Company's remaining bank facilities for any extension of maturity dates and repayment of these facilities as they fall due.
The Company has modelled severe but plausible downside scenarios for the execution of the managed wind-down proposal, considering different market conditions and risks associated with the repayment of debt. The Directors receive regular updates from the Investment Manager on the execution of the managed wind-down plan outlining the timings for expected disposal proceeds to be received which are reviewed in conjunction with the debt maturity profile. Throughout the year the Investment Manager has engaged with the Company's partner banks in order to mitigate the risk of debt repayments as they fall due. Subsequent to the year end, following the repayment of all bar one of the underlying loan facilities, this risk has reduced significantly.
Accordingly, considering the Company's current position and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due to enable the realisation of the assets in the Company's portfolio in an orderly manner. In making this assessment, the Board has considered that matters such as significant economic uncertainty, stock market volatility and changes in investor sentiment could have an impact on its assessment of the Company's prospects and viability in the future.
The Directors have considered the Company's income and expenditure projections and believe that they meet the Company's funding requirements.
s172 Statement
The Board is required to describe to the Company's Shareholders how the Directors have discharged their duties and responsibilities over the course of the financial year under section 172 (1) of the Companies Act 2006 (the "s172 Statement"). This s172 Statement requires the Directors to explain how they have promoted the success of the Company for the benefit of its members as a whole, taking into account the likely long-term consequences of decisions, the need to foster relationships with all stakeholders and the impact of the Company's operations on the environment.
The Board's philosophy is that the Company should operate in a transparent culture where all parties are treated with respect and provided with the opportunity to offer practical challenge and participate in positive debate which is focused on the aim of achieving the expectations of Shareholders and other stakeholders alike. The Company does not have any employees. However, the Board reviews the culture and manner in which the Investment Manager operates at its regular meetings and receives regular reporting and feedback from the other key service providers.
The Company's Board of Directors sets the investment objective and policy as published in the most recent prospectus, monitors the performance of all service providers and is responsible for reviewing strategy on a regular basis.
Key Stakeholders
A key stakeholder and service provider for the Company is the Alternative Investment Fund Manager (the "Investment Manager") and this relationship is reviewed at each Board meeting and relationships with other service providers are reviewed at least annually.
Shareholders are seen as key stakeholders in the Company. The Board seeks to meet at least annually with shareholders at the Annual General Meeting. This is seen as a very useful opportunity to understand the needs and views of the shareholders. In between AGMs the Directors and Investment Manager also offer programmes of investor meetings with larger institutional, private wealth and other shareholders to ensure that the Company is meeting their needs. Such regular meetings may take the form of joint meetings or solely with a Director where any matters of concern may be raised directly. The Chairman and other Directors are available to meet and speak with Shareholders throughout the managed wind-down process.
The European partner lending banks are also key stakeholders. The Company leverages off the Investment Manager's key relationships with a wide range of lending banks and the Investment Manager has regular contact with these banks updating them on the portfolio and valuations and progress towards completing the managed wind-down of the portfolio.
The other key stakeholder group is that of the underlying tenants that occupy space in the properties that the Company owns. Historically, the Board has conducted an annual site visit with the aim of meeting tenants locally and discussing their businesses and needs and assessing where improvements may be made or expectations managed. The Investment Manager's asset managers are tasked with conducting meetings with building managers and tenant representatives in order to ensure the smooth running of the day-to-day management of the properties. The Board receives reports on the tenants' activities at its regular Board meetings.
The Board via the Management Engagement Committee also ensures that the views of its service providers are heard and at least annually reviews these relationships in detail. The aim is to ensure that contractual arrangements remain in line with best practice, services being offered meet the requirements and needs of the Company and performance is in line with the expectations of the Board, Manager, Investment Manager and other relevant stakeholders. Reviews will include those of the Company depositary, custodian, share registrar, broker, legal adviser and lenders.
The Investment Manager's Report details the key investment decisions taken during the year and subsequently. The Investment Manager has managed the Company's assets in accordance with the revised investment objective provided by shareholders at the General Meeting held in July 2024, under the oversight of the Board. The Company is aiming to maintain gearing or around 35% during the liquidation process and the level at the year-end was 27.6%. Aberdeen's dedicated treasury team has negotiated the debt facilities at competitive market rates.
The Board will continue to monitor, evaluate and seek to improve these processes as the Company winds down, to ensure that the liquidation process is delivered to shareholders and other stakeholders in line with their expectations.
Future
The Board's view on the portfolio sale process can be found in my Chairman's Statement whilst the Investment Manager's views on the outlook for the remaining assets in the portfolio are included in the Investment Manager's Review.
Tony Roper
Chairman
21 April 2026
Results
Financial Highlights
31 December 2025 | 31 December 2024 | |
Total assets (€'000) | 235,433 | 661,197 |
Total equity shareholders' funds (net assets) (€'000) | 138,260 | 374,108 |
Net asset value per share (cents) 1 | 33.5 | 90.8 |
Net asset value per share (pence) 1 | 29.3 | 75.3 |
Share price - (mid market) (pence) | 26.6 | 58.8 |
Market capitalisation (£'000) | 109,638 | 242,359 |
Share price discount to sterling net asset value (%)1 | (9.2) | (21.9) |
Dividends and earnings | ||
Net asset value total return per share (EUR) (%)1 | (11.2) | 0.9 |
Dividends paid per share | 4.03c (3.44p) | 3.36c (2.85p) |
Revenue reserves (€'000) | 32,258 | 29,026 |
Profit / (loss) (€'000) | (33,263) | 3,030 |
Operating costs | ||
Ongoing charges ratio (excluding property costs) (%)1 | 1.8 | 1.5 |
Ongoing charges ratio (including property costs) (%) | 3.6 | 2.0 |
1 Considered to be an Alternative performance measure (see Glossary in the published Annual Report and Financial Statements for the year ended 31 December 2025 for more information)
Performance
Year ended 31 December 2025 % | Year ended 31 December 2024 % |
Since Launch % | |
Share price total return (GBP) | 24.2 | 0.1 | 1.76 |
Net asset value total return (EUR) | (11.2) | 0.9 | (4.0) |
Dividends declared in respect of the Financial Year to 31 December 2025
Dividend GBP pence | Dividend Euro cents equivalent1 |
Qualifying interest GBP pence | Qualifying interest Euro cents equivalent |
ex-dividend date |
Record date |
Pay date | |
First interim | 0.71 | 0.85 | 0.18 | 0.21 | 29/05/2025 | 30/05/2025 | 30/06/2025 |
Second interim | 0.35 | 0.41 | 0.51 | 0.59 | 28/08/2025 | 29/08/2025 | 29/09/2025 |
Third interim | 0.36 | 0.41 | 0.52 | 0.59 | 27/11/2025 | 28/11/2025 | 30/12/2025 |
Total | 1.42 | 1.67 | 1.21 | 1.39 |
1 The interim distributions are paid in GBP to shareholders on the register. However, over the year shareholders have been able to make an election to receive distributions in euros.
B Share Capitalisation Issues in respect of the Financial Year to 31 December 2025
B Share Distribution Number | B SharesRatio to Ordinary shares | Pence per B Share | Funds Returned (£m) | ex-date | Record date | Redemption date | Pay date |
1 | 4 for 1 | 4.0 | 16.49 | 05/03/2025 | 06/03/2025 | 07/03/2025 | 20/03/2025 |
2 | 12 for 1 | 12.0 | 49.46 | 29/07/2025 | 30/07/2025 | 31/07/2025 | 13/08/2025 |
3 | 13 for 1 | 13.0 | 53.58 | 15/09/2025 | 16/09/2025 | 17/09/2025 | 30/09/2025 |
4 | 10 for 1 | 10.0 | 41.22 | 15/12/2025 | 16/12/2025 | 17/12/2025 | 30/12/2025 |
Total | 39.0 | 160.75 |
Strategic Report
Investment Manager's Review
I am pleased to present a review of the 2025 financial year for the Company together with market commentary as we continue to implement the managed wind-down.
Managed wind-down and asset management update
In July 2024, Shareholders voted in favour of the revised investment policy, formally approving the implementation of a managed wind-down.
Our main objective in 2025 has been focused on realising all existing assets in the Company's portfolio in an orderly manner. However, the sales strategy has remained tightly integrated with leasing and asset management initiatives, ensuring income streams were secured, liquidity enhanced and individual asset values optimised for disposal.
Against this backdrop, property expenses were higher than in prior periods despite the Company's managed wind-down. This was driven by targeted property initiatives implemented to prepare assets for disposal and improve their marketability, as well as the conclusion of certain property related matters as part of the wind down process. The Investment Manager believes these costs are appropriate in the context of maximising realised disposal values.
Our local teams on the ground are crucial in managing our diverse portfolio and supporting the execution of the managed wind-down. With highly experienced asset management and transactions teams around Europe, we are well-equipped and have engaged directly with occupiers, market participants and local brokers alike to ensure that best value can be achieved though the managed wind-down.
As at 31 December 2025, 5 assets out of 27 were remaining. The Netherlands represented the largest geographic exposure in the portfolio by value (66.0%), France representing the remaining assets (34.0%). Following 3 sales completed post the period end (2 assets sold in France and 1 in the Netherlands), the Company no longer has exposure to France, Spain, Poland and Germany at the time of writing the paper.
Foregoing sales and leasing activity
Since the start of the managed wind-down the Company has disposed of 25 assets of which 21 were sold during the year under review. Over the year, intensive leasing activities across the four countries materially enhanced the value and liquidity of the assets, underpinning buyer demand, supporting pricing and facilitating orderly disposals.
In January 2025, the Company completed the sale of a portfolio of 2 assets located in Madrid and Barcelona, Spain to an institutional buyer for a total price of €29.7 million.
In July, the Company completed the sale of its two multi-let warehouses located in Flörsheim and Erlensee, Germany for an aggregate property value of approximately €66.5 million on a share deal basis to an institutional investor, representing a c.10% premium to the Q1 2025 valuation.
The Company also concluded the sale of two further warehouses across two separate deals, located in Horst and s'Heerenberg, the Netherlands, for an aggregate property value of €34.7 million to, respectively, an institutional investor and a logistics investor, representing a c.3.0% discount to the Q1 2025 valuation.
In Madrid Gavilanes unit 3C in Spain, a lease with MCR was completed on a 7-year term. The unit is fully let. This allowed the Company to complete the sale of the portfolio of nine assets in Gavilanes, Madrid at the end of July to an international logistics investor. The transaction was structured as a corporate disposal, involving the sale of the Spanish subsidiaries that hold the underlying property assets, for a net consideration of approximately €146 million. Following the sale, no CGT was crystallised and the agreed pricing reflected the buyer assuming responsibility for the latent CGT liability within the acquired entities.
In August, the Company completed the disposal of its warehouse in Zeewolde, the Netherlands, for approximately €27.2 million to a logistics investor, representing a 2.5% discount to the Q1 2025 valuation.
In Krakow, Poland, following a recent prolongation of the IDC Polonia lease by 3 years, we also reached an agreement with the main tenant of the building, Lynka (30%) on a 7-year lease extension until 2033 with full indexation, improving liquidity of the asset. The total incentive package to Lynka included a contribution to installing photovoltaic (PV) panels for their exclusive consumption.
Following the above leasing activity in Poland, in October, the Company completed the disposal of the portfolio composed of the three multi-let warehouse estates located in Krakow, Lodz and Warsaw for an aggregate consideration of approximately €84 million to an international investor active in Poland, representing a c.5% discount to the Q2 2025 valuation.
In December, the Company completed the disposal of two warehouses located in Bruges (Bordeaux) and La Crèche (Niort) in France for an aggregate consideration of approximately €15.6 million to their existing tenant, the logistics group Dachser France. The assets were disposed of in line with the values reflected in the Company's Q3 2025 estimated net asset value.
Post Year End, three further sales completed:
In Gevrey, Dijon in France the 12-year lease regear with Dachser was completed with effect from 1 January 2026. It allowed the Company to complete the sale of the asset in January 2026, for a consideration of approximately €7.9 million to an institutional investor, in line with the value reflected in the Company's Q3 2025 estimated net asset value.
In March, the sale of the cross-dock warehouse located in Waddinxveen was completed for a consideration of approximately €35 million to an institutional investor, 4.5% ahead of the Company's independent Q3 2025 valuation.
The company also completed the sale of its last asset in France located in Noves, Avignon for a consideration of €47.5 million to an international investor, in line with the Company's independent Q3 2025 valuation.
These transactions significantly progress the shareholder approved managed wind-down, with 25 of the original 27 assets in the Company's portfolio now sold, generating aggregate gross sales proceeds of over €507 million, prior to the repayment of associated debt.
Continued sales progress and leasing activity
The final 2 assets remain at various stages of the sales process, with further completions targeted in Q2 2026 onwards.
The Investment Manager continues to assess ongoing asset management initiatives, including further possible capital expenditure, and engage with tenants to identify opportunities where the Company can enhance value in advance of potential disposals.
Active leasing execution reduced portfolio voids to 0% as at 31 December 2025, following the successful letting of all vacant units.
Shareholders are reminded that, as the managed wind-down progresses and further asset disposals are completed, the Company's income will decline accordingly with operational costs of the Company and remaining SPVs increasingly being met from capital.
At Ede in the Netherlands, Kruidvat (AS Watson) completed the lease amendment to incorporate the vacant offices (75% of office space) within their demise for nil rent. This tidied up the management arrangements, creating a single let asset, removing the service charge management and administration providing a cleaner single let asset for sale. Discussions are ongoing to sign a further lease amendment to facilitate the reading of previous lease amendments.
Fundamentally, the foregoing sales and leasing activity demonstrates the Investment Manager's commitment to implementing both the sales strategy required for the wind-down, as well as delivering successful asset management and leasing initiatives, which has fed into improved asset liquidity and underpinned valuations through the sales process.
Property Portfolio
Country | Property | Principal Tenant | WAULT incl breaks (years) | WAULT excl breaks(years) | % ofPortfolio |
1 France | Dijon1 | Dachser | 4.0 | 7.0 | 5-10 |
2 France | Avignon, Noves 1 | Biocoop | 8.7 | 8.7 | 25-30 |
3 the Netherlands | Den Hoorn | Van der Helm | 4.4 | 4.4 | 25-30 |
4 the Netherlands | Ede | AS Watson (Kruidvat) | 7.7 | 7.7 | 15-20 |
5 the Netherlands | Waddinxveen 1 | Combilo International | 7.9 | 7.9 | 20-25 |
TOTAL | 6.7 | 6.8 |
1 Sold after 31 December 2025.
Troels Andersen
Fund Manager,
Aberdeen
21 April 2026 Governance
Directors' Report
The Directors present their Report and the audited financial statements for the year ended 31 December 2025.
Results and Dividends
Details of the Company's results and dividends are shown above. The dividend policy is disclosed on page 37 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
Investment Trust Status
The Company was incorporated on 25 October 2017 (registered in England & Wales No. 11032222) and has been accepted by HM Revenue & Customs as an investment trust subject to the Company continuing to meet the relevant eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements of Part 2 Chapter 3 Statutory Instrument 2011/2999 for all financial periods commencing on or after 15 December 2017. The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 December 2025 so as to enable it to comply with the ongoing requirements for investment trust status and continue to engage with advisers and monitor the position during the managed wind-down in seeking to maintain investment trust status.
Individual Savings Accounts
The Company has conducted its affairs so as to satisfy the requirements as a qualifying security for Individual Savings Accounts. The Directors intend that the Company will continue to conduct its affairs in this manner.
Share Capital
The Company's capital structure is summarised in note 16 to the financial statements. At 31 December 2025, there were 412,174,356 fully paid Ordinary shares of 1p each in issue. During the year no Ordinary shares were purchased in the market for treasury or cancellation and no Ordinary shares were issued or sold from Treasury.
