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Results for the year ended 31 December 2017

9th Mar 2018 07:00

RNS Number : 2288H
Secure Income REIT PLC
09 March 2018
 

9 March 2018

Secure Income REIT Plc

(the "Company" or the "Group")

 

Results for the year ended 31 December 2017

 

Secure Income REIT Plc (AIM: SIR), the specialist long term income UK REIT, today announces its results for the year ended 31 December 2017.

 

Highlights

 

EPRA NAV per share up 14.5% to 370.4p over the year to 31 December 2017

 

Adjusted EPRA EPS up 20.4% to 13.6p for the year

 

Total EPRA NAV per share growth plus dividends returned 19% for the year, mirrored by Total Shareholder Return of 19%

 

Portfolio valuation up 7.8% over the year to £1.77 billion at 31 December 2017

 

Portfolio valued at a blended net initial yield of 5.1%

 

Net Loan To Value ratio further reduced to 49.6%, down from 53.5% at 31 December 2016

 

Fully covered distributions currently yielding 3.8% on 31 December 2017 EPRA NAV, up 19.1% on the year ended 31 December 2016

 

81 Key Operating Assets in defensive sectors producing £95.7 million per annum of passing rent at 31 December 2017, up from £92.6 million per annum over the year

 

Strong and predictable growth prospects underpinned by annual fixed and RPI-linked uplifts

 

Portfolio rents have inbuilt growth: 58% have fixed annual uplifts (min 2.8% per annum); 27% are subject to annual uncapped upwards only RPI; 15% with five yearly uncapped upwards only RPI

 

Weighted average unexpired lease term of 22.2 years with no breaks

 

Management team significantly aligned, with a 16.4% stake worth c. £140 million at 31 December 2017 EPRA NAV

 

Two substantial off market acquisitions totalling £436 million announced today, alongside a proposed placing of ordinary shares targeting gross proceeds of up to £315.5 million conditional on shareholder approval at a general meeting, and an associated new £128.7 million debt financing at c. 30% loan to cost

 

- The acquisitions meet the Board's strict investment criteria and will be significantly dividend accretive, materially deleveraging the Group's balance sheet and reducing its weighted average cost of debt, while also maintaining its very long weighted average unexpired lease term. The acquisitions have the secure long term inflation protected income that is at the core of the Group's business and also present a number of value enhancing opportunities through asset management.

- Further details are contained in the announcement and circular to shareholders issued today, available in the Investor Centre of the Company's website at www.SecureIncomeREIT.co.uk.

 

 

31 December 2017

31 December 2016

Change in year

Net assets

£860.6m

£737.4m

up 16.7%

 

 

 

 

EPRA net assets

£870.8m

£745.9m

up 16.7%

EPRA net asset value per share

370.4p

323.6p

up 14.5%

 

 

 

 

Annualised passing rent at 31 December

£95.7m

£92.6m

up 3.3%

Adjusted EPRA earnings per share

13.6p

11.3p

up 20.4%

 

 

 

 

Dividends paid in the year (commenced August 2016)

13.6p

5.9p

 

Annualised dividend per share at year end

14.0p

11.75p

up 19.1%

 

 

 

 

Total Accounting Return

18.7%

16.5%

 

 

Martin Moore, Non-Executive Chairman of the Company, commented:

"We are pleased to announce NAV per share growth of 14.5% for the year and a total shareholder return of 19%. Our portfolio of key operating assets in defensive sectors let to strong covenants on long leases provides income security whilst our upwards only RPI reviews and fixed rental uplifts generate both predictable and attractive levels of income growth.

 

Secure Income REIT has been a beneficiary of being an early mover into this market with its NAV per share more than doubling since float in 2014 but we believe that this has further to run. The weight of cash seeking well-let index-linked property is in our judgment far in excess of the stock currently available on the market, which continues to put upward pressure on prices.

 

In this context we are also pleased to announce the proposed purchase of two separate portfolios at a total cost of £436 million, offering an attractive net initial yield of 6% and an average unexpired lease term of over 20 years with 86% of the income offering RPI protection plus a further 13% with fixed uplifts. The assets include Manchester Arena, the UK's largest indoor entertainment arena, 76 Travelodge hotels and the largest catered event space in the City of London at the Chiswell St Brewery. The Board and management team are excited by the opportunities presented by the new transactions and intend to invest a further £5.25 million cash in new shares to support this £315.5 million placing."

 

 

Prestbury Investments LLP

Nick Leslau

Mike Brown

Sandy Gumm

 

+44 20 7647 7647

[email protected]

Stifel Nicolaus Europe Limited (Nominated Adviser & Broker)

Mark Young

David Arch

Tom Yeadon

 

+44 20 7710 7600

[email protected]

Newgate (PR Adviser)

James Benjamin

Anna Geffert

Leena Patel

+44 20 7680 6550

[email protected]

 

Notes to Editors

Secure Income REIT Plc is a UK REIT specialising 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, secure, inflation protected income flows. The Group owns a portfolio of 81 well established operating real estate assets including some of the UK's top visitor attractions and theme parks: namely Alton Towers theme park and hotel, Thorpe Park and Warwick Castle, as well as 20 private hospitals and 55 Travelodge hotels in the UK.

 

Meeting for investors and analysts and audio recording of results available

A meeting for investors and analysts will be held at 9.30am today at:

Newgate Communications

Sky Light City Tower

50 Basinghall Street

London, EC2V 5DE

In addition, later in the day an audio recording of this meeting and the presentation will also be available to download from the Company's website: http://secureincomereit.co.uk/disclaimer/investor-centre

 

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,

I am very pleased to report another year of the Group delivering strong shareholder returns, demonstrating the benefits of the quality of the Group's portfolio and its secure long term rental flows with their in-built fixed and inflation linked uplifts.

 

The Board's stated intention is to continue in a disciplined way to build on the strong foundations of the business, only making acquisitions that meet stringent criteria. I am delighted to announce today that we have secured two significant off-market portfolio acquisitions that satisfy these conditions. The details of the acquisitions and related proposed share placing are set out in an announcement and circular to shareholders published today, both of which are available in the investor centre of the Company's website. We believe that these acquisitions will not only continue to deliver the strong and predictable income and capital returns that are at the heart of the Company's strategy but also present some exciting opportunities for value enhancement through asset management.

 

Results and financial position

The Group's EPRA NAV at 31 December 2017 was 370.4 pence per share, an increase of 14.5% over the year which, when added to the dividends of 13.6 pence paid in the year, represents a Total Accounting Return of 18.7%.

 

 

 

£m

Pence per share

EPRA NAV at 1 January 2017

 

745.9

323.6

Investment property revaluation

 

124.9

54.2

Other retained earnings

 

31.2

6.2

Dividends paid

 

(31.2)

(13.6)

EPRA NAV at 31 December 2017

 

870.8

370.4

 

The results for the year ended 31 December 2017 do not include any effects of the proposed acquisitions.

 

The increase in EPRA NAV per share over the year was driven by a 7.8% like for like valuation increase due to rents rising by 3.3% and a 22 basis point yield improvement. The blended Net Initial Yield at 31 December 2017 of 5.1% is expected to rise to 5.2% by July 2018 on completion of the next round of annual rental uplifts.

 

The Group's Adjusted EPRA Earnings Per Share has increased by 20.4%, to 13.6p in 2017 from 11.3p in 2016, which largely reflects the positive impact of the £196 million Travelodge portfolio acquisition in 2016 and the increase in like for like passing rents over the year.

 

The Net Loan To Value ratio at 31 December 2017 was 49.6%, down from 53.5% at the end of 2016, and continuing its downwards trajectory in line with our strategy. Our expectation is that this ratio will continue to fall, with the decline enhanced by future earnings and dividend accretive acquisitions which will be financed at lower rates than the current levels of gearing.

 

Outlook

2018 has commenced with global stock markets providing a useful reminder that equity investors earn their rewards from living with volatility. Bond yields and interest rates have also begun to rise but remain at very low levels compared to any time in history. 30 year gilts offer a paltry 2% yield, insufficient compensation in our view against inflation running at 3% per annum. Meanwhile, inflation protection remains eye-wateringly expensive with index-linked gilts yielding minus 1.5%, guaranteed to produce a loss in real terms for any investor holding until redemption.

 

This background remains highly supportive for our business as the search for yield and income growth continues with roughly £4 billion raised in the UK stock market in the last 15 months by REITs in the logistics and alternative real estate sectors. Dedicated institutional long lease property funds have also been attracting cash at what appears to be a faster rate than most have been able to deploy it. Finally, mainstream institutional property investors continue to rebalance their portfolios, reducing their exposure to challenged high streets and taking advantage of strong overseas investor demand to switch out of cyclically high London office values. The cash released is typically being recycled into warehouses and alternatives. The squeeze is accentuated by the fact that high quality long lease assets are not so readily manufactured at a time when most strong businesses can raise cash more cheaply through the corporate bond market than via sale and leasebacks. The result is that the weight of cash seeking well-let index-linked property is in our judgement far in excess of the stock currently available on the market, which continues to put upward pressure on prices.

 

 

Early movers may have reaped the biggest rewards with the Group's NAV per share more than doubling since float in 2014, but we believe that we are only part way through this process and a significant value gap remains. To illustrate, if we take the current market projections for inflation over the next five years, we would anticipate dividend growth in the order of 6% per annum from our portfolio. When combined with a dividend yield of approaching 4%, this has the potential to provide a much healthier level of prospective return than current industry forecasts for UK commercial property, which are typically in mid-single figures over a similar time frame. With stronger covenants and longer leases generating, through fixed uplifts and upwards only RPI reviews, much greater income growth predictability than most property portfolios, we believe that our returns ought to be delivered with greater inflation protection and less risk. It is this potential to generate higher prospective returns at lower risk that is fuelling investor enthusiasm in our sector. Given that our Net Initial Yield of 5.1% stands at the same level as the all property Net Initial Yield on the IPD monthly index, we expect that this process has further to run and we continue to view the future with confidence.

 

We are also pleased to announce the next chapter in the Group's growth. Two separate portfolios satisfying our strict acquisition criteria have been secured off-market for a total cost of £436 million, offering an attractive net initial yield of 6.0% with average unexpired lease terms of over 20 years, and 86% of the income with RPI protection plus a further 13% with fixed uplifts. The Manchester Arena complex, the biggest single asset, includes the largest capacity indoor entertainment arena in the UK and the second largest in Europe, which is let to the world's biggest manager of sports and entertainment venues for a further 27 years. The budget hotel sector has been a happy hunting ground for the Group with excellent performance from our 2016 acquisition and we are pleased to have secured a further 76 Travelodge hotels. The acquisitions also include the well-known Chiswell Street Brewery, one of London's top three catered event spaces by capacity, and a small package of well-let pubs. Following the acquisitions, we expect a dividend yield of 4.3% on the 365.0 pence per share placing price, with a further diversified covenant profile and reduction in our Net Loan to Value from c. 50% to 46%, whilst maintaining our attractive total returns outlook. The Board and management team are excited by the opportunities presented by the new acquisitions and intend to invest a further £5.25 million cash in new shares to support this £315.5 million placing.

 

Martin Moore

Chairman

9 March 2018

 

 

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 year ended 31 December 2017.

 

Portfolio

The portfolio at 31 December 2017 comprised 81 properties, with secure, long term income and contractual rental uplifts offering inflation protection, producing £95.7 million of passing rent, up 3.3% from £92.6 million at 31 December 2016 on an unchanged portfolio over that period. The basis of rent review for the portfolio held at 31 December 2017 is:

 

· 58% subject to fixed annual uplifts with a weighted average uplift of 2.8% per annum

· 27% subject to annual uncapped upwards only RPI-linked reviews

· 15% subject to five yearly uncapped upwards only RPI-linked reviews

 

Every property is a Key Operating Asset - one where its operations are integral to the tenant's business, ensuring added income security. The majority of the rent is secured by guarantors whose businesses offer global spread and which have performed very well over many years, demonstrating strong defensive qualities.

 

The portfolio is fully let for a weighted average term of 22.2 years from 31 December 2017 with no break options, and on full repairing and insuring leases, meaning that property running costs are low and there is no capital expenditure requirement.

 

Portfolio valuation

The portfolio is valued by qualified external valuers every six months for the Group's interim and annual reports. The overall movements in rent and valuation are shown in the table below and are further explained for each sub-portfolio in the following sections.

 

 

Healthcare

 

Leisure

 

Hotels

 

Total

 

31 Dec 2017

£m

Change in year

 

31 Dec 2017

£m

Change in year

 

31 Dec 2017

£m

Change in year

 

31 Dec 2017

£m

31 Dec 2016

£m

Change in year

Passing rent

48.9

2.8%

 

32.7

4.1%

 

14.1

3.2%

 

95.7

92.6

3.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation:

 

 

 

 

 

 

 

 

 

 

 

 

England

944.5

5.8%

 

487.4

7.3%

 

186.8

16.6%

 

1,618.7

1,507.3

7.4%

Scotland

-

-

 

-

-

 

43.7

15.4%

 

43.7

37.9

15.4%

Germany at constant Euro exchange rate

-

-

 

104.2

8.1%

 

-

-

 

104.2

96.5

8.1%

Euro exchange rate movement

-

-

 

3.6

3.6%

 

-

-

 

3.6

-

3.6%

Total

944.5

5.8%

 

595.2

8.1%

 

230.5

16.3%

 

1,770.2

1,641.7

7.8%

 

The valuation increase comprises:

 

Year to 31 December 2017

£m

Year to 31 December 2016

£m

Investment properties at the start of the year

1,641.7

1,543.9

Investment property revaluation movement at constant currency

124.9

85.0

Currency translation movements on Euro denominated investment properties

3.6

12.8

Revaluation in the year

128.5

97.8

Investment properties at the end of the year

1,770.2

1,641.7

 

Yield movements in the year

 

Healthcare

 

Leisure

 

Hotels

 

Total

 

31 Dec 2017

31 Dec 2016

 

31 Dec 2017

31 Dec 2016

 

31 Dec 2017

31 Dec 2016

 

31 Dec 2017

31 Dec 2016

Net Initial Yield *

4.9%

5.0%

 

5.1%

5.3%

 

5.8%

6.5%

 

5.1%

5.3%

Running Yield by July 2018 +

5.0%

5.1%

 

5.3%

5.5%

 

5.8%

6.6%

 

5.2%

5.4%

Weighted average unexpired lease term (years)

19.6

20.6

 

24.5

25.5

 

25.4

26.3

 

22.2

23.1

* the healthcare yields take no account of any uplift from the outstanding earnings based May 2017 review on the Ramsay hospitals, which account for 96% of the healthcare rents at 31 December 2017

+ the leisure and hotels running yields are calculated using the external valuer's assessment of RPI at 2.5%

 

Portfolio total rents

As the composition of the portfolio has not changed over the year and all properties are fully let on long leases, the tenants also remained unchanged over the year with passing rent as follows:

 

Tenant/guarantor

31 December 2017

£m

31 December 2016

£m

Ramsay Health Care Limited

46.9

45.6

Merlin Entertainments Plc - UK

26.4

25.5

Travelodge Hotels Limited

14.1

13.7

Merlin Entertainments Plc - Germany (Euro denominated)

6.3

5.9

Orpea SA

2.0

1.9

 

95.7

92.6

 

Further information on the tenants and guarantors underpinning each portfolio is given within the portfolio analyses that follow this section.

