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Interim Results

10th Feb 2014 07:00

RNS Number : 6335Z
Green REIT PLC
10 February 2014
 



Press Release

 

INTERIM RESULTS

 

GRN ID GRN LN

 

· €310 million total capital raised in July 2013 (€299.6m net of expenses) and successful listing on the Irish and London Stock Exchanges

· €214 million of equity invested to date

· Net asset value at 31 December 2013 of €299.7million or 96.7 cent per share

· €214m invested includes the acquisition of 6 additional properties for €28.35 million (one in late 2013, with the other 5 contracted to close imminently)

· Company selected as preferred bidder on Central Park in Dublin

 

Dublin & London, 10 February, 2014 - Green REIT plc, ("Green REIT" or the "Company"), the Irish property investment company, announces results for the period from incorporation on 24 June 2013 to 31 December 2013.

 

Highlights | Period to 31 December, 2013

· First REIT to establish in Ireland following the introduction of REIT legislation

· Successful listing on the Irish and London Stock Exchanges

· Strong, proven Investment Manager led by Stephen Vernon and Pat Gunne

· Property values broadly in line with cost of acquisitions close to period end.

 

EPRA and Basic NAV

€299.7m

EPRA and Basic NAV Per Share

96.7 cent

Group LTV

0%

Rental Income

€1.7m

Net Rental Income

€1.44m

Profit before Tax

€121k

 

Portfolio highlights as at 31 December, 2013

 

· €191m of capital invested by 31 December 2013 at a net initial yield of 9%

· A further €23m contracted since 31 December 2013, bringing the total to €214m, or 70% of net proceeds raised

· Strong property portfolio comprising 905,000 square feet of built space:

- 84% by value located in Dublin

- Diversified asset base comprising Office (53.4%), Retail (27.6%), Industrial (10.1%) and Others (8.9%), by value

· Passing rent of €17.3 million per annum at 31 December 2013

· Portfolio occupancy rate of 88% and weighted average unexpired lease term of 7.3 years

· Development potential within acquired portfolio: 112 acres of land at Dublin airport and redevelopment opportunities at two Dublin city centre properties

 

Progress since 1 January, 2014

 

· Close to completing the acquisition for €23 million (inc costs) of five Dublin city centre properties, in an off market transaction

· Total invested capital including these acquisitions will be €214m, over 70% of net capital raised, at a blended initial yield of 8.7%

· €86 million of equity available for investment, together with headroom to raise up to €161m of debt finance

· Selected as preferred bidder on Central Park on 31 January 2014, with PIMCO as partner. Residential element to be contracted to a 3rd party

 

ACQUISITION OF 6 PROPERTIES IN 2 OFF MARKET TRANSACTIONS FOR €28.35 MILLION AT AN INITIAL YIELD OF 10.5%

 

The Company announces that it has contracted to purchase its second portfolio of commercial real estate assets ("D2 Portfolio") from Danske Bank Ireland at a total cost of €23 million (€22 million net of costs). The portfolio consists of five properties with a total rent roll of €1.4m along with significant redevelopment potential. These acquisitions are expected to complete imminently. The Company also announces that in late 2013 it acquired a property on Mount Street, Dublin 2 for €6.35 million.

 

D2 Portfolio

The D2 Portfolio comprises five properties with c. 69,000 sq. ft. in two locations, Molesworth Street and Ormond Quay. Four of the five properties are located at 30-33 Molesworth Street, Dublin 2, in the city centre and are currently occupied by seven tenants. The properties are leased at relatively low rents providing the opportunity for rental growth with some of the existing leases due to expire between 2014 and 2016. There is also a significant redevelopment opportunity.

 

The Ormond Building on Dublin's Ormond Quay, Dublin 1, adjacent to the Four Courts is the fifth property in the Portfolio. A modern office building currently occupied by 15 tenants, the property has an area of c. 31,000 sq. ft. It includes some vacant space providing an opportunity for rental income growth. Over 50% of the rental income comes from Dublin City Council with 11 years unexpired on the lease. The remainder of the income is dominated by barristers' chambers.

 

85 - 93 Mount Street, Dublin 2

The Company also announces that it completed a €6.35m transaction in late 2013. The Mount Street property is a single office block with an area of c. 49,000 sq. ft. The property is currently let to the Office of Public Works, an Irish state body, with 2 years remaining on the lease agreement. There is an opportunity for refurbishment which will allow for significant income growth.

 

Gary Kennedy, Chairman of Green REIT plc, commented:

 

"Green REIT successfully launched on the Irish and London Stock Exchanges in July of 2013 raising €310 million. We are proud to have achieved this and to become the first real estate investment trust established in Ireland. The success of our listing and capital raise reflects a combination of our proven and experienced management team and our attractive timing. We established as an investor in the Irish commercial property market at an opportune time when market activity was beginning to increase and values started recovering."

 

"Having effectively deployed €214 million of equity in a relatively short period, the Company still has the financial capacity to take advantage of further attractive investment opportunities. The effective deployment of further capital will grow the size of our portfolio, enhance our income stream and drive shareholder returns."

 

Stephen Vernon, Chairman Green Property REIT Ventures Limited, the Investment Manager, commented:

 

"We have made rapid progress in our first 8 months and the recent acquisition of the D2 Portfolio represents further progress towards our objective to assemble a portfolio of commercial property assets which require active asset management and will deliver value for our shareholders. Our total invested capital is now €214 million and we continue to identify attractive investment opportunities, such as Central Park, to develop our commercial property portfolio in line with our stated strategy."

 

Pat Gunne, Chief Executive, Green Property REIT Ventures Limited added:

 

"We expect increased activity in the Irish commercial property market in 2014. Our ability to identify and acquire attractive assets - both on and off market - reflects the strength and breadth of our team and also our extensive network of industry relationships. Green REIT is uniquely positioned to capitalise on a more active market in 2014 to build a portfolio of high quality assets which will enhance our ability to deliver attractive returns for our shareholders."

 

Contacts

FTI Consulting (IR and PR to the Company)

 

Dublin London

+353 (0) 1 6633686 +44 (0) 20 7831 3113

Mark Kenny Stephanie Highett

Jonathan Neilan Richard Sunderland

Melanie Farrell Giles Barrie

[email protected] [email protected] 

 

Green Property REIT Ventures

+ 353 (0) 1 2418400

Niall O'Buachalla

 

About Green REIT plc

Green REIT plc is an Irish Real Estate Investment Trust ("REIT") and is listed on the Irish and London Stock Exchanges. The Company was the first REIT established in Ireland following the introduction of REIT legislation by the Irish Government. The Company's stated strategy is to create a property portfolio consisting primarily of commercial property in Ireland to deliver income and capital growth through opportunistic investments, active property management and prudent use of debt finance. Please visit www.greenpropertyreit.com

 

Note on forward-looking information

This Announcement contains forward-looking statements, which are subject to risks and uncertainties because they relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements referred to in this paragraph speak only as at the date of this Announcement. The Company will not undertake any obligation to release publicly any revision or updates to these forward-looking statements to reflect future events, circumstances, unanticipated events, new information or otherwise except as required by law or by any appropriate regulatory authority.