B Share Scheme
On 22 November 2024 Shareholders approved the authority for the Company to issue and redeem up to £300 million of B Shares. During the year, the Board returned capital to Shareholders by way of a bonus issue of redeemable B Shares (with a nominal value of one penny each), which were immediately redeemed by the Company for cash consideration equal to the amount treated as paid up on the issue of the B Shares. The Board considers this to be one of the fairest and most efficient ways of returning substantial amounts of cash to Shareholders.
The quantum and timing of any return(s) of capital to Shareholders under a B Share Scheme is at the discretion of the Board and will be dependent on the realisation of the Company's investments and its liabilities, general working capital requirements and the amount and nature (from a tax perspective) of its distributable reserves. The adoption of a B Share scheme does not limit the ability of the Company to return cash to Shareholders by using other mechanisms and the Board will continue to monitor the tax effectiveness and cost efficiency of using B Shares.
First B Share Capitalisation Issue
On 17 February 2025, the Board resolved to return approximately £16.5 million in aggregate to Shareholders via an issue of B Shares on the basis of 4 B Shares for every 1 Ordinary Share held at the record date of 6 March 2025. The proceeds from the redemption of the B Shares, equivalent to 4.0 pence per Ordinary Share and totalling £16,486,974, were paid to Shareholders on 20 March 2025.
Second B Share Capitalisation Issue
On 16 July 2025, the Board further resolved to return approximately £49.5 million in aggregate to Shareholders via a second issue of B Shares on the basis of 12 B Shares for every 1 Ordinary Share held at the record date of 30 July 2025. The proceeds from the redemption of the B Shares, equivalent to 12.0 pence per Ordinary Share and totalling £49,460,923, were paid to Shareholders on 13 August 2025.
Third B Share Capitalisation Issue
On 29 August 2025 the Board resolved to return approximately £53.5 million in aggregate to Shareholders via a third issue of B Shares on the basis of 13 B Shares for every 1 Ordinary Share held at the record date of 16 September 2025. The proceeds from the redemption of the B Shares, equivalent to 13.0 pence per Ordinary Share and totalling £53,582,666, were paid to shareholders on 30 September 2025.
Fourth B Share Capitalisation Issue
On 2 December 2025 the Board resolved to return approximately £41.2 million in aggregate to Shareholders via a fourth issue of B Shares on the basis of 10 B Shares for every 1 Ordinary Share held at the record date of 16 December 2025. The proceeds from the redemption of the B Shares, equivalent to 10.0 pence per Ordinary Share and totalling £41,217,436, were paid to Shareholders on 30 December 2025.
Voting Rights, Share Restrictions and Amendments to Articles of Association
Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The Ordinary shares carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings.
There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control following a takeover bid.
In accordance with the Companies Act, amendments to the Company's Articles of Association may only be made by shareholders passing a special resolution in general meeting.
Borrowings
A full breakdown of the Company's loan facilities is provided in note 14 to the financial statements.
Management Agreement
Under the terms of a Management Agreement dated 17 November 2017 between the Company and the AIFM, abrdn Fund Managers Limited (and amended by way of side letters dated 25 May 2018, 22 February 2019, 24 January 2023 and 10 July 2024), the AIFM was appointed to act as alternative investment fund manager of the Company with responsibility for portfolio management and risk management of the Company's investments. Under the terms of the Management Agreement, the AIFM may delegate portfolio management functions to the Investment Manager and is entitled to an annual management fee together with reimbursement of all reasonable costs and expenses incurred by it and the Investment Manager in the performance of its duties.
Effective 1 August 2024 the Company has paid lower management fees at the rate of 0.5% (reduced from 0.75%) and additional disposal fees between 0.65% and 0.75% depending on the net disposal proceeds realised on sale of investment properties. In addition, with effect from 23 July 2024, the Management Agreement became terminable by the Company or aFML on not less than three months' notice with such notice not to be served before 31 March 2025.
The annual management fee is payable in Euros quarterly in arrears, save for any period which is less than a full calendar quarter when it would be paid on a pro rata basis.
The AIFM has also been appointed by the Company under the terms of the Management Agreement to provide day-to-day administration services to the Company and provide the general company secretarial functions required by the Companies Act. In this role, the AIFM will provide certain administrative services to the Company which includes reporting the Net Asset Value, bookkeeping and accounts preparation. Effective from March 2020 accounting and administration services undertaken on behalf of the Company have been delegated to Brown Brothers Harriman.
The AIFM has also delegated the provision of the general company secretarial services to abrdn Holdings Limited.
Risk Management
Details of the financial risk management policies and objectives relative to the use of financial instruments by the Company are set out in note 23 to the financial statements.
The Board
The current Directors are Ms Gulliver, Mr Heawood and Mr Roper who, were the only Directors who served during the year. In accordance with the Articles of Association, each Director will retire from the Board at the Annual General Meeting convened for 1 June 2026 and, being eligible, will offer himself or herself for re-election to the Board. In accordance with Principle 23 of the AIC's 2024 Code of Corporate Governance, each Director will retire annually and submit themselves for re-election at the AGM.
The Board considers that there is a balance of skills and experience within the Board relevant to the leadership and direction of the Company and that all the Directors contribute effectively.
In common with most investment trusts, the Company has no employees. Directors' & Officers' liability insurance cover has been maintained throughout the year at the expense of the Company.
Board Diversity
As indicated in the Strategic Report, the Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow it to fulfil its obligations. The Board also recognises the benefits and is supportive of, and will give due regard to, the principle of diversity in its recruitment of new Board members. The Board will not display any bias for age, gender, race, sexual orientation, socio-economic background, religion, ethnic or national origins or disability in considering the appointment of Directors. The Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. The Board aims to take account of the targets set out in the FCA's Listing Rules, which are set out below. However, given the revised investment objective of the Company and the on-going sale of the portfolio, which is expected to complete in the shorter term, the Board decided not to recruit a new non-executive Director to replace Ms Wilde who retired in June 2024. Consequently, as the sales process culminates the Company is no longer in compliance with some of these diversity targets.
As an externally managed investment company, the Board employs no executive staff and therefore does not have a chief executive officer (CEO) or a chief financial officer (CFO) - both of which are deemed senior board positions by the FCA. However, the Board considers the Chair of the Audit Committee to be a senior board position, and the following disclosure is made on this basis. Other senior board positions recognised by the FCA are chair of the board and senior independent director (SID). In addition, the Board has resolved that the Company's year-end date be the most appropriate date for disclosure purposes.
The following information has been voluntarily disclosed by each Director and is correct as at 31 December 2025.
Number of Board Members | Percentage of the Board | Number of Senior Positions on the Board3 | |
Men | 2 | 66.6% | 1 |
Women1 | 1 | 33.3% | 2 |
Prefer not to say | - | - | |
White British or other White (including | 3 | 100% | 3 |
minority-white groups) | |||
Minority Ethnic2 | - | - | 0 |
Prefer not to say | - | - | - |
|
1 Following the retirement of Ms Wilde in June 2024, this does not meet the target that at least 40% of Directors are women as set out in LR6.6.6R (9)(a)(i).
2 Given that the Company is in managed wind-down which is expected to be completed in the shorter term, the Company is not recruiting for further Board members. Therefore, this does not currently meet the target that at least one Director is from a minority ethnic background as set out in LR 6.6.6R (9)(a)(iii).
3 The Company meets the target that at least one of the senior positions is filled by a woman as set out in LR 6.6.6R (a) (ii) for the year ended 31 December 2025. Senior positions defined as Chair, Audit Chair and Senior Independent Director.
The Role of the Chairman and Senior Independent Director
The Chairman is responsible for providing effective leadership to the Board, by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chairman facilitates the effective contribution and encourages active engagement by each Director. In conjunction with the Company Secretary, the Chairman ensures that Directors receive accurate, timely and clear information to assist them with effective decision- making. The Chairman leads the evaluation of the Board and individual Directors, and acts upon the results of the evaluation process by recognising strengths and addressing any weaknesses. The Chairman also engages with major shareholders offering annual review meetings and ensures that all Directors understand shareholder views.
The Senior Independent Director acts as a sounding board for the Chairman and as an intermediary for other directors, when necessary. The Senior Independent Director takes responsibility for an orderly succession process for the Chairman and leads the annual appraisal of the Chairman's performance and is also available to shareholders to discuss any concerns they may have.
Corporate Governance
The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance, and this statement describes how the Company has applied the principles identified in the UK Corporate Governance Code as published in 2024 (the "UK Code"), which is available on the Financial Reporting Council's (the "FRC") website: frc.org.uk.
The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in 2024 (the "AIC Code"). The AIC Code addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code is available on the AIC's website: theaic.co.uk.
The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders. The full text of the Company's Corporate Governance Statement can be found on the Company's website: eurologisticsincome.co.uk.
The Board confirms that, during the year, the Company complied with the principles and provisions of the AIC Code and the relevant provisions of the UK Code, except as set out below.
Provision 24 of the UK Code requires members of the Audit Committee to be independent and ordinarily the Chair of the Company would not be a member of the Committee. However, provision 29 of the AIC Code permits companies to include the Chair as a member of the Audit Committee subject to the provision of an explanation. In September 2024, following the earlier retirement of Ms Diane Wilde, the Chair, Tony Roper joined the Audit Committee as a member. Given the small size of the Board and its decision not to appoint any further Directors now that the Company is in managed wind-down, the appointment of the Chair to this Committee provides the Committee with flexibility. The Company confirms that the Chair was independent upon appointment and remains independent.
The UK Code includes provisions relating to:
· interaction with the workforce (provisions 2, 5 and 6);
· the need for an internal audit function (provision 26);
· the role and responsibility of the chief executive (provisions 9 and 14);
· previous experience of the chairman of a remuneration committee (provision 32); and
· executive directors' remuneration (provisions 33 and 36 to 40).
The Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions.
During the year ended 31 December 2025, the Board had four scheduled meetings and over 14 other ad hoc Board meetings as well as numerous update calls, together with engagement with the Company's largest shareholder, DL Invest. In addition, the Audit Committee met three times and there was one meeting of the Management Engagement Committee and one meeting of the Nomination Committee. Between meetings the Board maintains regular contact with the Investment Manager. The Directors have attended the following scheduled Board meetings and Committee meetings during the year ended 31 December 2025 (with their eligibility to attend the relevant meeting in brackets):
Director | Board | Audit Committee | MEC | Nomination |
T Roper | 4 (4) | 3 (3) | 1 (1) | 1 (1) |
C Gulliver | 4 (4) | 3 (3) | 1 (1) | 1 (1) |
J Heawood | 4 (4) | 3 (3) | 1 (1) | 1 (1) |
Policy on Tenure
The Board's policy on tenure is that Directors need not serve on the Board for a limited period of time only. The Board does not consider that the length of service of a Director is as important as the contribution he or she has to make, and therefore the length of service will be determined on a case-by-case basis. However, in accordance with corporate governance best practice and the future need to refresh the Board over time, it is currently expected that Directors will not typically serve on the Board beyond the Annual General Meeting following the ninth anniversary of their appointment.
Audit Committee The Audit Committee Report is on pages 46 to 49 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
Nomination Committee
All appointments to the Board of Directors are considered by the Nomination Committee which, due to the relatively small size of the Board, comprises all of the Directors and is chaired by the Chairman of the Company. The Nomination Committee advises the Board on succession planning, bearing in mind the balance of skills, knowledge and experience existing on the Board, and will make recommendations to the Board in this regard. The Nomination Committee also advises the Board on its balance of relevant skills, experience and length of service of the Directors serving on the Board. The Board's overriding priority if appointing new Directors in the future will be to identify the candidate with the best range of skills and experience to complement existing Directors. The Board recognises the benefits of diversity and its policy on diversity is disclosed in the Strategic Report and also on pages 29 and 30 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
The Committee has put in place the necessary procedures to conduct, on an annual basis, an appraisal of the Chairman of the Board, Directors' individual self-evaluation and a performance evaluation of the Board as a whole and its Committees. In 2025 the Board conducted an external evaluation using the services of Board Forms, an external evaluation consultancy which is independent of the Company. The evaluation was based upon completed questionnaires covering the Board, individual Directors, the Chairman, the Management Engagement Committee Chairman and the Audit Committee Chairman. The Chairman then met each Director individually to review their responses whilst the Senior Independent Director met with the Chairman to review his performance.
In accordance with Principle 23 of the AIC's Code of Corporate Governance which recommends that all directors of investment companies should be subject to annual re-election by shareholders, all the members of the Board will retire at the forthcoming Annual General Meeting and will offer themselves for re-election. In conjunction with the evaluation feedback, the Committee has reviewed each of the proposed reappointments and concluded that each of the Directors has the requisite high level and range of business and financial experience and recommends their re-election at the forthcoming AGM. Details of the contributions provided by each Director during the year are disclosed on pages 25 and 26 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
The Committee has reviewed the current size of the Board and the skill set provide by the existing Directors and has concluded that in the run up to the liquidation of the Company there is no need to search for and appoint a new non-executive Director.
Management Engagement Committee
The Management Engagement Committee comprises all of the Directors and is chaired by Mr Heawood. The Committee reviews the performance of the Manager and Investment Manager and its compliance with the terms of the management and secretarial agreement. The terms and conditions of the Manager's appointment, including an evaluation of fees, are reviewed by the Committee on an annual basis. Based upon the competitive management fee and expertise of the Manager, the Committee believes that the continuing appointment of the Manager on the terms agreed is in the interests of shareholders as a whole. The Committee also, at least annually, reviews the Company's relationships with its other service providers. These reviews aim to ensure that services being offered meet the requirements and needs of the Company, provide value for money and performance is in line with the expectations of stakeholders.
Under the FCA Listing Rules, where an investment trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. Accordingly, matters relating to remuneration are dealt with by the full Board, which acts as the Remuneration Committee.
The Company's remuneration policy is to set remuneration at a level to attract individuals of a calibre appropriate to the Company's future development. Further information on remuneration is disclosed in the Directors' Remuneration Report on pages 39 to 43 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
Terms of Reference
The terms of reference of all the Board Committees may be found on the Company's website eurologisticsincome.co.ukand copies are available from the Company Secretary upon request. The terms of reference are reviewed and re-assessed by the relevant Board Committee for their adequacy on an annual basis.
Going Concern
The Directors, as at the date of this report, are required to consider whether they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
Following a comprehensive strategic review of the options available to the Company and after consulting with advisers, as well as considering feedback from a number of larger shareholders, the Directors announced in May 2024 that a managed wind-down of the Company would be in the best interests of Shareholders as a whole. On 23 July 2024, Shareholders voted in favour of the new investment policy, formally approving a managed wind-down. As a result, the Company's investment objective is focused on realising all existing assets in the Company's portfolio in an orderly manner.
At the Requisitioned General Meeting held on 20 February 2026 shareholders overwhelmingly supported the Board's recommendation to vote against proposals from the Company's largest shareholder DL Invest Group ISR SARL for (i) the replacement of the Company's investment policy on terms substantially similar to the investment policy of the Company which was in effect prior to the adoption of the existing investment policy and (ii) the replacement of Company's Investment Manager with DL Invest Group ISR SARL. Consequently, the Board is continuing to proceed with the managed wind down of the remaining assets in the portfolio in accordance with the wishes of the majority of the Company's shareholders and will endeavour to return the net proceeds to Shareholders in a timely manner before proposing the appointment of a liquidator.
Whilst the Directors are satisfied that the Company has adequate resources to continue in operation throughout the remaining wind-down period and to meet all liabilities as they fall due, given that the Company is now in managed wind-down, the Directors consider it appropriate to continue to adopt a basis other than going concern in preparing the financial statements.
No material adjustments to accounting policies or the valuation basis have arisen as a result of ceasing to apply the going concern basis.
Additional details about going concern are disclosed in note 1 to the financial statements.
Management of Conflicts of Interest
The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, the Directors prepare a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his/her connected persons. The Board considers each Director's situation and decides on any course of action required to be taken if there is a conflict, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his or her wider duties is affected. Each Director is required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.
