29th Sep 2015 07:00
29 September 2015
Secure Income REIT Plc
(the "Company" or the "Group")
Interim results for the six months ended 30 June 2015
Introduction of distribution in 2016 following significant progress with £903 million of new financing and £382 million of asset sales
Secure Income REIT Plc (AIM: SIR), the specialist long term income REIT, today announces its interim results for the six months ended 30 June 2015 and provides an update on activities since the period end.
Highlights:
• New long term financing arrangements in place after 30 June 2015 totalling £903 million:
- reducing interest cost by 23% from 6.8% to 5.2% per annum;
- extending term to maturity from less than two years to nine years on significantly improved terms; and
- facilitating initiation of distribution payments
• Intention to pay distributions commencing in autumn 2016, currently expected to reflect a yield exceeding 4% on 30 June 2015 pro forma EPRA NAV with attractive compound growth prospects ahead of inflation
• Asset sales in the period of £382 million at c. 8% above 31 December 2014 book values, comprising the sales of the freehold of Madame Tussauds in London for £332 million and the New Hall hospital in Salisbury for £50 million
• Pro forma EPRA NAV† of 275.3 pence per share, up 6.5% after incurring early debt repayment costs amounting to 14% of EPRA NAV as at 30 June 2015
• Pro forma loan to value ratio† of 62%, down from 70% at 31 December 2014 and 80% at listing in June 2014
• Portfolio valuation up 6% since 31 December 2014 to £1.3 billion; net initial yield 5.3% and equivalent yield 6.4%
• Weighted average unexpired lease term of 24 years; all rents subject to annual uplifts either at fixed rates or upwards only RPI linked terms
• Passing rent of £76 million as at 30 June 2015, secured entirely against major global multi billion pound quoted businesses
| 30 June 2015 | 31 December 2014 | Change since 31 December 2014 |
EPRA net asset value | £496.4m† | £466.2m | 6.5%† |
EPRA net asset value per share | 275.3p† | 258.5p | 6.5%† |
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Net asset value | £475.5m | £344.3m | 38% |
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Adjusted EPRA earnings per share | 3.4p | 6.7p | n/a |
† pro forma figures are adjusted for completion of the sale of Madame Tussauds and the refinancing of the Group's entire debt, which have occurred since the balance sheet date. Pro forma adjustments amounting to a 41 pence per share EPRA NAV reduction are shown in the Investment Adviser's Report.
Martin Moore, Independent Non-Executive Chairman of the Company, commented: "Since the start of the year we have secured over £900 million of new financing that, together with proceeds from selective asset sales, replaces our existing debt in its entirety, resulting in significantly lower leverage and a debt package with lower cost and longer maturity. As of autumn next year we will be in a position to begin making attractive cash distributions, thereby providing early delivery on our IPO objective. We believe that in the current environment there is a shortage of investment opportunities which provide secure and growing income combined with a good prospect of capital preservation. Our portfolio, let to multi-billion pound covenants for an average of over 24 years with annual uplifts in rental, provides a compelling opportunity for investors and we look to the future with confidence."
ENQUIRIES:
Prestbury Investments LLP Tel: 020 7647 7647
Nick Leslau
Mike Brown
Sandy Gumm
FTI Consulting Tel: 020 3727 1000
Richard Sunderland
Stifel Nicolaus Europe (Nominated Adviser and Broker) Tel: 020 7710 7600
David Arch
Tom Yeadon
Notes to Editors
About Secure Income REIT
Secure Income REIT Plc floated as a Real Estate Investment Trust on the AIM segment of the London Stock Exchange in June 2014. Upon Admission, the Company had a share price of 174p, representing a market capitalisation of £293 million, which has subsequently grown to c. £450 million.
The Company specialises in generating long term, inflation protected, secure income from real estate investments. Its investment strategy is designed to satisfy investors' growing requirements for high quality, safe, inflation protected income flows.
In its unaudited interim results for the six months ended 30 June 2015 the Company reported gross assets of £1.3 billion and, with a weighted average unexpired lease term of 24 years across its portfolio, all with annual fixed or RPI rental uplifts, the Company has one of the longest income profiles in the quoted property sector.
The Company's Board is chaired by Martin Moore and comprises three further independent Directors in Leslie Ferrar, Jonathan Lane and Ian Marcus, as well as three members of the Prestbury team in Nick Leslau, Mike Brown and Sandy Gumm.
The Company is externally managed by Prestbury Investments LLP which was also external manager to Max Property Group Plc until August 2014, when it was sold to Blackstone Group.
Forward looking statements
This document includes forward looking statements which are subject to risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that if risks and uncertainties materialise, or if the assumptions underlying any of these statements prove incorrect, the actual results of operations and financial condition of the Group may differ materially from those made in, or suggested by, the forward looking statements. Other than in accordance with its legal or regulatory obligations, the Company undertakes no obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward looking statements to reflect events that occur or circumstances that arise after the date of this document.
Chairman's Statement
Dear shareholder,
During 2015 we have made significant progress at Secure Income REIT through a combination of selective disposals and a complete debt refinancing, which have together reduced the Group's leverage and cost of debt. These two initiatives have helped transform Secure Income REIT into a company which is in a position to begin making cash distributions as of autumn next year, thereby delivering on our objective at listing of creating a company which offers investors a growing distribution derived from a portfolio of high quality assets generating long term income from exceptionally strong tenants.
The two sales during the period were the freehold of Madame Tussauds in London, which was sold for £332.4 million reflecting a net initial yield of 4.5%, and New Hall hospital in Salisbury, which was sold for £49.8 million reflecting a net initial yield of 5.3%. The sale prices achieved were 8% above December 2014 book values and represented an important step on the way to securing new financing and positioning the Company to become a distribution paying REIT.
In August and September we secured over £900 million of new financing, completely replacing our original debt, extending our weighted average term to maturity by over seven years to nine years, and reducing our annual interest cost by 155 basis points, or 23%, down to 5.2%.
These initiatives place the Company in a position to begin making cash distributions commencing with an interim payment in autumn 2016, and targeting an annual payout which would equate to a distribution yield in excess of 4% based on our 30 June 2015 pro forma EPRA NAV of 275.3 pence per share. Given that every property in our current portfolio has the benefit of an annual RPI review or fixed increases in rent, distributions should be able to grow above the currently forecast level of inflation at an attractive rate.
The Board is now actively engaged with the Company's six major shareholders to discuss how best to widen the investor base. This would create more liquidity in the shares, ensure that the Company is better placed for expansion when the time is right, and enable it to continue to qualify under UK REIT rules.
Results and financial position
The pro forma EPRA NAV, adjusted for completion of the sale of Madame Tussauds and the refinancing of all of the Group's debt, both of which have occurred since the balance sheet date, is 275.3 pence per share, which represents a 6.5% increase since 31 December 2014.
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| £m | Pence per share |
EPRA NAV at 1 January 2015 |
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| 466.2 | 258.5 |
Investment property revaluation |
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| 76.6 | 42.4 |
Profit on sale of investment properties |
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| 24.0 | 13.3 |
Rental income less finance and administrative costs |
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| 9.1 | 5.1 |
Costs of early repayment of debt facilities on sale of New Hall |
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| (3.7) | (2.0) |
Currency translation movements |
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| (1.9) | (1.1) |
Tax |
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| (0.2) | (0.1) |
EPRA NAV at 30 June 2015 |
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| 570.1 | 316.1 |
Costs of early repayment of debt facilities on sale of Madame Tussauds and refinancing |
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| (73.7) | (40.8) |
Pro forma EPRA NAV |
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| 496.4 | 275.3 |
Adjusted EPRA EPS for the six months to 30 June 2015 was 3.4 pence per share compared to 6.7 pence per share for the nine months to 31 December 2014 (with the 2014 comparative period including two months prior to listing).
In the six months to the end of June 2015, the portfolio valuation rose by 6% to £1.3 billion, showing a net initial yield of 5.3% and an equivalent yield of 6.4%. The Group enjoys an exceptional level of income security with financially strong covenants and a weighted average unexpired lease term of over 24 years. 58% of our rent roll is guaranteed by Ramsay Health Care Limited, listed on the Australian Stock Exchange with a market capitalisation of £5.6 billion and one of the five largest private hospital groups in the world. A further 39% of rents are guaranteed by Merlin Entertainments Plc, a FTSE 100 constituent with a market capitalisation of £3.8 billion, the largest operator of visitor attractions in Europe and the second largest in the world. The remainder of our rent roll is guaranteed by Orpea SA, the European leader in dependency care, listed on Euronext Paris with a market capitalisation of £3.1 billion.
As important as the security of income is its potential to grow. Two thirds of our rent roll is subject to annual fixed uplifts (ranging from 2.75% to 3.34%) and the remaining third is subject to annual RPI upward only reviews. This combination of long and safe income duration with rising rents is not only well sought after in the current market but proved highly resilient in difficult economic circumstances, with the portfolio showing an unlevered total return some 6.5% per annum higher than the IPD UK Quarterly Index during its period of private ownership from purchase in mid-2007 to listing in 2014. Such resilience is a comfort at a time of increased economic uncertainty.
Outlook
We have seen elevated levels of stock market volatility in recent weeks with the FTSE 100 now down 7% over the last two years. Fixed interest investments have fared better overall but offer meagre levels of income return with yields ranging from 0.6% in Germany to 2.2% in the US for government bonds of 10 year maturity. Those seeking inflation protection need to pay heavily with index linked gilts yielding minus 0.8%. At such historically low levels of yields, bonds are particularly vulnerable to falls in value should interest rates normalise, QE programmes unwind or investors take fright at the growing level of government indebtedness. In the meantime, UK interest rates have sat for more than six years at their lowest ever level since the Bank of England's inception in 1694.
This presents a challenging environment for investors with a shortage of investment opportunities able to provide a reasonable level of secure and growing income combined with a good prospect of capital preservation. However, the Group's portfolio provides exactly this and, following the asset sales and the refinancing, the Group is now in a strong position to commence distributions next autumn and the Board views the future with confidence.
Martin Moore
Chairman
29 September 2015
Investment Adviser's Report
Prestbury Investments LLP is the investment adviser to Secure Income REIT Plc and is pleased to report on the operations of the Group for the six months ended 30 June 2015.