 

Green REIT plc and Subsidiaries

 

Directors and other information

 

Directors Gary Kennedy (Chairman)

Jerome Kennedy

Stephen Vernon (British)

Thom Wernink (Dutch)

 

Secretary Mark Munro

 

Registered office Styne House

Hatch Street Upper

Dublin 2

 

Investment Manager Green Property REIT Ventures Ltd.,

Styne House

Hatch Street Upper

Dublin

 

Auditors KPMG

Chartered Accountants

1 Stokes Place

St. Stephen's Green

Dublin 2

 

Solicitors Arthur Cox

Earlsfort Centre

Earlsfort Terrace

Dublin 2

 

Principal Bankers BNP Paribus S.A.,

Dublin Branch

5 Georges Dock

IFSC

Dublin 1

 

Valuers CBRE

Connaught House

1 Burlington Road

Dublin 2

 

Jones Lang LaSalle Ltd.,

10/11 Molesworth Street.,

Dublin 2

 

Website www.greenpropertyreit.com

 

 

Forward-looking statements

 

These results for the period ended 31st December 2013, may contain certain "forward-looking statements" with respect to Green REIT Plc., and

the Group's financial condition, results of operations, business, and the Group's future plans and strategies, anticipated events or trends, and

similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks,

uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the industry in which it

operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking

statements. The forward-looking statements referred to in this paragraph speak only as at the date of this Announcement. The Company will

not undertake any obligation to release publicly any revision or updates to these forward-looking statements to reflect future events,

circumstances, unanticipated events, new information or otherwise except as required by law or by any appropriate regulatory authority.

 

Chairman's Statement

 

Successfully having launched on the Dublin and London stock exchanges in July of 2013, and having raised €310m through the issue of new shares, the Company has invested €214m in the period to date. €191m had been invested by 31 December 2013, with a further €23m of acquisitions contracted at that date. The Company has executed its investment policy to date in a strategic and disciplined manner, basing decisions on property fundamentals.

 

The assets acquired to date have income yields in excess of targets and there is active asset management potential within the portfolio which will provide opportunities to enhance income and value. With businesses in Ireland now investing for growth our limited available space is attracting interest, and we expect to lease at rents at least at ERVs.

 

The Company's Investment Manager, Green Property REIT Ventures Limited, headed by Stephen Vernon and Pat Gunne, has been key to the successful deployment of capital on the assets acquired to date. The Manager's extensive relationships have facilitated the sourcing of acquisitions both on market through well managed competitive processes and off market through its network of contacts.

 

Having efficiently deployed €214m of equity in the relatively short period to date the Company still has the firepower to take advantage of further opportunities with the remaining IPO proceeds of €86m and the potential to raise up to €161m in debt financing in a low interest cost environment, thereby growing the REIT further and driving shareholder returns. Central Park is one such opportunity, where following a competitive process the Company was recently selected as preferred bidder by the National Asset Management Agency to acquire a portfolio of high quality real estate assets in south Dublin. This acquisition will be financed from existing Company resources alongside its funding partner PIMCO.

 

Financial Results and Position

 

Summary Financial Information

 

EPRA and Basic NAV

€299.7m

EPRA and Basic NAV Per Share

96.7 cent

Group LTV

0%

Rental Income

€1.7m

Net Rental Income

€1.44m

Profit before Tax

€121k

 

Having launched in July 2013 the Company acquired 13 properties in the period from 12 November to 31 December 2013, which are valued at €192 million at the 31 December balance sheet date, broadly in line with their total acquisition cost. These acquisitions were fully funded from cash and the Company had no borrowings at 31 December 2013. The Company's net asset value at 31 December was €299.7 million (96.7 cent per share), with €107 million of the IPO proceeds remaining to be invested. As at 31 December 2013 the Company had contracted to acquire commercial real estate assets in Dublin city centre for €22 million (net of costs), on which it had paid a deposit of €2.2 million at 31 December 2013. These transactions are expected to complete imminently. That portfolio consists of five properties with a total annual rent roll of €1.4m along with significant redevelopment potential. The Company's total annual passing rent at 31 December 2013 was €17.3 million, which will increase to €18.7 million with the completion of these acquisitions.

 

The Company's net profit for the period was €121k, with rents of €1.7 million earned in the short period from 12 November to 31 December following property acquisitions which took place in November and December.

Outlook

The strengthening macroeconomic backdrop in Ireland, particularly in Dublin, and supportive property market conditions should lead to growth in rental and capital values in commercial property as we move through 2014. The Board has a confident outlook and the Company's property portfolio holds many opportunities to be exploited. The Board expects continued success in deploying the Company's capital to build the property portfolio with properties which satisfy the investment and financing criteria set out in the prospectus.

 

Gary Kennedy

Chairman

 

9 February 2014

 

Investment Manager's Report

 

2013 will be seen as the year that the Irish property industry reignited following a period of unprecedented collapse.

 

Green REIT plc, as Ireland's maiden REIT, was very much part of this new beginning.

 

The preceding period of 2008 to 2012 was marked by the property market implosion, followed by a slow and painful road to recovery. The Irish Government can be congratulated for taking the tough decisions fast, and in so doing garnering the support of the Troika in effecting a bailout which will be seen in history as the seeds of the current revival.

 

The Industrial Development Authority ('IDA') in Ireland must also be commended for their efforts which resulted in a very resilient FDI story throughout the crisis, compensating for the beleaguered local SME sector, not to mention consumer sentiment which was buffeted by a series of austerity budgets.

 

The establishment by the Irish government of the National Asset Management Agency ('NAMA'), Ireland's work out solution, and the recapitalisation of the Irish banking sector were both building blocks for the new foundations for growth.

 

Green REIT plc's launch in July 2013 was very timely, and crucial to getting off to such a positive start.

The investment strategy is to invest in primary and good secondary commercial real estate with a Dublin focus, and with a 70:30 weighting in favour of investment over non income producing assets. The fact that just over 70% of the initial equity raised has now been invested is testament to the scale of the opportunity and the Investment Manager's deep roots in the market place.

 

The hiring of Caroline McCarthy as our Chief Investment Officer, and Niall O'Buachalla as our Chief Operations Officer, were clear messages to the marketplace and to our investment community of our strategy to build upon what we consider to be Ireland's most formidable property team. This is complementary to the exceptional development and asset management talent already in place, together with the positive interaction with the Board of Green REIT plc, which insists upon the highest level of reporting and governance.

 

As the Investment Manager to Green REIT plc we have been able to execute our investment plan in an efficient and disciplined way, with capital deployed through 'on market' processes such as the Arc Portfolio purchased from Danske Bank for €127m , and a number of 'off market' transactions both on mini portfolios and on individual assets. The former EBS Headquarters in Dublin 4 was acquired in an 'off market' transaction for €46.5m and was of particular note given its pivotal position as a grade A building in Dublin's prime Central Business District ('CBD').

 

The quality of Green REIT plc's tenants, the active asset management initiatives underway for its properties and the potential for its development properties all augur well for the future.

We are excited by the acquisitions currently being worked on and the future prospects in the year ahead.