 

The portfolio rents will increase every year as a result of the fixed and RPI-linked reviews, which as at 31 December 2017 operate as follows:

 

 

Percentage of rents subject

to review

Continuing until at least

Fixed annual uplifts averaging 2.8% per annum

58%

May 2037

Annual upwards only uncapped RPI-linked reviews

27%

July 2042

Five yearly upwards only uncapped RPI-linked reviews

15%

October 2038

 

Healthcare assets (53% of portfolio value)

The healthcare assets comprise 20 freehold private hospitals: a portfolio of 19 located throughout England let to a subsidiary of Ramsay Health Care Limited, the listed Australian healthcare company, and a private psychiatric hospital in central London let to Groupe Sinoué, a French company specialising in mental health and guaranteed by its listed French parent company, Orpea SA. Passing rent on the healthcare portfolio is as follows:

 

 

31 December 2017

£m

31 December 2016

£m

Ramsay hospitals

46.9

45.6

London psychiatric hospital

2.0

1.9

 

48.9

47.5

 

The leases on the Ramsay hospitals are all guaranteed by Ramsay Health Care Limited, the listed parent company of 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 8 March 2018 of £7.2 billion.

 

The Ramsay hospitals are let on full repairing and insuring leases with a term to expiry at 31 December 2017 of 19.4 years without break. The rent increases in May each year by a minimum of a fixed 2.75% per annum throughout the lease term and as a result will increase to at least £48.2 million on 3 May 2018. In addition, at the Group's option, rent could be increased with effect from 3 May 2017 to the higher of the 2.75% per annum uplift or to 57.525% of site earnings before interest, tax, depreciation, amortisation, rent and head office costs, and every fifth year thereafter to the higher of a 2.75% per annum uplift and open market rental value.

 

While the 3 May 2017 fixed uplift has taken effect, the earnings based rent review at that date remains outstanding. In accordance with the process laid out in the leases, in the absence of agreement of the uplift with the tenant, the matter has been referred to an independent expert for consideration and whose opinion will be binding on the parties. Assuming there are no variations to the timetable agreed by the expert, this determination is expected to be received at the earliest in June 2018. The financial information in this announcement takes no account of any potential increase in rental income that may arise from the review, as we consider that the estimate of the additional revenue in 2017 is not material, particularly as any uplift would need to be spread over the 20 years of the lease remaining at the review date.

 

The lease on the London psychiatric hospital is guaranteed by Orpea SA, the listed 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 8 March 2018 of £5.8 billion. Orpea owns 45% of Groupe Sinoué, which is the parent company of the tenant. The hospital is let on a full repairing and insuring lease with a term to expiry at 31 December 2017 of 26.6 years without break. The rent increases in May each year by a fixed 3.0% per annum throughout the lease term and as a result will increase from £2.0 million to £2.1 million on 3 May 2018.

 

Leisure assets (34% of portfolio value)

The leisure assets are located in England and Germany and comprise four well known visitor attractions, including two of the UK's top three theme parks, and two hotels. The UK assets are Alton Towers theme park and the Alton Towers hotel, Thorpe Park theme park and Warwick Castle, while the German assets are Heide Park theme park (the largest in Northern Germany) and the Heide Park hotel, both located in Soltau, Saxony. Passing rent on the leisure portfolio is as follows:

 

 

31 December 2017

£m

31 December 2016

£m

UK

26.4

25.5

Germany (at 31 December 2017 exchange rate)

6.3

6.1

 

32.7

31.6

 

The properties are held freehold and are let to substantial subsidiaries of Merlin Entertainments Plc, the guarantor of the leases. Merlin is a FTSE 250 company with a market capitalisation at 8 March 2018 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 average term to expiry of the leisure leases is 24.5 years without break and the tenants have two successive rights to renew them for 35 years at the end of each term. The leases are on full repairing and insuring terms. There are upwards only uncapped RPI-linked rent reviews every June throughout the term (based on RPI over the twelve months to April each year) for the UK leisure portfolio, which in 2017 resulted in a rental increase of 3.5%. The German properties are subject to fixed annual increases of 3.34% every July throughout the term, as a result of which the German rents will increase from £6.3 million to £6.6 million on 29 July 2018 (translated at the 31 December 2017 exchange rate).

 

Hotel assets (13% of portfolio value)

The hotel assets comprise 55 Travelodge hotels, 48 located in England and seven in Scotland, let to Travelodge Hotels Limited which is the main operating company within the Travelodge Group, trading in the UK, Ireland and Spain with 558 hotels and over 42,000 rooms as at 31 December 2017. Travelodge is one of the UK's leading hotel brands with approximately 19 million customers in 2017.

 

The average term to expiry of the leases is 25.4 years with no break clauses, and the leases are on full repairing and insuring terms, with Travelodge also responsible for reimbursing the Group for head lease rentals and any other amounts owing to the landlords of the 17 leasehold properties. There are upwards only uncapped RPI-linked rent reviews every five years throughout the term of each lease, the most recent of which settled in October 2017 resulting in passing rent of £14.1 million at the balance sheet date.

 

Financing

The Group's operations are financed by a combination of cash resources and non-recourse debt finance, where the assets at risk in the event of a loan default are limited to those within four ring-fenced sub-groups. Each facility is self-contained, with no cross default provisions between the four of them, and in all cases substantial financial covenant headroom is in place. The weighted average interest cost is 5.1% per annum and the weighted average term to maturity is 6.5 years from 31 December 2017.

 

The Group's gross and net debt at 31 December 2017 is as follows:

 

 

Healthcare

Healthcare

Leisure

Hotels

Portfolio total

Unsecured

Group

total

 

£m

£m

£m

£m

£m

£m

£m

Gross debt

217.8

309.1

380.4*

60.0

967.3

-

967.3

Secured cash and regulatory reserve

(5.5)

(6.7)

(8.2)

(3.0)

(23.4)

(0.5)

(23.9)

Free cash

(0.1)

(0.1)

(1.7)

(3.8)

(5.7)

(59.2)

(64.9)

Net debt

212.2

302.3

370.5

53.2

938.2

(59.7)

878.5

 

 

 

 

 

 

 

 

Property valuation

417.3

527.2

595.2

230.5

1,770.2

-

1,770.2

 

 

 

 

 

 

 

 

Net LTV

50.8%

57.3%

62.3%

23.1%

53.0%

 

49.6%

Interest cover †

2.3x

1.7x

1.5x

8.7x

2.0x

 

 

* including €71.8 million of Euro loans translated at the year end exchange rate of €1:£0.8873

interest cover for these purposes is measured as passing rent divided by annualised interest cost at the date of measurement

 

Following scheduled amortisation payments in January 2018, the total gross debt at the date of this report, including Euro denominated debt at the 31 December 2017 exchange rate, is £966.3 million. There have been no defaults or potential defaults in any facility during the year or since the balance sheet date. The extent of headroom on financial covenants at the balance sheet date is analysed in the business review on the following pages.

 

Key terms of the facilities outstanding at 31 December 2017 are as follows:

 

 

Healthcare

Healthcare

Leisure

Hotels

Loan principal at 31 December 2017

£217.8m

£309.1m

£380.4m*

£60.0m

Number of assets securing loan

9

11

6

55

Fixed interest rate

4.29%

5.30%

5.68%

2.71%

Annual cash amortisation assuming full covenant compliance

£1.0m

£3.2m

£3.8m

(years 6 and 7)

None

Final repayment

September 2025

October 2025

October 2022

October 2023

* £316.8 million of senior and mezzanine Sterling loans secured on the UK assets and €71.8 million of senior and mezzanine Euro denominated loans secured on the German assets (translated at the year end exchange rate of €1:£0.8873) with all Leisure portfolio loans cross-collateralised. Cash amortisation of £3.2 million per annum on the sterling facility and €0.7 million per annum on the Euro facility applies from October 2020 to October 2022.

 

The Board's approach to managing the Group's capital structure includes ensuring that the risk of any breach of covenants within secured debt facilities is carefully managed. This includes structuring facilities to ring fence the extent to which the Group's assets are at risk, ensuring that levels of headroom over financial covenants are appropriate and maintaining a level of uncommitted cash to apply in curing debt defaults in the unlikely event that it is needed.

 

When evaluating the appropriateness of the level of secured debt, the Board has regard to the unusual nature of the Group's income streams, specifically that all of the occupational leases are significantly longer than conventional leases for UK real estate and that the Group's rental income increases annually, as a result of the annual minimum fixed rental uplifts on 58% of portfolio income, with the additional prospect of RPI uplifts on the rest of the portfolio. This structure gives rise to a naturally deleveraging debt profile on the assumption of constant valuation yields.

 

Business review

Key performance indicator - Total Accounting Return

The principal financial outcome that the Board seeks to achieve is attractive growth in shareholder returns. The Board monitors both Total Accounting Return, which is the movement in EPRA NAV per share plus dividends, and Total Shareholder Return, which is the share price movement plus dividends. The principal focus for the Board is on Total Accounting Return as the Total Shareholder Return, while important, is also subject to wider market movements not necessarily related to the Group itself.

 

The movements in net asset value as reported under IFRS and disclosed in the consolidated balance sheet are as follows:

 

 

Year to 31 December 2017

Year to 31 December 2016

 

£m

Pence per share

£m

Pence per share

NAV at start of year

737.4

324.5

504.4

279.7

Investment property revaluation

113.4

49.2

72.2

32.5

Net results: rental income less administrative expenses and finance costs

43.1

18.7

37.1

19.2

Dividends paid

(31.2)

(13.6)

(12.0)

(5.8)

Incentive fee

(1.6)

(0.7)

(1.1)

(0.6)

Dilution from shares issued in settlement of previous year's incentive fee *

-

(4.6)

-

-

Tax charge

(1.7)

(0.7)

(1.7)

(0.8)

Currency translation movements

1.2

0.5

3.0

1.7

October 2016 share placing:

 

 

 

 

Gross proceeds

-

-

140.0

0.8

Costs

-

-

(2.5)

(1.1)

Costs of March 2016 secondary placing

-

-

(2.0)

(1.1)

NAV at end of year

860.6

373.3

737.4

324.5

* shares are issued in settlement of any incentive fee after the relevant year end, usually in March, following the issue of the Group's audited financial statements for that year

 

 

 

Business review (continued)

EPRA NAV takes the balance sheet measure of net asset value and excludes items that are considered to have no relevance to the assessment of long term performance. EPRA NAV also reflects any dilution in returns per share arising from the issue of shares in settlement of incentive fees payable in respect of the period. The Board considers EPRA NAV to be an appropriate measure as it provides for clearer and more consistent comparisons between the Company's performance and that of its peer group than the balance sheet measure of NAV.

 

In accordance with the EPRA Guidance, to calculate EPRA NAV the Group's consolidated net asset value is adjusted to exclude deferred tax on investment property revaluations relating to the German assets and is also adjusted for the dilutive impact of the shares to be issued in satisfaction of incentive fees payable in the period. The latter adjustment arises because, despite the incentive fee being accounted for in the results for the year, basic net asset value per share calculated in accordance with accounting standards does not include the impact of the shares to be issued in satisfaction of that fee.

 

The Group's EPRA NAV per share at 31 December 2017 was 370.4 pence, which represents a 14.5% increase over the year. The 46.8 pence per share uplift, together with dividends of 13.6 pence per share, results in a 60.4 pence per share Total Accounting Return, equivalent to an 18.7% return over the year.

 

 

Year to 31 December 2017

Year to 31 December 2016

 

£m

Pence per share

£m

Pence per share

EPRA NAV at start of year

745.9

323.6

510.1

282.8

Investment property revaluation *

124.9

54.2

85.0

39.2

Net results: rental income* and other income less administrative expenses, finance costs and current tax

31.4

13.7

24.4

12.6

Dividends paid

(31.2)

(13.6)

(12.0)

(5.8)

Incentive fee - 2.2% (2016: 1.5%) dilution from shares to be issued

(1.6)

(8.0)

(1.1)

(5.3)

Currency translation movements

1.4

0.5

4.0

2.3

October 2016 share placing:

 

 

 

 

Gross proceeds

-

-

140.0

-

Costs

-

-

(2.5)

(1.1)

Costs of March 2016 secondary placing

-

-

(2.0)

(1.1)

EPRA NAV at end of year

870.8

370.4

745.9

323.6

 

 

 

 

 

Growth in EPRA NAV

124.9

46.8

235.8

40.8

Dividends paid

31.2

13.6

12.0

5.8

Total Accounting Return

156.1

60.4

247.8

46.6

Total Accounting Return - percentage

 

18.7%

 

16.5%

* adjusted by 5.0 pence (2016: 6.7 pence) of rent smoothing adjustments explained below.

 

The key elements of the movements in net asset value presented under the EPRA measure are substantially the same as those shown in the financial information, with the principal differences being the exclusion of movements in deferred tax and the inclusion of the dilutive impact of the incentive fee share issue in the EPRA measure. EPRA NAV is reconciled to the balance sheet net asset value measured in accordance with accounting standards in note 22 to the financial information.