Given the significance of the asset sales and refinancing completed after the period end, we have addressed these matters first before turning to a review of the underlying portfolio.
Pro forma adjustments for Madame Tussauds sale and new financing
Since 30 June 2015, the sale of Madame Tussauds London has completed and the Group's entire debt portfolio has been refinanced with three new long term, fixed rate, non-recourse facilities.
The sale of Madame Tussauds exchanged unconditionally prior to the balance sheet date so the results for the six months ended 30 June 2015 include the profit realised on sale of £20.8 million over the 31 December 2014 book value. The £332.4 million sale consideration, which was received on 25 August 2015, is shown on the balance sheet as a receivable.
As the new financing arrangements and the completion of the sale of Madame Tussauds, together with the associated debt repayment and interest rate swap termination, occurred after the balance sheet date, these transactions cannot be reflected in the results for the six months ended 30 June 2015. As they are material transactions, however, we have shown below the relevant adjustments to present a pro forma EPRA NAV in order to provide a better understanding of the current financial position of the Group.
| 30 June 2015 £m | Completion of Madame Tussauds sale £m | Completed financing and debt repayment £m | Committed financing and debt repayment £m | Pro forma 30 June 2015 £m | 31 December 2014 £m |
Investment properties | 1,346.9 | - | - | - | 1,346.9 | 1,625.4 |
Madame Tussauds sale proceeds receivable | 332.4 | (332.4) | - | - | - | - |
Free cash | 10.3 | 330.4 | (284.1) | (8.1) | 48.5 | 13.5 |
Secured cash | 25.7 | - | - | - | 25.7 | 25.3 |
Secured liabilities | (1,108.9) | - | 220.0 | (13.7) | (902.6) | (1,157.3) |
Other net liabilities | (36.3) | 2.0 | 8.5 | 4.9 | (22.1) | (40.7) |
EPRA NAV | 570.1 | - | (55.6) | (18.1) | 496.4 | 466.2 |
EPRA NAV per share | 316.1p |
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| 275.3p | 258.5p |
Net LTV | 64% |
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| 62% | 70% |
The adjustment for the sale of Madame Tussauds reflects receipt of the cash consideration and payment of the costs of sale. The net proceeds received were applied in part to debt repayment and associated interest rate swap breakage costs which are reflected within the "completed financing and debt repayment" adjustment.
The new financing arrangements comprise three separate ring-fenced facilities in order to provide a spread of risk and to achieve improved financing terms. The "completed financing and debt repayment" adjustment includes the completion of the two new secured loans announced on 9 September 2015. The "committed financing and debt repayment" represents a secured loan entered into on 25 September 2015, which is expected to be drawn on 2 October 2015 subject to satisfaction of customary drawdown conditions. The impact of these transactions on the Group includes:
· weighted average cost of debt reduced from 6.8% to 5.2% per annum;
· weighted average term to maturity increased from under two years to nine years;
· term to first debt expiry increased from under two years to seven years; and
· while there remains some scheduled amortisation there are no full cash sweeps, freeing up cash flow to service distributions
As noted in the Chairman's Statement in the Group's results announcement on 12 March 2015, any acceleration of repayment of the loan facilities previously in place results in costs arising from the early debt repayment, including on termination of the relevant interest rate swaps. The sales of New Hall hospital and Madame Tussauds between them resulted in the early repayment of £252.8 million of debt and £22.2 million of swap termination costs. The three new loan facilities will result in the repayment of the balance of £897.3 million of the existing facilities and the payment of swap break and other loan costs expected to amount to £80.5 million. This includes an estimated £22.3 million of break costs that will not crystallise until the last of the three facilities is drawn, which is expected to be on 2 October 2015. However, prior to embarking on the early debt repayments, the Board first sought agreement with the previous lender, Bank of Scotland Plc, to share the early termination costs, mindful of the benefits to the lender of early repayment. Consequently, the early termination costs have been reduced by a total of £27.5 million to a net £75.2 million.
The net early termination costs will be reported within the Group's financing costs for the year ended 31 December 2015. As the balance sheet already records interest rate derivatives at their market values, there is a minimal impact on the reported net asset value as a result of the swap terminations, but the Group's EPRA NAV is reduced by £77.4 million or 43 pence per share, being those early termination costs net of deferred tax and other finance fees written off.
The early repayment of debt and its replacement with lower cost, longer term financing has transformed the Group's overall cost of debt, saving an estimated £14.0 million in annual interest costs on the £902.6 million of debt in place under the new financing arrangements.
Each new facility is self-contained, with no cross default provisions between them, and the key terms are as follows:
| Healthcare 1 | Healthcare 2 | Leisure |
Loan principal | £220.0m | £315.6m | £367.0m* |
Number of assets securing loan | 9 | 11 | 6 |
Fair value of secured properties at 30 June valuations | £372.0m | £462.5m | £512.4m |
Gross LTV at drawdown | 59.1% | 68.2% | 71.6% |
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Fixed interest rate | 4.29% | 5.30% | 5.72% |
First LTV test | September 2019 | September 2016 | July 2018 |
Amortisation per annum assuming full covenant compliance | £1.0m | £3.2m | £3.7m (years 6 and 7) |
Final repayment date | September 2025 | September 2025 | October 2022 |
* comprising a £316.8 million sterling loan secured on the UK assets and a €71.8 million Euro denominated loan secured on the German assets (translated at the actual rate of £1: €0.6992 at the date of drawdown) with the two loans cross-collateralised.
Each facility has been designed so that if the breach of any financial covenant could result in a default or cash trap, there are currently appropriate levels of headroom over those covenants. Cure rights, including the injection of cash or acceptable property assets into the borrowing structure, also exist to allow remedial action to be taken if possible.
The loans are subject to minimum interest cover levels. The extent to which financial covenants are tested varies across the portfolios, with the aim of protecting the Group as far as possible from movements in investment property valuations which are not related to changes in the rental cash flows. By value 35% of the Group's new £902.6 million debt is subject to annual LTV tests, with a further 24% not tested for LTV until September 2019 and the remaining 41% not subject to any LTV default covenant throughout the loan term. There are, however, LTV levels which would trigger a cash trap in 76% of the loans by value.
The portfolio
The portfolio comprises 26 properties with secure, long term income and contractual uplifts derived from tenants whose businesses offer global spread and have performed very well over many years, demonstrating their strong defensive qualities.
Healthcare assets (62% of portfolio value)
The healthcare assets comprise 20 freehold private hospitals located throughout England, 19 of which are let to a subsidiary of Ramsay Health Care Limited, the listed Australian healthcare company, and the other to a subsidiary of Groupe Sinoue, a French company specialising in mental health. The hospitals let to Ramsay comprise 96% of the healthcare assets' passing rent and 95% of their fair value.
The Ramsay hospitals are let on full repairing and insuring leases with a term to expiry at 30 June 2015 of 21.9 years without break. The rent increases by a fixed 2.75% per annum throughout the lease term in May each year, except in 2017 when it is increased to the higher of a 2.75% uplift and 57.525% of site earnings before interest, tax, depreciation, amortisation, rent and head office costs, and every fifth year thereafter when it is increased to the higher of a 2.75% uplift and open market value. The rent from the Ramsay hospitals is currently £44.4 million per annum.
The leases on the Ramsay hospitals are all guaranteed by Ramsay Health Care Limited, Australia's largest hospital operator, one of the top five private hospital operators in the world and a constituent of the ASX 50 index of Australia's largest companies, with a market capitalisation at 25 September 2015 of £5.6 billion.
The tenant's rental obligations with regard to the central London psychiatric hospital in Lisson Grove are guaranteed by Orpea SA, the parent company of the Orpea Group, a leading European operator of nursing homes, post-acute care and psychiatric care, listed on Euronext Paris with a market capitalisation at 25 September 2015 of £3.1 billion. Orpea owns 45% of Group Sinoue.
With a current rent of £1.9 million per annum, the Lisson Grove hospital accounts for 2% of the Group's passing rent, and represents 3% of the gross property assets. The rent increases in May each year by 3%. A reversionary lease will take effect on expiry of the existing lease in May 2037 and extend the term by a further seven years, with fixed rental increases of 3% per annum throughout this extended term.
Total healthcare passing rent is currently £46.3 million per annum and will rise to £47.6 million on 3 May 2016.
Leisure assets (38% of portfolio value)
The leisure assets comprise four well known visitor attractions and two hotels, located in England and Germany. The properties are all let to subsidiaries of Merlin Entertainments Plc, the guarantor of the leases. Merlin is a FTSE 100 company with a market capitalisation at 25 September 2015 of £3.8 billion. Measured by the number of visitors, it is Europe's largest and the world's second largest operator of leisure attractions.
The UK leisure assets are:
· Alton Towers theme park and the Alton Towers hotel
· Thorpe Park theme park
· Warwick Castle
In addition the leisure portfolio includes two German assets: Heide Park theme park and the Heide Park hotel, both located in Soltau, Saxony. The German assets, which generate Euro denominated rents, make up 15% of the leisure portfolio passing rent and 6% of the total Group rent.
Across the leisure portfolio the visitor attractions account for 83% of the passing rent and fair value, with hotels making up the balance.
The average unexpired lease term of the leisure assets as at 30 June 2015 is 27.0 years and the tenants have the right to renew these leases for 35 years at the end of the current and next term. The leases are full repairing and insuring leases and there are no break options. There are upwards only uncapped RPI-linked rent reviews every June throughout the term for the UK leisure portfolio and fixed annual increases of 3.34% every July throughout the term for the German properties. The 2015 rent reviews resulted in an increase of 0.9% in the RPI-linked rents of the UK leisure assets, meaning the total rent as at 30 June 2015 was £29.7 million per annum including £4.6 million of Euro denominated German rents (translated at the 30 June 2015 rate of £1: €0.7083), which increased to £4.7 million in July 2015. The next UK rent reviews will be on 24 June 2016 and the German rents will rise to £4.9 million on 29 July 2016 (translated at the 30 June 2015 rate).