 

 

 

Stephen Vernon Pat Gunne

Executive Chairman Chief Executive

9 February, 2014

 

 

Irish Property Market Overview

 

The key theme for 2013 was the increase in activity levels in both the capital and occupier markets. Investment spend more than trebled year on year with total volumes traded, reaching between €1.78 to €1.85 billion, compared to approximately €575m in 20121. In addition, there was €750m in loan sales, pushing the year-end total to over €2.5 billion1. Of this spend, 41% was invested in mixed use deals, 39% in offices, 9% in multi-family housing and 7% in retail.1 Larger deals and portfolio deals of over €50m accounted for over 50% of the spend, with a further 26% of deals in the €20-€50m range.2

 

While we are seeing the impact of de-leveraging across the banking sector, with over 78% of sales coming from banks/NAMA2, typically through receivers, it is more than being matched by demand from a diverse buyer group, looking to get exposure to the Irish property market. Of the total spend, CBRE registered 47% to Irish domiciled buyers, 37% to USA buyers and the remainder to a combination of UK, European, Canadian and Middle Eastern buyers.1

 

At the prime end we saw yield compression in the key sectors. In the 12 months from December 2012 to 2013, prime CBD Dublin office yields have moved from 6.75% to 5.75%, prime high street retail yields from 6% to 5.50% and prime industrial yields from 9.25% to 8.25% and trending stronger.3

Investment Property Databank ('IPD') recorded total returns for 2013 of 12.7% year on year, above the 30-year long-term annual average increase of 10.2% and above the total returns for the UK which were 10.9%. Capital values grew 3.2% for the year and rents also saw a return to growth up 3.7% with the office sector recording rental growth of 7% year on year. The all-property equivalent yield is down by 5 percentage points from the end of 2012 and currently stands at 8.40%.4

 

Sector Commentary

 

Office

 

2013 recorded over 1.84m square feet of letting and sale activity in the Dublin office market, above the 10-year average (1.72m square feet) and 25% higher than the volume of transactions signed in the Dublin office sector in 2012.1 While the overall vacancy rate has dropped to 15.33%, in CBD Dublin 2 and 4 the vacancy rate is 11.4% and the grade A vacancy rate is 4.5%1. It is no surprise therefore that prime office rents increased by 25% over 12 months and now stand at €35 per square foot per annum1, with market commentary suggesting rental growth for the year ahead.

 

The impact of the financial crisis and the lack of bank funding resulted in no new development in the last 3 years, which explains why the grade A available space continues to fall. In late 2013 we saw the first speculative office scheme commence with approximately 80,000 square feet currently under construction on St. Stephen's Green. In addition, a number of planning applications have been lodged, indicating the likelihood of greater development activity as we look ahead.

 

Major lettings in 2013 include 120,000 square feet to Facebook at 4 Grand Canal Square in Dublin's south docklands, 100,000 square feet to law firm William Fry at 2 Grand Canal Square, 110,000 square feet to Deutsche Bank at East Point Business Park, the acquisition of 100,000 by SIG in Dublin's International Financial Services Centre and lettings to Airtricity, Fidelity, Salesforce and Google.

 

Retail

 

As the domestic economy shows signs of improvement, unemployment is down from 14% to 12.4% in the 12 months to December 2013 and GDP was up 1.7% between Q3 2012 and Q3 20135. In addition, the volume of retail sales in December 2013 increased by 0.6% when compared with November 2013 and there was an increase of 3% in the annual figure. These positive economic indicators are improving consumer sentiment and in prime locations we are seeing vacant units being let, including on Grafton Street where new entrants include Massimo Dutti, Cath Kidston and Vans. Similar to the office sector, there have been no new retail schemes/extensions for a number of years but recently NAMA lodged a planning application for a 215,000 square foot extension to The Square Town Centre in Tallaght.

 

Retail remains challenging but prime retail is improving. IPD is showing retail growth coming from strengthening investor attitudes, however within the IPD portfolio rental value growth remains negative.

 

Industrial

 

There was strong take up of space in the industrial sector in 2013, with total take-up of 2.87m square feet up 18% on totals for 2012.6 With demand continuing to outstrip supply for well-located modern facilities, CBRE are anticipating we will see an increase in rents during 2014 and a reduction in inducements. Prime rents are currently at approximately €5.75-€6.25 per square foot6 which still makes new development unviable, however as the supply of better space is eroded over time and rental growth emerges, new development should begin to be considered as a viable option. 

 

Land

 

CBRE, in their Irish Commercial Property Outlook 2014, recorded approximately €200m of non-agricultural land sales in 75 deals in 2013, up four fold on the spend for 2012. The increase in activity can partially be explained by the improving occupier markets as outlined above and an emerging imbalance between supply and demand in the Dublin housing market. In 2013 there were 1,200 house completions in the Dublin area compared to a long term annual average of 8,200, which is the lowest recorded since records began in the 1970's7. Based on the Central Statistics Office Forecasts for population growth, 8,000 units need to be completed per annum to satisfy demand. The Lisney residential index recorded an increase in values of 19.8% over the year and suggests that values are now 28.6% above the bottom of the market prices. That said, the index records that prices are still 54% below the peak of the market. 7

 

 

 

1 Irish Commercial Property Outlook 2014, CBRE

2Irish Market Overview Investment January 2014, Savills

3Ireland Property Investment Yields December 2013, CBRE.

4 IPD/SCSI Quarterly Briefing Q4, Ireland 28th January 2014

5CSO 28th January 2014

6Dublin Industrial Market Q4 2013, JLL

7 Review 2013 & Outlook 2014, Lisney

 

 

 

 

Portfolio Overview at 31 December 2013

 

§ 13 properties acquired by 31 December 2013, valued at €192m at that date, broadly in line with total cost

§ Total floor area of 905,350 square feet (84,107 square metres)

§ 88% portfolio occupancy rate

§ Mainly freehold title

§ Total passing rents of €17.3m per annum

§ 42 tenants

§ Portfolio weighted average unexpired lease term of 7.3 years (to earlier of lease break and expiry)

§ Portfolio net initial yield of 9% at 31 December 2013

§ Portfolio equivalent yield of 8.2% at 31 December 2013

§ 84% of assets by value located in Dublin

§ 112 acres of land at Dublin airport, and redevelopment opportunities on 2 Dublin city centre properties

§ Portfolio of 5 properties contracted at 31 December 2013, with a contract price of €22m ('Danske 2'). Closing is expected to take place in February 2014. These properties will increase total passing rent from €17.3m to €18.7m per annum and will add 69,000 square feet (6,414 square metres) of floor area.