No Director has a service contract with the Company although Directors are issued with letters of appointment upon appointment. No Director had any interest in contracts with the Company during the year or subsequently.
The Board has adopted appropriate procedures designed to prevent bribery. The Company receives periodic reports from its service providers on the anti-bribery policies of these third parties. It also receives regular compliance reports from the Investment Manager.
The Criminal Finances Act 2017 introduced the corporate criminal offence of "failing to take reasonable steps to prevent the facilitation of tax evasion". The Board has confirmed that it is the Company's policy to conduct all of its business in an honest and ethical manner. The Board takes a zero-tolerance approach to the facilitation of tax evasion, whether under UK law or under the law of any foreign country.
Accountability and Audit
The respective responsibilities of the Directors and the auditor in connection with the financial statements are set out on pages 44 and 57 respectively of the published Annual Report and Financial Statements for the year ended 31 December 2025.
Each Director confirms that:
· so far as he or she is aware, there is no relevant audit information of which the Company's auditor is unaware; and,
· each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Additionally, there have been no important events since the year end that impact this Annual Report.
The Directors have reviewed the level of non-audit services provided by the independent auditor during the year amounting to £nil (2024: £nil) and remain satisfied that the auditor's objectivity and independence is being safeguarded.
Independent Auditor
The auditor, KPMG LLP, has indicated its willingness to remain in office. The Directors will place a resolution before the Annual General Meeting to re-appoint KPMG LLP as auditor for the ensuing year, should an audit be required for 2026, and to authorise the Directors to determine its remuneration.
Internal Control
The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness and confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place for the year under review and up to the date of approval of this Annual Report and Financial Statements. It is regularly reviewed by the Board and accords with the FRC Guidance.
The Board has reviewed the effectiveness of the system of internal control. In particular, it has reviewed the process for identifying and evaluating the significant risks affecting the Company and policies by which these risks are managed.
The Directors have delegated the investment management of the Company's assets to members of the Aberdeen Group within overall guidelines, and this embraces implementation of the system of internal control, including financial, operational and compliance controls and risk management. Internal control systems are monitored and supported by the Aberdeen Group's internal audit function which undertakes periodic examination of business processes, including compliance with the terms of the management agreement, and ensures that recommendations to improve controls are implemented.
Risks are identified and documented through a risk management framework by each function within the Aberdeen Group's activities. Risk includes financial, regulatory, market, operational and reputational risk. This helps the Aberdeen group internal audit risk assessment model identify those functions for review. Any weaknesses identified are reported to the Board, and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Board.
The significant risks faced by the Company have been identified as being strategic; investment and asset management; financial; regulatory; and operational.
The key components of the process designed by the Directors to provide effective internal control are outlined below:
· the AIFM prepares forecasts and management accounts which allows the Board to assess the Company's activities and review its performance;
· the Board and AIFM have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations, are regularly submitted to the Board and there are meetings with the AIFM and Investment Manager as appropriate;
· as a matter of course the AIFM's compliance department continually reviews Aberdeen's operations and reports to the Board on a six monthly basis;
· written agreements are in place which specifically define the roles and responsibilities of the AIFM and other third-party service providers and, where relevant, ISAE3402 Reports, a global assurance standard for reporting on internal controls for service organisations, or their equivalents, are reviewed;
· the Board has considered the need for an internal audit function but, because of the compliance and internal control systems in place within Aberdeen, has decided to place reliance on the Investment Manager's systems and internal audit procedures. At its March 2026 meeting, the Audit Committee carried out an annual assessment of internal controls for the year ended 31 December 2025 by considering documentation from the AIFM and the Depositary, including the internal audit and compliance functions and taking account of events since 31 December 2025. The results of the assessment, that internal controls are satisfactory, were then reported to the Board at the subsequent Board meeting.
Internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.
Substantial Interests
The Board has been advised that the following shareholders owned 3% or more of the issued Ordinary share capital of the Company as at 31 December 2025 (based upon 412,174,356 Ordinary shares in issue):
Fund Manager | Shares at 31 December 2025 | % at 31 December 2025 |
DL Invest Group | 73,869,211 | 17.92 |
East Riding of Yorkshire | 33,000,000 | 8.01 |
Hargreaves Lansdown, stockbrokers (EO) | 28,852,093 | 7.00 |
Interactive Investor (EO) | 20,393,759 | 4.95 |
Quilter Cheviot Investment Management | 19,189,003 | 4.66 |
AJ Bell, stockbrokers (EO) | 14,236,550 | 3.45 |
RBC Brewin Dolphin Ireland | 14,212,278 | 3.45 |
There have been no significant changes notified in respect of the above holdings between 31 December 2025 and 21 April 2026.
Relations with Shareholders
The Directors place a great deal of importance on communication with shareholders. The Annual Report will be widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up to date information on the Company through the freephone information service shown under Investor Information and on the Company's website eurologisticsincome.co.uk.
abrdn Holdings Limited (aHL) has been appointed Company Secretary to the Company. Whilst aHL is a wholly owned subsidiary of the Aberdeen Group, there is a clear separation of roles between the Investment Manager and Company Secretary with different board compositions and different reporting lines in place. The Board notes that, in accordance with Market Abuse Regulations, procedures are in place to control the dissemination of information within the Aberdeen Group plc group of companies when necessary. Where correspondence addressed to the Board is received there is full disclosure to the Board. This is kept confidential if the subject matter of the correspondence requires confidentiality.
The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of representatives of the Investment Manager (including the Company Secretary and Investment Manager) in situations where direct communication is required and usually a representative from the Board is available to meet with major shareholders on an annual basis in order to gauge their views.
The Notice of the Annual General Meeting, included within the Annual Report and financial statements, is sent out at least 20 working days in advance of the meeting. In normal circumstances, all Shareholders have the opportunity to put questions to the Board or the Investment Manager at the Company's Annual General Meeting. Shareholders are, however, invited to send any questions for the Board and/or the Investment Manager on the Annual Report by email to [email protected]. The Company Secretary is available to answer general shareholder queries at any time throughout the year.
Annual General Meeting
The Annual General Meeting will be held on 1 June 2026 at 18 Bishops Square, London E1 6EG at 11:00 a.m. In addition to the usual resolutions the following matters will be proposed at the AGM:
Special Business: Purchase of the Company's Shares
Resolution 9 is a special resolution proposing to renew the Directors' authority to make market purchases of the Company's shares in accordance with the provisions contained in the Companies Act 2006 and the Listing Rules of the Financial Conduct Authority. The minimum price to be paid per Ordinary share by the Company will not be less than £0.01 per share (being the nominal value) and the maximum price should not be more than the higher of (i) an amount equal to 5% above the average of the middle market quotations for an Ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the current highest independent bid on the trading venue where the purchase is carried out.
The Directors do not intend to use this authority to purchase the Company's Ordinary shares unless to do so would result in an increase in NAV per share and would be in the interests of Shareholders generally. The authority sought will be in respect of 14.99% of the issued share capital as at the date of the Annual General Meeting rather than the date of this document.
The Directors view buybacks as a useful tool for seeking to assist in the management of the liquidity of the Company's shares which could be used as one of a number of methods to address imbalances of supply and demand which, arithmetically, can cause discounts to NAV per share. However, the Company's revised investment objective means that most available cash will be returned to shareholders where possible in the form of capital distributions. Shares bought back would be purchased at a discount to the prevailing NAV per share and the result would be accretive to the NAV for all on-going shareholders.
The authority being sought will expire at the conclusion of the Annual General Meeting in 2027 or 30 June 2027, whichever is earlier unless it is renewed before that date. Any Ordinary shares purchased in this way will either be cancelled and the number of Ordinary shares will be reduced accordingly or held in treasury.
This share buyback power will give the Directors additional flexibility going forward and the Board considers that it will be in the interests of the Company that such authority be available. Share buybacks will only take place when, in the view of the Directors, to do so will be to the benefit of Shareholders as a whole.
Special Business: Notice of Meetings
Resolution 10 is a special resolution seeking to authorise the Directors to call general meetings of the Company (other than Annual General Meetings) on 14 days' clear notice. This approval will be effective until the Company's Annual General Meeting in 2027 or 30 June 2027, whichever is earlier. In order to utilise this shorter notice period, the Company is required to ensure that Shareholders are able to vote electronically at the general meeting called on such short notice. The Directors confirm that, in the event that a general meeting is called, they will give as much notice as practicable and will only utilise the authority granted by Resolution 10 in limited and time sensitive circumstances.
Special Business: Cancellation of the Capital Redemption Reserve
In order to assist with the process of distributing net disposal proceeds to Shareholders by way of B Share capital redemptions, the Company is proposing to cancel the Company's current Capital Redemption Reserve in order to create a further distributable reserve for the purposes of supporting distributions under the Companies Act.
Resolution 11, to be proposed at the General Meeting, seeks the approval of Shareholders for the cancellation of the Company's current Capital Redemption Reserve.
Dividend Policy
As a result of the timing of the payment of the Company's quarterly dividends, the Company's Shareholders are unable to approve a final dividend each year. In line with good corporate governance, the Board therefore proposes to put the Company's dividend policy to Shareholders for approval at the Annual General Meeting and on an annual basis.
Resolution 3 is an ordinary resolution to approve the Company's dividend policy. The Company's dividend policy shall be that dividends on the Ordinary shares are payable as required to maintain investment trust status during the managed wind down and, if deemed expedient by the Board, to return sale proceeds to shareholders in a timely manner and the last dividend referable to a financial year end will not be categorised as a final dividend that is subject to Shareholder approval. The Company has the flexibility in accordance with its Articles to make distributions from capital.
Shareholders should note that references to ''dividends'' are intended to cover both dividend income and income which is designated as an interest distribution for UK tax purposes and therefore subject to the interest streaming regime applicable to investment trusts.
Recommendation
Your Board considers Resolutions 9 to 11 to be in the best interests of the Company and its members as a whole and most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, your Board unanimously recommends that Shareholders should vote in favour of all Resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial shareholdings amounting to 272,812 Ordinary shares.
By order of the Boardabrdn Holdings Limited Company SecretariesRegistered Office:280 Bishopsgate London EC2M 4AG
21 April 2026
Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they have elected to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable, relevant, reliable and prudent;
· for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards;
· for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements;
· assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations or have no realistic alternative but to do so. As explained in note 1(a) to the Financial Statements, the Directors do not believe that it is appropriate to prepare these financial statements on a going concern basis.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule ("DTR") 4.1.16R, the financial statements will form part of the annual financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor's report on these financial statements provides no assurance over whether the annual financial report has been prepared in accordance with those requirements.
Responsibility statement of the Directors in respect of the annual financial report
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
· the Strategic Report/Directors' Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
We consider the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
By order of the Board
Tony Roper
21 April 2026 Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Year ended 31 December 2025 |
| Year ended 31 December 2024 | ||||||
| Revenue | Capital | Total |
| Revenue | Capital | Total | |
Notes | €'000 | €'000 | €'000 |
| €'000 | €'000 | €'000 | |
REVENUE |
| |||||||
Rental income | 2 | 20,932 | - | 20,932 | 31,499 | - | 31,499 | |
Property service charge income | 6,975 | - | 6,975 | 8,379 | - | 8,379 | ||
Other operating income | 78 | - | 78 | 210 | - | 210 | ||
Total revenue | 27,985 | - | 27,985 |
| 40,088 | - | 40,088 | |
| ||||||||
GAINS/(LOSSES) ON INVESTMENTS |
| |||||||
(Losses)/Gains on disposal of investment properties | 9 | - | (26,997) | (26,997) | - | 35 | 35 | |
Change in fair value of investment properties | 9 | - | (10,939) | (10,939) | - | (6,284) | (6,284) | |
Total income and gains/(losses) on investments | 27,985 | (37,936) | (9,951) |
| 40,088 | (6,249) | 33,839 | |
|
|
|
| |||||
EXPENDITURE |
| |||||||
Investment management fee | 24 | (1,345) | (2,835) | (4,180) | (2,508) | - | (2,508) | |
Direct property expenses | (4,422) | - | (4,422) | (1,690) | - | (1,690) | ||
Property service charge expenditure | (6,975) | - | (6,975) | (8,379) | - | (8,379) | ||
SPV property management fees | (252) | - | (252) | (297) | - | (297) | ||
Impairment gain/(loss) on trade receivables | 156 | - | 156 | (605) | - | (605) | ||
Other expenses | 3 | (3,362) | (205) | (3,567) | (4,105) | - | (4,105) | |
Total expenditure | (16,200) | (3,040) | (19,240) | (17,584) | - | (17,584) | ||
Net operating return/(loss) before finance costs |
| 11,785 | (40,976) | (29,191) |
| 22,504 | (6,249) | 16,255 |
| ||||||||
FINANCE INCOME | ||||||||
Finance income | 4 | 199 | - | 199 | - | - | - | |
FINANCE COSTS | ||||||||
Finance costs | 4 | (4,107) | 792 | (3,315) | (8,404) | (915) | (9,319) | |
Gains arising from the derecognition of derivative financial instruments | - | 164 | 164 | - | 13 | 13 | ||
Effect of fair value adjustments on derivative financial instruments | - | (201) | (201) | - | (1,311) | (1,311) | ||
Effect of foreign exchange differences | (211) | (337) | (548) | (145) | (282) | (427) | ||
Net return before taxation | 7,666 | (40,558) | (32,892) | 13,955 | (8,744) | 5,211 | ||
Taxation | 5 | (176) | (195) | (371) | (928) | (1,253) | (2,181) | |
Net return for the year | 7,490 | (40,753) | (33,263) |
| 13,027 | (9,997) | 3,030 | |
| ||||||||
Total comprehensive return/(loss) for the year |
| 7,490 | (40,753) | (33,263) |
| 13,027 | (9,997) | 3,030 |
| ||||||||
Basic and diluted earnings per share | 7 | 1.8¢ | (9.9¢) | (8.1¢) |
| 3.1¢ | (2.4¢) | 0.7¢ |
The accompanying notes are an integral part of the financial statements.
The total column of the Consolidated Statement of Comprehensive Income is the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.