Portfolio valuation yields at 30 June 2015
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| UK | Germany | Total |
Healthcare: |
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Net initial yield |
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| 5.2% | n/a | 5.2% |
Equivalent yield |
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| 6.3% | n/a | 6.3% |
Reversionary yield |
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| 5.4% | n/a | 5.4% |
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Leisure: |
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Net initial yield |
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| 5.4% | 6.0% | 5.5% |
Equivalent yield |
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| 6.3% | 7.8% | 6.5% |
Reversionary yield |
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| 4.5% | 6.3% | 5.6% |
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Total portfolio: |
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Net initial yield |
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| 5.3% | 6.0% | 5.3% |
Equivalent yield |
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| 6.3% | 7.8% | 6.4% |
Reversionary yield |
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| 5.0% | 6.3% | 5.5% |
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Weighted average unexpired lease term |
| 23.9 years | 27.1 years | 24.1 years |
Portfolio valuation by location
| Healthcare | Leisure | Total | ||||
| 30 June 2015 £m | 31 December 2014* £m | 30 June 2015 £m | 31 December 2014* £m | 30 June 2015 £m | 31 December 2014* £m | Fair value change over six months |
UK | 834.4 | 767.0 | 441.6 | 431.0 | 1,276.0 | 1,198.0 | 6.5% |
Germany at constant Euro exchange rate | - | - | 77.4 | 72.1 | 77.4 | 72.1 | 7.4% |
Movement in Euro exchange rate | - | - | (6.5) | n/a | (6.5) | n/a | (9.0)% |
| 834.4 | 767.0 | 512.5 | 503.1 | 1,346.9 | 1,270.1 | 6.0% |
* adjusted for sales in the period to exclude sold assets from comparative figures.
Portfolio valuation uplift in the period
| £m | Percentage change in the period |
Healthcare assets | 67.5 | 8.8% |
UK leisure assets | 10.5 | 2.4% |
German leisure assets at constant Euro exchange rate | 5.3 | 7.4% |
Movement in Euro exchange rate | (6.5) | (9.0)% |
| 76.8 | 6.0% |
The healthcare valuation yields include the effect of the fixed rental uplifts in May 2015 and reflect a weighted average net initial yield of 5.2% compared to 5.5% at 31 December 2014.
The UK leisure valuation yields include the effect of the 0.9% RPI linked rental uplifts in June 2015 and reflect a weighted average net initial yield of 5.4% compared to 5.5% at 31 December 2014.
The German leisure valuation yields include the effect of the fixed rental uplifts in July 2015 in the weighted average net initial yield, which was 6.0% at 30 June 2015 compared to 6.5% at 31 December 2014, but reduces to 6.3% once the impact of the fixed rental uplift which took effect in July is taken into account. Adverse currency translation movements in the period to 30 June 2015, reflecting the strength of Sterling against the Euro, have more than offset the resulting uplift in the German assets.
Property sales in the period
Ramsay's New Hall Hospital in Salisbury was sold in March 2015 for £49.8 million, which represented a net initial yield of 5.3% and a sale price £3.8 million (8.3%) above its 31 December 2014 valuation. The sale completed in May 2015 and the net proceeds of £48.8 million were used in part repayment of secured bank loans and hedging break costs. The impact of this sale and the associated debt repayment is fully reflected in the results and balance sheet reported in these financial statements.
Madame Tussauds London was sold in May 2015 for £332.4 million, which represented a net initial yield of 4.5% and a sale price £23.0 million (7.4%) above its 31 December 2014 valuation. The sale completed in August 2015, with the net cash proceeds applied in partial repayment of the secured bank debt, with surplus cash adding to the Group's cash resources. The profit on disposal is reflected in the income statement in these financial statements, while the completion of the sale and associated debt repayment is included in the pro forma adjustments shown at the start of this report.
Financial review
EPRA NAV per share
The principal financial outcome that the Board seeks to achieve is attractive growth in shareholder returns. Progress towards this objective is specifically measured through growth in EPRA NAV plus any distributions paid. EPRA NAV is a measure of the fair value of a property company on a long term basis, ignoring the impact of hedging valuations and any deferred tax.
The refinancing, which became fully committed on 25 September 2015, has had a material and positive effect on the Group's capital structure and a transformational effect on its cash flows. As reported in the Chairman's Statement, the various new loan agreements were entered into after the balance sheet date, and it is therefore not permitted to reflect the impact of the refinancing in the financial statements themselves. However, so as to present a more up to date representation of the financial position of the Group, we focus in this Investment Adviser's report on pro forma results and net assets, adjusted for the impact of the refinancing and completion of the sale of Madame Tussauds, details of which are more fully explained at the start of the report.
The pro forma EPRA NAV is 275.3 pence per share, which represents a 6.5% increase since 31 December 2014.
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| £m | Pence per share |
EPRA NAV at 1 January 2015 |
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| 466.2 | 258.5 |
Investment property revaluation |
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| 76.6 | 42.4 |
Profit on sale of investment properties |
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| 24.0 | 13.3 |
Rental income less finance and administrative costs |
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| 9.1 | 5.1 |
Costs of early repayment of debt facilities on sale of New Hall |
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| (3.7) | (2.0) |
Currency translation movements |
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| (1.9) | (1.1) |
Tax |
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| (0.2) | (0.1) |
EPRA NAV at 30 June 2015 |
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| 570.1 | 316.1 |
Costs of early repayment of debt facilities on sale of Madame Tussauds and refinancing |
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| (73.7) | (40.8) |
Pro forma EPRA NAV |
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| 496.4 | 275.3 |
Adjusted EPRA earnings per share
In order to monitor the Group's recurring profitability and its ability to make distributions, the Board uses the Group's adjusted EPRA earnings per share ("EPRA EPS") as a key performance indicator. EPRA EPS excludes investment property revaluations, fair value movements and early termination costs in interest rate derivatives, and the relevant deferred tax to give a measure of underlying earnings from core operating activities.
An adjusted EPRA EPS is also presented, excluding any performance fee as that is largely derived from investment property revaluations, and non-recurring costs including the reorganisation and listing costs incurred in 2014, as the Board believes this enables a more consistent comparison of underlying recurring earnings.
| Six months to 30 June 2015 | Nine months to 31 December 2014 | ||
| £m | Pence per share | £m | Pence per share |
Rental income net of property outgoings | 52.8 | 30.5 | 80.9 | 48.7 |
Net finance costs | (42.6) | (24.6) | (66.3) | (39.9) |
Performance fee | - | - | (35.2) | (21.1) |
Administrative expenses and corporate costs | (4.0) | (2.3) | (6.6) | (4.0) |
Tax | (0.2) | (0.1) | (1.2) | (0.7) |
Unwinding discount on shareholder loans net of deferred tax | - | - | 1.4 | 0.8 |
EPRA EPS | 6.0 | 3.4 | (27.0) | (16.2) |
Performance fee | - | - | 35.2 | 21.1 |
One-off costs of reorganisation and listing | - | - | 2.9 | 1.8 |
Adjusted EPRA EPS | 6.0 | 3.4 | 11.1 | 6.7 |
The net finance costs for the period to 30 June 2015 reflect the debt structure in place prior to the new financing arrangements which were committed in August and September 2015. The impact of the refinancing includes a reduction in the weighted average cost of debt from 6.8% per annum to 5.2% per annum. The annualised reduction in the net finance costs of the Group from the £902.6 million of debt in place following drawing of all the new facilities would be £14.0 million, adding 7.7 pence per share in adjusted EPRA EPS. This would, however, be partially offset by a reduction in net contribution (rental income less interest, also on an annualised basis) from the sold properties of £0.9 million or 0.5 pence per share.
Income statement
The rental income profile and the credit strengths of the businesses paying the rent are disclosed in the Portfolio section of this report, along with details of the investment property revaluations and the profit on sale of investment properties.
Rental income includes accounting adjustments for the "smoothing" of rents arising from fixed uplifts so as to record the income arising on a straight line basis. The impact of this accounting treatment is to reflect a receivable, included in the book value of investment properties, for the amount of rent included in the income statement in advance of actual cash receipts. This receivable increases over the first half of each lease term then unwinds, reducing to zero over the second half of each lease term. The impact over time for each of the rental income flows subject to smoothing is as follows:
|
| Maximum |
|
Receivable | receivable | Midway | |
at 30 June | at midway | point | |
2015 | point | in lease | |
£m | £m | term | |
Healthcare | 128.7 | 172.8 | May 2022 |
German leisure* | 25.0 | 37.8 | Jan 2025 |
Total | 153.7 | 210.6 |
|
* at the period end Euro conversion rate of £1 : €0.7083
So that the rent smoothing receivable does not, in combination with the book value of the investment properties, overstate the value of the property portfolio, any movement in the rent smoothing receivable is offset against property revaluation movements. As a result, this adjustment affects only the income statement presentation and does not change the Group's net assets. The amount of rent receivable included in the income statement for the period in advance of cash receipt as a result of this adjustment amounted to £6.8 million or 3.7 pence per share.
Administrative expenses charged to the income statement for the period comprise advisory fees of £3.3 million, other administrative expenses of £0.4 million and corporate costs of £0.3 million.
Advisory fees are payable to the Investment Adviser under an agreement entered into prior to listing by which it is entitled to receive cash fees based on a sliding scale relative to the Group's EPRA NAV, payable at 1.25% per annum on EPRA NAV up to £500 million, 1.0% per annum on EPRA NAV from £500 million to £1,000 million and 0.75% thereafter. Until July 2016, cash required to satisfy this advisory fee is recovered from the pre-listing shareholders of the Company up to a maximum of £5.3 million per annum. During the period the £2.5 million cash required to fund advisory fee payments was met by those shareholders.
Corporate costs are those costs necessarily incurred as a result of the Company being listed and comprise:
· the cost of the board of seven Directors, four of whom received fees totalling £0.1 million in the period. The other three Directors are partners in the Investment Adviser and receive no remuneration from the Company; and
· other costs of being listed, including broker/nominated adviser fees and registrar fees, which amounted to £0.2 million in the period.
Tax
The Group operates under the UK REIT regime, so its UK rental operations are exempt from UK corporation tax, subject to the Group's continuing compliance with the UK REIT rules. The Group is otherwise subject to UK corporation tax.