SECTORS BY VALUE

 

Gross Value %

Gross Value

Office

54.4%

€104.5m

Retail

27.0%

€51.9m

Industrial

9.9%

€19.0m

Other

8.7%

€16.8m

Total

100.0%

€192.1m

 

 

 

PASSING RENT BREAKDOWN BY TENANT BUSINESS SECTOR

 

% of

Group Rent¹

Retail Trade

34.8

Financial Services

33.7

Public Administration

11.4

Services

10.7

Transport

7.0

Other

2.2

IT/ Communications

0.2

Total

100.0

¹ Passing rent

 

 

 

 

TOP 10 OCCUPIERS BY PASSING RENT

 

% of

Group Rent¹

Allied Irish Bank / EBS

24.2

Woodies DIY

13.7

Office of Public Works

10.1

Bank of Ireland

8.1

Glandore Business Centre

4.2

Lidl Ireland GmbH

3.6

Park Rite

3.3

Homebase

2.9

Independent News Media

2.3

TK Maxx

2.0

Total

74.5

¹ Passing rent

 

 

PASSING RENT BY UNEXPIRED LEASE TERM

% of

Group Rent¹

Below 5 years

57.8

5-10 years

13.3

10-15 years

14.0

Over 15 years

14.9

Total

100.0

¹ Passing rent

 

 

LOCATIONS BY VALUE

% of

Portfolio Value¹

Dublin City Centre

42.9

Dublin - Other

41.2

Limerick

7.6

Rest of Ireland

8.3

Total

100.0

 

¹ Including purchaser's costs

 

LEASE LENGTHS BY TENANT BUSINESS SECTORS

Weighted Average Unexpired Lease Term (yrs)

Financial Services

3.4

IT/ Communications

0.4

Public Administration

3.3

Retail Trade

11.7

Services

10.3

Transport

8.8

Other

1.0

Total

7.3

 

 

 

LEASE LENGTHS BY LOCATIONS

Weighted Average Unexpired Lease Term (yrs)

Dublin City Centre

5.1

Dublin - Other

8.7

Limerick

7.0

Rest of Ireland

13.0

Total

7.3

 

 

Principal Risks and Uncertainties

 

The Directors have considered the principal risks and uncertainties that the Company is exposed to and which may impact performance in the remaining 6 months of its first financial year, which are summarised as follows:

 

Occupier demand: there is unoccupied space within the Company's portfolio which the Investment Manager is tasked with leasing. There is a risk that due to a lack of occupier demand this space may take longer than expected to lease.

 

Tenant default: with continued uncertainty in certain sectors of the economy, particularly the retail sector, there is a risk that tenants may fail, thereby impacting the Company's income and capital performance.

 

Availability of bank finance: following the failure of the Irish banking system in recent years there is a limited number of banks providing financing against property in Ireland.

 

General economic conditions: the Company's investments are concentrated in Ireland. Although there are clear signs of a general economic recovery in Ireland, this recovery is nascent and there can be no assurances that forecasts of GDP growth of in excess of 2% by the Central Bank of Ireland for 2014 will be realised.

 

Ability to deploy the remaining IPO proceeds: there is strong competition for desirable properties and tenants in Ireland at present, which may constrain the Company in its deployment of its remaining IPO proceeds of €87m. To date the Company has been successful in deploying capital through on and off market transactions.

 

Interest Rate Volatility: If the Company incurs floating rate debt it may be exposed to risks associated with movements in interest rates.

 

Regulatory Risk: there is a risk that the Company may be required to be authorised as a regulated AIF by the Central Bank, and that the Investment Manager may therefore be required to be authorised as an AIFM. This would require the Investment Manager to comply with various policies and procedures addressing areas such as, inter alia, risk management, liquidity management, conflicts of interest, valuations, compliance, internal audit and remuneration, and comply with ongoing capital, reporting and transparency obligations. The Investment Manager continues to seek clarification from the Central Bank of Ireland on this matter. 

 

 

Statement of Directors' Responsibilities

 

The Directors confirm to the best of their knowledge that the interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. In accordance with that standard, the Directors have prepared a complete set of interim consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which are effective for financial periods beginning after 24 June 2013 and that the interim management report herein includes a fair review of the information required by Disclosure and Transparency Rules of the Central Bank of Ireland, namely:

 

· Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the period from incorporation on 24 June 2013 to 31 December 2013 and their impact on the interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place during the period from incorporation on 24 June 2013 to 31 December 2013 and that have materially affected the financial position or performance of the entity during the period.

 

Signed on behalf of the Board

 

 

 

Gary Kennedy Jerome Kennedy

Director Director

Independent Review Report to the members of Green REIT plc

 

Introduction

 

We have been engaged by the Company to review the interim consolidated financial statements in the financial report for the period from incorporation on 24 June 2013 to 31 December 2013, which comprises the Group statement of comprehensive income, the Group statement of financial position, the Group statement of changes in equity, Group statement of cash flows and the related explanatory notes ("the Financial Statements"). We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the Financial Statements.

 

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Transparency (Directive 2004/109/EC) Regulations 2007 ("the TD Regulations") and the Transparency Rules of the Central Bank of Ireland. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

 

Directors' responsibilities

 

The Financial Statements are the responsibility of, and have been approved by, the directors. The directors are responsible for preparing the half-yearly Interim Report in accordance with the TD Regulations and the Transparency Rules of the Central Bank of Ireland.

 

The directors are responsible for ensuring that the Financial Statements of the Group are prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. As the Company is preparing a complete set of financial statements in its Interim Report, the directors are responsible for ensuring the financial statements have been prepared in accordance with IFRSs as adopted by the EU.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the set of consolidated interim financial statements in the Interim Report based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 

 

 

Independent Review Report to the members of Green REIT plc

 

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the interim consolidated financial statements in the Interim Report for the period from incorporation on 24 July 2013 to 31 December 2013 is not prepared, in all material respects, in accordance with IAS 34 and consequently IFRSs as adopted by the EU and the TD Regulations and the Transparency Rules of the Central Bank of Ireland.

 

 

 

 

KPMG

Chartered Accountants and Statutory Audit Firm

Dublin

9 February 2014

 

Green REIT plc

 

Unaudited Group statement of comprehensive income

for the period from incorporation on 24 June 2013 to 31 December 2013

 

 

 

Notes

€'000

Revenue - rental income

7

1,708

Property outgoings

(266)

__________

Net rental income

1,442

Net deficit on revaluation of investment properties

10

(44)

Investment manager fee

20

(854)

Administrative expenses

(467)

__________

Operating profit

77

Finance income

8

44

__________

Profit before tax

121

Tax expense

9

-

__________

Profit for the period

121

__________

Other comprehensive income

-

__________

Total comprehensive income for the period

121

__________

Basic and diluted earnings per share (cents)

15

0.04

__________

 

 

 

Unaudited Group statement of financial position

as at 31 December 2013

 

Notes

€'000

Assets

Non-current assets

Investment properties

10

192,140

__________

Total non-current assets

192,140

__________

Current assets

Trade and other receivables

11

3,738

Cash and cash equivalents

12

109,835

__________

Total current assets

113,573

__________

Total assets

305,713

__________

Equity

Share capital

13

31,000

Share premium

13

268,618

Retained earnings

121

__________

Equity attributable to owners of the Company

299,739

__________

Liabilities

Current liabilities

Amounts due to investment manager

20

480

Trade and other payables

18

5,494

__________

Total current liabilities

5,974

__________

Total liabilities

5,974

__________

Total equity and liabilities

305,713

__________

Net assets value per share (cents)

16

96.69

__________

EPRA net assets per share (cents)

17

96.69

__________

 

 

Unaudited Group statement of changes in equity

for the period from incorporation on 24 June 2013 to 31 December 2013

 

 

Share

capital

Share

premium

Retained

earnings

 