Consolidated Balance Sheet
As at 31 December 2025
| 31 December 2025 |
| 31 December 2024 | ||
Notes |
| €'000 |
| €'000 | |
NON-CURRENT ASSETS |
| ||||
Investment properties | 9 | 33,500 | 497,319 | ||
Deferred tax asset | 5 | - | 2,941 | ||
Total non-current assets |
|
| 33,500 |
| 500,260 |
| |||||
CURRENT ASSETS |
| ||||
Investment property held-for-sale | 9 | 145,420 | 117,609 | ||
Deferred tax asset - arising on held for sale | 5 | 1,495 | 203 | ||
Trade and other receivables | 10 | 6,916 | 16,998 | ||
Cash and cash equivalents | 11 | 47,834 | 25,011 | ||
Other assets | 268 | 750 | |||
Derivative financial assets | 15 | - | 366 | ||
Total current assets |
|
| 201,933 |
| 160,937 |
|
| ||||
Total assets |
|
| 235,433 |
| 661,197 |
| |||||
CURRENT LIABILITIES |
| ||||
Bank loans | 14 | 58,228 | 140,300 | ||
Leasehold liability - arising on held for sale | 12 | 24,347 | 682 | ||
Deferred tax liability - arising on held for sale | 5 | 2,539 | 4,028 | ||
Trade and other payables | 13 | 12,059 | 15,322 | ||
Total current liabilities |
|
| 97,173 |
| 160,332 |
| |||||
NON-CURRENT LIABILITIES |
| ||||
Bank loans | 14 | - | 96,315 | ||
Leasehold liability | 12 | - | 23,717 | ||
Deferred tax liability | 5 | - | 6,725 | ||
Total non-current liabilities |
|
| - |
| 126,757 |
Total liabilities |
|
| 97,173 |
| 287,089 |
Net assets |
|
| 138,260 |
| 374,108 |
| |||||
SHARE CAPITAL AND RESERVES |
| ||||
Share capital | 16 | 4,717 | 4,717 | ||
Share premium | 17 | - | - | ||
Special distributable reserve | 18 | 132,664 | 145,016 | ||
Special distributable reserve II | 17/18 | 21,669 | 269,546 | ||
Capital redemption reserve | 18 | 61,902 | - | ||
Capital reserve | 19 | (114,950) | (74,197) | ||
Revenue reserve | 20 | 32,258 | 29,026 | ||
Equity shareholders' funds |
|
| 138,260 |
| 374,108 |
Net asset value per share | 8 |
| € 33.5 |
| € 90.8 |
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital | Share premium | Special distributable reserve | Special distributable reserve II | Capital redemption reserve | Capital reserve | Revenue reserve | Total | ||
Notes | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 31 December 2024 | 4,717 | - | 145,016 | 269,546 | - | (74,197) | 29,026 | 374,108 | |
Total comprehensive return for the year | - | - | - | - | - | (40,753) | 7,490 | (33,263) | |
B shares issued during the year | - | - | - | (61,902) | (124,073) | - | - | (185,975) | |
B shares redeemed during the year | - | - | - | - | 185,975 | - | - | 185,975 | |
Return of capital to B shareholders | - | - | - | (185,975) | - | - | - | (185,975) | |
Dividends paid | 6 | - | - | (12,352) | - | - | - | (4,258) | (16,610) |
Balance at 31 December 2025 |
| 4,717 | - | 132,664 | 21,669 | 61,902 | (114,950) | 32,258 | 138,260 |
For the year ended 31 December 2024
Share capital | Share premium | Special distributable reserve | Special distributable reserve II | Capital redemption reserve | Capital reserve | Revenue reserve | Total | ||
Notes | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 31 December 2023 | 4,717 | 269,546 | 152,099 | - | - | (64,200) | 22,766 | 384,928 | |
Total comprehensive return for the year | - | - | - | - | - | (9,997) | 13,027 | 3,030 | |
Cancellation of Share premium | - | (269,546) | - | 269,546 | - | - | - | - | |
Dividends paid | 6 | - | - | (7,083) | - | - | - | (6,767) | (13,850) |
Balance at 31 December 2024 |
| 4,717 | - | 145,016 | 269,546 | - | (74,197) | 29,026 | 374,108 |
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
Notes | Year ended 31 December 2025 €'000 | Year ended 31 December 2024 €'000 | ||||
CASH FLOWS FROM O PERATING ACTIVITIES | ||||||
Net return for the year before taxation | (32,892) | 5,211 | ||||
Adjustments for: | ||||||
Losses on valuation | 10,939 | 6,284 | ||||
Loss/(Gains) on disposal of investment properties | 26,997 | (35) | ||||
Land leasehold liability decreases | 410 | 383 | ||||
Decrease/(Increase) in trade and other receivables | 9,083 | (3,187) | ||||
(Decrease)/Increase in trade and other payables | (2,328) | (879) | ||||
Change in fair value of derivative financial instruments | 201 | 1,311 | ||||
Result arising from the derecognition of derivative financial instruments | (164) | (13) | ||||
Finance income | 4 | (199) | - | |||
Finance costs | 4 | 3,315 | 9,319 | |||
Tax paid | (5,391) | (1,966) | ||||
Cash generated by operations | 9,971 | 16,428 | ||||
Net cash inflow from operating activities | 9,971 | 16,428 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Capital expenditure and cost of disposal | (3,498) | 56 | ||||
Disposal of investment properties | 191,482 | 33,200 | ||||
Proceeds from disposal of subsidiary, net of cash disposed | 26 | 178,565 | - | |||
Net cash inflow from investing activities | 366,549 | 33,256 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Dividends paid | 6 | (16,610) | (13,850) | |||
B share scheme distribution paid | 18 | (185,975) | - | |||
Bank loans interest paid | 14 | (3,732) | (5,134) | |||
Payment of lease liability | (272) | - | ||||
Proceeds from derivative financial instruments | 164 | 13 | ||||
Net cash outflow from financing activities | (353,697) | (42,734) | ||||
Net increase/(decrease) in cash and cash equivalents | 22,823 | 6,950 | ||||
Opening balance 31 December 2024 | 25,011 | 18,061 | ||||
Closing cash and cash equivalents | 47,834 | 25,011 | ||||
REPRESENTED BY | ||||||
Cash at bank | 11 | 47,834 | 25,011 | |||
The accompanying notes are an integral part of the financial statements.
Notes to the Financial Statements
1. Accounting policies
The consolidated financial statements of the Group for the year ended 31 December 2025 comprise the results of abrdn European Logistics Income plc and its subsidiaries. The principal accounting policies adopted by the Group are set out below, all of which have been applied consistently throughout the year.
(a) Basis of accounting
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards ("UK-adopted IFRS"), which comprise standards and interpretations approved by the International Accounting Standards Board ('IASB'), and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ('IASC') that remain in effect, and to the extent that they have been adopted by the United Kingdom, and the Listing Rules of the UK Listing Authority.
The consolidated financial statements of the Group have been prepared under the historical cost convention as modified by the measurement of investment property, investment properties held for sale, and derivative financial instruments at fair value. The consolidated financial statements are presented in Euro.
In compliance with the AIC's Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (issued July 2022), the consolidated statement of comprehensive income is separated between capital and revenue profits and losses.
Going concern
At the Annual General Meeting held on 24 June 2024, in accordance with the Board's recommendation, the resolution concerning the continuation of the Company was not passed by Shareholders. At the General Meeting held on 23 July 2024, the proposed revised Investment Policy for the implementation of a managed wind-down of the Company was overwhelmingly approved by the Company's Shareholders. Following the approval by Shareholders of the revised investment objective and policy, the process of an orderly realisation of the Company's assets and a return of capital to Shareholders is ongoing. The Board will endeavour to realise the Company's investments in a manner that achieves a balance between maximising the value received from the sale of investments and timely returns of net proceeds to Shareholders. Whilst the Directors are satisfied that the Company has adequate resources to continue in operation throughout the wind-down period and to meet all liabilities as they fall due, given that the Company is now in managed wind-down, the Directors consider it appropriate to continue to adopt a basis other than going concern in preparing the financial statements. No material adjustments to accounting policies or the valuation basis had arisen as a result of ceasing to apply the going concern basis.
The Group ended the year with €47.8 million cash in hand. Following the announcement of the managed wind-down, the revolving credit facility ("RCF") of €70 million with Investec Bank was terminated in May 2024.
As detailed in note 14, there are currently two bank facilities of which one is due to expire in June 2026. The Board is monitoring the expected disposal timelines of the underlying properties to achieve a balance between timely return of capital to shareholders and repayment of loan facilities with the relevant banks. The Board is confident that the Company has sufficient resources to repay the loan facilities on or before the expiry dates.
Under the terms of the debt agreements, each debt obligation is "ring fenced" within a sub-group of property holding companies. These non-recourse loans range in maturities between 0.6 and 2.0 years with all-in interest rates ranging between 1.38% and 3.30% per annum.
The permitted loan to value ("LTV") ratios in the debt arrangements as at 31 December 2025 are between 55% and 60% (soft breach limits). The "hard breach" LTV ratio covenants which give the lenders the right to exercise their security are between 55% and 65%.
If the lenders were to adopt the valuations carried out for the purposes of these financial statements as at 31 December 2025, the ratios would be between 54% and 59% respectively and were within both the applicable soft and hard breach covenant limits for all facilities. Accordingly, there were no breaches of either soft or hard LTV covenant limits during the year ended 31 December 2025. Based on the most recent covenant submissions to lenders, there are two facilities with less than 5% headroom before a soft breach. The Directors believe that the liquidity residing within the Group could be used for repayment of a loan in the event of a breach of LTV limits on these facilities.
The permitted interest coverage ratios as at 31 December 2025, which give the lenders the right to exercise their security, is 250%.
The latest calculated interest coverage ratios ("ICR") were between 314% and 730% respectively. For the year ended 31 December 2025, there were no breaches of ICR. The risk of ICR breach during the managed wind-down period is limited.
The Board recognises the 9.2% share price discount to NAV, as at 31 December 2025 (21.9% as at 31 December 2024). The valuation of investment property is the main driver of the NAV and was determined by Savills as independent valuer. The Board is satisfied that the valuation exercise was performed in accordance with RICS Valuation - Global Standards. As such, the Board has full confidence in the level of the NAV disclosed in the financial statements at the reporting date. The Board expects the discount to continue to narrow as the Company progresses with the execution of the managed wind-down.
The Directors note that the real estate values during the year continued to decline and have stabilised towards the end of the year. The Directors expect the changes in valuations to have no impact on the Group's ability to comply with debt covenants:
· The Directors consider that in most cases there is sufficient or good headroom on covenant ratios.
· The Group has a substantial cash balance, with the ability to retain cash from disposal proceeds to meet its obligations.
· The parent company is not itself a party to any of the debt contracts (in any capacity including as borrower, guarantor or security provider). The lenders would therefore not, in any event, have any recourse to the ultimate parent under the debt contracts.
While the Company cannot predict the outcome of the above matters, based on the financial forecasts prepared the Directors believe there are adequate resources to continue in operation throughout the wind-down period and to meet all liabilities as they fall due. However, as the Company is in managed wind-down, the Directors consider it appropriate to continue to adopt a basis other than going concern in preparing the financial statements.
New accounting standards or amendments effective for the year
The following new accounting standards and amendments were effective for the year ended 31 December 2025:
· Lack of Exchangeability - Amendments to IAS 21, effective for annual reporting periods beginning on or after 1 January 2025.
The amendments did not have a material impact on the amounts recognised in the prior or current period and are not expected to significantly affect future periods.
New accounting standards or amendments issued but not yet effective
The following new accounting standards and amendments have been issued but are not effective for the year ended 31 December 2025 and have not been early adopted by the Group:
· Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7, effective 1 January 2026
· Annual Improvements to IFRS Accounting Standards - Volume 11, effective 1 January 2026
· IFRS 18 Presentation and Disclosure in Financial Statements effective 1 January 2027
· IFRS 19 Subsidiaries without Public Accountability: Disclosures, effective 1 January 2027
· IFRS 18 will not impact the recognition or measurement of items in the financial statements, but its impact on presentation and disclosure is expected to be material.
IFRS 18 will not impact the recognition or measurement of items in the financial statements, but its impact on presentation and disclosure is expected to be material. The other standards and amendments that are not yet effective are not expected to have a material impact on the Group in the current or future reporting periods and on the foreseeable future transactions.
(b) Significant accounting judgements, estimates and assumptions
The preparation of the Group's financial statements requires the Directors to make judgements, estimates and assumptions that affect the amounts recognised in the financial statements and contingent liabilities. However, uncertainty about these judgements, assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Key estimation uncertainties
Fair value of investment properties and investment properties held for sale is stated at fair value as at the balance sheet date as set out in note 9 to these financial statements.
The determination of the fair value of investment properties requires the use of estimates such as future cash flows from the assets, estimated inflation, market rents, discount rates, capitalisation rates, estimated rental value and net initial and net equivalent property yields. The estimate of future cash flows includes consideration of the repair and condition of the property, lease terms, future lease events, as well as other relevant factors for the particular asset.
These estimates are based on local market conditions existing at the balance sheet date.
Held for sale assessment
Management has assessed the criteria for classification of investment properties as held for sale, including the likelihood of sale within the next 12 months, the asset's current condition, and the active marketing efforts to locate a buyer. This assessment involves evaluating the probability and timing of the sale, which can be influenced by market conditions and other external factors. The judgement made in this regard impacts the presentation and measurement of these assets in the financial statements.
(c) Basis of consolidation
The consolidated financial statements comprise the accounts of the Company and its subsidiaries drawn up to 31 December 2025. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. The Group acquired subsidiaries that own real estate properties. At the time of acquisition, the Group considered whether the acquisition represented the acquisition of a business. The Group accounted for an acquisition as a business combination where an integrated set of activities was acquired in addition to the property. More specifically, consideration was made with regard to the extent to which significant processes were acquired and, in particular, the extent of ancillary services provided by the Group (e.g. maintenance, cleaning, security, bookkeeping, and the like).
The significance of any process is judged with reference to the guidance in IAS 40 on ancillary services. When the acquisition of subsidiaries did not represent a business, it was accounted for as an acquisition of a group of assets and liabilities. The cost of the acquisition was allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax was recognised. The Company did not make any acquisitions during the year.
(d) Functional and presentation currency
Items included in the consolidated financial statements of the Group are measured using the currency of the primary economic environment in which the Company and its subsidiaries operate ("the functional currency") which in the judgement of the Directors is Euro. The financial statements are also presented in Euro. All figures in the consolidated financial statements are rounded to the nearest thousand euros unless otherwise stated.
(e) Foreign currency
Transactions denominated in foreign currencies are converted at the exchange rate ruling at the date of the transaction. Monetary and non-monetary assets and liabilities denominated in foreign currencies held at the financial year end are translated using the foreign exchange rate ruling at that date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the Consolidated Statement of Comprehensive Income as appropriate. Foreign exchange movements on investments are included in the Consolidated Statement of Comprehensive Income within gains on investments.
(f) Revenue recognition
Rental income, including the effect of lease incentives, arising from operating leases (including those containing fixed rent increases) is recognised on a straight line basis over the lease term. Service charge income represents the charge to tenants for services the Group is obliged to provide under lease agreements. This income is recorded gross within Income on the basis the Group is acting as principal, with any corresponding cost shown within expenses. Interest income is accounted for on an effective interest rate basis.
(g) Expenses
All expenses are recognised on an accruals basis and, in accordance with the AIC Statement of Recommended Practice, are charged to revenue, except for management fees and broker fees directly related to property disposals, which are charged to capital.
(h) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Current tax is defined as the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Where corporation tax arises in subsidiaries, these amounts are charged to the Consolidated Statement of Comprehensive Income. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the date of the balance sheet in the countries where the Group operates.
The Investment Manager periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
The carrying values of the Group's investment properties are assumed to be realised by sale at the end of use. The capital gains tax rate applied is that which would apply on a direct sale of the property recorded in the Consolidated Balance Sheet regardless of whether the Group would structure the sale via the disposal of the subsidiary holding the asset, to which a different tax rate may apply. The deferred tax is then calculated based on the respective temporary differences and tax consequences arising from recovery through sale and accounted for through the capital reserve.
(i) Investment properties
Investment properties are initially recognised at cost, being the fair value of consideration given, including transaction costs associated with the investment property. Any subsequent capital expenditure incurred in improving investment properties is capitalised in the year during which the expenditure is incurred.
After initial recognition, investment properties are measured at fair value, with the movement in fair value recognised in the Consolidated Statement of Comprehensive Income and transferred to the Capital Reserve. Fair value is based on the external valuation provided by Savills (2024: Savills), chartered surveyors, at the balance sheet date undertaken in accordance with the RICS Valuation - Global Standards 2024, (Red Book), published by the Royal Institution of Chartered Surveyors. The assessed fair value is reduced by the carrying amount of any accrued income resulting from the spreading of lease incentives and/or minimum lease payments.
On derecognition, gains and losses on disposals of investment properties are recognised in the Consolidated Statement of Comprehensive Income.
Non-current assets and investment properties held for sale
A non-current asset or a group of assets containing a non-current asset (a disposal group) is classified as held for sale if its carrying amount will be recovered principally through sale rather than through continuing use, it is available for immediate sale and sale is highly probable within one year. On initial classification as held for sale, non-current assets and disposal groups are measured at the lower of previous carrying amount and fair value less costs to sell with any adjustments taken to profit or loss.
Deferred tax on investment properties classified as held for sale is measured in accordance with accounting policy as outlined in note 1 (h).