 

Rent smoothing

In addition to the valuation movements, a rent smoothing adjustment arises on investment property revaluations because accounting standards require that the impact of fixed rental uplifts is spread evenly over the term of each relevant lease. The adjustments relate to those rents on the healthcare assets which increase by 2.75% (on 96% of healthcare rents) and 3.0% (on 4% of healthcare rents) every May, and those rents on the German leisure assets which increase by 3.34% every July.

 

The impact of this accounting treatment is to reflect a receivable, included in the book value of investment property, for the amount of rent included in the income statement ahead 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:

 

 

Receivable at

Maximum

 

 

31 December

receivable at

Midway point

 

2017

at midway point

in lease term

 

£m

£m

 

Healthcare - Ramsay hospitals

145.2

165.2

May 2022

Healthcare - Lisson Grove hospital

8.6

20.6

Nov 2025

German leisure*

32.0

41.6

Jan 2025

 

185.8

227.4

 

* at the year end Euro conversion rate of €1:£0.8873

 

In order 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 the income statement presentation, currently increasing rental income and reducing property revaluation movements, but not the Group's net assets. The annual impact of this adjustment is known with certainty unless there are acquisitions, disposals or lease variations. Assuming no change in the portfolio, the additional revenue and reduced valuation movement recognised during the year and expected for each of the next three financial years is as follows:

 

 

Healthcare

German leisure*

Total

 

£m

£m

£m

2017

9.2

2.2

11.4

2018

7.9

2.0

9.9

2019

6.6

1.8

8.4

2020

5.1

1.5

6.6

* at the 2017 average Euro conversion rate of €1:£0.8762

 

Key performance indicator - Adjusted EPRA earnings per share

The Company's dividend policy is to distribute its Adjusted EPRA EPS through payment of a fully covered cash dividend, paid quarterly.

 

The Group's basic EPS is calculated in accordance with accounting standards, which require that the weighted average number of shares in issue is calculated on the assumption that shares issued in settlement of any incentive fee are treated as having been issued on the first day of the following year when in fact they are generally issued some three months later. Basic EPS is therefore calculated on 230.5 million shares for 2017 and amounted to 59.5 pence per share which comprised:

 

 

Year to 31 December 2017

Year to 31 December 2016

 

£m

Pence per share

£m

Pence per share

Investment property revaluation

113.4

49.2

72.2

37.7

Rental income net of property outgoings

106.6

46.3

93.1

48.7

Net finance costs

(51.8)

(22.5)

(49.7)

(25.9)

Incentive fee and irrecoverable VAT thereon

(17.6)

(7.6)

(10.5)

(5.5)

Administrative expenses

(11.9)

(5.2)

(11.1)

(5.8)

Tax charge

(1.7)

(0.7)

(1.7)

(1.0)

Other income

0.2

-

-

-

Earnings

137.2

59.5

92.3

48.2

 

Diluted EPS of 58.4 pence per share is based on the same earnings figure as basic EPS but is calculated on 235.1 million shares for 2017, which includes the 4.6 million shares still to be issued in settlement of the incentive fee for the year.

 

The Group's EPRA EPS excludes from basic EPS any investment property revaluations and related deferred tax, to give a measure of underlying earnings from core operating activities.

 

Adjusted EPRA EPS excludes any incentive fee (largely derived from investment property revaluations) and any significant non-recurring costs (such as the £2.0 million costs of the secondary placing in 2016). It is further adjusted to remove the effect of smoothing the fixed rental uplifts, in order not to artificially flatter dividend cover calculations. In calculating Adjusted EPRA EPS, the weighted average number of shares for 2017 was 229.7 million, reflecting the actual date on which shares were issued in settlement of the 2016 incentive fee, so as not to create a mismatch between the basis of calculating Adjusted EPRA EPS and dividends per share paid in the year.

 

The composition of the EPRA and Adjusted EPRA earnings measures is as follows:

 

 

Year to 31 December 2017

Year to 31 December 2016

 

£m

Pence per share

£m

Pence per share

Rental income net of property outgoings:

 

 

 

 

Portfolio owned throughout the period

92.0

39.9

90.7

47.6

Hotels portfolio purchased October 2016

13.9

6.0

2.4

1.1

Net finance costs:

 

 

 

 

Facilities drawn throughout the period

(49.1)

(21.2)

(49.3)

(25.8)

Hotels loan drawn down October 2016

(1.9)

(0.8)

(0.3)

(0.1)

Administrative expenses

(11.9)

(5.2)

(11.1)

(5.8)

Incentive fee and irrecoverable VAT thereon

(17.6)

(7.6)

(10.5)

(5.5)

Tax charge

(0.3)

(0.2)

-

-

EPRA earnings

25.1

10.9

21.9

11.5

Rent smoothing

(11.5)

(5.0)

(12.8)

(6.7)

Incentive fee

17.6

7.6

10.5

5.5

Adjustment of weighted average number of shares

-

0.1

-

-

One-off costs of secondary share placing

-

-

2.0

1.0

Adjusted EPRA earnings

31.2

13.6

21.6

11.3

 

The key components of the Group's earnings are its rental income, administrative expenses and finance costs. An analysis of the Group's rental income is included in the portfolio review earlier in this report and the other items are analysed below.

 

Adjusted EPRA EPS: administrative expenses

The Group's administrative expenses for the year, which are the same under accounting standards and the EPRA measures, were as follows:

 

 

Year to 31 December 2017

Year to 31 December 2016

 

£m

Pence per share

£m

Pence per share

Advisory fees

10.1

4.4

7.8

4.1

Other recurring administrative expenses

1.3

0.6

0.7

0.4

Corporate costs

0.5

0.2

0.6

0.3

Recurring administrative expenses

11.9

5.2

9.1

4.8

Incentive fee payable in shares

16.0

7.0

9.4

4.9

VAT on incentive fee, payable in cash

1.6

0.6

1.1

0.6

Costs of March 2016 secondary placing

-

-

2.0

1.0

Total administrative expenses

29.5

12.8

21.6

11.3

 

Because VAT cannot be applied to the rents on the Healthcare assets, there is an element of irrecoverable VAT incurred on the Group's running costs which is included within each relevant line item in the table above. The proportion of disallowed VAT on general running costs averaged 48% during the year and was 48% as at 31 December 2017.

 

As an externally managed business, the majority of the Group's overheads are covered by the advisory fees paid to the Investment Adviser. The Investment Adviser then meets office running costs and remuneration for the whole management and support team. The advisory fees payable to the Investment Adviser are calculated on a sliding scale based on the Group's EPRA NAV, payable at:

 

· 1.25% per annum on EPRA NAV up to £500 million; plus

· 1.0% on EPRA NAV from £500 million to £1 billion; plus

· 0.75% thereafter.

 

The advisory fee is further explained in note 24 to the financial information. The fee for the year amounted to £9.3 million plus VAT (2016: £7.0 million plus VAT). The annualised fee payable on the Group's EPRA net asset value at 31 December 2017 would be £9.9 million plus VAT (a total cost of £10.9 million) in the theoretical situation where the Group's EPRA NAV remained constant throughout the year.

 

The other recurring administrative expenses are principally professional fees, including tax compliance and audit fees, which are billed directly to Group companies. Fees paid to the auditors are disclosed in note 7 to the financial information.

 

Corporate costs are those costs necessarily incurred as a result of the Company being listed and comprise:

 

· fees payable to the four Independent Directors of £0.2 million in the year (2016: £0.2 million), with the other three Directors being partners in the Investment Adviser and receiving no remuneration from the Company; and

· other costs of being listed, such as the fees of the nominated adviser required under the AIM rules, registrars' fees and AIM fees, which totalled £0.3 million (2016: £0.4 million) in the year.

 

In years where returns to investors exceed a benchmark, the Investment Adviser receives 20% of the surplus above that priority return to shareholders. The benchmark return to be met before any fee is paid is a compound growth rate of 10% per annum above the EPRA NAV the last time any incentive fee was paid. The Investment Adviser's share of the surplus, if any is earned, is met by way of an incentive fee, payable in shares following publication of the Group's audited annual results. Any such shares received are not permitted to be sold, save in certain limited circumstances, for a period of between 18 and 42 months following the end of the year for which they were earned.

 

The benchmark EPRA NAV for the year ended 31 December 2017 was 343.0 pence per share. The actual results were significantly in excess of the benchmark therefore the Investment Adviser has earned a fee of £16.0 million in respect of the year, to be satisfied by the issue of 4.6 million shares, expected to occur in March 2018.

 

The incentive fee is further explained in note 24 to the financial information.

Adjusted EPRA EPS: net finance costs

Net finance costs are analysed as follows:

 

 

Year to 31 December 2017

Year to 31 December 2016

 

£m

Pence per share

£m

Pence per share

Interest payable

49.2

21.3

48.0

25.1

Amortisation of costs of arranging facilities (non-cash)

1.9

0.9

1.7

0.9

Interest charge on headlease liabilities

0.8

0.3

-

-

Interest income on cash deposits

(0.1)

-

(0.1)

(0.1)

Net finance costs for the year(IFRS and EPRA basis)

51.8

22.5

49.6

25.9

Reclassification of interest charge on headlease liabilities against revenue *

(0.8)

(0.3)

-

-

Weighted average number of shares

-

(0.2)

-

-

Net finance costs for the year (Adjusted EPRA basis)

51.0

22.0

49.6

25.9

* headlease costs are fully recoverable from tenants so this charge is netted off against the relevant amounts received in revenue

 

The current annualised weighted average interest rate is 5.1% per annum, which was also the average rate paid during the year (2016: 5.2% per annum). The Group's interest costs on all secured facilities are at fixed rates throughout the life of the loans, providing certainty of the Group's largest expense item over the term of each facility.

 

Adjusted EPRA EPS: Tax

The Group operates under the UK REIT regime, so its UK and German rental operations (which make up the majority of the Group's earnings) 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.

 

German tax is payable on realised profits from the Group's German operations and the resulting tax charge for the year was £0.3 million (2016: £0.2 million). The balance sheet also includes a deferred tax liability of £10.2 million (2016: £8.5 million) relating to unrealised German capital gains tax on the investment properties which would only be crystallised on a sale of those assets. There are currently no plans to sell any of the Group's assets.

 

On an IFRS basis, the current tax charge and the movement in deferred tax result in a net tax charge of £1.7 million (2016: £1.7 million). Deferred tax is excluded from Adjusted EPRA EPS as shown in note 10 to the financial information.

 

Currency translation

The majority of the Group's assets are located in the UK and the financial information is therefore presented in Sterling. 5.1% (2016: 4.7%) of the Group's EPRA NAV comprises assets and liabilities relating to properties located in Germany, valued in and generating net earnings in Euros. The fact that property assets and the secured debt are Euro denominated acts as a partial hedge of the currency risk, but the Group remains exposed to translation differences on the net results and net assets of these operations which are not hedged, with movements recognised in the statement of other comprehensive income.

 

The German properties are valued at €121.5 million as at 31 December 2017, with the Euro denominated secured debt amounting to €71.8 million. The Euro strengthened against Sterling over the year by over 3% and as a result there was a net currency translation gain of £1.2 million (2016: £3.0 million) on an IFRS basis. The deferred tax liability is excluded from EPRA NAV and as a result a further currency translation gain of £0.2 million arises in the movement in EPRA NAV in relation to the German operations (2016: £1.0 million).

 

Key performance indicator - Net Loan To Value ratio

The Board establishes initial Group Net LTV ratios and levels of financial covenant headroom with a view to creating a capital structure that will withstand varying market conditions.

 

During the year, Net LTV fell from 53.5% to 49.6% reflecting the property valuation uplifts in the year together with scheduled loan repayments.

Key performance indicator - headroom on debt covenants

The extent to which financial covenants are tested varies amongst the four credit facilities. In order to provide the required robustness of the capital structure, debt covenants have been negotiated 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:

 

· the £309.1 million Healthcare facility and the £60.0 million Travelodge facility, which together account for 38% of gross secured debt, are subject to LTV and interest cover tests throughout the loan term;

· the £217.8 million Healthcare facility, accounting for 23% of total gross secured debt, is not tested for LTV until September 2019 (after which it is tested annually) and is subject to an annual interest cover cash trap test throughout the loan term; and

· the £380.4 million Leisure facilities, which account for 39% of total secured debt, are not subject to any LTV default covenant or interest cover tests throughout the loan term, though there are LTV levels which could trigger a cash trap or full cash sweep from August 2018.

 

The Board reviews the headroom on all financial covenants at least quarterly. The headroom on key financial covenants at 31 December 2017 is set out below, together with the net initial valuation yield, the fall in valuation or the fall in projected rent that would trigger the relevant covenant at the first test date:

 

 

Actual

Covenant

Initial yield triggering LTV test*

Valuation headroom on LTV test

Rental headroom on ICR test

Leisure facility

(£380.4 million loans at 31 December 2017)

 

 

 

 

 

Cash trap LTV test (from August 2018 - 1% per annum loan amortisation if triggered)

64%

6.7%

20%

 

Cash trap LTV test (from August 2018 - full cash sweep if triggered)

64%

7.1%

25%

 

 

 

 

 

 

 

Healthcare facility

(£217.8 million loan at 31 December 2017)

 

 

 

 

 

LTV test (from September 2019)

52%

8.0%

35%

 

Cash trap projected debt service cover test (full cash sweep if triggered)

213%

>150%

 

 

 

30%

Projected debt service cover test

213%

>125%

 

 

41%

 

 

 

 

 

 

Healthcare facility

(£309.1 million loan at 31 December 2017)

 

 

 

 

 

Cash trap LTV test (full cash sweep if triggered)

59%

6.6%

27%

 

LTV test

59%

6.9%

30%

 

Cash trap projected interest cover test (full cash sweep if triggered)

171%

>140%

 

 

18%

Projected interest cover test

171%

>120%

 

 

30%

Historic interest cover test

163%

>120%

 

 

28%

 

 

 

 

 

 

Hotels facility

(£60.0 million loan at 31 December 2017)

 

 

 

 

 

Partial cash trap LTV test (50% of surplus cash swept to lender if triggered)

26%

8.8%

35%

 

Cash trap LTV test (full cash sweep if triggered)

26%

9.9%

42%

 

LTV test

26%

11.0%

48%

 

Cash trap projected interest cover test (full cash sweep if triggered)

868%

>300%

 

 

65%

Projected interest cover test

868%

>250%

 

 

71%

Cash trap historic interest cover test (full cash sweep if triggered)

856%

>300%

 

 

65%

Historic interest cover test

856%

>250%

 

 

71%

* assuming RPI-linked rents increase in line with the RPI swap curve as at 27 February 2018

Key performance indicator - uncommitted cash

The Board considers that the ability to cure potential debt covenant breaches is an important risk management tool. The Group has negotiated headroom on financial covenants considered appropriate to the business and also certain cure rights, including the ability to inject cash (subject to certain limitations as to the frequency of cash cures) into ring-fenced financing structures in the event of actual or prospective breaches of financial covenants. Consequently, along with managing the execution risk inherent in arranging and documenting credit facilities, the Board regularly monitors the Group's levels of uncommitted cash. Uncommitted cash represents cash balances outside ring-fenced structures secured to lenders, net of any creditors or other cash commitments and net of any cash required to be retained under the regulatory capital rules of the AIFMD regime.