In the event that a UK REIT has financing costs arising on its UK rental business that are not covered at least 1.25 times by profits, tax is payable at the UK corporation tax rate on the interest over that level, up to a cap of 20% of taxable profit. In the period the Group incurred a current tax charge of £0.3 million on such excess interest. The drawdown of all of the new financing facilities is expected to result in this interest cover test being met from the date of closing the last of the three new loan agreements, so this tax cost is expected to reduce to zero from the 2016 financial year.
Realised profits from the Group's German rental operations are taxable in Germany, in respect of which a tax credit of £0.1 million arose in the period following the conclusion of a tax audit relating to the years between 2007 and 2012. This will result in a net repayment of tax to the Group totalling £0.2 million, of which £0.1 million had been received by 30 June 2015.
As the Group's German operations are subject to tax, the results include a deferred tax liability of £5.4 million relating to unrealised German capital gains tax on the investment properties and a deferred tax asset of £0.5 million relating to the Group's Euro interest rate swaps. Following the refinancing of the Euro loan facility and the termination of the relevant swaps after the balance sheet date, this deferred tax asset has been written off and is therefore adjusted in calculating the pro forma EPRA NAV.
Cash flow
The movement in cash over the period comprises:
| Six months to 30 June 2015 | Nine months to 31 December 2014 | |||
|
| £m | Pence per share | £m | Pence per share |
| Cash from operating activities | 39.3 | 21.6 | 66.1 | 39.2 |
| Sale of investment property | 49.0 | 27.2 | - | - |
| Net interest and finance costs paid | (45.4) | (25.2) | (60.9) | (36.8) |
| Repayment of secured debt - proceeds of sale of investment property | (44.7) | (24.8) | - | - |
| Repayment of secured debt - loan amortisation | (3.3) | (1.9) | (6.1) | (3.7) |
| Amounts received in respect of advisory fee recovery | 2.5 | 1.4 | 2.2 | 1.3 |
| Proceeds of the share issue on listing net of expenses | - | - | 11.9 | 7.0 |
| Cash flow in the period | (2.6) | (1.7) | 13.2 | 7.0 |
| Cash at the start of the period | 38.8 | 23.0 | 25.4 | 15.9 |
| Effect of exchange rate movements | (0.2) | (0.1) | 0.2 | 0.1 |
| Dilution from share issues | - | (1.5) | - | - |
| Cash at 30 June 2015 | 36.0 | 19.7 | 38.8 | 23.0 |
|
Comprising: | £m | Pence per share | £m | Pence per share |
| Free cash | 10.3 | 5.4 | 13.0 | 7.7 |
| Cash reserved for regulatory capital | 0.5 | 0.2 | 0.5 | 0.3 |
| Cash secured under lending facilities | 25.2 | 14.1 | 25.3 | 15.0 |
|
| 36.0 | 19.7 | 38.8 | 23.0 |
All investment properties are let on full repairing and insuring terms, with each tenant obliged to keep the premises in good and substantial repair and condition, including rebuilding, reinstating, renewing or replacing the premises where necessary. Consequently it is not expected that material capital expenditure will be required for the current portfolio.
Secured cash is held in bank accounts under the control of the lenders. Free cash held within the secured portfolio structures is available to be applied for general corporate purposes for as long as there is no default under the relevant loan agreement. Free cash held outside the secured portfolio structures would not be at risk in the event of any default and amounted to £10.3 million at 30 June 2015 and £48.5 million on a pro forma basis adjusted for the completion of the Madame Tussauds sale and the new financing arrangements.
Nick Leslau
Chairman, Prestbury Investments LLP
29 September 2015
Group Income Statement
| Notes | Unaudited six months to 30 June 2015 £000 | Audited nine months to 31 December 2014 £000 | Unaudited three months to 30 June 2014 £000 |
Gross rental income |
| 52,886 | 80,946 | 26,732 |
Property outgoings |
| (24) | (19) | (8) |
Gross profit |
| 52,862 | 80,927 | 26,724 |
Administrative expenses |
| (3,766) | (38,568) | (1,412) |
Corporate costs |
| (272) | (294) | (37) |
Costs of the reorganisation and listing |
| - | (2,888) | (2,957) |
Total administrative expenses |
| (4,038) | (41,750) | (4,406) |
Investment property revaluation | 8 | 76,551 | 160,608 | 12,627 |
Profit on sale of investment properties | 5 | 23,967 | - | - |
Operating profit |
| 149,342 | 199,785 | 34,945 |
Finance income |
| 24 | 36 | 9 |
Finance costs | 4 | (46,251) | (66,366) | (22,808) |
Profit before tax |
| 103,115 | 133,455 | 12,146 |
Tax (charge) / credit | 6 | (1,196) | 114,291 | 116,319 |
Profit for the period |
| 101,919 | 247,746 | 128,465 |
|
|
|
|
|
Earnings per share |
| Pence per share | Pence per share | Pence per share |
Basic | 7 | 58.7 | 149.7 | 80.0 |
Diluted | 7 | 56.5 | 139.7 | 80.0 |
All amounts relate to continuing activities.
The notes form part of this interim report.
Group Statement of Other Comprehensive Income
| Notes | Unaudited six months to 30 June 2015 £000 | Audited nine months to 31 December 2014 £000 | Unaudited three months to 30 June 2014 £000 |
Profit for the period |
| 101,919 | 247,746 | 128,465 |
Items that may subsequently be reclassified to profit or loss: |
|
|
|
|
Fair value adjustment of interest rate derivatives in effective hedges |
| 24,823 | 21,837 | 19,310 |
Reclassification of fair value adjustment to the income statement |
| 3,627 | - | - |
Deferred tax on interest rate derivative valuation adjustment | 11 | (161) | (26,918) | (26,809) |
Currency translation differences |
| (1,433) | (370) | (240) |
Total comprehensive income for the period, net of tax |
| 128,775 | 242,295 | 120,726 |
The notes form part of this interim report.
Group Statement of Changes in Equity
| Share capital £000 | Share premium reserve £000 | Merger reserve £000 | Capital contribution reserve £000 | Other reserve £000 | Cash flow hedging reserve £000 | Retained earnings £000 | Total £000 |
Period ended 30 June 2015 (unaudited) | ||||||||
At 1 January 2015 | 16,844 | 16,156 | - | - | 33,929 | (119,201) | 396,577 | 344,305 |
Profit for the period | - | - | - | - | - | - | 101,919 | 101,919 |
Other comprehensive income | - | - | - | - | (1,433) | 28,289 | - | 26,856 |
Total comprehensive income, net of tax | - | - | - | - | (1,433) | 28,289 | 101,919 | 128,775 |
Issue of shares | 1,190 | 33,579 | - | - | (32,378) | - | - | 2,391 |
At 30 June 2015 | 18,034 | 49,735 | - | - | 118 | (90,912) | 498,496 | 475,471 |
|
|
|
|
|
|
|
|
|
Period ended 31 December 2014 (audited) | ||||||||
At 1 April 2014 | - | - | - | 23,530 | 1,921 | (114,120) | 17,387 | (71,282) |
Profit for the period | - | - | - | - | - | - | 247,746 | 247,746 |
Other comprehensive income | - | - | - | - | (370) | (5,081) | - | (5,451) |
Total comprehensive income, net of tax | - | - | - | - | (370) | (5,081) | 247,746 | 242,295 |
Issue of shares on capitalisation of shareholder loans | 7,791 | 70,123 | - | (17,492) | - | - | - | 60,422 |
Issue of shares on acquisition of the Healthcare group | 8,191 | - | 73,718 | (18,435) | - | - | - | 63,474 |
Capital reduction and cancellation | - | (70,123) | (73,718) | - | - | - | 143,841 | - |
Reclassification on capitalisation of shareholder loans | - | - | - | 12,397 | - | - | (12,397) | - |
Issue of shares net of capitalised expenses | 862 | 16,156 | - | - | - | - | - | 17,018 |
Shares to be issued | - | - | - | - | 32,378 | - | - | 32,378 |
At 31 December 2014 | 16,844 | 16,156 | - | - | 33,929 | (119,201) | 396,577 | 344,305 |
|
|
|
|
|
|
|
|
|
Period ended 30 June 2014 (unaudited) | ||||||||
At 1 April 2014 | - | - | - | 23,530 | 1,921 | (114,120) | 17,387 | (71,282) |
Profit for the period | - | - | - | - | - | - | 128,465 | 128,465 |
Other comprehensive income | - | - | - | - | (240) | (7,499) | - | (7,739) |
Total comprehensive income, net of tax | - | - | - | - | (240) | (7,499) | 128,465 | 120,726 |
Issue of shares on capitalisation of shareholder loans | 7,791 | 70,123 | - | (17,492) | - | - | - | 60,422 |
Issue of shares on acquisition of the Healthcare group | 8,191 | - | 73,718 | (18,435) | - | - | - | 63,474 |
Capital reduction and cancellation | - | (70,123) | (73,718) | - | - | - | 143,841 | - |
Reclassification on capitalisation of shareholder loans | - | - | - | 12,397 | - | - | (12,397) | - |
Issue of shares net of capitalised expenses | 862 | 13,928 | - | - | - | - | - | 14,790 |
Shares to be issued | - | - | - | - | 1,073 | - | - | 1,073 |
At 30 June 2014 | 16,844 | 13,928 | - | - | 2,754 | (121,619) | 277,296 | 189,203 |
The notes form part of this interim report.