Investment properties held for sale continue to be recognised under the fair value model. On derecognition, gains and losses on disposals of investment properties held for sale are recognised in the Consolidated Statement of Comprehensive Income.
(j) Distributions
Interim distributions payable to the holders of equity shares are recognised in the Statement of Changes in Equity in the year in which they are paid. An annual shareholder resolution is voted upon to approve the Group's distribution policy.
(k) Lease contracts
Operating lease contracts - the Group as lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties and so accounts for leases as operating leases.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense on a straight-line basis over the lease term.
Operating and finance lease contracts - the Group as intermediate lessor
When the Group is an intermediate lessor, it accounts for its interest in the head lease and the sub-lease separately. The Group assesses all leases where it acts as an intermediate lessor, based on an evaluation of the terms and conditions of the arrangements.
Any head leases identified as finance leases are capitalised at the lease commencement present value of the minimum lease payments discounted at an applicable discount rate as a right-of-use asset and leasehold liability.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance cost is charged to the Statement of Comprehensive Income over the lease period.
(l) Share issue expenses
Incremental external costs directly attributable to the issue of shares that would otherwise have been avoided are written off to share premium.
(m) Segmental reporting
The Group is engaged in property investment in Europe. Operating results are analysed on a geographic basis by country. In accordance with IFRS 8 'Operating Segments', financial information on business segments is presented in note 20 of the Consolidated financial statements.
(n) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and other short-term highly liquid investments readily convertible within three months or less to known amounts of cash and subject to insignificant risk of changes in value.
(o) Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the Consolidated Statement of Comprehensive Income.
Financial assets
Financial assets are measured at amortised cost, financial assets 'at fair value through profit or loss' (FVTPL), or financial assets 'at fair value through other comprehensive income' (FVOCI). The classification is based on the business model in which the financial asset is managed and its contractual cash flow characteristics. All purchases and sales of financial assets are recognised on the trade date basis.
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
Loans and receivables (including trade and other receivables, and others) are subsequently measured at amortised cost using the effective interest method, less any impairment. The Group holds the trade receivables with the objective to collect the contractual cash flows.
Impairment of financial assets
The Group's financial assets are subject to the expected credit loss model. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The expected loss rates are based on the payment profiles of tenants over a period of twelve months before the measurement date, and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the liability of the tenants to settle the receivable.
Such forward-looking information would include:
• significant financial difficulty of the issuer or counterparty; or
• breach of contract, such as a default or delinquency in interest or principal payments; or
• it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or
• the disappearance of an active market for that financial asset because of financial difficulties.
• changes in economic, regulatory, technological and environmental factors, (such as industry outlook, GDP, employment and politics);
• external market indicators; and
• tenant base.
Financial liabilities
Financial liabilities are classified as 'other financial liabilities'.
Other financial liabilities
Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant year. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
(p) Derivative financial instruments
The Company used forward foreign exchange contracts to mitigate potential volatility of income returns and to provide greater certainty as to the level of Sterling distributions expected to be paid in respect of the year covered by the relevant currency hedging instrument. It does not seek to provide a long-term hedge for the Company's income returns, which will continue to be affected by movements in the Euro/Sterling exchange rate over the longer term.
The Company used interest rate SWAPs and interest rate caps to mitigate potential volatility in interest rates and income returns. Derivatives are measured at fair value calculated by reference to forward exchange rates for contracts with similar maturity profiles. Changes in the fair value of derivatives are recognised in the Statement of Comprehensive Income.
(q) Reserves Share capital
This represents the proceeds from issuing Ordinary shares and is non-distributable.
Share premium
Share premium represents the excess consideration received over the par value of Ordinary shares issued and is classified as equity and is non-distributable. Incremental costs directly attributable to the issue of Ordinary shares are recognised as a deduction from share premium.
Special distributable reserve
The special reserve is a distributable reserve to be used for all purposes permitted by applicable legislation and practice, including the buyback of shares and the payment of dividends.
Special distributable reserve II
The special reserve is a distributable reserve set up following the cancellation of amounts standing to the credit of the share premium account to be used for capital distributions to shareholders as sufficient cash is generated from asset sales under the managed wind-down policy.
Capital reserve
The capital reserve is a distributable reserve subject to applicable legislation and practice, and the following are accounted for in this reserve:
• gains and losses on the disposal of investment properties, which are distributable;
• increases and decreases in the fair value of investment properties held at the year end, which are not distributable.
Capital redemption reserve
The capital redemption reserve arises when classes of share are cancelled, at which point an amount equal to the par value of the share capital is transferred from the share capital account to the capital redemption reserve. This reserve is not distributable. Under section 733 of the Companies Act 2006 this reserve may be used to pay up new shares to be allotted to members as fully paid bonus shares.
Revenue reserve
The revenue reserve is a distributable reserve and reflects any surplus arising from the net revenue return on ordinary activities after taxation.
2. Rental income
Year ended 31 December 2025 €'000 | Year ended 31 December 2024 €'000 | |
Rental income | 20,932 | 31,499 |
Total revenue | 20,932 | 31,499 |
Rental income includes amortisation of operating lease incentives granted.
The largest tenants at the year-end accounted for: 32.5% A.G. van der Helm Vastgoed Moerdijk B.V., 24.6% BIOCOOP, 20.8% Combilo International B.V., 16.2% A.S. Watson (Property Continental Europe) B.V. (31 December 2024: 10.7% A.G. van der Helm Vastgoed Moerdijk B.V.) of the annualised rental income at 31 December 2025.
3. Expenditure
Year ended31 December 2025 €'000 | Year ended 31 December 2024 €'000 | |
Professional fees | 2,470 | 3,066 |
Audit fee for statutory services | 34 | 485 |
Directors' fees | 167 | 180 |
Depositary fees | 39 | 50 |
Registrar fees | 48 | 50 |
Stock exchange fees | 27 | 27 |
Broker fees | 276 | 71 |
Directors liability insurance expense | 25 | 16 |
Employers NI | 10 | 13 |
Amortisation of leasing costs | 461 | - |
Other expenses | 10 | 147 |
Total expenses | 3,567 | 4,105 |
Audit fee for statutory services includes group audit fee of £255,400 plus VAT (2024: €283,600 plus VAT) and subsidiary audit fee of €nil (2024: €25,700).
On 29 May 2025 the Group received a VAT refund of €718,600 for prior years of which €191,900 was allocated to audit fees and €526,700 to professional fees. Audit fees expensed during the year comprises 2025 audit fee less VAT refund disclosed above and VAT on 2024 audit fee which was subsequently refunded through quarterly VAT returns.
There were no non-audit services' fees incurred in 2025 and 2024.
Total expenses include €205,000 (2024: €nil) broker fees related to disposal of properties that is classified as Capital in the Consolidated Statement of Comprehensive Income.
Future operating costs in relation to the managed wind-down will be expensed as incurred.
4. Finance income and costs
Year ended 31 December 2025 | Year ended 31 December 2024 | ||||||
Revenue€'000 | Capital €'000 | Total€'000 | Revenue€'000 | Capital €'000 | Total€'000 | ||
Interest on bank loans | 3,732 | - | 3,732 | 5,126 | - | 5,126 | |
Amortisation of loan costs | - | 123 | 123 | 1,779 | - | 1,779 | |
Remeasurement of loan liability | - | (915) | (915) | 1,159 | 915 | 2,074 | |
Bank interest | 375 | - | 375 | 340 | - | 340 | |
Total finance costs | 4,107 | (792) | 3,315 | 8,404 | 915 | 9,319 | |
Following the announcement of the managed wind-down the Group repaid a number of loans prior to maturity. The amortised cost of bank loans was therefore remeasured and any unamortised balance of loan issue cost was fully amortised as at 31 December 2024. Finance costs incurred in extension of loans were amortised in full during the year.
The remeasurement of loan liability costs as at 31 December 2024 included an estimated €915,000 in loan break-up costs for the Erlensee and Flörsheim loans to DZ Hyp. These costs were not payable and were reversed in 2025. Early termination cost and reversal is treated as capital within the Consolidated Statement of Comprehensive Income.
Finance income amounts to €199,000 (2024: €30,000) and is comprised of bank interest income.
5. Taxation
The Company is resident in the United Kingdom for tax purposes. The Company is approved by HMRC as an investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010. In respect of each accounting year for which the Company continues to be approved by HMRC as an investment trust the Company will be exempt from UK taxation on its capital gains. The Company is, however, liable to UK Corporation tax on its income. The Company is able to elect to take advantage of modified UK tax treatment in respect of its ''qualifying interest income'' for an accounting year, referred to as the ''streaming'' regime. Under regulations made pursuant to the Finance Act 2009, the Company may, if it so chooses, designate as an ''interest distribution'' all or part of the amount it distributes to Shareholders as dividends, to the extent that it has ''qualifying interest income'' for the accounting year. Were the Company to designate any dividend it pays in this manner, it would be able to deduct such interest distributions from its income in calculating its taxable profit for the relevant accounting year. The Company should in practice be exempt from UK corporation tax on dividend income received, provided that such dividends (whether from UK or non-UK companies) fall within one of the ''exempt classes'' in Part 9A of the CTA 2010. There was no change in the corporate tax rate in 2025 (2024: no change).
a. Tax change in the Group Statement of Comprehensive Income
| Year ended 31 December 2025 | Year ended 31 December 2024 | |||||||
| Revenue€'000 | Capital €'000 | Total€'000 | Revenue€'000 | Capital €'000 | Total€'000 | |||
Current taxation: | |||||||||
Overseas taxation | 176 | 5,789 | 5,965 | 928 | 482 | 1,410 | |||
Deferred taxation: | |||||||||
Overseas taxation | - | (5,594) | (5,594) | - | 771 | 771 | |||
Total taxation | 176 | 195 | 371 | 928 | 1,253 | 2,181 | |||
Current taxation charged to capital of €5,789,000 (2024: €482,000) relates to capital gains tax paid on disposal of investment property.
Reconciliation between the tax charge and the product of accounting profit/(loss) multiplied by the applicable tax rate for the year ended 31 December 2025.
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||||||||||
Revenue€'000 | Capital €'000 | Total€'000 | Revenue€'000 | Capital €'000 | Total€'000 | |||||||||
|
| |||||||||||||
| Net result before taxation | 7,666 | (40,558) | (32,892) | 13,955 | (8,744) | 5,211 |
| ||||||
| Theoretical tax at UK corporation tax rate of 25% (2024: 25%) | 1,916 | (10,140) | (8,224) | 3,489 | (2,186) | 1,303 |
| ||||||
| Effect of: |
| ||||||||||||
| Losses where no deferred taxes have been recognised | - | 23,877 | 23,877 | - | 1,590 | 1,590 |
| ||||||
| Impact of different tax rates on foreign jurisdictions | (151) | 624 | 473 | (234) | 426 | 192 |
| ||||||
| Expenses that are not deductible / income that is not taxable | (99) | (14,166) | (14,265) | (932) | 1,423 | 491 |
| ||||||
| Other adjustments | 297 | - | 297 | (648) | - | (648) |
| ||||||
| Impact of UK interest distributions from the Investment Trust | (1,787) | - | (1,787) | (747) | - | (747) |
| ||||||
| Total taxation on return | 176 | 195 | 371 | 928 | 1,253 | 2,181 |
| ||||||
b. Tax in the Group Balance Sheet
2025 €'000 | 2024 €'000 | |
Deferred tax assets: On overseas tax losses On other temporary differences |
1,462 33 |
3,036 108 |
Total taxation on return | 1,495 | 3,144 |
2025 €'000 | 2024 €'000 | |
Deferred tax assets: Deferred tax assets non-current Deferred tax assets current - arising on investment properties |
- 1,495 |
2,941 203 |
Total taxation on return | 1,495 | 3,144 |
2025 €'000 | 2024 €'000 | |
Deferred tax liabilities: Differences between tax and derivative valuation Differences between tax and property valuation |
- 2,539 |
53 10,700 |
Total taxation on return | 2,539 | 10,753 |
2025 €'000 | 2024 €'000 | |
Deferred tax liabilities: Deferred tax liabilities non-current Deferred tax liabilities current - arising on investment properties held for sale |
- 2,539 |
6,725 4,028 |
Total taxation on return | 2,539 | 10,753 |
c) Movements in deferred tax balance
Balance at 1 January 2025 €'000 | Reduction in deferred tax due to loss of control of subsidiary €'000 | Recognised in profit or loss €'000 | Balance at 31 December 2025 €'000 | |
Investment properties | (10,701) | 971 | 7,191 | (2,539) |
Derivative financial assets | (52) | - | 52 | - |
Trade and other payables | 108 | - | (75) | 33 |
Tax losses carried forward | 3,036 | - | (1,574) | 1,462 |
Deferred tax assets | 3,144 | - | (1,649) | 1,495 |
Deferred tax (liabilities) | (10,753) | 971 | 7,243 | (2,539) |
Reduction in deferred tax due to loss of control of subsidiary relates to disposal of Erlensee and Flörsheim. There was no change of the Corporate tax rate in 2025 (2024: nil).
No deferred tax asset has been recognised (2024: nil) on estimated UK tax losses.
The Group has subsidiaries in France, Netherlands, Poland and Spain. There are no changes to tax rates in each country expected to have a material impact on the Group.
Tax losses for which deferred tax asset was recognised expire as follows:
2025 | 2024 | |||||
Tax losses | Deferred | Expiry date | Tax losses | Deferred | Expiry date | |
Expire | - | - | - | 791 | 150 | 2025-2027 |
Never expire | 5,662 | 1,462 | - | 14,425 | 2,886 | - |
Total | 5,662 | 1,462 | 15,216 | 3,036 | ||
6. Dividends
| Year ended31 December 2025 |
| Year ended31 December 2024 | |
| €'000 |
| €'000 | |
2024 Fourth Interim dividend of 0.97c/0.81p per Share paid 31 March 2025(2023 No fourth Interim dividend) | 3,998 | - | ||
2025 First Interim dividend of 1.06c/0.89p per Share paid 30 June 2025(2024 First Interim dividend of 1.41c/1.21p per Share paid 5 July 2024) | 4,368 | 5,812 | ||
2025 Second Interim dividend of 1.00c/0.86p per Share paid 29 September 2025(2024 Second Interim dividend of 0.90c/0.77p per Share paid 27 September 2024) | 4,122 | 3,710 | ||
2025 Third Interim dividend of 1.00c/0.88p per Share paid 30 December 2025(2024 Third Interim dividend of 1.05c/0.87p per Share paid 31 December 2024) | 4,122 | 4,328 | ||
Total Dividends Paid |
| 16,610 |
| 13,850 |
7. Earnings per share (Basic and Diluted)
| Year ended31 December 2025 |
| Year ended31 December 2024 | |
Revenue net return attributable to Ordinary shareholders (€'000) | 7,490 | 13,027 | ||
Weighted average number of shares in issue during the period | 412,174,356 | 412,174,356 | ||
Total revenue return after tax per ordinary share |
| 1.8¢ |
| 3.1¢ |
|
|
|
|
|
Capital return attributable to Ordinary shareholders (€'000) | (40,753) | (9,997) | ||
Weighted average number of shares in issue during the period | 412,174,356 | 412,174,356 | ||
Total capital return after tax per ordinary share |
| (9.9¢) |
| (2.4¢) |
|
|
|
|
|
Total return after tax per ordinary share |
| (8.1¢) |
| 0.7¢ |
Earnings per share is calculated on the revenue and capital loss for the year (before other comprehensive income) after tax and is calculated using the weighted average number of shares in the year of 412,174,356 shares (2024: 412,174,356 shares).