 

The Group's uncommitted cash was £60.6 million as at 31 December 2017, compared to £64.3 million as at 31 December 2016.

 

Cash flow

The movement in cash over the year comprised:

 

 

Year to 31 December 2017

Year to 31 December 2016

 

£m

Pence per share

£m

Pence per share

Cash from operating activities

82.5

35.8

74.4

38.9

Net interest and finance costs paid

(50.1)

(21.7)

(48.9)

(25.6)

Dividends paid

(31.2)

(13.6)

(12.0)

(5.8)

Scheduled amortisation of secured debt

(4.2)

(1.8)

(4.4)

(2.3)

Issue of ordinary shares, net of costs

-

-

137.5

60.5

Loan drawn down

-

-

60.0

26.4

Loan costs paid on new facilities

-

-

(1.6)

(0.8)

Acquisition of investment properties

-

-

(196.0)

(86.3)

Costs of secondary share placing

-

-

(2.0)

(1.1)

Amounts received in respect of advisory fee subsidy from pre-listing investors

-

-

2.8

1.6

Cash flow in the year

(3.0)

(1.3)

9.8

5.5

Cash at the start of the year

91.7

40.3

81.6

45.3

Currency translation movements

0.1

-

0.3

0.2

Dilution from share issue

-

(0.5)

-

(10.7)

Cash at the end of the year

88.8

38.5

91.7

40.3

 

 

Comprising:

£m

Pence per share

£m

Pence per share

Free cash

64.9

28.1

68.5

30.1

Cash secured under credit facilities

23.4

10.2

22.5

9.9

Cash reserved for regulatory capital

0.5

0.2

0.7

0.3

Cash at the end of the year

88.8

38.5

91.7

40.3

 

The Group's 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, no capital expenditure, property maintenance or insurance costs have been incurred and it is not expected that material costs of that nature will be incurred on the portfolio in future.

 

The supplementary information included with this financial information includes details of the calculation of the EPRA measures referred to in this report.

 

 

Strategic Review

 

 

Strategy and investment policy

Against a backdrop of significant reduction in income security in the UK real estate market, caused by a marked decline in the average term to first tenant lease break or expiry, and mindful of the growing requirement amongst investors for long term, secure income flows, the Board aims to further build on the Group's existing portfolio of Key Operating Assets to create a substantial diversified long term income portfolio providing stable and growing income and capital returns for its shareholders. The Board defines a long term income stream as one with a weighted average term to maturity in excess of 15 years at the time of acquisition, and income security is assessed by reference either to the financial strength of the tenants or to the extent of asset cover provided by way of residual asset value.

 

The Board believes that the Company offers attractive geared returns from high quality real estate, with financially strong tenants operating with well established brands in industry sectors with strong defensive characteristics. An important characteristic of the portfolio is that assets acquired are "key operating assets", meaning they are business critical from the tenant's perspective. In that way, rental security is more certain as the site in question forms an essential part of the value of the tenant's own business.

 

The Board's intention is for the Group to continue to hold a diversified portfolio of long term, secure income streams from real estate investments across a range of property sectors, enhancing prospects for attractive total returns through earnings accretive acquisitions.

 

The Board believes that it will be able to seek further acquisition opportunities from a range of sources including operating businesses, non-REITs with latent capital gains fettering sale prospects, and opportunities where the Company's shares may be used as currency to unlock value. Acquisitions must be accretive to shareholder returns and will be financed with modest leverage and non-dilutive equity issues.

 

Key performance indicators

In order to monitor the successful delivery of the investment strategy, the Board monitors the following Key Performance Indicators:

 

· Total Accounting Return

· Adjusted EPRA earnings per share

· Net Loan To Value Ratio

· Headroom on debt covenants

· Uncommitted cash

 

Each of these is reported on in the Investment Adviser's Report on the preceding pages.

 

In addition to these measurable financial indicators, the Board is mindful of its responsibilities to its stakeholders. As an externally managed business, no Group company has employees and therefore the Group does not report on gender balance or the gender pay gap, nor on recruitment policies or procedures. The Board has, however, satisfied itself with the appropriateness of the Investment Adviser's approach to fairness and equality in its own operations and has received a confirmation from the Investment Adviser that it complies with all relevant laws and regulations.

 

The Group does not develop properties, and all of the physical upkeep of the investment properties is the responsibility of its tenants, so we do not report on environmental sustainability in this annual report as we do not have direct influence on the sustainability of the assets in their day to day operations.

 

 

 

Principal risks and uncertainties

The Board considers that the principal risks and uncertainties facing the Group are as follows:

 

Risk and change in assessment since prior year

Impact on the Group

Mitigation

Property valuation movements

The Group invests in commercial property and so is exposed to movements in property valuations which are subjective and may vary as a result of a variety of factors, many of which are outside the control of the Board.

 

No change in risk assessment since prior year.

 

Investment properties make up the majority of the Group's assets, so material changes in their value will have a significant impact on EPRA NAV, with valuation changes magnified by the impact of borrowings.

 

The Board notes the relative resilience in value demonstrated by the properties through the wider capital market declines of 2008 to 2011, when they were owned by the Group before its listing.

 

 

The Group uses experienced external valuers whose work is reviewed by suitably qualified members of the Investment Adviser and, separately, the Audit Committee before being considered in the context of the financial statements as a whole by the Board.

 

The Board seeks to structure the Group's capital such that gearing is appropriate having regard to market conditions and financial covenant levels, with appropriate cure rights within debt facilities.

 

Tenant risk

During the year the Group derived its rental income from four tenant groups, three of which have the benefit of parent company guarantors. The two largest tenant groups account for 83% of passing rent as at the balance sheet date (2016: 83%).

 

Although the Board considers the tenant and guarantor groups to be financially strong, there can be no guarantee that they will remain able to comply with their obligations throughout the term of the relevant leases.

 

No change in risk assessment since prior year.

 

 

A default of lease obligations by a material tenant would have an impact on the Group's revenue, EPRA EPS, cash flows and debt covenant compliance. The specialised use of the properties may mean that re-letting takes time.

 

Investment property valuations reflect a valuer's assessment of the future security of income. A loss of income would therefore impact EPRA NAV. It could also result in increased interest rate margins payable to lenders, restricted cash flows out of secured debt groups or ultimately default under secured debt agreements.

 

 

85% of passing rent at the balance sheet date is contractually backed by large listed companies with capital structures considered by the Board to be strong and with impressive long term earnings growth and share price track records. The balance of the income is payable by a substantial private business also considered by the Board to be financially strong in the context of its lease obligations. The properties themselves are Key Operating Assets, which should have the effect of enhancing rental income security.

 

The Board reviews the financial position of the tenants and guarantors at least every quarter, based on publicly available financial information and any other trading information which may be obtained either under the terms of the leases or informally.

 

The Board reserves unsecured cash outside ring-fenced debt structures which would be available to be used to cure certain covenant defaults to the extent of the uncommitted cash available.

 

 

 

Risk and change in assessment since prior year

Impact on the Group

Mitigation

Borrowing

Certain Group companies have granted security to lenders in the form of mortgages over all of the Group's investment property and fixed and floating charges over certain other assets.

 

No change in risk assessment since prior year.

 

 

In the event of a breach of a debt covenant, the Group may be required to pay higher interest costs, to increase debt amortisation out of free cash flow arising on a particular portfolio or to make early repayment of debt, which would affect cash flows and EPRA EPS. If the financial covenant breach is the result of financial weakness of a tenant or a guarantor, the properly valuations and therefore EPRA NAV may also be adversely affected. In certain circumstances the Company's ability to make cash distributions to shareholders may be reduced or curtailed.

 

Where a Group company is unable to make loan repayments out of existing cash resources, it may be forced to sell assets to repay part or all of the Group's debt. It may be necessary to sell assets at below book value, which would impact EPRA NAV. Early debt repayments are likely to crystallise early repayment penalties which would also impact EPRA NAV.

 

 

The Group's borrowing arrangements comprise four ring-fenced subgroups with no cross-guarantees between them and no recourse to other assets outside the secured subgroups. A financial covenant issue in one portfolio should therefore be limited to that portfolio.

 

Two facilities have an annual LTV default covenant, one has a default LTV covenant starting in September 2019 and one has no LTV default tests.

 

The Board reviews compliance with all financial covenants at least every quarter, including look forward tests for at least twelve months, and considers whether there is sufficient headroom on relevant loan covenants to withstand stress test scenarios.

 

The Board reserves unsecured cash outside ring-fenced debt structures which would be available to be used to cure certain covenant defaults to the extent of the uncommitted cash available.

 

Exchange rate risk

The Group prepares its financial statements in Sterling but some of its assets are located in Germany, where its assets, liabilities, income and expenses are Euro denominated. The surplus of Euro denominated asset value over liability value is subject to fluctuations from exchange rate movements. This currency exposure is not hedged.

 

No change in risk assessment since prior year.

 

 

There could be an adverse impact on the Sterling valuation of unhedged investments and income flows, which would affect cash flows, EPRA NAV and EPRA EPS.

 

The exchange rate risk is monitored by the Board at least every quarter.

 

Exchange rate risk is partially hedged through the use of Euro denominated assets and liabilities, limiting the exposure to the Euro net asset value which at the year end exchange rates amounted to 5.1% of EPRA NAV as at 31 December 2017 (2016: 4.7%).

Tax risk

The Group is subject to the UK REIT regime. A failure to comply with certain UK REIT conditions resulting in the loss of this status could result in property income being subject to UK corporation tax.

 

No change in risk assessment since prior year.

 

 

If subject to UK corporation tax, the Group's current tax charge would increase, impacting cash flows, EPRA NAV and EPRA EPS, and reducing cash available for distributions.

 

The Board reviews compliance with the UK REIT rules at least every quarter.

 

The REIT conditions which, if breached, could result in expulsion from the REIT regime are those relating to the Company's share and loan capital, and are therefore (with the exception of a successful hostile takeover of the Company by a non-REIT) within the control of the Group.

 

 

Risk and change in assessment since prior year

Impact on the Group

Mitigation

Liquidity risk

Working capital must be managed to ensure that both the Group as a whole and all individual entities are able to meet their liabilities as they fall due.

 

With highly predictable income and costs, there is limited scope for unexpected liquidity pressures outside the tenant risks described above. However, we noted in previous years that there was a risk that the OECD's Base Erosion and Profit Shifting ("BEPS") proposals could affect the Group's cash flows. Those proposals have now been brought into effect in the UK through the corporate interest restriction ("CIR") rules.

 

Increase in risk assessment since prior year as the new CIR rules may affect the tax deductibility of the Group's finance costs.

 

A breach of a lending covenant, or the insolvency of either the Group as a whole or an individual entity, could result in a loss of net assets, impacting EPRA NAV and EPRA EPS, and reducing cash available for distributions.

 

CIR rules, together with new restrictions on the availability of tax losses, could disallow finance costs to a sufficient extent to result in a cash tax cost to the Group or could increase the Group's Property Income Distribution ("PID") requirement beyond the surplus cash flow available.

 

Unless there is a tenant default (explained under tenant risk above) the Group's cash flows are generally highly predictable. The cash position is reported to the Board at least quarterly, projections at least two years ahead are included in the Group budget and are updated for review when the interim and annual reports are approved, and projections for a longer period (generally at least five years) are reviewed for the viability statement in the annual report. The availability of carried forward tax losses is considered as part of these forecasts.

 

The Group has uncommitted cash reserves out of which any tax liabilities or increases in required PIDs above the cash flow generated from operations could be met in the medium term. A scrip dividend alternative could also be offered.

 

An analysis of the impact of the CIR rules has been conducted with the assistance of the Group's tax advisers, using forecast figures. The conclusion of that review is that any tax disallowance of finance costs under the CIR rules should not result in the foreseeable future in either a cash tax cost to the Group or an increase in the Group's PID requirement in excess of surplus cash flows available.

 

 

The Group does not consider that the impending departure of the UK from the European Union ("Brexit") presents a risk in and of itself, largely as the Group is not dependent on access to European markets and is not expected to be directly impacted by changes in regulations or tariffs. However, the Board considers that Brexit does potentially weigh on all the risks highlighted above.

 

There have been periods of significant political, economic and market uncertainty since the referendum to leave the EU and this has at times expanded to equity, debt, property and foreign exchange markets. Delivery of the Group's growth aspirations depends on access to capital markets and external factors including market volatility can have an impact on the ability to implement this strategy. The impact of Brexit has been taken into account in evaluating the risks listed above. Given the Group's long term income profile and its fixed rate debt, such conditions are currently considered unlikely to have a material impact on the status quo but are considered to be relevant to the Group's growth aspirations in so far as there is an impact on the availability of debt and equity capital.

 

 

Going concern

The Board regularly monitors the Group's ability to continue as a going concern. Included in the information reviewed at quarterly Board meetings are summaries of the Group's liquidity position, compliance with loan covenants and the financial strength of its tenants and guarantors, together with scenarios for the Group's future performance and cash flows including stress test scenarios. Based on this information, the Directors are satisfied that the Group and Company are able to continue in business for the foreseeable future and therefore have adopted the going concern basis in the preparation of this financial information.