Group Balance Sheet
| Notes | Unaudited 30 June 2015 £000 | Audited 31 December 2014 £000 | Unaudited 30 June 2014 £000 |
Non-current assets |
|
|
|
|
Investment properties | 8 | 1,346,867 | 1,625,435 | 1,471,775 |
Deferred tax asset | 11 | 467 | 627 | 735 |
|
| 1,347,334 | 1,626,062 | 1,472,510 |
Current assets |
|
|
|
|
Trade and other receivables | 9 | 152 | 103 | 57 |
Investment property sale proceeds receivable | 5 | 332,361 | - | - |
Current tax asset |
| 275 | 401 | 44 |
Cash and cash equivalents | 10 | 36,043 | 38,771 | 39,510 |
|
| 368,831 | 39,275 | 39,611 |
Total assets |
| 1,716,165 | 1,665,337 | 1,512,121 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables | 12 | (39,310) | (41,035) | (40,110) |
Bank borrowings | 13 | (213,246) | (4,908) | (4,908) |
Interest rate derivatives | 14 | (18,501) | - | - |
Current tax payable |
| (328) | (166) | (221) |
|
| (271,385) | (46,109) | (45,239) |
Non-current liabilities |
|
|
|
|
Bank borrowings | 13 | (892,732) | (1,152,407) | (1,154,761) |
Interest rate derivatives | 14 | (71,170) | (117,578) | (119,631) |
Deferred tax liability | 11 | (5,407) | (4,938) | (3,287) |
|
| (969,309) | (1,274,923) | (1,277,679) |
|
|
|
|
|
Total liabilities |
| (1,240,694) | (1,321,032) | (1,322,918) |
Net assets |
| 475,471 | 344,305 | 189,203 |
|
|
|
|
|
|
|
|
|
|
Share capital | 15 | 18,034 | 16,844 | 16,844 |
Share premium reserve | 16 | 49,735 | 16,156 | 13,928 |
Retained earnings | 16 | 498,496 | 396,577 | 277,296 |
Cash flow hedging reserve | 16 | (90,912) | (119,201) | (121,619) |
Other reserve | 16 | 118 | 33,929 | 2,754 |
Total equity |
| 475,471 | 344,305 | 189,203 |
|
|
|
|
|
|
| Pence per share | Pence per share | Pence per share |
Adjusted basic NAV per share | 17 | 263.7 | 204.4 | 112.3 |
Diluted NAV per share | 17 | 263.7 | 190.9 | 112.1 |
EPRA NAV per share | 17 | 316.1 | 258.5 | 184.5 |
The notes form part of this interim report.
Group Cash Flow Statement
| Notes | Unaudited six months to 30 June 2015 £000 | Audited nine months to 31 December 2014 £000 | Unaudited three months to 30 June 2014 £000 |
Cash flows from operating activities |
|
|
|
|
Profit before tax |
| 103,115 | 133,455 | 12,146 |
Adjustments for non-cash items: |
|
|
|
|
Investment property revaluation | 8 | (76,551) | (160,608) | (12,627) |
Profit on sale of investment properties | 5 | (23,967) | - | - |
Movement in rent smoothing adjustment | 8 | (6,756) | (11,287) | (3,855) |
Administrative expenses settled in shares | 18 | - | 32,378 | 816 |
Finance income |
| (24) | (36) | (9) |
Finance costs | 4 | 46,251 | 66,366 | 22,808 |
Cash flows from operating activities before changes in working capital |
| 42,068 | 60,268 | 19,279 |
Changes in working capital: |
|
|
|
|
Trade and other receivables |
| (2,510) | (194) | (26) |
Trade and other payables |
| (143) | 6,770 | 2,468 |
Cash generated from operations |
| 39,415 | 66,844 | 21,721 |
German tax received / (paid) |
| 7 | (743) | (83) |
Cash flows from operating activities |
| 39,422 | 66,101 | 21,638 |
|
|
|
|
|
Investing activities |
|
|
|
|
Proceeds from sale of investment property |
| 48,994 | - | - |
Interest received |
| 24 | 36 | 9 |
Cash flows from interest received |
| 49,018 | 36 | 9 |
|
|
|
|
|
Financing activities |
|
|
|
|
Repayment of secured debt |
| (48,082) | (6,166) | (2,942) |
Interest and finance costs paid |
| (45,432) | (60,882) | (19,558) |
Net proceeds of share issues |
| 2,526 | 14,131 | 14,790 |
Cash flows from financing activities |
| (90,988) | (52,917) | (7,453) |
|
|
|
|
|
(Decrease) / increase in cash and cash equivalents |
| (2,548) | 13,220 | 14,194 |
Cash and cash equivalents at the beginning of the period |
| 38,771 | 25,367 | 25,367 |
Effect of currency translation movements |
| (180) | 184 | (51) |
Cash and cash equivalents at the end of the period |
| 36,043 | 38,771 | 39,510 |
The notes form part of this interim report.
Notes to the Interim Report
1. General information about the Group
The financial information set out in this report covers the six month period to 30 June 2015, with comparative amounts relating to the nine month period to 31 December 2014 and the three month period to 30 June 2014, and includes the results and net assets of the Company and its subsidiaries, together referred to as the Group.
The Company is incorporated in the United Kingdom. The address of the registered office and principal place of business is Cavendish House, 18 Cavendish Square, London, W1G 0PJ.
The Company was listed on AIM on 5 June 2014. Further information about the Group can be found on its website, www.SecureIncomeREIT.co.uk.
2. Basis of preparation and accounting policies
Prior to 21 May 2014, the Company and SIR Hospital Holdings Limited (the holding company of the Group that owns the healthcare assets) were entities under common control but did not form a single legal group. On 21 May 2014, by virtue of a reorganisation, the groups headed by these two companies became a legal group headed by the Company. This reorganisation was deemed to be a "combination under common control" and as a result is outside the scope of IFRS 3 "Business Combinations". As such it was considered appropriate that the principles of merger accounting, as set out under UK GAAP, were used to account for the reorganisation and these entities are treated as if they had always been part of a single group. No fair value adjustments were required.
Accordingly, although these entities did not form a legal group for the whole of the comparative period reported herein, the comparative figures comprise the net assets of all entities as if the subsequently formed legal group had been in existence throughout all of the periods reported on. In particular:
· earnings per share figures (including diluted, EPRA and adjusted EPRA EPS) have been calculated on the assumption that the capitalisation of shareholder loans which occurred in May 2014 had been in place throughout the whole period from 1 April 2014, with a corresponding effect on earnings and number of shares used in the EPS calculations (see note 7); and
· NAV per share figures (including adjusted basic, diluted and EPRA NAV) have been calculated on the assumption that the capitalisation of shareholder loans had been in place throughout the whole period from 1 April 2014 with a corresponding effect on the number of shares used in the NAV per share calculations (see note 17).
Except for the above EPS and NAV matters, the financial information contained in this report has been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union, and on a going concern basis. The accounting policies adopted in this report are consistent with those applied in the Group's statutory accounts for the period ended 31 December 2014 and are expected to be consistently applied in the year to 31 December 2015.
Euro denominated results for the German assets have been converted to Sterling at an average exchange rate for the period of £1: €0.7326 and period end balances converted to Sterling at the 30 June 2015 exchange rate of £1: €0.7083.
The condensed financial statements for the period are unaudited and do not constitute statutory accounts for the purposes of the Companies Act 2006. The annual report and financial statements for 2014 have been filed with Companies House. The independent auditor's report on the annual report and financial statements for 2014 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.
The Group's financial performance is not subject to material seasonal fluctuations.
3. Operating segments
IFRS 8 "Operating Segments" requires operating segments to be identified on the basis of internal reports about components of the Group that are reviewed by the chief operating decision maker to make decisions about resources to be allocated between segments and assess their performance. The Group's chief operating decision maker is considered to be the Board as a whole.
The Group owns two property portfolios. Although these are described individually within the Investment Adviser's report, the Board receives quarterly management accounts prepared on a basis which aggregates the performance of the portfolios and focuses on total returns on shareholders' equity. The Board has therefore concluded that the Group has operated in and was managed as one business segment, being property investment, in both the current and prior periods.
The geographical split of revenue and applicable non-current assets required by IFRS 8 was as follows:
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Revenue |
|
|
|
UK | 49,414 | 75,251 | 24,759 |
Germany | 3,472 | 5,695 | 1,973 |
| 52,886 | 80,946 | 26,732 |
Investment properties |
|
|
|
UK | 1,275,997 | 1,553,365 | 1,407,179 |
Germany | 70,870 | 72,071 | 64,596 |
| 1,346,867 | 1,625,435 | 1,471,775 |
Revenue, which reflects the impact of rent smoothing adjustments, includes £28.1 million (nine months to 31 December 2014: £42.9 million; three months to 30 June 2014: £14.4 million) relating to the Group's largest tenant, and £23.6 million (nine months to 31 December 2014: £35.8 million; three months to 30 June 2014: £11.8 million) relating to the Group's second largest tenant. No other single tenant or guarantor contributed more than 10% of the Group's revenue in any reporting period.
4. Finance costs
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Interest on secured debt | 42,624 | 64,690 | 21,132 |
Reclassification of fair value adjustment of interest rate derivatives from the cash flow hedging reserve | 3,627 | - | - |
Shareholder loans: unwinding of discount to date of capitalisation (non-cash) | - | 1,676 | 1,676 |
Total finance costs recognised in the income statement | 46,251 | 66,366 | 22,808 |
On issue in 2007, interest free shareholder loans were measured at fair value using imputed interest rates of between 11.2% and 11.7%. The difference between the fair value of the loans on inception and their face values at that date was being unwound over the minimum term of the loans prior to their capitalisation in May 2014.
5. Profit on sale of investment properties
The profit on sale of investment properties arose as follows:
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Sale proceeds | 382,136 | - | - |
Sale costs | (2,815) | - | - |
Book value of sold properties | (355,354) | - | - |
| 23,967 | - | - |
As described in note 19, £332.4 million of sale proceeds, shown as investment property sale proceeds receivable on the balance sheet, were received after the balance sheet date in August 2015.