8. Net assets value per share
2025 | 2024 | |
Net assets attributable to shareholders (€'000) | 138,260 | 374,108 |
Number of shares in issue at 31 December | 412,174,356 | 412,174,356 |
Net asset value per share (in €) | 33.5¢ | 90.8¢ |
9. Investment properties
2025 €'000 | 2024 €'000 | |
Opening carrying value | 497,319 | 636,187 |
Acquisition costs, disposal costs and capital expenditure | 2,787 | 31 |
Proceeds from disposal of investment property | (288,794) | (15,700) |
Realised (loss)/gain on disposal | (21,453) | 265 |
Right of use asset reassessment | 358 | 429 |
Decrease in leasehold liability | (410) | (379) |
Valuation losses | (11,045) | (6,915) |
Movements in lease incentives and leasing costs | 92 | 1,010 |
Transfer to investment property held-for-sale | (145,354) | (117,609) |
Total carrying value at 31 December | 33,500 | 497,319 |
Movements in investment property held for sale can be analysed as follows:
2025 €'000 | 2024 €'000 | |
Opening carrying value | 117,609 | 17,500 |
Disposal costs and capital expenditure | 1,935 | - |
Proceeds from disposal of investment property held-for-sale | (114,000) | (17,500) |
Realised loss on disposal | (5,544) | (230) |
Valuation losses | - | 230 |
Movements in lease incentives and leasing costs | 66 | - |
Transfer to investment property held-for-sale | 145,354 | 117,609 |
Total carrying value at 31 December | 145,420 | 117,609 |
All of the Group's properties were classified as held for sale as at 31 December 2025 with the exception of the Waddinxveen asset in the Netherlands (2024: all Polish and two properties) and were valued at €145.4m (2024: €117.6m).
Valuation methodology
The Investment Manager appoints a suitable valuer (such appointment is reviewed on a periodic basis) to undertake a valuation of all the direct real estate investments on a quarterly basis. The valuation is undertaken in accordance with the RICS Valuation - Global Standards ('Red Book Global Standards') effective from 31 January 2022, published by the Royal Institution of Chartered Surveyors.
Valuations were performed by Savills (2024: Savills), an accredited independent valuer with a recognised and relevant professional qualification. The valuer has sufficient current local and national knowledge of the particular property markets involved and has the skills and understanding to undertake the valuations competently. The Investment Manager meets with the valuer on a quarterly basis to ensure the valuer is aware of all relevant information for the valuation and any change in the investments over the quarter. The Investment Manager then reviews and discusses draft valuations with the valuer to ensure correct factual assumptions are made prior to the valuer issuing a final valuation report. Where known, the property valuer takes account of deleterious materials included in the construction of the investment properties in arriving at its estimate of fair value when the Investment Manager advises of the presence of such materials. The majority of the leases are on a full repairing and insurance basis and as such the Group is not liable for costs in respect of repairs or maintenance to its investment properties.
The fair value of investment property is determined using either the discounted cash flow or traditional method. Choice of methodology for a particular jurisdiction is determined by the valuers independently, based on local market practices. Both valuation methodologies are in accordance with RICS guidelines and used in determining the fair value of investment properties.
Discounted cash flow methodology is based on the future annual net cash flow over a hold period of 10 years. The calculation of fair value using this method includes:
• Present value of the cashflow generated through the future net operating income from the investment property over the hold period.
• Present value of the exit value (sale price) at the end of the 10-year hold period.
The rate used to calculate the present value of cashflow is the Discount Rate. The rate used to calculate the exit value at the end of hold period is called the Capitalisation Rate (exit cap rate). Fair value is calculated using rates that the valuer considers appropriate for the specific investment property.
The traditional method requires an assessment of rental value (the market rent) and a market-based yield. The yield can be simply defined as the annual return on investment expressed as a percentage of capital value. The traditional method can reflect income streams which are under-rented and over-rented by incorporating risk within the yield choice (i.e. an all-risks yield) and by structuring the calculation appropriately, for example a term and reversion for under-rented income streams and a hardcore and top slice for over-rented income streams. This will require the valuer to reflect risk in each element of the calculation, e.g. increasing the yield above the market in the top-slice to reflect the added risk of an above market rent being paid for a specified period, or reducing the yield in the term to reflect that a below market rent is being paid until the reversion is due. These 'traditional' approaches are typically referred to as being growth implicit, meaning that rental growth is built into the choice of yield and not explicitly modelled within the calculation.
As at 31 December 2025 and 31 December 2024 the German, French, Polish and Spanish assets were valued using the discounted cash flow method, and the Netherlands properties using the traditional method. The fair value of investment properties and investment properties Held for sale, amounted to €155,080,000 (2024: €593,991,000, including properties sold during 2025).
The difference between the fair value and the value per the Consolidated Balance Sheet for Investment properties and Investment properties held for sale at 31 December 2025 consists of adjustments for lease incentive assets and the Den Hoorn lease liability separately recognised in the balance sheet of €507,000 and €24,347,000 respectively (2024:
€3,462,000 and €24,399,000). Further details of the Den Hoorn lease are disclosed in note 12.
The following disclosure is provided in relation to the adoption of IFRS 13 Fair Value Measurement. All properties are deemed Level 3 for the purposes of fair value measurement, and the current use of each property is considered the highest and best use.
Country and sector | Fair Value2025 | Fair Value2024 | Valuation techniques | Key Unobservable inputs | Range (weighted average)2025 | Range (weighted average)2024 |
| €'000 | €'000 |
|
|
|
|
the Netherlands - Logistics | 102,400 | 173,200 | Traditional Method | ERV | €2,087,495 - €3,698,389 (€2,985,787) | €609,052 - €3,695,185 (€2,542,168) |
Equivalent yield | 5.30% - 6.31% (5.80%) | 5.00% - 6.25% (5.57%) | ||||
Germany - Logistics | - | 59,300 | Discounted Cash Flow | Capitalisation rate | - | 4.50% - 4.70% (4.62%) |
Discount rate | - | 6.00% - 6.20% (6.08%) | ||||
ERV | - | €1,481,502 - €2,016,994 (€1,799,366) | ||||
France - Logistics | 52,680 | 77,345 | Discounted Cash Flow | Capitalisation rate | 5.25% - 5.40% (5.27%) | 4.95% - 5.00% (4.96%) |
Discount rate | 6.80% - 7.40% (6.89%) | 6.45% - 7.05% (6.57%) | ||||
ERV | €456,210 - €2,590,707 (€2,274,665) | €430,900 - €2,590,707 (€1,826,559) | ||||
Poland - Logistics | - | 88,890 | Discounted Cash Flow | Capitalisation rate | - | 6.40% - 6.65% (6.54%) |
Discount rate | - | 7.60% - 8.00% (7.74%) | ||||
ERV | - | €1,867,527 - €2,186,059 (€2,006,817) | ||||
Spain - Logistics | - | 195,256 | Discounted Cash Flow | Capitalisation rate | - | 4.75% - 5.25% (4.97%) |
Discount rate | - | 6.50% - 7.50% (6.87%) | ||||
ERV | - | €486,749 - €2,568,852 (€1,549,050) |
Sensitivity analysis
The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the valuation of investment property.
All non-current assets other than financial instruments, deferred tax assets and trade receivables are non-UK based.
Country and sector | Assumption | Movement | Effect on Valuation | Effect on Valuation |
|
|
| 2025 | 2024 |
|
|
| €'000 | €'000 |
the Netherlands - Logistics | Equivalent Yield | +50 basis points Equivalent Yield (2024: +50 basis points Equivalent Yield) | (8,430) | (14,800) |
-50 basis points Equivalent Yield (2024: -50 basis points Equivalent Yield) | 10,258 | 17,600 | ||
ERV | -5% ERV (2024: -5% ERV) | (4,331) | (6,600) | |
+5% ERV (2024: +5% ERV) | 4,505 | 6,600 | ||
Capitalisation | +50 basis points (2024: +50 basis points) | (2,715) | (23,295) | |
France - Logistics | -50 basis points (2024: -50 basis points) | 3,277 | 28,409 | |
Germany - Logistics (2025: disposed) | Discount | +50 basis points (2024: +50 basis points) | (1,920) | (15,507) |
Poland - Logistics (2025: disposed) | -50 basis points (2024: -50 basis points) | 2,006 | 16,267 | |
Spain - Logistics (2025: disposed) | ERV | -5% ERV (2024: -5% ERV) | (1,450) | (13,288) |
+5% ERV (2024: +5% ERV) | 1,443 | 13,206 |
The sensitivity analysis for 2024 and 2025 has been conducted based on 50 basis points variation in capitalisation and discount rates and 5% variation in ERV. This analysis aims to provide a more accurate reflection of the current market environment and its potential impact on property valuations.
10 Trade and other receivables
2025 €'000 | 2024 €'000 | |
Trade debtors | 4,408 | 9,748 |
Bad debt provisions | - | (573) |
Lease incentives | 507 | 3,462 |
Deposit on sale of Investment properties held with notary | 395 | 2,970 |
Tax receivables | 870 | 930 |
VAT receivable | 736 | 455 |
Other receivables | - | 6 |
Total receivables | 6,916 | 16,998 |
Lease incentives include accrued income resulting from the spreading of lease incentives and/or minimum lease payments over the term of the lease. A proportion of this balance relates to periods over 12 months.
The ageing of trade debtors is as follows:
2025 €'000 | 2024 €'000 | |
Less than 6 months | 4,379 | 8,523 |
Between 6 & 12 months | 6 | 79 |
Over 12 months | 23 | 1,146 |
Total receivables | 4,408 | 9,748 |
11 Cash and cash equivalents
2025 €'000 | 2024 €'000 |
| ||
Cash at bank | 47,834 | 25,011 | ||
Total cash and cash equivalents | 47,834 | 25,011 | ||
12 Leasehold liability - arising on held for sale
2025 €'000 | 2024 €'000 | |
Maturity analysis - contractual undiscounted cash flows | ||
Less than one year | 703 | 682 |
One to two years | 703 | 682 |
Two to three years | 703 | 682 |
Three to four years | 703 | 682 |
Four to five years | 703 | 682 |
More than five years | 25,479 | 25,900 |
Total undiscounted lease liabilities | 28,994 | 29,310 |
Lease liability included in the statement of financial position | ||
Current | 24,347 | 682 |
Non - Current | - | 23,717 |
Total lease liability included in the statement of financial position | 24,347 | 24,399 |
On 15 January 2020 the Group acquired a logistics warehouse in Den Hoorn. The property is located on land owned by the local municipality and leased to the Group on a perpetual basis. The Group reserves the option to acquire the freehold ownership on 1 July 2044 for the total sum of €15,983,000. The annual ground lease payments amount to €703,000 per annum (2024: €682,000 per annum), the present value of these future payments (assuming the option to acquire the freehold is exercised) being €24,347,000 as at 31 December 2025 (2024: €24,399,000). Due to reclassification of investment properties into assets held-for sale the lease liability is presented in the current liabilities section.
13 Trade and other payables
| 2025 |
| 2024 | |
| €'000 |
| €'000 | |
Rental income received in advance | 1,542 | 2,496 | ||
Tenant deposits |
| 813 |
| 3,759 |
Notary disposal related deposits | 395 | 3,912 | ||
Trade payables | 2,678 | 2,970 | ||
Accruals | 2,209 | 869 | ||
VAT payable | 1,002 | 743 | ||
Management fee payable | 3,420 | 573 | ||
Total payables |
| 12,059 |
| 15,322 |
14 Bank loans
| 2025 |
| 2024 | |
| €'000 |
| €'000 | |
Bank borrowing drawn | 58,228 | 235,700 | ||
Loan issue costs paid | (6,507) | (6,384) | ||
Accumulated amortisation of loan issue costs | 5,347 | 5,224 | ||
Remeasurement of loan liability | 1,160 | 2,075 | ||
Total bank loans |
| 58,228 |
| 236,615 |
Following the announcement of the managed wind-down the Group intends to repay a number of loans prior to maturity. The amortised cost of bank loans was therefore remeasured and any unamortised balance of loan issue cost was fully amortised as at 31 December 2025.
2025 €'000 | 2024 €'000 | |
Maturity less than 1 year | 34,300 | 140,300 |
Maturity above 1 year | 23,928 | 96,315 |
Total receivables | 58,228 | 236,615 |
The above loans are secured on the following properties on a non-recourse basis.
Country | Property | Lender | Loan (€'000) | Start date | End date | Fixed interest rate (including margin) |
Netherlands | Ede + Waddinxveen | Berlin Hyp | 34,300 | 06/06/2019 | 03/06/2026 | 3.30%* |
Netherlands | Den Hoorn | Berlin Hyp | 23,928 | 14/01/2020 | 14/01/2028 | 1.38% |
58,228 | 2.51% |
* Ede and Waddinxveen loan's interest rate is a variable.
Although the Berlin Hyp loan for Den Hoorn expires in 2028, it is classified as current in the Consolidated Statement of Financial Position because the underlying property is classified as an investment property held for sale.
Reconciliation of movements of liabilities to cash flows arising from financing activities.
Bank borrowings | Bank interest | Financial derivatives | Total | |
€'000 | €'000 | €'000 | €'000 | |
Balance at 1 January 2025 | 236,615 | 25 | 366 | 237,006 |
Cash flow from financing activities: Bank loans interest repaid |
- |
(3,732) |
- |
(3,732) |
Bank loans repaid | (147,272) | - | - | (147,272) |
Payment of lease interest | - | - | - | - |
Non-cash movement: Remeasurement of loan liability |
(915) |
- |
- |
(915) |
Termination of derivative financial instruments | - | - | (164) | (164) |
Changes arising from losing control of subsidiaries | (30,200) | - | - | (30,200) |
Changes in fair value of financial instruments | - | - | (202) | (202) |
Change in creditors for loan interest payable | - | 3,727 | - | 3,727 |
Balance at 31 December 2025 | 58,228 | 20 | - | 58,248 |
Bank borrowings €'000 | Bank interest €'000 | Financial derivatives €'000 | Total €'000 | |
Balance at 1 January 2024 | 256,524 | 16 | 1,690 | 258,230 |
Cash flow from financing activities: Bank loans interest repaid |
- |
(5,134) |
- |
(5,134) |
Bank loans repaid | (23,762) | - | - | (23,762) |
Non-cash movement: Amortisation of capitalised borrowing costs |
1,778 |
- |
- |
1,778 |
Remeasurement of loan liability | 2,075 | - | - | 2,075 |
Termination of derivative financial instruments | - | - | (13) | (13) |
Changes in fair value of financial instruments | - | - | (1,311) | (1,311) |
Change in creditors for loan interest payable | - | 5,143 | - | 5,143 |
Balance at 31 December 2024 | 236,615 | 25 | 366 | 237,006 |
|
15. Derivative financial instruments
| 2025 |
| 2024 | |
| €'000 |
| €'000 | |
Interest rate swap | - | 366 | ||
Balance as at 31 December |
| - |
| 366 |
Following repayment of the loans the company terminated interest rate swaps and cap realising a gain on termination of €164,000.
16. Share capital
| 2025 |
| 2024 | |
| €'000 |
| €'000 | |
Opening balance |
| 4,717 |
| 4,717 |
Balance as at 31 December |
| 4,717 |
| 4,717 |
Ordinary shareholders participate in all general meetings of the Company on the basis of one vote for each share held. Each Ordinary share has equal rights to dividends and equal rights to participate in a distribution arising from a winding up of the Company. The Ordinary shares are not redeemable.
The number of Ordinary shares authorised, issued and fully paid as at 31 December 2025 was 412,174,356 (2024: 412,174,356). The nominal value of each share is £0.01.
17. Share premium
2025 €'000 | 2024 €'000 | |
Opening balance | - | 269,546 |
Cancelling of share premium | - | (269,546) |
Balance as at 31 December | - - | |
On 23 July 2024 Shareholders approved in General Meeting the cancellation of the amount standing to the credit of the Company's Share Premium account. Subsequently, on 24 September 2024, the Court issued a sealed order confirming the proposal to cancel the Share Premium account and the cancellation certificate was registered at Companies House on 26 September 2024.
The implementation of a B Share mechanism was approved by Shareholders on 22 November 2024. As a result, the amount standing to the credit of the Share Premium account of the Company was cancelled and its balance was moved to the Special Distributable Reserve II.