 

Viability statement

The Board has assessed the prospects of the Group over the five years from the balance sheet date to December 2022, which is the period covered by the Group's longer term financial projections. The Board considers the resilience of projected liquidity, as well as compliance with secured debt covenants and UK REIT rules, under a range of RPI and property valuation assumptions.

 

The principal risks and the key assumptions that were relevant to this assessment are as follows:

 

Risk

Assumptions

Tenant risk

· Tenants (or guarantors where relevant) continue to comply with their rental obligations over the term of their leases and do not suffer any insolvency events over the term of the review.

Borrowing risk

· The Group continues to comply with all relevant loan covenants.

· The Group is able to refinance the £372.5 million (at the 31 December 2017 exchange rate) of debt falling due in October 2022 on acceptable terms.

Liquidity risk

· The Group continues to generate sufficient cash to cover its costs while retaining the ability to make distributions.

· The Group is able to make arrangements prior to the expiry of the existing Investment Adviser's term of appointment in June 2022 on acceptable terms.

 

Based on the work performed, the Board has a reasonable expectation that the Group will be able to continue in business over the five year period of its assessment.

 

 

Group Income Statement

 

 

 

Notes

Year to

31 December

2017

£000

Year to

31 December

2016

£000

Revenue

4

106,930

93,214

Property outgoings

5

(256)

(88)

Gross profit

 

106,674

93,126

Administrative expenses

6

(29,487)

(21,590)

Other income

 

171

-

Investment property revaluation

11

113,428

72,181

Operating profit

7

190,786

143,717

Finance income

8

85

115

Finance costs

8

(51,919)

(49,766)

Profit before tax

 

138,952

94,066

Tax charge

9

(1,713)

(1,737)

Profit for the year

 

137,239

92,329

 

 

 

 

Earnings per share

 

Pence per share

Pence per

share

Basic

10

59.5

48.2

Diluted

10

58.4

47.4

 

All amounts relate to continuing activities.

 

The notes form part of this financial information.

 

 

Group Statement of Other Comprehensive Income

 

 

 

 

Year to

31 December

2017

£000

Year to

31 December

2016

£000

Profit for the year

 

137,239

92,329

Items that may subsequently be reclassified to profit or loss:

 

 

 

Currency translation differences

 

1,148

3,037

Total comprehensive income for the year

 

138,387

95,366

 

The notes form part of this financial information.

 

 

Group Statement of Changes in Equity

 

 

 

Share capital

£000

Share premium reserve

£000

Other reserves

£000

Retained earnings

£000

Total

£000

Year to 31 December 2017

 

At 1 January 2017

22,723

187,947

13,048

513,705

737,423

Profit for the year

-

-

-

137,239

137,239

Other comprehensive income

-

-

1,148

-

1,148

Total comprehensive income

-

-

1,148

137,239

138,387

Issue of shares

331

9,028

(9,359)

-

-

Shares to be issued

-

-

16,015

-

16,015

Dividends paid

-

-

-

(31,248)

(31,248)

At 31 December 2017

23,054

196,975

20,852

619,696

860,577

 

 

 

 

 

 

 

Share capital

£000

Share premium reserve

£000

Other reserves

£000

Retained earnings

£000

Total

£000

Year to 31 December 2016

 

 

 

 

 

 

At 1 January 2016

18,034

52,377

652

433,348

504,411

Profit for the year

-

-

-

92,329

92,329

Other comprehensive income

-

-

3,037

-

3,037

Total comprehensive income

-

-

3,037

92,329

95,366

Issue of shares

4,689

135,570

-

-

140,259

Shares to be issued

-

-

9,359

-

9,359

Dividends paid

-

-

-

(11,972)

(11,972)

At 31 December 2016

22,723

187,947

13,048

513,705

737,423

 

Interim dividends totalling 13.6 (2016: 5.8) pence per share were paid during the year.

 

The notes form part of this financial information.

 

 

Group Balance Sheet

 

 

 

Notes

31 December

2017

£000

31 December

2016

£000

Non-current assets

 

 

 

Investment properties

11

1,781,884

1,653,505

Headlease rent deposits

 

1,686

1,678

 

 

1,783,570

1,655,183

Current assets

 

 

 

Trade and other receivables

13

394

603

Current tax asset

 

111

-

Cash and cash equivalents

14

88,755

91,667

 

 

89,260

92,270

Total assets

 

1,872,830

1,747,453

 

 

 

 

Current liabilities

 

 

 

Trade and other payables

16

(34,981)

(34,130)

Secured debt

17

(2,227)

(2,238)

Current tax liability

 

-

(60)

 

 

(37,208)

(36,428)

Non-current liabilities

 

 

 

Secured debt

17

(953,086)

(953,302)

Headlease liabilities

18

(11,721)

(11,804)

Deferred tax liability

15

(10,238)

(8,496)

 

 

(975,045)

(973,602)

Total liabilities

 

(1,012,253)

(1,010,030)

 

 

 

 

Net assets

 

860,577

737,423

 

 

 

 

Equity

 

 

 

Share capital

19

23,054

22,723

Share premium reserve

20

196,975

187,947

Retained earnings

20

619,696

513,705

Other reserves

20

20,852

13,048

Total equity

 

860,577

737,423

 

 

 

 

 

 

Pence per share

Pence

per share

Basic NAV per share

22

373.3

324.5

Diluted NAV per share

22

366.0

319.9

EPRA NAV per share

22

370.4

323.6

 

The notes form part of this financial information.

 

 

Group Cash Flow Statement

 

 

 

Notes

Year to

31 December

2017

£000

Year to

31 December

2016

£000

Operating activities

 

 

 

Profit before tax

 

138,952

94,066

Adjustments for non-cash items:

 

 

 

Investment property revaluation

11

(113,428)

(72,181)

Movement in rent smoothing adjustment

11

(11,443)

(12,783)

Movement in headlease liabilities

11

(83)

-

Administrative expenses payable in shares

24

16,015

9,359

Finance income

8

(85)

(115)

Finance costs

8

51,919

49,766

Cash flows from operating activities before changes in working capital

 

81,847

68,112

Changes in working capital:

 

 

 

Headlease rent deposits

 

(8)

-

Trade and other receivables

 

209

(489)

Trade and other payables

 

813

5,608

Cash generated from operations

 

82,861

73,231

Tax paid

 

(431)

(829)

Cash flows from operating activities

 

82,430

72,402

 

 

 

 

Investing activities

 

 

 

Interest received

8

85

115

Headlease rent deposits acquired

 

-

(1,678)

Acquisition of investment properties

 

-

(194,348)

Cash flows from investing activities

 

85

(195,911)

 

 

 

 

Financing activities

 

 

 

Interest and finance costs paid

23

(50,086)

(48,975)

Dividends paid

 

(31,248)

(11,972)

Scheduled amortisation of secured debt

23

(4,156)

(4,386)

Loan costs paid on new facility

23

-

(1,659)

Net proceeds of share issues

 

-

140,259

Drawdown of secured debt

23

-

60,000

Cash flows from financing activities

 

(85,490)

133,267

 

 

 

 

(Decrease) / increase in cash and cash equivalents

 

(2,975)

9,758

Cash and cash equivalents at the beginning of the year

 

91,667

81,611

Currency translation movements

 

63

298

Cash and cash equivalents at the end of the year

14

88,755

91,667

 

The notes form part of this financial information.

 

 

Notes to the Group Financial Information

 

 

1. General information about the Group

The financial information set out in this report covers the year to 31 December 2017, with comparative figures relating to the year to 31 December 2016, 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 nature and scope of the Group's operations and principal activities are described in the Chairman's Statement, the Investment Adviser's Report and the Strategic Review.

 

The Company is listed on the AIM market of the London Stock Exchange. Further information about the Group can be found on its website, www.SecureIncomeREIT.co.uk.

 

2. Basis of preparation and accounting policies

a) Statement of compliance

The consolidated financial information has been prepared in accordance with International Financial Reporting Standards adopted for use in the European Union ("IFRS").

 

The financial information contained in this announcement has been prepared on the basis of the accounting policies set out in the financial statements for the year ended 31 December 2017. Whilst the financial information included in this announcement has been computed in accordance with IFRS, as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. The financial information does not constitute the Group's financial statements for the years ended 31 December 2017 or 31 December 2016, but is derived from those financial statements. Those financial statements give a true and fair view of the assets, liabilities, financial position and results of the Group. Financial statements for the year ended 31 December 2016 have been delivered to the Registrar of Companies and those for the year ended 31 December 2017 will be delivered following the Company's AGM. The auditors' reports on both the 31 December 2017 and 31 December 2016 financial statements were unqualified; did not draw attention to any matters by way of emphasis; and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

 

b) Basis of preparation

The Group financial information is presented in Sterling as this is the currency of the primary economic environment in which the Group operates. Amounts are rounded to the nearest thousand, unless otherwise stated.

 

Euro denominated results for the German assets have been converted to Sterling at the average exchange rate for the year of €1:£0.8762 (2016: €1:£0.8174), which is not considered to produce materially different results from using the actual rates at the time of the transactions. Year end balances have been converted to Sterling at the 31 December 2017 exchange rate of €1:£0.8873 (2016: €1:£0.8583).

 

The Directors have, at the time of preparing the financial information, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the financial information. Further details are given in the Strategic Review.

 

The financial information has been prepared on the historical cost basis except that investment properties are stated at fair value. The accounting policies have been applied consistently in all material respects.

 

The preparation of financial information requires the Directors to make judgements, estimates and assumptions that may affect the application of accounting policies and reported amounts of assets and liabilities as at each balance sheet date and the reported amounts of revenue and expenses during the year. Any estimates and assumptions are based on experience and any other factors that are believed to be relevant under the circumstances and which the Board considers reasonable. Actual outcomes may differ from these estimates.

 

Accounting policies which have a significant bearing on the reported financial condition and results of the Group may require subjective or complex estimates or judgements. The principal area of estimation uncertainty is the investment property valuation where, as described in note 11, the opinion of external valuers has been obtained at each reporting date using recognised valuation techniques and the principles of IFRS 13 "Fair Value Measurement". The principal area of judgement is the recognition of any additional revenue in the year as a result of an outstanding May 2017 rent review on the Ramsay hospitals, which is subject to determination by an independent expert. The Group has estimated the uplift under a range of scenarios and does not consider there to be a material increase in revenue in the year as a result of the rent review. The financial information therefore does not reflect any additional revenue arising as a result of this rent review.

 

The Group's accounting policies for property valuation and revenue recognition are set out in paragraph (d) below. Other policies material to the Group are set out in paragraphs (c) to (j) below.

 

Adoption of new and revised standards

No new or amended standards or interpretations issued by the International Accounting Standards Board ("IASB") or the IFRS Interpretations Committee ("IFRIC") have led to any material changes in the Group's accounting policies or disclosures during the year, other than an amendment to IAS 7 "Statement of Cash Flows" that requires disclosure of a reconciliation of changes in financial liabilities arising from financing activities, which is shown in note 23.

 

Standards and interpretations in issue not yet adopted

The IASB has issued the following standards that are mandatory for later accounting years, subject to endorsement by the EU, and which are relevant to the Group but have not been adopted early:

 

 

Effective date

IFRS 9 "Financial instruments"

1 January 2018

IFRS 15 "Revenue from contracts with customers"

1 January 2018

IFRS 16 "Leases"

1 January 2019

 

IFRS 9 deals with the classification and measurement of financial instruments and the Directors do not anticipate that its adoption will have a material impact on the Group's financial statements assuming that the existing capital structure and financing arrangements remain in place at the time that the standard becomes effective.

 

The Group's revenue is derived entirely from leases, which are outside the scope of IFRS 15 but within the scope of IFRS 16. IFRS 15 is not therefore expected to have an impact on the Group. Since IFRS 16 will not result in significant changes of accounting policies for lessors, the Directors do not expect that the adoption of this standard will have a material impact on the Group's financial statements.

 

The IASB and IFRIC have also issued or revised IFRS 12, IFRS 14, IFRS 17, IAS 7 and IAS 12 but these are not expected to have a material effect on the operations of the Group.

 

c) Basis of consolidation

Subsidiaries are those entities controlled by the Group. The Group has control within the meaning of this policy when it has power over an entity, is exposed to or has rights to variable returns from its involvement with the entity, and has the ability to use its power over the entity to affect those returns.

 

The consolidated financial information includes the financial information of the Group's subsidiaries prepared to 31 December under the same accounting policies as the Group as a whole, using the acquisition method. All intra-group balances and transactions are eliminated on consolidation.

 

d) Property portfolio

Investment properties

Investment properties comprise properties owned by the Group which are held for capital appreciation, rental income or both. They are initially recorded at cost and subsequently valued at each balance sheet date at fair value as determined by professionally qualified external valuers.

 

Valuations are calculated, in accordance with RICS Valuation - Global Standards 2017, by applying capitalisation yields to current and future rental cash flows with reference to data from comparable market transactions, together with an assessment of the security of income. Gains or losses arising from changes in the fair value of investment properties are recognised in the income statement in the period in which they arise. Depreciation is not provided in respect of investment properties.

 

Acquisitions and disposals of investment properties are recognised on unconditional exchange of contracts where it is reasonable to assume at the balance sheet date that completion of the acquisition or disposal will occur. Gains or losses on disposal are determined as the difference between the net disposal proceeds and the carrying value of the asset in the previous balance sheet adjusted for any subsequent capital expenditure or capital receipts.

 

Occupational leases

The Directors exercise judgement in considering the potential transfer of the risks and rewards of ownership in accordance with IAS 17 "Leases" for all occupational leases and headleases, and determine whether such leases are operating leases. A lease is classified as a finance lease if substantially all of the risks and rewards of ownership transfer to the lessee. If the Group substantially retains those risks, a lease is classified as an operating lease. All occupational leases reflected in this financial information are classified as operating leases.

 

Headleases

Where an investment property is held under a headlease, the headlease is initially recognised as an asset at cost plus the present value of minimum ground rent payments. The corresponding rental liability to the head leaseholder is included in the balance sheet as a finance lease obligation. Cash deposits held by head leaseholders as guarantees of head leasehold obligations are included as non-current assets.