Total

€'000

€'000

€'000

€'000

Total comprehensive income for the period

Profit for the period

-

-

121

121

Total other comprehensive income

-

-

-

-

__________

__________

__________

__________

Transactions with owners of the Company, recognised directly in equity

-

-

121

121

Issue of ordinary shares for cash

31,000

279,000

-

310,000

Share issue costs

-

(10,382)

-

(10,382)

__________

__________

__________

__________

31 December 2013

31,000

268,618

121

299,739

__________

__________

__________

__________

 

 

 

Unaudited Group statement of cash flows

for the period from incorporation on 24 June 2013 to 31 December 2013

 

 

Notes

€'000

Cash flows from operating activities

Profit for the year

121

Adjustments for:

- Net deficit on revaluation of investment properties

10

44

- Finance income

8

(44)

__________

121

Changes in:

- trade and other receivables

(1,538)

- current liabilities

4,284

__________

Cash inflow from operating activities

2,867

__________

Cash flows from investing activities

Interest received

8

44

Acquisition of investment properties

10

(190,494)

Deposits paid

(2,200)

__________

Net cash used in investing activities

(192,650)

__________

Cash flows from financing activities

Net proceeds from issue of share capital

13

299,618

__________

Net cash inflows from financing activities

299,618

__________

Net increase in cash and cash equivalents

109,835

Cash and cash equivalents at incorporation

-

__________

Cash and cash equivalents at 31 December

12

109,835

__________

 

 

Notes

forming part of the unaudited Group interim financial statements

 

1. Reporting entity

 

Green REIT plc (the 'Company') is a Company domiciled in Ireland. The address of the Company's registered office is Styne House, Hatch Street Upper, Dublin 2. The Company was incorporated on 24 June 2013.

 

The Company's Ordinary Shares were listed on the main markets for listed securities on the Irish Stock Exchange and the London Stock Exchange on Thursday 18 July 2013.

 

These unaudited interim financial statements and the information set out in this report cover the period from incorporation, being 24 June 2013, to 31 December 2013 and do not constitute statutory accounts. The statutory financial statements will be prepared for the period ended 30 June 2014.

 

These unaudited interim financial statements as at and for the period ended 31 December 2013 comprise the Company and its subsidiaries (together referred to as the 'Group' and individually as 'Group entities').

 

2. Basis of preparation

 

(a) Statement of compliance

 

These consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. As permitted by that standard, the Company has prepared a full set of financial statements. Therefore these consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which are effective for accounting periods beginning after 24 June 2013.

 

The Company has not early adopted any forthcoming IASB standards. Note 4 sets out details of such upcoming standards.

 

These consolidated interim financial statements were authorised for issue by the Board of Directors on 9 February 2014.

 

(b) Basis of measurement

 

The consolidated interim financial statements have been prepared on the historical cost basis except for investment properties and derivatives, which are measured at fair value.

 

(c) Functional and presentation currency

 

The consolidated interim financial statements are presented in Euro, which is the Company's functional currency. All financial information presented in Euro has been rounded to the nearest thousand except when otherwise indicated.

 

2. Basis of preparation (continued)

 

(d) Use of estimates and judgements

 

The preparation of the consolidated interim financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.

 

Information about critical judgements in applying accounting policies that have the most significant effect on amounts recognised in the financial statements in the period ending 31 December 2013 is included note 5(a) valuation of investment properties and note 10 investment properties.

 

3. Significant accounting policies

 

The accounting policies set out below have been applied in these consolidated financial statements.

 

(a) Basis of consolidation

 

Subsidiaries

Subsidiaries are entities controlled by the Group. Control is the power to govern the financial and operating activities of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

 

(b) Investment property

 

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss (see note 5(a) in relation to the determination of fair value).

 

Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs.

 

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

 

 

 

3. Significant accounting policies (continued)

 

 (c) Rental income

 

Rental income from investment property is recognised as revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

 

(d) Finance income

 

Interest income is recognised as it accrues in profit or loss, using the effective interest rate method.

 

 (e) Tax 

 

Green REIT plc elected for Group REIT status with effect from July 2013. As a result, the Group does not pay Irish corporation tax on the profits and gains from qualifying rental business in Ireland provided it meets certain conditions. Corporation tax is still payable in the normal way in respect of income and gains from a Group's residual business (generally including any property trading business) not included in the property rental business. The Group would also be liable to pay other taxes such as VAT, stamp duty land tax, stamp duty, local property tax and payroll taxes in the normal way.

 

Tax expense comprises current and deferred tax. Current tax and deferred tax will if applicable be recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

 

Current tax

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax

 

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

 

The measurement of deferred tax reflects the tax consequences that would follow 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.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse using tax rates enacted or substantively enacted at the reporting date.  

 

 

 

3. Significant accounting policies (continued)

 

(f) Provisions

 

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

 

(g) Financial instruments

 

(i) Non-derivative financial assets

 

The Group initially recognises loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

 

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

 

The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets. At 31 December 2013 the Group had the following non-derivative financial assets, which are classified as loans and receivables:

 

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

 

Trade and other receivables

Trade and other receivables are initially recognised at fair value, which is usually the original invoiced amount and subsequently carried at amortised cost using the effective interest method less provision made for impairment, if applicable.

 

(ii) Non-derivative financial liabilities

 

All financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument and are measured initially at fair value less initial direct costs and subsequently measured at amortised cost.

 

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

 

 

 

3. Significant accounting policies (continued)

 

(g) Financial instruments

 

 (iii) Share capital

 

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from the share premium account included in equity.

 

(h) Foreign currency

 

Foreign currency transactions

 

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date.

 

4. New standards and interpretations not yet adopted

 

A number of new standards, amendments to standards and interpretations are effective for future annual periods and have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below and are under review. The Group does not plan to adopt these standards early.

 

New/Revised International Financial Reporting Standards Effective date¹

 

IAS 27 - Separate Financial Statements 1 January 2014

IAS 28 - Investments in Associates and Joint Ventures 1 January 2014

IAS 32 (Amendment) - Offsetting Financial Assets and Financial Liabilities 1 January 2014

IAS 36 - Recoverable Amount Disclosures for Non-Financial Assets 1 January 2014

IFRS 10 - Consolidation Financial Statements 1 January 2014

IFRS 11 - Joint Arrangements 1 January 2014

IFRS 12 - Disclosure of Interests in Other Entities 1 January 2014

Amendments to IFRS 10, IFRS 11 and IAS 27 - Investment Entities 1 January 2014

IFRS 9 - Financial Instruments 1 January 2015*

 

¹ The effective dates are those applying to EU endorsed IFRS if later than the IASB effective dates and relate to periods beginning on or after those dates detailed above.

 

* Not EU endorsed at the time of approval of the interim financial statements.

 

 

 

5. Determination of fair values

 

A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair value is defined, in IFRS 13 Fair Value Measurement, as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

 

(a) Investment property

 

External, independent valuers, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, value the Group's investment property portfolio at each reporting date, in accordance with the Royal Institution of Chartered Surveyors Valuation Standards. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably and without compulsion. 