18. Special distributable reserve
| 2025 |
| 2024 | |
| €'000 |
| €'000 | |
Opening balance | 145,016 | 152,099 | ||
Dividends paid | (12,352) | (7,083) | ||
Balance as at 31 December |
| 132,664 |
| 145,016 |
At a General Meeting held on 8 November 2017, a special resolution was passed authorising, conditional on the issue of Ordinary shares by the Company, the amount standing to the credit of the share premium account of the Company following issue to be cancelled. In order to cancel the Share Premium account the Company was required to obtain a Court Order, which was received on 13 March 2018. A Statement of Capital form was lodged at Companies House with a copy of the Court Order on 16 March 2018. With effect from that date the amount of the share premium account cancelled was credited as a Special Distributable Reserve in the Company's books of account.
Further details of the dividends paid from the special distributable reserve are provided in note 7 of the parent company accounts.
Special distributable reserve II | 2025 €'000 | 2024 €'000 |
Opening balance | 269,546 | - |
B shares issued during the year | (61,902) | - |
Return of capital to B shareholders | (185,975) | - |
Cancelling of share premium | - | 269,546 |
Balance as at 31 December | 21,669 | 269,546 |
On 6 November 2024, the Board of the Company announced details of its proposal to implement a B Share mechanism to facilitate the return of capital to Shareholders as part of the managed wind-down. During the year, the Board implemented the B Share mechanism and returned capital to Shareholders by way of a bonus issue of redeemable B Shares (with a nominal value of one penny each), which were immediately redeemed by the Company for cash consideration equal to the amount treated as paid up on the issue of the B Shares. The Board considers this to be one of the fairest and most efficient ways of returning substantial amounts of cash to Shareholders. The use of B Shares enabled the Company to return capital on a strictly pro rata basis, ensuring that no individual Shareholder or group of Shareholders was disadvantaged. B Shares were issued to Shareholders (at no cost to Shareholders) pro rata to their holdings of Ordinary Shares at the time of issue of the B Shares and, shortly thereafter, redeemed and cancelled in accordance with their terms for an amount not exceeding the amount treated as paid up on the issue of the B Shares.
The Company did not allot any fractions of B Shares, and the entitlement of each Shareholder was rounded down to the nearest whole B Share.
The B Shares are non-transferable, non-equity shares that are classified and accounted for as financial liabilities, with limited rights as follows:
Income - The Company's profits available for distribution shall be applied first in paying to the holders of the B Shares (in priority to any payment of dividend to the holders of any other class of shares in the capital of the Company) a fixed rate cumulative preferential cash dividend ("Preferential Dividend") at the rate of 0.01 per cent. per annum on the nominal value of one penny on every B Share held by them, such dividend to be paid annually on the date falling six months after the date on which any B Shares are issued and thereafter on each anniversary of such date ("Fixed Dividend Dates") to the registered holders of B Shares shown in the Register on the relevant Fixed Dividend Date. Every Preferential Dividend shall be distributed to the holders of the B Shares pro rata according to the amounts paid up or credited as paid up on the B Shares held by them respectively and shall be rounded down to the nearest whole penny.
Capital - Except as provided below, on a return of capital on a winding-up (excluding any intra-group reorganisation on a solvent basis), the holders of the B Shares shall be entitled, in priority to any payment to the holders of every other class of share in the capital of the Company, to one penny per B Share held by them. On a winding up, the holders of the B Shares shall not be entitled to any further right of participation in the profits or assets of the Company in excess of that specified in the Income paragraph above. In the event that there is a winding-up and the amounts available for payment are insufficient to pay the amounts due on all the B Shares in full, the holders of the B Shares shall be entitled to their pro rata proportion of the amounts to which they would otherwise be entitled. The aggregate entitlement of each holder of B Shares on a winding-up in respect of all the B Shares held by him shall be rounded down to the nearest whole penny. The holders of the B Shares shall not be entitled to any further right of participation in the profits or assets of the Company in their capacity as holders of B Shares.
Attendance and voting at general meetings - The holders of the B Shares shall not be entitled, in their capacity as holders of such B Shares, to receive notice of any general meeting of the Company nor to attend, speak or vote at any such general meeting nor to vote on a written resolution of the Company.
Below table presents all B share distributions that occurred during 2025.
Special distributable reserve II | Capital redemption reserve | Total | |
€'000 | €'000 | €'000 | |
Balance at 31 December 2024 | 269,546 | - | 269,546 |
First B share distribution - nominal value of B share £0.04 |
|
| |
B shares issued 7 March 2025 | (19,677) | - | (19,677) |
B shares redeemed 7 March 2025 | - | 19,677 | 19,677 |
Return of capital to B shareholders 20 March 2025 | (19,677) | - | (19,677) |
Second B share distribution - nominal value of B share £0.12 |
|
| |
B shares issued 31 July 2025 | (37,689) | (19,677) | (57,366) |
B shares redeemed 31 July 2025 | - | 57,366 | 57,366 |
Return of capital to B shareholders 13 August 2025 | (57,366) | - | (57,366) |
Third B share distribution - nominal value of B share £0.13 |
|
| |
B shares issued 17 September 2025 | (4,536) | (57,366) | (61,902) |
B shares redeemed 17 September 2025 | - | 61,902 | 61,902 |
Return of capital to B shareholders 30 September 2025 | (61,902) | - | (61,902) |
Fourth B share distribution - nominal value of B share £0.10 |
|
| |
B shares issued 17 December 2025 | - | (47,030) | (47,030) |
B shares redeemed 17 December 2025 | - | 47,030 | 47,030 |
Return of capital to B shareholders 30 December 2025 | (47,030) | - | (47,030) |
Balance at 31 December 2025 | 21,669 | 61,902 | 83,571 |
19. Capital reserve
Realised capital €'000 | Unrealised €'000 | Total capital €'000 | |
Opening balance | (7,027) | (67,170) | (74,197) |
Deferred taxation | - | 5,619 | 5,619 |
Change in fair value of investments | - | (10,939) | (10,939) |
Gains on disposal of investment properties | (26,997) | - | (26,997) |
Taxation on disposal of investment properties | (5,814) | - | (5,814) |
Remeasurement of loan liability | 915 | - | 915 |
Amortisation of capitalised borrowing costs | (123) | - | (123) |
Movement in fair value gains on derivative financial instruments | - | (201) | (201) |
Gains arising from the derecognition of derivative financial | 164 | - | 164 |
Management and other fees based on disposal results | (3,040) | - | (3,040) |
Currency gains during the year | - | (337) | (337) |
Balance as at 31 December 2025 | (41,922) | (73,028) | (114,950) |
Realised capital €'000 | Unrealised €'000 | Total capital €'000 | |
Opening balance | 2,951 | (67,151) | (64,200) |
Deferred taxation | - | (771) | (771) |
Change in fair value of investments | (8,629) | 2,345 | (6,284) |
Gains on disposal of investment properties | 35 | - | 35 |
Taxation on disposal of investment properties | (482) | - | (482) |
Remeasurement of loan liability | (915) | - | (915) |
Movement in fair value gains on derivative financial instruments | - | (1,311) | (1,311) |
Gains arising from the derecognition of derivative financial | 13 | - | 13 |
Currency gains during the year | - | (282) | (282) |
Balance as at 31 December 2024 | (7,027) | (67,170) | (74,197) |
20. Revenue reserve
The Group's revenue reserve can be analysed as follows:
2025 |
| 2024 | ||||
|
|
| €'000 |
| €'000 | |
Opening balance | 29,026 | 22,766 | ||||
Result for the financial year | 7,490 | 13,027 | ||||
Dividends paid | (4,258) | (6,767) | ||||
Balance as at 31 December |
|
|
| 32,258 |
| 29,026 |
21. Operating segments
The Group's reportable segments are the geographical areas in which it operates. These operating segments reflect the components of the Group that are regularly reviewed to allocate resources and assess performance.
2025 | Netherlands
€'000 | Poland
€'000 | Germany
€'000 | Spain
€'000 | France
€'000 | Parent company €'000 | Total
€'000 | |
Total assets | 133,250 | 19,139 | - | 8,484 | 57,096 | 17,464 | 235,433 | |
Total liabilities | 84,354 | 2,008 | - | 633 | 5,653 | 4,525 | 97,173 | |
Total comprehensive return for | 4,198 | (885) | 471 | (1,988) | 1,436 | 4,258 | 7,490 | |
the period (revenue) | ||||||||
Total Comprehensive return for | (6,835) | (6,415) | 7,094 | (21,624) | (9,942) | (3,031) | (40,753) | |
the period (capital) | ||||||||
Included in total | ||||||||
comprehensive income | ||||||||
Net change in fair value | (6,894) | - | - | - | (4,045) | - | (10,939) | |
adjustment on investment | ||||||||
property | ||||||||
Rental income | 9,006 | 3,626 | 1,250 | 3,196 | 3,854 | - | 20,932 | |
2024 | Netherlands
€'000 | Poland
€'000 | Germany
€'000 | Spain
€'000 | France
€'000 | Parent company €'000 | Total
€'000 |
Total assets | 210,000 | 95,012 | 61,499 | 205,141 | 84,439 | 5,106 | 661,197 |
Total liabilities | 118,644 | 5,759 | 33,061 | 101,749 | 27,034 | 842 | 287,089 |
Total comprehensive return for | 4,617 | 1,642 | 1,093 | (2,362) | 1,270 | 6,767 | 13,027 |
the period (revenue) | |||||||
Total Comprehensive return for | (3,750) | (1,334) | (4,281) | 4,037 | (4,388) | (281) | (9,997) |
the period (capital) | |||||||
Included in total | |||||||
comprehensive income | |||||||
Net change in fair value | (3,270) | (1,250) | (3,909) | 6,220 | (4,075) | - | (6,284) |
Rental income | 12,062 | 5,368 | 3,296 | 7,038 | 3,735 | - | 31,499 |
22. Financial instruments and investments properties
Fair value hierarchy
IFRS 13 requires the Group to classify its financial instruments held at fair value using a hierarchy that reflects the significance of the inputs used in the valuation methodologies. These are as follows:
Level 1 - quoted prices in active markets for identical investments;
Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc.); and
Level 3 - significant unobservable inputs.
The following table shows an analysis of the fair values of investment properties recognised in the balance sheet by level of the fair value hierarchy:
31 December 2025 | Level 1 €'000 | Level 2 €'000 | Level 3 €'000 | Total fair value €'000 |
Investment properties | - | - | 33,500 | 33,500 |
Investment property held-for-sale | - | - | 145,420 | 145,420 |
31 December 2024 | Level 1 €'000 | Level 2 €'000 | Level 3 €'000 | Total fair value €'000 |
Investment properties | - | - | 497,319 | 497,319 |
Investment property held-for-sale | - | - | 117,609 | 117,609 |
The lowest level of input is the underlying yields on each property which is an input not based on observable market data.
31 December 2025 | Level 1 €'000 | Level 2 €'000 | Level 3 €'000 | Total fair value €'000 |
Derivative financial asset | - | - | - | - |
31 December 2024 | Level 1 €'000 | Level 2 €'000 | Level 3 €'000 | Total fair value €'000 |
Derivative financial asset | - | 366 | - | 366 |
The lowest level of input is EUR:GBP exchange rate for forward foreign currency contracts. The lowest level of inputs for Interest rate SWAPs and Caps are current market interest rates and yield curve over the remaining term of the instrument.
31 December 2025 | Level 1 €'000 | Level 2 €'000 | Level 3 €'000 | Total fair value €'000 |
Bank loans | - | 57,713 | - | 57,713 |
31 December 2024 | Level 1 €'000 | Level 2 €'000 | Level 3 €'000 | Total fair value €'000 |
Bank loans | - | 235,580 | - | 235,580 |
Bank loans are measured at amortised cost. The fair value is estimated using discounted cash flows with the current interest rates and yield curve applicable to each loan. As at 31 December 2025 the estimated fair value of the Group's bank loans is €57,713,000 (2024: €235,580,000). The amortised cost is €58,228,000 (2024: €236,615,000).
23. Risk management
The Group's financial instruments comprise securities and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Group also has the ability to enter into derivative transactions in the form of forward foreign currency contracts, futures and options, for the purpose of managing currency and market risks arising from the Group's activities. The Group also has the ability to enter into derivative transactions to hedge against fluctuations in the cost of borrowing as a result of changes in interest rates.
The main risks the Group faces from its financial instruments are (a) market price risk (comprising of (i) interest rate risk, (ii) foreign currency risk and (iii) other price risk), (b) liquidity risk and (c) credit risk.
(a) Market price risk
The fair value or future cash flows of a financial instrument held by the Group may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, foreign currency risk and other price risk.
(i) Market risk arising from interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions.
Interest risk profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the year-end were as follows:
As at 31 December 2025 | Interest rate % | Local currency '000 | Foreign exchange rate | Euro equivalent €'000 |
Assets: | ||||
Euro | 2.00 | 46,716 | 1.00 | 46,716 |
Pound Sterling | 3.75 | 370 | 0.87 | 425 |
Polish Zloty | 4.00 | 2,930 | 4.27 | 693 |
Total | 47,834 |
As at 31 December 2024 | Interest Rate % | Local currency '000 | Foreign exchange rate | Euro equivalent €'000 |
Assets: | ||||
Euro | 3.00 | 20,510 | 1.00 | 20,510 |
Pound Sterling | 4.75 | 3,471 | 0.83 | 4,182 |
Polish Zloty | 5.25 | 1,344 | 4.27 | 319 |
Total | 25,011 |
The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.
An increase of 100bps in interest rates as at the reporting date would have increased the reported profit and equity shareholders' funds by €478,340 (2024: €250,110). Other Comprehensive Income and Capital Reserves would have been €nil (2024: €589,387) higher as a result of an increase in the fair value of the derivative designated as interest rate swaps and €nil (2024: €7,597) higher as a result of an increase in the fair value of the derivative designated as interest rate caps on floating rate borrowings.
A decrease of 100bps in interest rates would have reduced the reported profit and equity shareholders' funds by €478,340 (2024: €250,110). Other Comprehensive Income and the Capital Reserve would have been €nil (2024: €589,387) lower as a result of a decrease in the fair value of the derivative designated as interest rate swaps and €nil (2024: €572) lower as a result of a decrease in the fair value of the derivative designated as interest rate caps on floating rate borrowings.
Other financial assets and liabilities (e.g. debtors, creditors) are not subject to interest rate risk. The rates of interest on the bank loans are fixed or hedged until the end of their term hence not subject to any interest rate risk. Further details are disclosed in note 14.
Market risk arising from foreign currency risk
The income and capital value of the Groups investments and liabilities can be affected by exchange rate movements as some of the Group's assets and income are denominated in currencies other than Euro which is the Group's reporting currency.
The revenue account is subject to currency fluctuation arising from overseas income.
Foreign currency risk profile
Foreign currency risk profile by currency of denomination:
As at 31 December 2025 | Net monetary exposure €'000 | Total currency exposure €'000 |
Pound Sterling | 157 | 157 |
Złoty | 693 | 693 |
Total foreign currency | 850 | 850 |
Euro |
(41,510) |
(41,510) |
Total | (40,660) | (40,660) |
As at 31 December 2024 | Net monetary exposure €'000 | Total currency exposure €'000 |
Pound Sterling | 3,704 | 3,704 |
Złoty | 319 | 319 |
Total foreign currency | 4,023 | 4,023 |
Euro |
(244,843) |
(244,843) |
Total | (240,820) | (240,820) |
The asset allocation between specific markets can vary from time to time based on the Investment Manager's opinion of the attractiveness of the individual markets.
Foreign currency sensitivity
The following table details the Group's sensitivity to a 10% increase and decrease in Sterling and Polish Zloty against the Euro and the resultant impact that any such increase or decrease would have on net return before tax and equity shareholders' funds. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign exchange rates.