 

Rental income

Revenue comprises rental income exclusive of VAT, which is recognised in the income statement on an accruals basis and on a straight line basis over the term of the lease. Income relating to contractual rights that are subject to external factors, such as that arising from RPI-linked, site earnings or open market rent reviews, is only recognised in the income statement in the period in which it is determinable and reasonably certain. Where income is recognised in advance of the contractual right to receive that income, such as from leases with fixed rent uplifts, an adjustment is made to ensure that the carrying value of the relevant investment property including accrued rent does not exceed the fair value of the property.

 

e) Financial assets and liabilities

Financial assets and liabilities are initially recognised at their fair value when the relevant Group entity becomes a party to the unconditional contractual terms of an instrument. Unless otherwise indicated, the carrying amounts of financial assets and liabilities are considered by the Directors to be reasonable estimates of their fair values.

 

Trade and other receivables

Trade and other receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Trade and other payables

Trade and other payables are measured at amortised cost using the effective interest method.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and deposits with maturities of three months or less held with banks and financial institutions.

 

Borrowings and finance charges

Secured debt is initially recognised at its fair value, net of any transaction costs directly attributable to its issue. Subsequently, secured debt is carried at amortised cost. Transaction costs are amortised over the life of the loan and charged to the income statement as part of the Group's finance costs.

 

Finance costs are charged to the income statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 

Derecognition of financial liabilities

The Group derecognises financial liabilities when its obligations are discharged, cancelled or they expire. The difference between the carrying amount of those financial liabilities and the consideration paid, including any non-cash assets transferred and any new liabilities assumed is recognised in profit or loss.

 

f) Tax

Tax is included in the income statement except to the extent that it relates to income or expense items recognised through reserves, in which case the related tax is recognised either in other comprehensive income or directly in equity.

 

Current tax is the expected tax payable on taxable income for a reporting period at the blended tax rate for the period, using tax rates enacted or substantively enacted at the balance sheet date, together with any adjustment in respect of previous periods. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes.

 

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

 

g) Foreign currency translation

The results of subsidiary undertakings with a functional currency other than Sterling are translated into Sterling at the actual exchange rates prevailing at the time of the transaction, unless the average rate for the reporting period is not materially different from the actual rate, in which case that average rate is used.

 

The gains or losses arising on the end of year translation of the net assets of such subsidiary undertakings at closing rates and the difference between translating the results at average rates compared to the closing rates are taken to Other reserves. Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the balance sheet date with any gains or losses arising on translation recognised in the income statement.

 

h) Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of directly attributable issue costs. Costs not directly attributable to the issue are disclosed within administrative expenses in the income statement.

 

i) Share based payments

The fair value of payments to non-employees that are to be settled by the issue of shares is determined on the basis of an estimate of the value of the services provided over the relevant accounting period. The estimated number of shares to be issued in satisfaction of the services provided is calculated using the average daily closing share price of the Company for that period.

 

j) Fair value measurements

Fair value is the price that would be received on the sale of an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market. It is based on the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest. A fair value measurement of a non-financial asset takes into account the best and highest value use for that asset.

 

 3. Operating segments

IFRS 8 "Operating Segments" requires operating segments to be identified on a basis consistent with 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.

 

The Group owns 81 properties, originally acquired in three portfolios. Although certain information about these portfolios is described individually within the Investment Adviser's report, when considering resource allocation and performance the Board reviews quarterly management accounts prepared on a basis which aggregates the performance of the portfolios and focuses on Total Accounting Return of the Group as a whole. The Board has therefore concluded that the Group has operated in and was managed as one business segment of property investment in both the current and prior year.

 

The geographical split of revenue and applicable non-current assets required by IFRS 8 was as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Revenue

 

 

UK

98,606

85,447

Germany

8,324

7,767

 

106,930

93,214

 

 

 

 

31 December

31 December

 

2017

2016

 

£000

£000

Non-current assets

 

 

UK

1,674,120

1,557,032

Germany

107,764

96,473

 

1,781,884

1,653,505

 

Revenue comprises:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Largest tenant

54,400

54,400

Second largest tenant

25,914

25,295

Third largest tenant

15,002

2,452

Other tenants (each less than 10% of revenue)

11,614

11,067

 

106,930

93,214

 

Revenue recognised in the income statement includes rent smoothing adjustments as described in note 4. Revenue excluding those rent smoothing adjustments comprises:

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Largest tenant

46,463

45,228

Second largest tenant

25,914

25,295

Third largest tenant

15,002

2,453

Other tenants (each less than 10% of revenue)

8,108

7,455

 

95,487

80,431

 

 

 

4. Revenue

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Rental income

94,375

80,371

Rent smoothing adjustments

11,443

12,783

Recovery of headlease and other costs from occupational tenants

1,112

60

 

106,930

93,214

 

The rent smoothing adjustment 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 58% of passing rent as at 31 December 2017 (2016: 58%) which increases by a fixed percentage each year. At this stage in the lease terms, which is before the midway point in each lease, this results in an increase in revenue and an offsetting entry is recognised in the income statement as a reduction in the gains on investment property revaluation.

 

The Group's accounting policy for revenue recognition is disclosed in note 2d.

 

 

5. Property outgoings

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Property outgoings in the income statement

256

88

Finance element of head rent included in finance costs (note 8)

799

-

Movement in headlease liabilities included in property revaluations (note 11)

83

-

Property outgoings

1,138

88

Recovery of headlease and other costs from occupational tenants included in revenue (note 4)

(1,112)

(60)

Net property outgoings

26

28

 

 

6. Administrative expenses

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Advisory fees (note 24)

10,148

7,776

Incentive fee payable in shares (note 24)

17,575

10,457

Other administrative expenses

1,262

735

Corporate costs

502

615

Costs of March 2016 secondary placing

-

2,007

 

29,487

21,590

 

The Group's accounting policy for share based payments is disclosed in note 2i. Amounts shown above include irrecoverable VAT as appropriate.

 

 

7. Operating profit

Operating profit is stated after charging fees for:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Audit of the Company's consolidated and individual financial statements

44

38

Audit of subsidiaries, pursuant to legislation

127

126

Total audit services

171

164

Audit related services: half year review

30

30

Audit related services: FCA reporting

3

5

Total audit and audit related services

204

199

Other non-audit services

12

488

Total fees before VAT

216

687

 

The total charge for the fees above, including irrecoverable VAT, was £226,000 (2016: £786,000).

 

The Group had no employees in either the current or prior year. The Directors, who are the key management personnel of the Company, are appointed under letters of appointment for services. Directors' remuneration, all of which represents fees for services provided and which is included within corporate costs, was as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Martin Moore

75

75

Leslie Ferrar

40

40

Jonathan Lane

35

35

Ian Marcus

35

35

 

185

185

 

Mike Brown, Sandy Gumm and Nick Leslau received no Directors' fees from the Group in either the current or prior year.

 

 

8. Finance income and costs

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Recognised in the income statement:

 

 

Finance income

 

 

Interest on cash deposits

85

115

Finance costs

 

 

Interest on secured debt

(49,198)

(48,025)

Amortisation of loan costs (non-cash)

(1,922)

(1,741)

Interest charge on headlease liabilities

(799)

-

Total finance costs

(51,919)

(49,766)

Net finance costs recognised in the income statement

(51,834)

(49,651)

 

Net finance costs analysed by the categories of financial asset and liability shown in note 17 are as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Loans and receivables

85

115

Financial liabilities at amortised cost

(51,919)

(49,766)

Net finance costs recognised in the income statement

(51,834)

(49,651)

 

The Group's sensitivity to changes in interest rates, calculated on the basis of a ten basis point increase or decrease in LIBOR, was as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Effect on profit for the year

77

78

 

The Group receives interest on its cash and cash equivalents so an increase in interest rates would increase finance income. There would be no impact on finance costs from a change in interest rates because all of the secured debt is at fixed rates. The Group's accounting policy for finance charges is disclosed in note 2e.

 

 

9. Tax

 

Year to

Year to

 

31 December

31 December

 

2017

2016

Analysis of tax charge for the year

£000

£000

Current tax - UK

 

 

Adjustments in respect of prior periods

(7)

(182)

Current tax - Germany

 

 

Corporation tax charge

266

214

Adjustments in respect of prior periods

17

(61)

Deferred tax

 

 

Deferred tax charge (note 15)

1,437

1,766

 

1,713

1,737

 

The tax assessed for the year varies from the standard rate of corporation tax in the UK applied to the profit before tax. The differences are explained below:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Profit before tax

138,952

94,066

 

 

 

Profit before tax multiplied by the standard rate of corporation tax in the UK for the financial year of 19.25% (2016: 20%)

26,748

18,813

Effects of:

 

 

Investment property revaluation not taxable

(22,481)

(15,227)

Qualifying property rental business not taxable under UK REIT rules

(3,601)

(3,387)

Finance costs disallowed under corporate interest restriction rules

926

-

German current tax charge for the year

266

214

(Utilisation) / recognition of tax losses

(164)

1,140

Adjustments in respect of prior periods

10

(243)

Amounts not deductible for tax

9

427

Tax charge for the year

1,713

1,737

 

The Company and its subsidiaries operate as a UK Group REIT. Subject to continuing compliance with certain rules, the UK REIT rules exempt the profits of the Group's UK and German property rental business from UK corporation tax. Capital gains on the Group's UK and German properties are also generally exempt from UK corporation tax, provided they are not held for trading or in certain circumstances sold in the three years after completion of a development.

 

To remain a UK REIT, there are a number of conditions to be met in respect of the Company, the Group's qualifying activity and the Group's balance of business. Since entering the UK REIT regime the Group has met all applicable conditions.

 

The Group is subject to German corporation tax on its German property rental business at an effective rate of 17% (2016: 18%), resulting in a current tax charge of £0.3 million (2016: £0.2 million) and a deferred tax charge of £1.4 million (2016: £1.8 million). A deferred tax liability of £10.2 million (2016: £8.5 million) is recognised for the German capital gains tax that would potentially be payable on the sale of the relevant investment properties.

 

The Group's accounting policy for tax is disclosed in note 2f.

 

 

10. Earnings per share

Earnings per share ("EPS") 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. Diluted EPS reflects shares to be issued, including any to be issued in settlement of incentive fees that may be earned in the relevant year as if those shares had been in issue throughout the year over which the incentive fee was earned. Where shares are issued in one year relating to the results of the prior year, they are treated, for the purposes of calculating the weighted average shares in issue, as having been issued on the earlier of the first day of the year and the actual date of issue.

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Profit

137,239

92,329

 

Weighted average number of shares in issue

Number

Number

Basic EPS

230,536,874

191,361,039

Shares to be issued in satisfaction of incentive fee (note 24)

4,588,479

3,307,168

Diluted EPS

235,125,353

194,668,207

 

 

Pence per

share

Pence per

share

Basic EPS

59.5

48.2

Diluted EPS

58.4

47.4

 

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. This removes the effect of smoothing fixed rental uplifts in order not to artificially flatter dividend cover calculations, together with any non-recurring costs such as those for share placings. The adjusted measure also excludes any incentive fee, as that is paid in shares and considered to be linked to revaluation movements, so best treated consistently with revaluations.

 

In calculating Adjusted EPRA EPS, the weighted average number of shares is 229,685,165 (2016: 191,361,039), which reflects the actual date on which any shares are issued during the year so as not to create a mismatch between the basis of calculation of Adjusted EPRA EPS and dividends per share paid in the year.

 

EPRA and Adjusted EPRA earnings are calculated as:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Basic earnings attributable to shareholders

137,239

92,329

EPRA adjustments:

 

 

Investment property revaluation

(113,428)

(72,181)

Other income

(171)

-

German deferred tax on investment property revaluations (note 9)

1,437

1,766

EPRA earnings

25,077

21,914

Other adjustments:

 

 

Rent smoothing (note 4)

(11,443)

(12,783)

Incentive fee (note 24)

17,575

10,457

Costs of share placing

-

2,007

Adjusted EPRA earnings

31,209

21,595

 

 

 

As a result of those adjustments, the EPRA EPS and Adjusted EPRA EPS measures are as follows:

 

 

Pence per share

Pence per

share

EPRA EPS

10.9

11.5

Diluted EPRA EPS

10.7

11.3

Adjusted EPRA EPS

13.6

11.3

 

 

11. Investment properties

 

Year to

Year to

 

31 December

31 December

 

2017

2016

Freehold investment properties

£000

£000

At the start of the year

1,573,281

1,349,547

Revaluation movement

117,167

77,601

Currency translation movement

3,508

12,842

Additions

-

133,291

At the end of the year

1,693,956

1,573,281

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

Leasehold investment properties

£000

£000

At the start of the year

80,224

-

Revaluation movement

7,787

7,363

Movement in headlease liabilities

(83)

-

Additions

-

61,057

Recognition of headlease liabilities acquired

-

11,804

At the end of the year

87,928

80,224

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

Total investment properties

£000

£000

At the start of the year

1,653,505

1,349,547

Revaluation movement

124,954

84,964

Currency translation movement

3,508

12,842

Movement in headlease liabilities

(83)

-

Additions

-

194,348

Recognition of headlease liabilities acquired

-

11,804

At the end of the year

1,781,884

1,653,505

 

As at 31 December 2017 the properties were valued at £1,770.2 million (2016: £1,641.7 million) by CBRE Limited (2016: either CBRE Limited or Jones Lang LaSalle Limited) in their capacity as external valuers. The valuations were prepared on a fixed fee basis, independent of the portfolio value, and were undertaken in accordance with RICS Valuation - Global Standards 2017 on the basis of fair value, supported by reference to market evidence of transaction prices for similar properties.