 

 The primary source of evidence for property valuations should be robust comparable market transactions on an arms-length basis. However, the valuation of the Group's properties is inherently subjective as it is made on the basis of assumptions made that may not prove to be accurate.

 

(b) Trade and other receivables

 

The fair values of trade and other receivables are estimated at the present value of future cash flows, discounted at the market rate of interest at the measurement date. Short-term receivables with no stated interest rate are measured at the original invoice amount if the effect of discounting is immaterial. Fair value is determined at initial recognition and, where appropriate for disclosure purposes.

 

(c) Other non-derivative financial liabilities

 

Other non-derivative financial liabilities are measured at fair value, at initial recognition and, where appropriate for disclosure purposes. Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date.

 

 

 

6. Operating segments

 

The Group is organised in to four business segments, against which the Group reports its segmental information, being Retail Assets, Office Assets, Industrial Assets and Other Assets (properties that do not fall into the preceding classifications). All of the Group's operations are in the Republic of Ireland. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, who has been identified as the Board of Directors of the Company.

 

Unallocated income and expenses are items incurred centrally which are neither directly attributable nor reasonably allocable to individual segments. Unallocated assets are cash and cash equivalents, and certain other assets.

 

The Group's key measures of underlying performance of a segment is net rental income, as this measure illustrates and emphasises that segment's contribution to the reported profits of the Group and the input of that segment to earnings per share. By focusing the prime performance measurement on net rental income, other key statistical data such as capital expenditure, valuation movements and once off exceptional items are separately highlighted for analysis and attention. Information related to each reportable segment is set out below:

 

Office

Assets

Retail

Assets

Industrial

Assets

 

Other

Assets

 

Unallocated

Group

consolidated position

2013

€'000

2013

€'000

2013

€'000

2013

€'000

2013

€'000

2013

€'000

External revenues - rent

1,032

451

75

150

-

1,708

Property outgoings

(15)

(84)

(6)

(161)

-

(266)

Net rental income

1,017

367

69

(11)

-

1,442

Net income/(deficit) on revaluation of investment properties

1,176

(1,559)

(1,134)

 

1,473

-

(44)

Segment profit before tax

2,193

(1,192)

(1,065)

1,462

-

1,398

Administrative expenses

-

-

-

-

(1,321)

(1,321)

Interest income

-

-

-

-

44

44

Profit before tax

2,193

(1,192)

(1,065)

1,462

(1,277)

121

Total segment assets

108,144

52,727

19,257

17,006

108,579

305,713

Investment properties

104,511

51,877

19,000

16,752

-

192,140

 

 

 

7. Revenue

2013

€'000

Investment property rental income

1,708

_______

8. Finance income

2013

€'000

Interest income on short term deposits

44

_______

9. Taxation

 

Tax recognised in profit or loss

2013

€'000

Current tax expense

-

 

Green REIT plc elected for group REIT status with effect from July 2013. As a result, the Group does not pay Irish corporation tax on the profits and gains from qualifying rental business in Ireland provided it meets certain conditions.

 

Instead, distributions to shareholders in respect of the property rental business are treated for Irish tax purposes as income in the hands of shareholders. Corporation tax is still payable in the normal way in respect of income and gains from a Group's residual business (generally including any property trading business) not included in the property rental business. The Group is also liable to pay other taxes such as VAT, stamp duty land tax, stamp duty, local property tax and payroll taxes in the normal way.

 

Within the Irish REIT regime, for corporation tax purposes the property rental business is treated as a separate business to the residual business. A loss incurred by the property rental business cannot be set off against profits of the residual business.

 

An Irish REIT is required to distribute to its shareholders (by way of dividend), on or before the filing date for its tax return for the accounting period in question, at least 85% of the property income of the property rental business arising in each accounting period. Failure to meet this requirement will result in a tax charge calculated by reference to the extent of the shortfall in the dividend paid. A dividend paid by an Irish REIT from its property rental business is referred to as a property income distribution or PID. Any normal dividend paid from the residual business by the Irish REIT is referred to as a Non-PID dividend.

 

The Directors confirm that the Company has remained in compliance with the Irish REIT rules and regulations up to and including the date of this report.

 

 

10. Investment property

2013

€'000

At incorporation

-

Acquisitions

192,184

Change in fair value

(44)

Balance at 31 December

192,140

 

 

All of the Group's investment properties were acquired in the fourth quarter of calendar year 2013. The total consideration before acquisition expenses of the properties acquired up the balance sheet date was €184.7 million and the total costs of acquisition which comprised of stamp duty payable at an average rate of 2%, legal services and other directly attributable costs arising from the transactions amounted to €7.5 million, resulting in total capitalised costs of €192.2 million to the Group on acquisition.

 

The fair value of the Group's investment property at 31 December 2013 has been arrived at on the basis of a valuation carried out at that date by external valuers, CBRE Ireland and Jones Lang LaSalle Ireland. The valuations performed by CBRE and Jones Lang LaSalle, which conform to the Valuation Standards of the Royal Institution of Chartered Surveyors and with IVA 1 of the International Valuations Standards, were arrived at by reference to market evidence of transaction prices for similar properties. 

 

Valuation process

 

The Board of Directors determines the Group's valuation policies and procedures for property valuation. The Board decides which external valuer to appoint to be responsible for the external valuations of the Group's properties. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.

 

The Group utilises the internal valuation department of its Investment Manager, whom hold relevant internationally recognised professional qualifications and are experienced in valuing the types of properties in the applicable locations.

 

The Board decide, after discussions with the Group's external valuers and the Investment Manager:

· Whether a property's fair value can be reliably determined;

· Which valuation method should be applied for each property - at 31 December 2013, the methods that are applied for fair value measurements categorised within Level 3 of the fair value hierarchy is the yield methodology using market rental values capitalised with a market capitalisation rate or yield;

· The assumptions made for unobservable inputs that are used in valuation methods (the major unobservable inputs are estimated rental value, long term vacancy rate and yield).

Valuations are performed on a bi-annual basis at each interim reporting date.

 

 

10. Investment property (continued)

 

In consideration of the fair value of investment properties, the current use of the properties is their highest and best use.

 

Quantitative information about fair value measurements using unobservable inputs (level 3), per property class are as follows:

 

Asset class

Input

Range

Low

High

Retail Assets

Annual rent per sq ft

13.26

63.9

ERV per sq ft

7.83

44.9

Equivalent yield %

5.28

12.53

long term vacancy rate

11%

16%

Office Assets

Annual rent per sq ft

6.2

50.1

ERV per sq ft

4.75

32.5

Equivalent yield %

5.66

8.27

long term vacancy rate

0%

45%

Industrial Assets

Annual rent per sq ft

7

7.2

ERV per sq ft

5.71

5.71

Equivalent yield %

6.99

6.99

long term vacancy rate

0%

0%

Other Assets

Equivalent yield %

6.14

8.25

long term vacancy rate

0%

0%

 

Sensitivity of measurement to variance of significant unobservable inputs

 

A decrease in the estimated annual rent will decrease the fair value. Similarly, an increase in the discount rates and the capitalisation rates will decrease the fair value. There are interrelationships between these rates as they are partially determined by market rate conditions.