As at 31 December 2025 €'000 | As at 31 December 2024 €'000 | |
Polish Złoty | 69 | 32 |
Pound Sterling | 16 | 370 |
(iii) Market risk arising from other price risk
Other price risks (i.e. changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments. The carrying amount for financial assets approximates to the fair value of trade and other receivables (note 10) and trade and other payables (note 13).
Other price risk sensitivity
If the investment property valuation fell by 10% at 31 December 2025, the decrease in total assets and return before tax would be €16m (2024: €59m). If the investment property valuation rose by 10% at 31 December 2025, the increase in total assets and return before tax would be €16m (2024: €59m). Exposures vary throughout the year as a
consequence of changes in the net assets of the Group arising out of the investment property and risk management processes.
(b) Liquidity risk
This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. All creditors are payable within three months.
The Group's liquidity risk is managed by the Investment Manager placing cash in liquid deposits and bank accounts. Liquidity risk is the risk that the Group will encounter in realising assets or otherwise raising funds to meet financial commitments.
The level of dividends and other distributions to be paid by the Group may fluctuate and there is no guarantee that any such distributions will be paid.
Following the announcement of the managed wind-down and as the Group progresses with the disposal of properties, its ability to generate income will diminish. Consequently, the Group has revised its dividend policy to align with the reduced income levels. Therefore, liquidity risk is not considered to be significant.
(c) Credit risk
This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the Group suffering a loss.
The risk is not considered significant by the Board, and is managed as follows:
The Group has acquired a portfolio of European logistics properties and has a number of leases with tenants. In the event of default by a tenant, the Group will suffer a rental shortfall and incur additional costs until the property is re-let, including legal expenses, in maintaining, insuring and re-letting the property. The Board receives regular reports on concentrations of risk and any tenants in arrears. The Investment Manager monitors such reports in order to anticipate and minimise the impact of defaults by tenants. Cash is held only with reputable financial institutions with high quality external credit ratings.
None of the Group's financial assets is secured by collateral.
The maximum credit risk exposure as at 31 December 2025 was €54.2m (2024: €38.5m). This was due to trade receivables and cash as per notes 10 and 11.
All cash is placed with financial institutions with a credit rating of -A or above. Bankruptcy or insolvency may cause the Group's ability to access cash placed on deposit to be delayed or limited. Should the credit quality or the financial position of the financial institutions currently employed significantly deteriorate, the Investment Manager would move the cash holdings to another financial institution. There are no significant concentrations of liquidity risk within the Group.
(d) Taxation and Regulation risks
The Company must comply with the provisions of the Companies Act and, as the shares are admitted to the closed ended investment funds segment of the Official List, the Listing Rules and the Disclosure Guidance and Transparency Rules. A breach of the Companies Act could result in the Company and/or the Board being fined or being the subject of criminal proceedings. Breach of the Listing Rules could result in the shares being suspended from listing. Legal and regulatory changes could occur that may adversely affect the Company. The Company has obtained UK Investment Trust Company status. The Company must comply with the provisions of sections 1158 and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of Statutory Instruments 2011/2999 to maintain this status. Breaching these regulations could result in the Company paying UK Corporation Tax it would otherwise be exempt from, adversely affecting the Company's ability to pursue its investment objective.
Capital management
The Group considers that capital comprises issued Ordinary shares and borrowings. Following Shareholder approval of the revised Investment Policy on 23 July 2024, the Group entered a managed wind-down phase and accordingly its capital management objectives, policies and risk profile have changed.
The Group's primary capital risk management objective is to maximise returns to Shareholders through the orderly realisation of the assets in its portfolio, while ensuring that the Group retains sufficient liquidity to meet its ongoing operational requirements and financial obligations as they fall due throughout the wind-down period. Capital is therefore managed with a focus on preserving value, maintaining appropriate liquidity, limiting financial risk and facilitating timely returns of capital to Shareholders.
In accordance with the revised Investment Policy, the Group has ceased making new commercial real estate acquisitions. Capital expenditure is permitted only where the Board considers it necessary or desirable in connection with the realisation of the portfolio, primarily where such expenditure is required to protect or enhance an asset's realisation value.
Net proceeds from asset disposals are used to repay borrowings and fund returns of capital to Shareholders, net of the Group's ongoing operating and wind-down costs. From time to time, the Group may hold surplus cash, for example following the disposal of an investment. Pending return to Shareholders, such surplus cash is expected to be held as cash on deposit or invested in liquid, low-risk instruments, including cash equivalents and money market instruments, bonds, commercial paper or other debt obligations with financial institutions or counterparties having a single-A (or equivalent) or higher credit rating, as determined by an internationally recognised rating agency, or in government and public securities as defined for the purposes of the FCA rules.
The Group does not anticipate entering into new borrowing arrangements during the wind-down period, although limited borrowing may be used where required for efficient liquidity or balance sheet management. The Board monitors the Group's capital structure and gearing on an ongoing basis, having regard to forecast disposal proceeds, liquidity requirements and the timing and quantum of anticipated returns to Shareholders, to ensure alignment with the revised Investment Policy and the orderly execution of the wind-down.
The Group monitors capital primarily through regular financial reporting and also through a gearing policy. The Group used gearing to improve shareholder returns. Debt is typically secured at the asset level and potentially at the Group level with or without a charge over some or all of the Group's assets, depending on the optimal structure for the Group and having consideration to key metrics including lender diversity, cost of debt, debt type and maturity profiles. Borrowings is typically non-recourse and secured against individual assets or groups of assets and the aggregate borrowings at asset level will always be subject to an absolute maximum, calculated at the time of drawdown for a property purchase, of 50 per cent. of Gross Assets. Where borrowings are secured against a group of assets, such group of assets shall not exceed 25 per cent. of Gross Assets in order to ensure that investment risk remains suitably spread. The Board has established gearing guidelines for the Investment Manager in order to maintain an appropriate level and structure of gearing within the parameters set out above. Under these guidelines, aggregate borrowings at asset level are expected to be at or around 35 per cent. of gross assets. The Board will keep the level of borrowings under review and the aggregate borrowings will always be subject to the absolute maximum set at the time of the Group's launch, calculated at the time of drawdown for a property purchase, of 50 per cent of Gross Assets. The carrying value of the Groups bank borrowings as at 31 December 2025, excluding any early repayment penalty costs, was €58,228,000 (2024: €235,700,000).
Contractual undiscounted maturities
All financial liabilities presented as current are payable within 12 months. The analysis of financial liabilities is below:
| Within 1 year |
| 1-2 years |
| 2-5 years |
| Over 5 years |
| Total |
As at 31 December 2025 | €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 |
Bank loans | 35,108 | 330 | 24,271 | - | 59,379 | ||||
Lease liability | 703 | 703 | 2,110 | 25,478 | 28,994 | ||||
Trade liabilities | 12,059 | - | - | - | 12,059 | ||||
Total | 47,870 |
| 1,033 |
| 26,051 |
| 25,478 |
| 100,432 |
| |||||||||
| Within 1 year |
| 1-2 years |
| 2-5 years |
| Over 5 years |
| Total |
As at 31 December 2024 | €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 |
Bank loans | 143,764 | 35,523 | 62,955 | - | 242,242 | ||||
Lease liability | 682 | 682 | 2,046 | 25,900 | 29,310 | ||||
Trade liabilities | 15,322 | - | - | - | 15,322 | ||||
Total | 159,768 |
| 36,205 |
| 65,001 |
| 25,900 |
| 286,874 |
24. Related party transactions
The Company's Alternative Investment Fund Manager ('AIFM') throughout the year was abrdn Fund Managers Limited ("aFML"). Under the terms of a Management Agreement dated 17 November 2017 the AIFM is appointed to provide investment management services, risk management services and general administrative services including acting as the Company Secretary.
Under the terms of the agreement portfolio management services are delegated by aFML to abrdn Investments Ireland Limited ('aIIL'). Effective 1 August 2024 the Company has paid lower management fees at the rate of 0.5% (reduced from 0.75%) and additional disposal fees between 0.65% and 0.75% depending on the net disposal proceeds realised on the sale of investment properties. Disposal fees can only be paid once 80% of the portfolio has been sold with the remaining 20% payable once the entire portfolio has been sold. In addition, with effect from 23 July 2024, the Management Agreement became terminable by the Company or aFML on not less than three months' notice with such notice not to be served before 31 March 2025. The total management fees charged to the Consolidated Statement of Comprehensive Income during the year were €4,180,000 (2024: €2,508,000), of which €3,420,000 (2024: €573,000) was payable at the year end. Under the terms of a Global Secretarial Agreement between aFML and abrdn Holdings Limited ('aHL'), company secretarial services are provided to the Company by aHL.
A promotional and marketing budget fee of £95,000 (2024: £114,000) was approved for 2024/2025 at the July 2024 Board meeting which is payable to abrdn Investment Management Limited ('aIML'). As at 31 December 2025 £90,250 was payable (31 December 2024: £96,418). This fee reduced to zero effective from 1 April 2026.
The remuneration of Directors is detailed below. Further details on the Directors can be found on pages 39 to 43 of the published Annual Report and Financial Statements for the year ended 31 December 2025.
2025 €'000 | 2024 €'000 | |
Tony Roper | 69 | 66 |
Caroline Gulliver | 53 | 51 |
John Heawood | 45 | 43 |
Diane Wilde | - | 20 |
Balance as at 31 December | 167 | 180 |
Please note the above figures are all Euro, while those in the Directors' remuneration report are stated in GBP.
The Directors' shareholdings are detailed below.
| 31 December 2025 Ordinary shares |
| 31 December 2024 Ordinary shares | |
Tony Roper | 122,812 | 122,812 | ||
Caroline Gulliver | 90,000 | 90,000 | ||
John Heawood | 60,000 | 60,000 |
25. Lease analysis
The group leases out its investment properties under operating leases.
The future income under operating leases, based on the unexpired lease length at the year-end was as follows (based on total rents and excluding annual CPI adjustments).
2025 €'000 | 2024 €'000 | |
Less than one year | 10,996 | 32,437 |
Between one and two years | 10,981 | 30,474 |
Between two and three years | 10,830 | 28,802 |
Between three and four years | 10,830 | 27,508 |
Between four and five years | 6,964 | 25,084 |
Over five years | 23,692 | 100,845 |
Total cash and cash equivalents | 74,293 | 245,150 |
The Group entered into commercial property leases on its investment property portfolio. These leases had remaining lease terms of between 1 and 16 years.
26. Proceeds from disposal of subsidiary
The Group disposed of four subsidiaries during 2025. The following table summarises the disposal date fair value of each major classes of consideration transferred and realised result on the disposal.
Erlensee €'000 | Flörsheim €'000 | Madrid Logistics 1 €'000 | Madrid Logistics 2 €'000 | Total 2025 €'000 | |
Total consideration received | 16,808 | 18,172 | 101,577 | 44,147 | 180,704 |
Amount of consideration received in cash | 16,626 | 18,100 | 100,619 | 43,221 | 178,566 |
Amount to be received/(paid) | (277) | (193) | 845 | 662 | 1,037 |
Cash and cash equivalents disposed | 459 | 265 | 113 | 264 | 1,101 |
Effect on each major class of assets and liabilities: | |||||
Investment properties | 35,161 | 31,975 | 103,646 | 45,030 | 215,812 |
Trade and other receivables | 428 | (107) | 1,092 | 485 | 1,898 |
Other assets | - | - | 12 | - | 12 |
Trade and other payables | 861 | 385 | 3,286 | 1,632 | 6,164 |
Bank loans | 17,800 | 12,400 | - | - | 30,200 |
Deferred tax liability | 579 | 1,176 | - | - | 1,755 |
Amount of gain/(loss) recognised | (281) | 7,032 | (7,769) | (13,742) | (14,760) |
27. Post balance sheet events
On 12 January 2026 the Company announced that it had received a requisition request from DL Invest Group ISR SARL ("DL Invest"), the Company's largest Shareholder, requiring the Directors to convene a general meeting of the Company. Following the requisitioned general meeting, which was held on Friday 20 February 2026, the Board announced that neither of the resolutions proposed by DL Invest had been passed.
On 23 January 2026, the Group completed the sale of an asset located in France for a consideration of approximately €7.9 million.
On 28 February 2026, Israel and the United States launched a military offensive against Iran. This geopolitical event has caused global market disruption, with heightened uncertainty surrounding the potential short and medium-term implications for investment markets. The conflict did not impact real estate valuations as at 31 December 2025, being the financial year-end for the Group. However, the outlook for markets remains volatile and continues to be monitored. As at the date of reporting, no negative impacts on the Group have been observed.
On 13 March 2026, the Group completed the sale of its warehouse located in Waddinxveen, the Netherlands. The asset has been sold for a consideration of €35 million. Following this sale, the entire loan with Berlin Hyp of €34.3 million, expiring in June 2026, was repaid.
On 19 March 2026, the Group completed the sale of its warehouse located in Noves, near Avignon, France. The asset has been sold for a consideration of €47.5 million.
28. Capital commitments
As at the 31 December 2025 the Group had capital commitments of €nil (2024: €nil).
29. Ultimate parent company
In the opinion of the Directors on the basis of shareholdings reviewed by them, the Company has no immediate or ultimate controlling party.
Corporate Information
Alternative Investment Fund Managers Directive Disclosures (Unaudited)
Alternative Investment Fund Managers Directive Disclosures (Unaudited)
abrdn Fund Managers Limited and the Company are required to make certain disclosures available to investors in accordance with the Alternative Investment Fund Managers Directive ('AIFMD'). Those disclosures that are required to be made pre-investment are included within a pre-investment disclosure document ('PIDD') which can be found on the Company's website eurologisticsincome.co.uk. There have been no material changes to the disclosures contained within the PIDD since its last publication in May 2025.
The periodic disclosures as required under the AIFMD to investors are made below:
· Information on the investment strategy, geographic and sector investment focus and principal stock exposures are included in the Strategic Report.
· None of the Company's assets are subject to special arrangements arising from their illiquid nature.
· The Strategic Report, note 22 to the financial statements and the PIDD together set out the risk profile and risk management systems in place. There have been no changes to the risk management systems in place in the period under review and no breaches of any of the risk limits set, with no breach expected.
· There are no new arrangements for managing the liquidity of the Company or any material changes to the liquidity management systems and procedures employed by aFML.
All authorised Alternative Investment Fund Managers are required to comply with the AIFMD Remuneration Code. In accordance with the Remuneration Code, the Company's AIFM remuneration policy is available from the Company Secretaries, abrdn Holdings Limited on request (see contact details on page 107 of the published Annual Report and Financial Statements for the year ended 31 December 2025.) and the numerical remuneration in the disclosures in respect of the AIFM's reporting period for the year ended 31 December 2025 are available on the Company's website.
Leverage
The table below sets out the current maximum permitted limit and actual level of leverage for the Company:
Gross method | Commitment method | |
Maximum level of leverage | 365.0% | 185.0% |
Actual level at 31 December 2025 | 112.2% | 112.2% |
There have been no breaches of the maximum level during the period and no changes to the maximum level of leverage employed by the Company. There is no right of re-use of collateral or any guarantees granted under the leveraging arrangement. Changes to the information contained either within this Annual Report or the PIDD in relation to any special arrangements in place, the maximum level of leverage which aFML may employ on behalf of the Company; the right of use of collateral or any guarantee granted under any leveraging arrangement; or any change to the position in relation to any discharge of liability by the Depositary will be notified via a regulatory news service without undue delay in accordance with the AIFMD.
The information above has been issued by abrdn Investments Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom. abrdn Investments Limited is entered on the Financial Services Register under registration number 121891.
The Annual Report will be posted to shareholders in early May 2026 and additional copies will be available from the registered office of the Company and on the Company's website, eurologisticsincome.co.uk*
Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.
*Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.
abrdn Holdings Limited
Company Secretary
21 April 2026
Related Shares:
Abrdn Euro Log