 

The following table reconciles the carrying values of the investment properties to their external valuations:

 

 

31 December

31 December

 

2017

2016

 

£000

£000

Carrying value

1,781,884

1,653,505

Gross-up of headlease liabilities (note 18)

(11,721)

(11,804)

External valuation

1,770,163

1,641,701

 

Included within the carrying value of investment properties at 31 December 2017 is £185.8 million (2016: £173.4 million) in respect of the smoothing of fixed contractual rental uplifts as described in note 4, representing the amount of rent included in the income statement ahead of actual cash receipts. This receivable increases over the first half of each lease term and then unwinds, reducing to zero over the second half of each lease term, and comprises:

 

 

31 December

31 December

 

2017

2016

 

£000

£000

Healthcare - Ramsay hospitals (maximum receivable £165.2m in May 2022)

145,205

137,267

German leisure (maximum receivable £41.2m in January 2025)

31,979

28,800

Healthcare - Lisson Grove hospital (maximum receivable £20.6m inNovember 2025)

8,633

7,306

 

185,817

173,373

 

The difference between rents on a straight line basis and rents actually receivable is included within, but does not increase over fair value, the carrying value of investment properties. The effect of this adjustment on the revaluation movement is as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Property revaluation

124,954

84,964

Rent smoothing adjustment

(11,443)

(12,783)

Movement in headlease liabilities

(83)

-

Revaluation movement in the income statement

113,428

72,181

 

The historic cost of the Group's investment properties as at 31 December 2017 was £1,258.0 million (2016: £1,258.0 million). Other than the future minimum headlease payments disclosed in note 18, the majority of which are recoverable from tenants, the Group did not have any contractual investment property obligations at either balance sheet date and all responsibility for property liabilities including repairs and maintenance resides with the tenants.

 

Of the total fair value, £107.8 million (2016: £96.5 million) relates to the Group's German investment properties, the valuations of which are translated into Sterling at the year end exchange rate.

 

All of the investment properties are held within four ring-fenced security pools as security under fixed charges in respect of separate secured debt facilities.

 

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, together with assumptions used by the valuers (based on market observation and their professional judgement) in the valuation models.

 

At each reporting date, certain partners of the Investment Adviser, who have recognised professional qualifications and are experienced in valuing the types of property owned by the Group, initially analyse the external valuers' assessment of movements in the property valuations from the prior reporting date or, if later, the date of acquisition. Fair value changes (positive or negative) over a certain materiality threshold are considered. Changes in fair value are also compared to external sources (such as the Investment Property Databank and other relevant benchmarks) for reasonableness. Once the Investment Adviser has considered the valuations, the results are discussed with the Group's external valuers, focusing on properties with unexpected fair value changes or any with unusual characteristics. The Audit Committee considers the valuation process as part of its overall responsibilities, including meetings with the external valuers, and reports on its assessment of the procedures to the Board.

 

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 and the key inputs for these valuations were as follows:

 

 

Fair value

 

Inputs

Portfolio

£000

Key unobservable input

Range

Blended yield

At 31 December 2017:

 

 

 

 

Healthcare

944,450

Net initial yield

3.9% - 5.5%

4.8%

 

 

Running yield by May 2018

4.0% - 5.7%

5.0%

Leisure - UK

487,425

Net initial yield

5.0% - 5.6%

5.1%

 

 

Running yield by June 2018

5.1% - 5.7%

5.2%

 

 

Future RPI assumption per annum

2.5%

 

Leisure - Germany

107,750

Net initial yield

5.5%

5.5%

 

 

Running yield by July 2018

5.7%

5.7%

Hotels

242,259

Net initial yield

4.8% - 10.0%

5.8%

 

 

Running yield by June 2018

5.8%

 

 

 

Future RPI assumption per annum

2.5%

 

At 31 December 2016:

 

 

 

 

Healthcare

892,891

Net initial yield

4.3% - 5.5%

5.0%

 

 

Running yield by May 2017

4.4% - 5.7%

5.1%

Leisure - UK

454,190

Net initial yield

5.1% - 6.0%

5.2%

 

 

Running yield by June 2017

5.2% - 6.1%

5.4%

 

 

Future RPI assumption per annum

2.0%

 

Leisure - Germany

96,470

Net initial yield

5.8%

5.8%

 

 

Running yield by July 2017

5.9%

5.9%

Hotels

209,954

Net initial yield

5.4% - 9.9%

6.5%

 

 

Running yield by June 2017

5.5% - 9.9%

6.6%

 

 

Future RPI assumption per annum

2.0%

 

 

The principal sensitivity of measurement to variations in the significant unobservable outputs is that decreases in net initial yield, decreases in running yield and increases in RPI will increase the fair value (and vice versa).

 

All of the Group's revenue reflected in the income statement is derived from rental income on investment properties. As shown in note 5, property outgoings arising on investment properties, all of which generated rental income in each year, were £1,138,000 (2016: £88,000) of which £26,000 (2016: £28,000) was not recoverable from occupational tenants.

 

The Group's accounting policy for investment properties is disclosed in note 2d.

 

 

12. Subsidiaries

The companies listed below are the subsidiary undertakings of the Company at 31 December 2017, all of which are wholly owned. Save where indicated all subsidiary undertakings are incorporated in England with their registered office at Cavendish House, 18 Cavendish Square, London W1G 0PJ.

 

Company name

Nature of business

SIR Theme Park Subholdco Limited *

Intermediate parent company and borrower under mezzanine secured debt facility

Charcoal Midco 2 Limited

Intermediate parent company

SIR Theme Parks Limited

Intermediate parent company and borrower under senior secured debt facility

SIR ATH Limited

Property investment - leisure

SIR ATP Limited

Property investment - leisure

SIR HP Limited

Property investment - leisure and borrower under senior secured debt facility (incorporated in England, operating in Germany)

SIR TP Limited

Property investment - leisure

SIR WC Limited

Property investment - leisure

SIR Hospital Holdings Limited *

Intermediate parent company

SIR Umbrella Limited

Intermediate parent company

SIR Hospitals Propco Limited

Intermediate parent company and borrower under secured debt facility

SIR Downs Limited

Property investment - healthcare

SIR Duchy Limited

Property investment - healthcare

SIR Euxton Limited

Property investment - healthcare

SIR Midlands Limited

Property investment - healthcare

SIR Mt Stuart Limited

Property investment - healthcare

SIR Oaklands Limited

Property investment - healthcare

SIR Renacres Limited

Property investment - healthcare

SIR Rivers Limited

Property investment - healthcare

SIR Springfield Limited

Property investment - healthcare

Thomas Rivers Limited

Property investment - healthcare

SIR Healthcare 1 Limited

Intermediate parent company

SIR Healthcare 2 Limited

Intermediate parent company and borrower under secured debt facility

SIR Ashtead Limited

Property investment - healthcare

SIR Fitzwilliam Limited

Property investment - healthcare

SIR Fulwood Limited

Property investment - healthcare

SIR Lisson Limited

Property investment - healthcare

SIR Oaks Limited

Property investment - healthcare

SIR Pinehill Limited

Property investment - healthcare

SIR Reading Limited

Property investment - healthcare

SIR Rowley Limited

Property investment - healthcare

SIR Winfield Limited

Property investment - healthcare

SIR Woodland Limited

Property investment - healthcare

SIR Yorkshire Limited

Property investment - healthcare

SIR Hotels 1 Limited *

Intermediate parent company

SIR Hotels Jersey Limited †

Intermediate parent company

SIR Unitholder 1 Limited †

Intermediate parent company

SIR Unitholder 2 Limited †

Intermediate parent company

Grove Property Unit Trust 6 †

Property investment - hotels and borrower under secured debt facility

Grove Property Unit Trust 7 †

Property investment - hotels and borrower under secured debt facility

Grove Property Unit Trust 9 †

Property investment - hotels and borrower under secured debt facility

Grove Property Unit Trust 11 †

Property investment - hotels and borrower under secured debt facility

Grove Property Unit Trust 12 †

Property investment - hotels and borrower under secured debt facility

Grove Property Unit Trust 16 †

Property investment - hotels and borrower under secured debt facility

* directly owned by the Company; all other entities are indirectly owned

incorporated in Jersey with the registered office at 26 New Street, St Helier, Jersey JE2 3RA

 

Company name

Nature of business

SIR New Hall Limited *

Dormant

SIR MTL Limited *

Dormant

Charcoal Bidco Limited *

Dormant

* directly owned by the Company; all other entities are indirectly owned

 

The terms of the secured debt facilities may, in the event of a covenant default, restrict the ability of certain subsidiaries to transfer funds to the Company, which is outside all of the relevant security groups.

 

 

13. Trade and other receivables

 

31 December

31 December

 

2017

2016

 

£000

£000

Trade receivables

61

128

Prepayments and accrued income

298

364

Other receivables

35

111

 

394

603

 

The Group's accounting policy for trade and other receivables is disclosed in note 2e.

 

 

14. Cash and cash equivalents

 

31 December

31 December

 

2017

2016

 

£000

£000

Free cash

64,838

68,462

Secured cash

23,435

22,542

Regulatory capital

482

663

 

88,755

91,667

 

Secured cash is held in accounts over which the providers of secured 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.

 

The Group's accounting policy for cash and cash equivalents is disclosed in note 2e.

 

 

15. Deferred tax

The movements in the deferred tax liability, which relate entirely to unrealised gains on investment properties, were as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

At the start of the year

8,496

5,687

Charge to the income statement (note 9)

1,437

1,766

Movement in other comprehensive income

305

1,043

At the end of the year

10,238

8,496

 

The Group's accounting policy for deferred tax is disclosed in note 2f.

 

 

 

16. Trade and other payables

 

31 December

31 December

 

2017

2016

 

£000

£000

Trade payables

136

276

Rent received in advance and other deferred income

22,024

21,241

Interest payable

8,613

8,684

Tax and social security

3,451

3,102

Accruals and other payables

757

827

 

34,981

34,130

 

The Group's accounting policy for trade and other payables is disclosed in note 2e.

 

 

17. Financial assets and liabilities

Borrowings

 

31 December

31 December

 

2017

2016

 

£000

£000

Amounts falling due within one year

 

 

Secured debt - current portion of long term facilities

4,156

4,156

Unamortised finance costs

(1,929)

(1,918)

 

2,227

2,238

 

 

 

Amounts falling due in more than one year

 

 

Secured debt

963,142

965,215

Unamortised finance costs

(10,056)

(11,913)

 

953,086

953,302

 

The Group had no undrawn, committed borrowing facilities at either balance sheet date.

 

The debt is secured by charges over the Group's investment properties and by fixed and floating charges over the other assets of certain Group companies, not including the Company itself save for a limited share charge over the parent company of one of the ring-fenced subgroups. There have been no defaults or breaches of any loan covenants during the current or prior year.

 

The analysis of borrowings by currency is as follows:

 

 

31 December

31 December

 

2017

2016

 

£000

£000

Sterling denominated

 

 

Secured debt

903,607

907,763

Unamortised finance costs

(11,270)

(12,997)

 

892,337

894,766

Euro denominated

 

 

Secured debt

63,691

61,609

Unamortised finance costs

(715)

(835)

 

62,976

60,774

 

The Group's accounting policy for borrowings is disclosed in note 2e.

 

Categories of financial instruments

 

31 December

31 December

 

2017

2016

 

£000

£000

Financial assets

 

 

Loans and receivables:

 

 

Cash and cash equivalents (note 14)

88,755

91,667

Trade and other receivables (note 13)

96

239

 

88,851

91,906

Financial liabilities

 

 

Financial liabilities at amortised cost:

 

 

Secured debt

(955,313)

(955,540)

Headlease liabilities (note 18)

(11,721)

(11,804)

Interest payable (note 16)

(8,613)

(8,684)

Trade payables and accrued expenses

(891)

(1,097)

 

(976,538)

(977,125)

 

At each balance sheet date, all financial assets and liabilities were measured at amortised cost. As at 31 December 2017 the fair value of the Group's secured debt was £1,005.3 million (2016: £1,012.6 million) and the fair value of the other financial liabilities was the same as the book values shown above. The secured debt was valued in accordance with IFRS 13 by reference to interbank bid market rates as at the close of business on the balance sheet date by JC Rathbone Associates Limited. All secured debt was classified as level 2 in the fair value hierarchy as defined in IFRS 13 and its fair value was calculated using the present values of future cash flows, based on market benchmark rates (interest rate swaps) and the estimated credit risk of the Group for similar financings. There were no transfers to or from other levels of the fair value hierarchy during the current or prior year. It should be noted that fair value is not the same as a liquidation valuation, and therefore does not represent an estimate of the cost to the Group of repaying the debt before the scheduled maturity date.

 

The Group's accounting policy for financial assets and liabilities is disclosed in note 2e.

 

Financial risk management

Through the Group's operations and use of debt financing it is exposed to certain risks. The Group's financial risk management objective is to minimise the effect of these risks, for example by using fixed rate debt to manage exposure to fluctuations in interest rates. There have been no derivative financial instruments in use since October 2015.

 

The exposure to each financial risk considered potentially material to the Group, how it arises and the policy for managing it is summarised below.

 

Market risk

Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group's market risk arises from open positions in interest bearing assets and liabilities and foreign currencies, to the extent that these are exposed to general and specific market movements.

 

(a) Market risk - interest rate risk

The Group's interest bearing assets comprise only cash and cash equivalents. Changes in market interest rates therefore affect the Group's finance income but there is no impact on finance costs because the Group's borrowings during the current year and prior year were all at fixed rates. The Group's sensitivity to changes in interest rates is disclosed in note 8.

 

Trade and other payables are interest free as long as they are paid in accordance with their terms, and have payment terms of less than one year, so it is assumed that there is no material interest rate risk associated with these financial liabilities.

 

(b) Market risk - currency risk

The Group prepares its financial information in Sterling. On an IFRS basis, 4.0% (2016: 3.6%) by value of the Group's net assets are Euro denominated and as a result the Group is subject to foreign currency exchange risk due to exchange rate movements between Sterling and the Euro. This risk is partially hedged because within the Group's German operations, the majority of both assets and liabilities are held in Euros, and the majority of both revenue and expenditure arise in Euros. An unhedged currency risk therefore remains on the value of the Group's net investment in, and net returns from, its German operations.

 

The Group's sensitivity to changes in foreign currency exchange rates, calculated on the basis of a 10% increase or decrease in average and closing Sterling rates against the Euro, was as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Effect on profit

35

46

Effect on other comprehensive income and equity

3,656

2,806

 

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. The principal counterparties are the Group's tenants (in respect of trade receivables arising under operating leases) and banks (as holders of the Group's cash deposits).