6. Tax
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
Analysis of tax charge / (credit) in the period | £000 | £000 | £000 |
UK tax |
|
|
|
Current tax charge: UK REIT excess interest charge | 328 | 665 | 221 |
Adjustments in respect of prior periods | 25 | - | - |
German tax |
|
|
|
Current tax charge / (credit): corporation tax | 122 | (130) | 77 |
Adjustments in respect of prior periods | (227) | - | - |
Deferred tax charge/ (credit) (see note 11) | 948 | (114,826) | (116,617) |
| 1,196 | (114,291) | (116,319) |
The tax assessed for the period varies from the standard rate of corporation tax in the UK applied to the profit before tax. The differences are explained below:
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Profit before tax | 103,115 | 133,455 | 12,146 |
|
|
|
|
Profit before tax at the standard rate of corporation tax in the UK of 20.25% (31 December 2014 and 30 June 2014: 21%) | 20,881 | 28,026 | 2,551 |
Effects of: |
|
|
|
Investment property revaluation not taxable | (15,922) | (34,275) | (3,429) |
Profit on sale of investment properties not taxable | (4,853) | - | - |
Movement in previously unrecognised tax losses | 2,392 | 3,231 | 1,141 |
Qualifying property rental business not taxable | (1,537) | 4,908 | (195) |
Expenses and financing costs not deductible | 413 | - | - |
UK REIT excess interest charge | 328 | 665 | 221 |
Transfer pricing adjustments | (305) | - | - |
Adjustments in respect of prior period | (202) | - | - |
German corporation tax charge / (credit) | 122 | (130) | 77 |
Double tax relief | (121) | (58) | (58) |
Other items | - | 12 | 28 |
Costs of the reorganisation and listing not deductible | - | 606 | 621 |
UK deferred tax released on conversion to UK REIT | - | (117,276) | (117,276) |
Tax charge / (credit) for the period | 1,196 | (114,291) | (116,319) |
The Group elected into the UK REIT regime with effect from 5 June 2014. Subject to continuing compliance with certain rules, the UK REIT rules exempt the profits of the Group's UK property rental business from corporation tax. Gains on the Group's UK properties are also exempt from tax, provided they are not held for trading or sold in the three years after completion of development.
To remain a UK REIT, there are a number of conditions to be met in respect of the Group's principal company, Secure Income REIT Plc, the Group's qualifying activity and the Group's balance of business. Since entering the UK REIT regime the Group has continued to meet these conditions with the exception of one condition where a grace period of three years from entry into the UK REIT regime applies. The relevant rule requires that the company must not be a close company. The Company was a close company when it entered the UK REIT regime, and continues to be so but has until 4 June 2017 to comply. The Board intends, in the course of implementing its investment strategy, to issue new shares or to place sufficient of the existing shares to new investors (or a combination of both) so that the shares of the Company are widely enough held to meet this requirement by 4 June 2017 and hence avoid expulsion from the UK REIT regime at that time.
Furthermore, one of the ongoing REIT tests is an interest cover test requires the profits of the tax exempt business of the Group to be at least 1.25 times its cost of financing. If this condition is not met, the Company remains within the UK REIT regime but is required to pay UK corporation tax on an amount equivalent to the excess interest costs or 20% of the tax exempt business profits if that is less. The Group has not met this test throughout the period, so tax of £0.3 million (nine months to 31 December 2014: £0.7 million; three months to 30 June 2014: £0.2 million) is payable. Following the refinancing described in note 19, the interest cover test is expected to be met and therefore no such tax is expected to be payable commencing from the 2016 financial year.
The Group is subject to German corporation tax on its German property rental business at an effective rate of 21%. During the period, however, a net German tax credit of £0.1 million has arisen following the conclusion of a tax audit relating to the years between 2007 and 2012, which is expected to result in a net repayment of tax totalling £0.4 million to the Group of which £0.3 million had been received by 30 June 2015. In addition, a deferred tax liability is recognised for the German capital gains tax that would potentially be payable on the sale of the relevant investment properties, and a deferred tax asset is recognised against the interest rate derivatives hedging the loan facility secured on those properties (see note 11).
7. Earnings per share
Earnings per share is calculated as profit attributable to ordinary shareholders of the Company for each period divided by the weighted average number of ordinary shares in issue throughout the relevant period.
On 21 May 2014, by virtue of a reorganisation, the Company and SIR Hospital Holdings Limited (the "Combined Companies") became a legal group. Until 20 May 2014, the Combined Companies were entities under common control. It is considered that the use of the actual number of shares of the Combined Companies in issue prior to 21 May 2014 as a denominator in the EPS calculation would not provide meaningful information. Instead, the weighted average number of shares in issue has been determined based on the number of shares that would have been in issue in those comparative periods had the shareholder loans been capitalised on the basis of one share for each £1 of shareholder loans at the time they were advanced. The profit attributable to the shareholders of the Combined Companies prior to 20 May 2014 has also been adjusted to remove the impact of the amount included in finance costs in respect of shareholder loans together with the related deferred tax.
Diluted EPS reflects shares to be issued in settlement of any performance fees that arose in the relevant period.
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Profit for the period | 101,919 | 247,746 | 128,465 |
Adjusted for: |
|
|
|
Unwinding of discount on shareholder loans (note 4) | - | 1,676 | 1,676 |
Deferred tax included in the income statement in respect of the above (note 11) | - | (335) | (335) |
Adjusted profit for EPS | 101,919 | 249,087 | 129,806 |
|
|
|
|
Weighted average number of shares in issue | Number | Number | Number |
Basic | 173,506,390 | 166,406,143 | 162,286,114 |
Diluted | 180,344,216 | 178,306,575 | 162,379,544 |
| Pence per share | Pence per share | Pence per share |
Basic EPS | 58.7 | 149.7 | 80.0 |
Diluted EPS | 56.5 | 139.7 | 79.9 |
The European Public Real Estate Association ("EPRA") publishes guidelines for calculating adjusted earnings designed to represent core operational activities. As well as the standard EPRA earnings figure, an adjusted EPRA earnings calculation has also been presented, excluding any performance fee, which is largely derived from investment property revaluations, and the non-recurring costs of the reorganisation and listing. The Directors consider this enables a more consistent comparison of underlying earnings. Since no performance fee has arisen in the period, no adjustment is required as at 30 June 2015.
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Basic earnings attributable to shareholders | 101,919 | 249,087 | 129,806 |
EPRA adjustments: |
|
|
|
Investment property revaluation | (76,551) | (160,608) | (12,627) |
Profit on sale of investment properties net of swap break costs | (20,340) | - | - |
UK deferred tax released on REIT conversion | - | (117,276) | (117,276) |
German deferred tax on investment property revaluations | 948 | 1,823 | 33 |
EPRA earnings | 5,976 | (26,974) | (64) |
Other adjustments: |
|
|
|
Performance fee | - | 35,186 | - |
Costs of the reorganisation and listing | - | 2,888 | 2,957 |
Adjusted EPRA earnings | 5,976 | 11,100 | 2,893 |
| Pence per share | Pence per share | Pence per share |
EPRA EPS | 3.4 | (16.2) | - |
Diluted EPRA EPS | 3.4 | (15.1) | - |
|
|
|
|
Adjusted EPRA EPS | 3.4 | 6.7 | 1.8 |
Adjusted diluted EPRA EPS | 3.4 | 6.2 | 1.8 |
8. Investment properties
| Unaudited | Audited | Unaudited |
| six months to | nine months to | three months to |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
Freehold investment properties | £000 | £000 | £000 |
At the start of the period | 1,625,435 | 1,457,374 | 1,457,374 |
Sales during the period | (355,354) | - | - |
Revaluation uplift | 76,551 | 160,608 | 12,627 |
Movement in rent smoothing adjustment | 6,756 | 11,287 | 3,855 |
Currency translation movement | (6,521) | (3,834) | (2,081) |
At the end of the period | 1,346,867 | 1,625,435 | 1,471,775 |
The properties were independently valued at £1,346.9 million as at 30 June 2015 (31 December 2014: £1,625.4 million; 30 June 2014: £1,471.8 million) by CBRE Limited, Commercial Real Estate Advisors, in their capacity as external valuers. The valuation was prepared on a fixed fee basis, independent of the portfolio value and was undertaken in accordance with RICS Valuation - Professional Standards January 2014 on the basis of fair value, supported by reference to market evidence of transaction prices for similar properties.
Included within the carrying value of investment properties at 30 June 2015 is £153.7 million (31 December 2014: £154.4 million; 30 June 2014: £146.5 million) in respect of the smoothing of fixed contractual rental uplifts. This balance arises through the Group's accounting policy in respect of leases, which requires the recognition of rental income on a straight line basis over the lease term in certain circumstances, including for the 67% of passing rent which increases by a fixed percentage each year. The difference between rents on a straight line basis and rents actually receivable are included within, but do not increase, the carrying value of investment properties.
All of the investment properties are held as security under fixed charges in respect of secured bank borrowings. The historic cost of the Group's investment properties as at 30 June 2015 was £1,053.9 million (31 December 2014 and 30 June 2014: £1,315.1 million).
The Board determines the Group's valuation policies and procedures, and is responsible for overseeing the valuations. Valuations are based on information provided from the Group's financial and property reporting systems, such as current rents and the terms and conditions of lease agreements, and assumptions used by the valuer (based on market observation and their professional judgement) in the valuation model.
At each reporting date, certain partners and employees of the Investment Adviser, who have recognised professional qualifications and are experienced in valuing the types of property owned by the Group, initially analyse movements in the property valuations from the prior reporting date. Fair value changes (positive or negative) over a certain threshold are considered. Changes in fair value are also compared to appropriate external sources for reasonableness. Once the Investment Adviser has considered the valuations, the results are discussed with the Group's independent auditors, focusing on properties with unexpected fair value changes and, if applicable, properties undergoing significant refurbishment. The Audit Committee also considers the valuation process as part of its overall responsibilities.
The fair value of the investment property portfolio has been determined using an income capitalisation technique, whereby contracted and market rental values are capitalised with a market capitalisation rate. This technique is consistent with the principles in IFRS 13 and uses significant unobservable inputs, such that the fair value measurement of each property within the portfolio has been classified as level 3 in the fair value hierarchy as defined in IFRS 13. There have been no transfers to or from other levels of the fair value hierarchy during the year.