 

Across the entire portfolio of investment properties, a 1% increase in yield would have the impact of a €22.3 million reduction in fair value whilst a decrease in yield would result in a fair value increase of €29.5 million. This is further analysed by property class, as follows:

 

Property class

Value +1% Yield

Value -1% Yield

€'000

€'000

Office

(14,391)

19,683

Retail

(5,084)

6,355

Industrial

(1,251)

1,249

Other

(1,594)

2,170

 

 

 

 

11. Trade and other receivables

2013

€'000

Current

Trade receivables

511

VAT receivable

600

Deposits paid

2,200

Other receivables

427

Total current

3,738

 

The Group's exposure to credit and market risks, and impairment losses related to trade and other receivables are disclosed in Note 19. The carrying value of all trade and other receivables approximates to their fair value.

 

Deposits paid

 

Deposits paid represent amounts paid on purchase agreements for the purchase of two properties in December 2013. As at 31 December 3013, these acquisitions had not closed, due to a number of material conditions precedent that the vendor must satisfy. See note 22 for further details.

 

12. Cash and cash equivalents

2013

€'000

Bank balances

109,835

Cash and cash equivalents

109,835

 

The carrying value of cash and cash equivalents is approximate to its fair value.

 

13. Share capital and share premium

 

Share

capital

2013

Share

premium

2013

Total

 

2013

€'000

€'000

€'000

Shares issued during the period

31,000

279,000

310,000

Costs associated with issue

-

(10,382)

(10,382)

At 31 December

31,000

268,618

299,618

 

 

13. Share capital and share premium (continued)

 

Authorised and issued share capital

Ordinary shares of €0.10 each

2013

Number

Authorised

1,000,000,000

Allotted, called up and fully paid

Issued for cash

310,000,000

In issue at 31 December

310,000,000

 

The Company has one class of shares referred to as Ordinary shares. All shares rank equally. The holders of Ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

 

On incorporation the issued share capital of the Company was €40,000 divided into 400,000 ordinary shares of €0.10 each. On 24 June 2013, the Company increased its authorised share capital to €100,000,000 divided into 1,000,000,000 ordinary shares of €0.10 each.

 

The Company subsequently issued 309,600,000 ordinary shares for €0.10 on 17 July 2013, raising total proceeds of €309.96 million before commission, other fees and expenses of €10.4 million. These costs have been netted against the share premium account.

 

14. Dividends

 

There were no dividends declared and paid by the Company during the reporting period and there were no dividends proposed by the Directors in respect of the reporting period up to the date of these interim financial statements.

 

15. Earnings per share

 

Basic earnings per share

 

The calculation of basic earnings per share at 31 December 2013 is based on the profit attributable to ordinary shareholders of €121,000 and a weighted average number of ordinary shares outstanding for the period of 272,522,105, calculated as follows:

 

 

 

15. Earnings per share (continued)

 

Profit attributable to ordinary shareholders (basic)

2013

 

€'000

 

Profit for the period, attributable to the owners

 

of the Company

121

 

 

Weighted average number of ordinary shares (basic)

2013

Issued ordinary at incorporation, 24 June 2013

400,000

Effect of shares issued on 17 July 2013

272,122,105

Weighted average number of ordinary shares for period

272,522,105

Basic earnings per share (cents)

0.04

Diluted earnings per share

 

As there were no share options or any other similar equity instruments in addition to the shares detailed above there are no adjustments required for dilutive or for potentially dilutive earnings per share.

 

16. Net assets value per share

2013

'000

Net assets as at 31 December 2013

€299,739

__________

Ordinary shares in issue at 31 December 2013

310,000

__________

Net Asset Value (NAV) per share (cents)

96.69

__________

 

 

 

17. EPRA net asset value per share

2013

'000

Net assets as at 31 December 2013

€299,739

__________

EPRA net assets

€299,739

__________

Ordinary shares in issue at 31 December 2013

310,000

__________

EPRA NAV per share (cents)

96.69

__________

 

The European Public Real Estate Association (EPRA) issued Best Practices Recommendations most recently in August 2011 and additional guidance in January 2013, which gives guidelines for performance measures

 

The EPRA NAV per share excludes the net mark to market adjustment to the value of financial instruments which are used for hedging purposes and where the company has the intention of keeping the hedge position until the end of the contractual duration, deferred taxation on revaluations and is calculated on a fully diluted basis. At the 31st December 2013, the Group had no financial derivatives, there were was no deferred tax applicable to the business and no dilutive or potentially dilutive equity arrangements in existence.

 

18. Trade and other payables

2013

€'000

Accruals and deferred income

361

Amounts due to related parties

94

Rent and service charges paid in advance

1,277

Service charge creditors

707

Other creditors

1,365

Option liability

1,690

Total trade and other payables

5,494

 

In connection with the purchase of an investment property the Group has granted the vendor an option to acquire a 40% interest in the property. The estimated fair value of the option has been recorded as an option liability above.

 

The carrying value of all other trade other payables is approximate to their fair value.

 

 

19. Financial instruments - risk management and fair value

 

Financial risk management

 

Overview

 

The Group has exposure to the following risks arising from financial instruments:

 

· credit risk

· liquidity risk

· market risk

 

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital.

 

Risk management framework

 

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.

 

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

The Group Audit Committee keeps under review the adequacy and effectiveness of the Company's internal financial controls and the internal control and risk management systems.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's trade and other receivables and cash and cash equivalents. The carrying amount of financial assets represents the maximum credit exposure.

 

Exposure to credit risk

 

Carrying amount

2013

€'000

Trade and other receivables - current

1,538

Cash and cash equivalents

109,835

111,373

 

 

19. Financial instruments - risk management and fair value (continued)

 

Credit risk (continued)

 

Trade and other receivables

 

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group's customer base, including the default risk of the industry in which customers operate, as these factors may have an influence on credit risk. The Group is not exposed to any concentration of revenue with any one customer.

 

The Board has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group's standard payment terms and conditions are offered. The Group's review includes external ratings, when available, and in some cases bank references. Limits are established for each customer, which represents the maximum open amount without requiring approval from the Board; these limits are reviewed quarterly. Customers that fail to meet the Group's benchmark creditworthiness may transact with the Group only on a prepayment basis.

 

In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry, aging profile, maturity and existence of previous financial difficulties.

 

Trade and other receivables relate mainly to the Group's property tenants. The day to day management of the Group's customers is managed by appointed property agents.

 

If necessary, the Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance, where applicable, is determined based on historical data of payment statistics. All receivables were deemed current at 31 December 2013 and no impairment allowance was deemed necessary.

 

Cash and cash equivalents

 

The Group held cash and cash equivalents of €109.8 million at 31 December 2013, which represents its maximum credit exposure on these assets.

 

The Group has appointed BNP Paribas Partners UK Limited as its cash manager, providing the cash manager full discretionary authority to invest in various types of financial instruments including cash deposits and money market funds with the stated aim of preserving the capital values of such assets.

 

At 31 December, the Group had €75m held in BNP Paribas Insticash EUR fund, a money market fund with an AAA rating, which is readily convertible to cash. The remaining cash and cash equivalents are held in current and short term bank accounts.