The key inputs for the level 3 valuations were as follows:
|
|
| Inputs | |
Portfolio | Fair value £000 | Key unobservable input | Range | Weighted average |
At 30 June 2015: |
|
|
|
|
Healthcare | 834,437 | Net initial yield | 4.5% - 5.8% | 5.2% |
|
| Reversionary yield | 4.6% - 5.9% | 5.4% |
Leisure - UK | 441,560 | Net initial yield | 5.2% - 6.1% | 5.4% |
|
| Reversionary yield | 5.3% - 6.2% | 5.5% |
|
| Future RPI assumption | 2.0% | 2.0% |
Leisure - Germany | 70,870 | Net initial yield | 6.1% | 6.1% |
|
| Reversionary yield | 6.3% | 6.3% |
At 31 December 2014: |
|
|
|
|
Healthcare | 812,981 | Net initial yield | 4.4% - 5.8% | 5.6% |
|
| Reversionary yield | 4.5% - 6.0% | 5.7% |
Leisure - UK | 740,383 | Net initial yield | 4.8% - 6.5% | 5.2% |
|
| Reversionary yield | 4.9% - 6.6% | 5.3% |
|
| Future RPI assumption | 2.2% for 2015, | 2.2% for 2015, |
|
|
| 3.5% thereafter | 3.5% thereafter |
Leisure - Germany | 72,071 | Net initial yield | 6.5% | 6.5% |
|
| Reversionary yield | 6.8% | 6.8% |
At 30 June 2014: |
|
|
|
|
Healthcare | 727,458 | Net initial yield | 5.3% - 6.5% | 6.2% |
|
| Reversionary yield | 5.4% - 6.7% | 6.4% |
Leisure - UK | 679,721 | Net initial yield | 5.0% - 7.0% | 5.6% |
|
| Reversionary yield | 5.2% - 7.2% | 5.8% |
|
| Future RPI assumption | 3.1% for 2015, | 3.1% for 2015, |
|
|
| 3.5% thereafter | 3.5% thereafter |
Leisure - Germany | 64,596 | Net initial yield | 7.3% | 7.3% |
|
| Reversionary yield | 7.8% | 7.8% |
The principal sensitivity of measurement to variations in the significant unobservable outputs is that decreases in net initial yield, decreases in reversionary yield and increases in RPI will increase the fair value.
9. Trade and other receivables
| Unaudited | Audited | Unaudited |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Prepayments and accrued income | 152 | 103 | 57 |
10. Cash and cash equivalents
| Unaudited | Audited | Unaudited |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Secured cash | 25,207 | 25,335 | 25,356 |
Regulatory capital | 479 | 450 | 450 |
Free cash | 10,357 | 12,986 | 13,704 |
| 36,043 | 38,771 | 39,510 |
Secured cash is held in accounts over which the providers of secured bank debt have fixed security. As the Company is considered to be an internally managed Alternative Investment Fund, it is also required by the Financial Conduct Authority to hold a balance of regulatory capital in liquid funds, which is maintained in cash.
11. Deferred tax
The movements in deferred tax balances in each period were as follows:
| Unrealised gains on investment properties £000 | Tax losses carried forward £000 | Shareholder loans £000 | Interest rate derivatives at fair value £000 | Total £000 |
Unaudited: |
|
|
|
|
|
Balance at 1 January 2015 | (4,938) | - | - | 627 | (4,311) |
Charge to the income statement | (948) | - | - | - | (948) |
Charge to other comprehensive income | - | - | - | (161) | (161) |
Currency translation differences | 479 | - | - | 1 | 480 |
Balance at 30 June 2015 | (5,407) | - | - | 467 | (4,940) |
|
|
|
|
|
|
| Unrealised gains on investment properties £000 | Tax losses carried forward £000 | Shareholder loans £000 | Interest rate derivatives at fair value £000 | Total £000 |
Audited: |
|
|
|
|
|
Balance at 1 April 2014 | (120,636) | 962 | (9,317) | 27,544 | (101,447) |
Credit / (charge) to the income statement | 115,453 | (962) | 335 | - | 114,826 |
Charge to other comprehensive income | - | - | - | (26,918) | (26,918) |
Deferred tax released on capitalisation of shareholder loans | - | - | 8,982 | - | 8,982 |
Currency translation differences | 245 | - | - | 1 | 246 |
Balance at 31 December 2014 | (4,938) | - | - | 627 | (4,311) |
|
|
|
|
|
|
| Unrealised gains on investment properties £000 | Tax losses carried forward £000 | Shareholder loans £000 | Interest rate derivatives at fair value £000 | Total £000 |
Unaudited: |
|
|
|
|
|
Balance at 1 April 2014 | (120,636) | 962 | (9,317) | 27,544 | (101,447) |
Credit / (charge) to the income statement | 117,243 | (962) | 335 | - | 116,616 |
Charge to other comprehensive income | - | - | - | (26,809) | (26,809) |
Deferred tax released on capitalisation of shareholder loans | - | - | 8,982 | - | 8,982 |
Currency translation differences | 106 | - | - | - | 106 |
Balance at 30 June 2014 | (3,287) | - | - | 735 | (2,552) |
12. Trade and other payables
| Unaudited | Audited | Unaudited |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Taxation and social security | 2,116 | 5,163 | 2,242 |
Accruals and deferred income | 37,194 | 35,872 | 37,868 |
| 39,310 | 41,035 | 40,110 |
13. Bank borrowings
| Unaudited | Audited | Unaudited |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| £000 | £000 | £000 |
Amounts falling due within one year |
|
|
|
Secured bank loans | 215,116 | 6,853 | 6,853 |
Unamortised finance costs | (1,870) | (1,945) | (1,945) |
| 213,246 | 4,908 | 4,908 |
|
|
|
|
Amounts falling due in more than one year |
|
|
|
Secured bank loans | 889,712 | 1,150,712 | 1,154,989 |
Exit fee | 4,095 | 3,978 | 3,529 |
Unamortised finance costs | (1,075) | (2,283) | (3,757) |
| 892,732 | 1,152,407 | 1,154,761 |
|
|
|
|
As described in note 19, all balances shown above have been refinanced since the balance sheet date.
There was no material difference between the fair value of the secured debt and its carrying value at any balance sheet date, and the Group had no undrawn, committed borrowing facilities at any balance sheet date. The debt was secured by charges over the Group's investment properties and by fixed and floating charges over the other assets of certain Group companies but not including the Company itself. There have been no defaults or breaches of any loan covenants during the current or prior periods.
A covenant release fee relating to one of the loans, payable in quarterly instalments, was being charged to the income statement over the remaining term of the loan and as at 30 June 2015, £8.2 million (31 December 2014: £9.5 million; 30 June 2014: £11.6 million) remained outstanding. The remaining fee was committed to be repaid in full after the balance sheet date as part of the refinancing described in note 19.
14. Interest rate derivatives
The fair values of the Group's interest rate derivatives at each balance sheet date were as follows:
| Notional amount | Fair value | ||||
Unaudited | Audited | Unaudited | Unaudited | Audited | Unaudited | |
30 June | 31 December | 30 June | 30 June | 31 December | 30 June | |
2015 | 2014 | 2014 | 2015 | 2014 | 2014 | |
£000 | £000 | £000 | £000 | £000 | £000 | |
5.1% swap | 564,179 | 608,920 | 611,200 | (41,387) | (56,849) | (57,681) |
5.4% amortising swap | 301,728 | 304,008 | 305,968 | (26,336) | (32,955) | (33,155) |
5.4% swaps | 196,622 | 196,622 | 196,622 | (17,505) | (21,804) | (21,794) |
4.4% amortising swap* | 29,888 | 33,091 | 34,359 | (2,658) | (3,579) | (4,207) |
4.4% swaps* | 19,581 | 21,529 | 22,130 | (1,785) | (2,391) | (2,794) |
| 1,111,998 | 1,164,170 | 1,170,329 | (89,671) | (117,578) | (119,631) |
* denominated in Euros, converted at the period end rate.
All of the above instruments had expiry dates between April and July 2017 and are included in non-current liabilities, apart from the proportion hedging the loan principal that was subsequently repaid following the sale of Madame Tussauds which is shown as a current liability.
The interest rate derivatives are shown at fair value and have been valued in accordance with IFRS 13 by reference to interbank bid market rates as at the close of business on the last working day prior to each balance sheet date by JC Rathbone Associates Limited. All interest rate derivatives are classified as "level 2" as defined in IFRS 13 and their fair values are calculated using the present values of future cash flows, based on market forecasts of interest rates and adjusted for the credit risk of the counterparties. There were no transfers to or from other levels of the fair value hierarchy during the current or prior periods.
The Group uses all of its interest rate derivatives in risk management as cash flow hedges to protect against exposures to variability in future interest cash flows on secured bank loans which bear interest at variable rates. The amounts and timing of future cash flows are projected on the basis of their contractual terms.
As described in note 19, since the balance sheet date three new fixed rate secured loan facilities have been committed, to replace the loan finance in place at 30 June 2015. As a result of repaying existing loans from the proceeds of two of the new loans and the sale of Madame Tussauds, £266.0 million of the notional amount on the 5.1% swap has been terminated since the balance sheet date, as have all of the other swaps listed above. Irrevocable notice to draw the third loan has been served on the lender and drawing is due to occur on 2 October 2015 (subject to completion of customary drawdown conditions), when the remaining £298.2 million notional amount of the 5.1% swap will be terminated.
15. Share capital
Share capital represents the aggregate nominal value of shares issued. At 30 June 2015, the Company had an issued and fully paid share capital of 180,344,216 ordinary shares of £0.10 each (31 December 2014: 168,443,772 shares; 30 June 2014: 168,443,754 shares).
Under the terms of the Commitment Agreement described in note 18, the Company's shareholders prior to listing have each agreed to subscribe in cash for one ordinary share per quarter to cover the fees payable to the Investment Adviser. During the period, 12 ordinary shares of £0.10 each were issued under this arrangement for total proceeds of £2.5 million (nine months to 31 December 2014: 18 shares for total proceeds of £2.2 million; three months to 30 June 2014: nil shares). The excess over nominal value in each case was credited to the share premium account.
Under the terms of the Investment Advisory Agreement described in note 18, during the period the Company has also issued 11,900,432 ordinary shares of £0.10 each in settlement of performance fees payable to the Investment Adviser.
As a result of these transactions, the movement in the number of shares in issue over the period was as follows:
| Unaudited | Audited | Unaudited |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| Number | Number | Number |
At the start of the period | 168,443,772 | 1 | 1 |
Subdivision of ordinary share | - | 9 | 9 |
Capitalisation of shareholder loans | - | 77,914,338 | 77,914,338 |
Issue of ordinary shares prior to listing | - | 81,908,717 | 81,908,717 |
Issue of ordinary shares on listing | - | 8,620,689 | 8,620,689 |
Issue of ordinary shares under Commitment Agreement | 12 | 18 | - |
Issue of ordinary shares in settlement of performance fee | 11,900,432 | - |
|
| 180,344,216 | 168,443,772 | 168,443,754 |
16. Reserves
The nature and purpose of each of the reserves included within equity is as follows:
Share premium reserve: represents the surplus of the gross proceeds of share issues over the nominal value of the shares, net of the direct costs of equity issues.
Capital contribution reserve: represents the difference between the face value and fair value of shareholder loans. Amounts were reclassified to retained earnings evenly over the term of the loans until their capitalisation on 20 May 2014, when all remaining balances in the capital contribution reserve were transferred to retained earnings.
Other reserve: represents the cumulative exchange gains and losses on the translation of the Group's net investment in its German operations, as well as the impact on equity of shares issued, as described in note 18, under the terms of both the Commitment Agreement and the performance fee arrangements.
Cash flow hedging reserve: represents the cumulative gains or losses, net of tax, arising on effective cash flow hedging instruments.
Retained earnings: represent the cumulative profits and losses recognised in the income statement.
17. Net asset value per share
Net asset value per share is calculated as the net assets of the Group attributable to shareholders at each balance sheet date, divided by the number of shares in issue at that date as follows:
| Unaudited | Audited | Unaudited |
| 30 June | 31 December | 30 June |
| 2015 | 2014 | 2014 |
| Number | Number | Number |
Number of shares in issue - basic NAV per share | 180,344,216 | 168,443,772 | 168,443,754 |
Shares to be issued | - | 11,900,432 | 327,004 |
Number of shares in issue - diluted NAV per share | 180,344,216 | 180,344,204 | 168,770,758 |
Diluted NAV per share is adjusted for shares that it is estimated would need to be issued in settlement of any performance fees earned. The diluted NAV per share at 30 June 2015 was the same as the basic NAV at 263.4 pence per share (31 December 2014: 190.9 pence per share; 30 June 2014: 112.1 pence per share).
The European Public Real Estate Association has issued guidelines aimed at providing a measure of net asset value on the basis of long term fair values. The EPRA measure excludes items that are considered to have no impact in the long term, such as the fair value of derivative instruments and deferred tax balances. The Group's EPRA NAV is calculated as follows:
| Unaudited 30 June 2015 | Audited 31 December 2014 | Unaudited 30 June 2014 | |||
£000 | Pence per share | £000 | Pence per share | £000 | Pence per share | |
Basic NAV | 475,471 | 263.7 | 344,305 | 204.4 | 189,203 | 112.3 |
EPRA adjustments: |
|
|
|
|
|
|
Deferred tax on property revaluations | 5,407 | 3.0 | 4,938 | 2.7 | 3,287 | 1.9 |
Fair value of financial instruments | 89,671 | 49.7 | 117,578 | 65.2 | 119,631 | 70.9 |
Deferred tax on financial instruments | (467) | (0.3) | (627) | (0.3) | (735) | (0.4) |
Dilution from shares issued | - | - | - | (13.5) | - | (0.2) |
EPRA NAV | 570,082 | 316.1 | 466,194 | 258.5 | 311,386 | 184.5 |
18. Related party transactions and balances
Interests in shares
The direct and indirect interests of the directors and their families in the share capital of the Company are as follows:
|
| Unaudited 30 June 2015 | |
|
| Number of shares | Percentage of issued share capital |
Martin Moore |
| 57,471 | 0.03% |
Mike Brown † |
| 574,712 | 0.32% |
Leslie Ferrar |
| 14,367 | 0.01% |
Sandy Gumm † |
| 114,942 | 0.06% |
Jonathan Lane |
| 57,471 | 0.03% |
Nick Leslau * † |
| 42,676,960 | 23.66% |
Ian Marcus |
| 28,735 | 0.02% |
* Comprises 42,619,489 ordinary shares held by PIHL Property LLP and 57,471 ordinary shares held by the Saper Trust. Lesray LLP, a partnership in which Nick Leslau has a 42.6% legal interest and 50% of the voting rights, owns 81.7% of PIHL Property LLP. The Saper Trust is a trust whose beneficiaries include Nick Leslau.
† In addition to the amounts shown in the table above, as at 30 June 2015 a further 11,900,432 ordinary shares (31 December 2014 and 30 June 2014: nil), representing 6.6% of the issued share capital, were owned by a subsidiary of Prestbury Investments LLP ("Prestbury"), the Investment Adviser to the Group. Nick Leslau, Mike Brown and Sandy Gumm hold partnership interests in, and are respectively Chairman, Chief Executive and Chief Operating Officer of Prestbury.
Directors' fees
Fees of £185,000 per annum are payable to non-executive directors not connected to Prestbury Investments LLP. The directors connected to Prestbury (Nick Leslau, Mike Brown and Sandy Gumm) do not receive directors' fees. As a result, directors' fees of £93,000 were payable for the period (nine months ended 31 December 2014: £108,000; three months ended 30 June 2014: £17,000). As at 30 June 2015 £nil (31 December 2014: £nil; 30 June 2014: £17,000) of these fees remained outstanding and are included within trade and other payables (note 12).
Advisory fees payable
Nick Leslau, Mike Brown and Sandy Gumm are Directors of the Company and also hold partnership interests in, and are Chairman, Chief Executive and Chief Operating Officer respectively of Prestbury Investments LLP ("Prestbury"), which is Investment Adviser to the Group under the terms of an agreement from May 2014 (the "Investment Advisory Agreement"). Under the terms of the Investment Advisory Agreement, advisory fees of £3.3 million were payable in cash to Prestbury in respect of the period (nine months to 31 December 2014: £2.7 million; three months to 30 June 2014: £0.3 million), £0.2 million (31 December 2014: £0.2 million; 30 June 2014: £0.3 million) of which was outstanding at the balance sheet date and is included within trade and other payables (note 12).
Commitment Agreement
In May 2014, in connection with its listing, the Company entered into a Commitment Agreement with its existing investors at that time in order to fund (in whole or in part) the Company's payment of its contracted advisory fee to Prestbury Investments LLP during the period from listing on 5 June 2014 to 10 July 2016 (the "Commitment Agreement Period").
Under the terms of the Commitment Agreement, the cash funding of the advisory fees is required to be satisfied by way of subscription for shares. Each existing investor has agreed to subscribe for one share per quarter over the Commitment Agreement Period amounting to an aggregate of 12 new shares in the Company during this reporting period. The total subscription price payable by the existing investors for the shares to be issued to them in any quarter is equal to the advisory fee payable by the Company to Prestbury in respect of that quarter (subject to a maximum aggregate subscription price of £1,321,244 per quarter). Since advisory fees exceeded that maximum in the period, those investors have contributed £2.5 million towards the fees and the remaining £0.6 million has been borne by the Company.
Performance fee
Under the terms of the Investment Advisory Agreement, a wholly owned subsidiary of Prestbury may become entitled to a performance fee which rewards growth and aligns Prestbury's interests with those of shareholders. The fee entitlement is calculated annually, with any fee payable settled in shares in the Company subject to certain limited exceptions. It is calculated as the lower of:
(i) 20% of the excess of shareholder returns over a 10% annual return with the hurdle automatically resetting each year to 10% over the previous year's EPRA NAV per share plus cumulative distributions paid since listing; and
(ii) 20% of the excess of year end EPRA NAV per share plus cumulative distributions paid over the 'high watermark', being EPRA NAV per share plus cumulative distributions per share as at the last time a performance fee was paid.
The fee recognised in the period is £nil (nine months to 31 December 2014: £35.2 million; three months to 30 June 2014: £0.8 million). In determining whether or not a performance fee will be payable for the year ended 31 December 2015, the Directors have estimated the EPRA NAV of the Group at that date, assuming that the property portfolio valuations do not change from those applied as at 30 June, that there are no material currency translation gains or losses, and that there is no material variation in actual movements in RPI (against which the UK leisure rents are indexed) as compared to current expectations. The calculation also takes account of the early debt termination costs arising from the refinancing. This estimate does not constitute a forecast but represents an estimated illustrative case only, and is considered to provide a reasonable basis for estimating whether a performance fee will be payable while recognising the limitations inherent in any estimate of future values.
19. Events after the balance sheet date
Since the balance sheet date, the sale of the freehold of Madame Tussauds has completed. £226.6 million of the net proceeds of £330.1 million were used in repayment of £208.1 million of the secured bank loans and £18.5 million of hedging break costs, with the remainder added to the Group's cash reserves.
On 29 July 2015 the Group entered into a new financing facility in respect of the properties in the Leisure portfolio and, on drawing the new facility on 6 August 2015, repaid the balance of the existing debt facility. Following the completion of the sale of Madame Tussauds and drawing the new financing facility, existing loans of £493.0 million and €64.7 million, with an average interest cost of 6.9% per annum, were repaid and replaced with new facilities of £316.8 million and €71.8 million at an average interest cost of 5.7% per annum. Costs incurred when the swaps on the previous debt facility were broken amounted to £28.9 million.
On 7 September 2015 the Group entered into a new financing facility in respect of nine properties in the Healthcare portfolio and the proceeds, together with £46.6 million of the Group's cash reserves, repaid a proportion of the existing debt facility on drawing the loan on 9 September 2015. Existing loans of £266.6 million, with an average interest cost of 6.7% per annum, were replaced with a new facility of £220.0 million at an interest cost of 4.3% per annum. An exit fee of £2.6 million was also incurred alongside £5.4 million of net break costs on the swaps on the previous debt facility, after taking account of a £14.1 million reduction following agreement with the previous lender in recognition of the economic advantages to them of repayment well ahead of the scheduled loan repayment date of June 2017.
On 25 September 2015 the Group entered into a new financing facility in respect of eleven properties in the Healthcare portfolio and served an irrevocable request to draw the facility in full on 2 October 2015, when the proceeds will be applied to repay the balance of the existing debt facility. Existing loans of £298.2 million, with an average interest cost of 6.7% per annum, will be replaced with a new facility of £315.6 million at an interest cost of 5.2% per annum. An exit fee of £3.0 million will be incurred alongside £16.2 million of net early termination costs, after taking account of a £13.4 million reduction arising under the terms of the agreement with the previous lender.
Related Shares:
SIR.L