 

 

 

19. Financial instruments - risk management and fair value (continued)

 

Liquidity risk

 

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

 

The Group monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables and capital commitments. All trade and other payables at 31 December 2013 are considered current with the expected cash outflow equivalent to their carrying value.

 

Market risk

 

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

 

At 31 December 2013, the Group held no derivative or non-derivative financial instruments to manage such risks.

 

Currency risk

The Group is not exposed to currency risk. The Company operates only in the Republic of Ireland.

 

Capital management

 

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. At 31 December 2013, capital consists entirely of equity. The Board monitors the return on capital as well as the level of dividends to ordinary shareholders.

 

20. Related parties

 

(a) Subsidiaries

 

The Company's subsidiaries are detailed in Note 21.

 

The Company transacts with its 100% owned and controlled subsidiaries and has provided them with the necessary funding to facilitate the acquisition of the assets now part of the Group.

 

The Company has provided its subsidiaries with €190.5 million in cash to fund their activities.

 

 

 

20. Related parties (continued)

 

(b) Investment Manager - Green Property REIT Ventures Limited

 

The Company, pursuant to the Investment Manager Agreement entered into on 12 July 2013, is managed by Green Property REIT Ventures Limited. Through the Investment Manager, the Company will have access to the asset management operation of Green Property Management Limited.

 

Investment Manager role and responsibilities

 

The Investment Manager identifies possible property acquisitions for, and opportunities with a view to investment by, the Company by reference to the Company's investment policy and strategy and will be entitled to consult with professional advisors to assist it.

 

The Investment Manager has full discretionary authority to enter into transactions for and on behalf of the Company subject to certain reserved matters which require the consent of the board of directors of the Company. Such reserved matters include the acquisition or disposal of property investment where the aggregate acquisition cost/gross proceeds in respect of such property investment is/are in excess of €30 million (in the case of income producing property) or €15 million (in the case of property not producing income at the time of acquisition) and entry into leases where the rent referable to the relevant lease is greater than 7.5% of the aggregate rental income of the Company.

 

The Board has specified certain reserved matters which require the consent of the Board of the Company and should be approved at a board meeting attended by an appropriate number of directors, a majority of whom must be independent of the Investment Manager.

 

The Investment Manager Agreement has an initial term of five years and thereafter shall continue for consecutive three year periods, unless terminated by either party.

 

Base fee

 

Under the terms of the Investment Manager Agreement the Investment Manager is paid a base fee each quarter calculated by reference to 1% per annum of the EPRA NAV for that Quarter. In addition the Investment Manager Agreement provides that until such time as 50% of the net proceeds of the share issue in July 2013 had been invested the Base Fee would be calculated by reference to 0.5% per annum of the EPRA NAV.

 

The total base fee earned by the IM in the period amounted to €854,000. The Company paid Green Property REIT Ventures €374,000 during the period in relation to the base fee and at 31 December 2013 the Company owed Green Property REIT Ventures €480,000 in respect to the Base Fee.

 

Performance fee

 

In addition to the base fee payable to the Investment Manager the Agreement provides that the Investment Manager can earn a performance fee. This fee is calculated annually and by reference to the performance achieved at the end of the financial year, being 30 June each year. As the equity raised in July 2013 had not been fully deployed at the period end, no performance fee was incurred in the period to 31 December 2013.

 

 

 

20. Related parties (continued)

 

(c) Green Property Holdings Limited

 

Green Property Holdings Limited ("GP Holdings") is a related party by virtue of Mr. Stephen Vernon's shareholding in GP Holdings. At 31 December 2013, GP Holdings held 10,000,000 Ordinary shares of the Company.

 

GP Holdings incurred incorporation and set up costs, travel and subsistence costs in connection with the establishment of the Company totalling €81,000. These costs were third party costs and were charged at cost by GP Holdings to the Company.

 

(d) Green Property Management Ltd

 

Green Property Management Ltd ("GPM") a sister company of the Investment Manager operates a central payroll services for the Irish directors of Green REIT plc. During the period to 31 December 2013, GPM processed Directors fees of €94,000 on behalf of the Company. GPM did not charge any fees or apply any commission for this service and this amount remains payable by the Company to GPM as at 31 December 2013.

 

(e) Directors and key management personnel

 

During the period to 31 December 2013, the Company incurred Directors fees, including taxes and expenses of €120,000. There is no other key management compensation paid by the Company.

 

 

21. Group entities

 

The Company's principal subsidiaries are set out below. All of the Company's subsidiaries are resident in Ireland, with their registered address at Styne House, Upper Hatch Street Dublin 2. All group entities trade and operate in Ireland only.

 

Group company

Company's direct holding

Nature of business

Properties held

Green REIT (ROI) Ltd

100%

Property Investment

INM Building

Classon House

Fitzwilliam Hall

Parkway Retail Park

Globe Retail Park

Parnell Car Park

1-2 College Green

4-5 College Green

97 St Stephens Green

Green REIT (BR) Ltd

100%

Property Investment

2 Burlington Road

Green REIT Mount Street Ltd

100%

Property Investment

85-93 Lower Mount Street

Green REIT Horizon Ltd

100%

Property Investment

Horizon Logistic Park & Lands

Green REIT Arena Ltd

100%

Property Investment

The Arena Centre, Tallaght

Green REIT (Molesworth Street) Ltd

100%

Property Investment

Established to purchase property

 

In addition, some of the Group companies acquired service charge management companies or interests in service charge entities when they acquired the properties they now hold. These interests are not considered material to the Group's operations.

 

22. Subsequent events

 

On 23 December 2013, Green REIT (Molesworth Street) Limited, a wholly owned subsidiary of the Company, entered in to an agreement to buy 30 -33 Molesworth Street, Dublin 2, and paid a deposit of €1.3 million.

 

In addition, on 23 December 2013, Green REIT (ROI) Limited, also a wholly owned entity of the Company, entered in to an agreement to purchase Ormond Building, Ormond Quay, Dublin 2, and paid a deposit of €0.9 million.

 

Each contract contained a number of material conditions precedent to closing which were not satisfied at the period end. In the event that the outstanding conditions are satisfied Green REIT (Molesworth Street) Limited has committed to pay a total purchase price of €13 million to the vendor on closing of the acquisition of the Molesworth Street property and Green REIT ROI Limited has agreed to pay a total purchase price of €9 million to the vendor in relation to the Ormond Building.

 

 

22. Subsequent events (continued)

 

Central Park - Preferred Bidder

 

On 31 January 2014, the Company confirmed that it had been selected by the National Asset Management Agency ("NAMA") as the preferred bidder regarding the potential acquisition of a portfolio of commercial real estate assets known as Central Park in Dublin. As at the date of this report, negotiations relating to the purchase of Central Park remain ongoing.

 

23. Operating lease arrangements

 

The Group earns rental income by leasing its investment and operating properties to tenants under non-cancellable operating leases. At the balance sheet date, the Group had contracted with tenants to receive the following future minimum lease payments:

 

2013

€'000

Not later than a year

15,557

Later than one year but not more than five years

48,826

More than five years

60,416

124,799

 

24. Approval of financial statements

 

These financial statements were approved by the Board on 9 February 2014.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR EAFANELLLEAF

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