 

The credit risk of trade receivables is considered low because the counterparties to the operating leases are considered by the Board to be high quality tenants and any lease guarantors are of appropriate financial strength. On the 87% of the portfolio (based on 31 December 2017 valuations) that had been owned by the Group since 2007, over the last ten years the rent has always been paid on or before its due date. Rent collection dates and statistics are benchmarked in Board reports to identify any problems at any early stage, and if necessary rigorous credit control procedures will be applied to facilitate the recovery of trade receivables. The Group does not hold any financial assets which are either past due or impaired. The credit risk on cash deposits is limited because the counterparties are banks with credit ratings which are acceptable to the Board and are kept under review each quarter or more often if required.

 

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance costs and principal repayments on its secured debt. It is the risk that the Group will not be able to meet its financial obligations as they fall due.

 

The Group seeks to manage its liquidity risk by ensuring that sufficient cash is available to meet its foreseeable needs. These liquidity needs are relatively modest and are managed principally through the deduction of much of the operating costs from rental receipts, before any surplus is applied in payment of interest and loan amortisation as required by the credit agreements relating to the Group's secured debt.

 

Before entering into any financing arrangements, the Board assesses the resources that are expected to be available to the Group to meet its liabilities when they fall due. These assessments are made on the basis of both base case and downside scenarios. The Group prepares budgets and working capital forecasts which are reviewed by the Board at least quarterly to assess ongoing liquidity requirements and compliance with loan covenants. The Board also keeps under review the maturity profile of the Group's cash deposits in order to have reasonable assurance that cash will be available for the settlement of liabilities when they fall due.

 

Inflation risk

Inflation risk arises from the impact of inflation on the Group's income and expenditure. 42% (2016: 42%) of the Group's passing rent at 31 December 2017 is subject to inflation linked rent reviews. Consequently, the Group is exposed to movements in the Retail Prices Index ("RPI"), which is the relevant inflation benchmark. However, all RPI-linked rent review provisions provide that rents will only be subject to upwards review and never downwards. As a result, the Group is not exposed to a fall in rent in deflationary conditions.

The following tables show the maturity analysis for financial assets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities, including future interest payments, based on the earliest date on which the Group can be required to pay. Headlease liabilities are fully recoverable from the relevant tenant so there is no net cash flow impact on the Group.

 

 

Effective

interest rate

Less than

one year

One to two

 years

Two to five

 years

More than

five years

Total

31 December 2017

 

£000

£000

£000

£000

£000

Financial assets:

 

 

 

 

 

 

Cash and cash equivalents

0.2%

88,755

-

-

-

88,755

Trade and other receivables

 

96

-

-

-

96

 

 

88,851

-

-

-

88,851

Financial liabilities:

 

 

 

 

 

 

Secured debt

5.1%

(40,782)

(52,807)

(165,342)

(1,053,546)

(1,312,477)

Accrued interest

 

(8,613)

-

-

-

(8,613)

Trade payables and accrued expenses

 

(891)

-

-

-

(891)

Headlease liabilities

 

-

-

-

-

-

 

 

(50,286)

(52,807)

(165,342)

(1,053,546)

(1,321,981)

 

 

Effective

interest rate

Less than

one year

One to two

 years

Two to five

 years

More than

five years

Total

31 December 2016

 

£000

£000

£000

£000

£000

Financial assets:

 

 

 

 

 

 

Cash and cash equivalents

0.1%

91,667

-

-

-

91,667

Trade and other receivables

 

239

-

-

-

239

 

 

91,906

-

-

-

91,906

Financial liabilities:

 

 

 

 

 

 

Secured debt

5.1%

(53,191)

(52,920)

(161,987)

(1,060,529)

(1,328,627)

Accrued interest

 

(8,684)

-

-

-

(8,684)

Trade payables and accrued expenses

 

(1,097)

-

-

-

(1,097)

Headlease liabilities

 

-

-

-

-

-

 

 

(62,972)

(52,920)

(161,987)

(1,060,529)

(1,338,408)

 

Capital risk management in respect of the financial year

The Board's primary objective when monitoring capital is to preserve the Group's ability to continue as a going concern, while ensuring it remains within its debt covenants so as to safeguard secured assets and avoid financial penalties. Borrowings are secured on each of four property portfolios by way of fixed charges over property assets and over the shares in the parent company of each ring-fenced borrower subgroup, and also by floating charges on the assets of the relevant subsidiary companies.

 

The Group is subject to externally imposed capital requirements under the AIFMD regime as disclosed in note 14. Those capital requirements have been complied with at all times during the current and prior years, and up to the date of this report.

 

At both 31 December 2017 and 31 December 2016, the capital structure of the Group consisted of debt (note 17), cash and cash equivalents (note 14), and equity attributable to the shareholders of the Company (comprising share capital, retained earnings and the other reserves referred to in notes 19 and 20).

 

In managing the Group's capital structure, the Board considers the Group's cost of capital. In order to maintain or adjust the capital structure, the Group keeps under review the amount of any dividends or other returns to shareholders, and monitors the extent to which the issue of new shares or the realisation of assets may be required.

 

Details of the significant accounting policies adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in the accounting policies in note 2.

 

 

18. Headlease liabilities

Lease obligations in respect of amounts payable on leasehold properties are as follows:

 

 

31 December

31 December

 

2017

2016

Minimum headlease payments

£000

£000

Within one year

834

844

Between one year and five years

3,345

3,377

More than five years

51,904

52,744

 

56,083

56,965

Less future finance charges

(44,362)

(45,161)

 

11,721

11,804

 

The earliest expiry date of all the lease obligations is in more than five years and all amounts are recoverable from the occupational tenants.

 

The Group's accounting policy for leases is disclosed in note 2d.

 

 

19. Share capital

Share capital represents the aggregate nominal value of shares issued. The movement over the year in the number of shares in issue, all of which were fully paid, was as follows:

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

Number

Number

At the start of the year

227,229,706

180,344,228

Issue of ordinary shares in settlement of 2016 incentive fee

3,307,168

-

Issue of ordinary shares in respect of placing

-

46,885,466

Issue of ordinary shares under the Commitment Agreement

-

12

At the end of the year

230,536,874

227,229,706

 

Under the incentive fee arrangements described in note 24, a fee of £16.0 million will become due in March 2018, assuming completion of the process of service of notice and acceptance of the calculation, by way of the issue of 4,588,479 new ordinary shares in the Company, following which there will be 235,125,353 ordinary shares in issue. The cost to the Group including irrecoverable VAT will be £17.6 million.

 

 

20. Reserves

The nature and purpose of each of the reserves included within equity at 31 December 2017 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.

· Other reserves: 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 any shares to be issued after the balance sheet date, as described in note 24, under the terms of the incentive fee arrangements.

· Retained earnings: represent the cumulative profits and losses recognised in the income statement, together with any amounts transferred or reclassified from the other Group reserves less dividends paid.

 

 

21. Operating leases

The Group's principal assets are investment properties which are leased to third parties under non-cancellable operating leases. The weighted average remaining lease term at 31 December 2017 is 22.2 years (2016: 23.1 years) and there are no break options. The leases contain either fixed or RPI-linked uplifts, and with effect from May 2017, a review on the majority of the healthcare portfolio based on site earnings. Contingent rental income, which arises as a result of the RPI-linked uplifts, totalling £0.6 million (2016: £0.3 million) was recognised in the income statement in the year.

 

The future minimum lease payments receivable under the Group's leases, translated at the relevant year end exchange rates, are as follows:

 

 

31 December

31 December

 

2017

2016

 

£000

£000

Within one year

96,665

93,568

Between one year and five years

403,193

390,320

More than five years

2,022,467

2,087,644

 

2,522,325

2,571,532

 

The Group's accounting policy for leases is disclosed in note 2d.

 

 

22. Net asset value per share

Net asset value per share

The net asset value ("NAV") per share of 373.3 pence (2016: 324.5 pence) is calculated as the net assets of the Group attributable to shareholders divided by 230,536,874 (2016: 227,229,706) shares in issue at the end of the year.

 

Diluted net asset value per share

Diluted NAV per share is calculated as the net assets of the Group attributable to shareholders divided by 235,125,353 (2016: 230,536,874) shares, having adjusted for an additional 4,588,479 (2016: 3,307,168) shares to be issued in settlement of incentive fees payable as explained in note 24. As at 31 December 2017 diluted NAV per share is366.0 pence per share (2016: 319.9 pence per share).

 

EPRA net asset value per share

The European Public Real Estate Association ("EPRA") 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 deferred tax on investment properties held for long term benefit. The Group's EPRA NAV is calculated, consistent with diluted EPRA NAV, on 235,125,353 (2016: 230,536,874) shares as follows:

 

 

31 December 2017

31 December 2016

£000

Pence per share

£000

Pence per

share

Basic NAV

860,577

373.3

737,423

324.5

Dilution from shares issued for incentive fee

-

(7.3)

-

(4.6)

Diluted NAV

860,577

366.0

737,423

319.9

EPRA adjustments:

 

 

 

 

Deferred tax on investment property revaluations

10,238

4.4

8,496

3.7

EPRA NAV

870,815

370.4

745,919

323.6

 

 

23. Reconciliation of changes in financial liabilities arising from financing activities

 

Borrowings due within

one year

(note 17)

Borrowings

due in more than one year

(note 17)

Interest payable

(note 16)

Headlease liabilities

(note 18)

Total

31 December 2017

£000

£000

£000

£000

£000

At the start of the year

2,238

953,302

8,684

11,804

976,028

Cash flows

 

 

 

 

 

Interest and finance costs paid

-

-

(49,287)

(799)

(50,086)

Scheduled amortisation of secured debt

(4,156)

-

-

-

(4,156)

Non-cash flows:

 

 

 

 

 

Finance costs in the income statement

-

1,922

49,198

799

51,919

Currency translation movements

(11)

2,018

18

-

2,025

Movement in headlease liabilities

-

-

-

(83)

(83)

Current portion of secured debt

4,156

(4,156)

-

-

-

 

2,227

953,086

8,613

11,721

975,647

 

 

Borrowings due within

one year

(note 17)

Borrowings

due in more than one year

(note 17)

Interest payable

(note 16)

Headlease liabilities

(note 18)

Total

31 December 2016

£000

£000

£000

£000

£000

At the start of the year

2,707

888,312

9,592

-

900,611

Cash flows

 

 

 

 

 

Drawdown of secured debt

-

60,000

-

-

60,000

Interest and finance costs paid

-

-

(48,975)

-

(48,975)

Scheduled amortisation of secured debt

(4,386)

-

-

-

(4,386)

Loan costs paid on new facility

(214)

(1,445)

-

-

(1,659)

Non-cash flows:

 

 

 

 

 

Finance costs in the income statement

-

1,741

48,025

-

49,766

Recognition of headlease liabilities acquired

 

 

 

11,804

11,804

Currency translation movements

(25)

8,850

42

-

8,867

Current portion of secured debt

4,156

(4,156)

-

-

-

 

2,238

953,302

8,684

11,804

976,028

 

 

24. Related party transactions and balances

Relationship between Company and Investment Adviser

The Investment Advisory Agreement has a term of eight years from the time of the Company's listing and in the ordinary course would be expected to expire in June 2022. Neither party to the agreement has any contractual renewal right. The agreement may be terminated in certain circumstances which are summarised in the Secondary Placing Disclosure Document, which is available in the Investor Centre of the Company's website. It includes a right for the Company to terminate the agreement without compensation in the event of an unremedied breach by the Investment Adviser and a right for the Investment Adviser to terminate in the event of a change of control of the Company. In the event of a change of control prior to June 2019 the termination fee would be six times the previous quarter's advisory fee after which it reduces to four times the previous quarter's advisory fee, with any such termination payments designed to cover the cost of redundancies and office wind down costs that may be required following the Investment Adviser's loss of the management of the Group.

 

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 the Investment Advisory Agreement.

 

Under the terms of the Investment Advisory Agreement, advisory fees of £9.3 million (2016: £7.0 million) plus VAT were payable in cash to Prestbury in the year, £0.1 million (2016: £0.1 million) of which was outstanding as at the balance sheet date and is included in trade and other payables (note 16).

 

Advisory fees are calculated at 1.25% per annum on EPRA NAV up to £500 million, plus 1.0% per annum on EPRA NAV between £500 million and £1 billion, plus 0.75% per annum on EPRA NAV over £1 billion. If there were no change in EPRA NAV in the forthcoming financial year, the advisory fee for the year would be £9.9 million plus VAT.

 

Incentive fee

Under the terms of the Investment Advisory Agreement, a Prestbury group company may become entitled to an incentive fee intended to reward growth in Total Accounting Return ("TAR") above an agreed benchmark and to maintain strong alignment of Prestbury's interests with those of shareholders. TAR is measured as growth in EPRA NAV per share plus dividends paid in the year. The fee entitlement is calculated annually on the basis of the Group's audited financial statements, with any fee payable settled in shares in the Company (subject to certain limited exceptions). Sales of these shares are restricted, with the restriction lifted on a phased basis over a period from 18 to 42 months from the date of issue, subject to a specific release in the event that Prestbury needs to sell shares to settle the tax liability on the fee income it earns.

 

The incentive fee is calculated in accordance with the Investment Advisory Agreement by reference to growth in TAR: if this growth exceeds a hurdle rate of 10% over a given financial year, an incentive fee equal to 20% of this excess is payable to Prestbury. In the event of an incentive fee being payable at the end of an accounting period, a "high water mark" is established, represented by the closing EPRA NAV per share after the impact of the incentive fee, which is then the starting point for the cumulative hurdle calculations for future periods. The hurdle will therefore be set at the higher of the EPRA NAV at the start of the year plus 10% or the high water mark EPRA NAV plus 10% per annum. Dividends or other distributions paid in any period are treated as payments on account against achievement of the hurdle rate of return.

 

A high water mark EPRA NAV per share of 323.6 pence per share was established at 31 December 2016 when a fee was last earned. Since there were no changes to the Company's capital structure in the year, TAR had to exceed 32.4 pence per share for the year for an incentive fee to be earned. Dividends of 13.6 pence per share were paid in the year, so any excess of EPRA NAV per share over and above 343.0 pence per share at 31 December 2017 represents above target TAR, of which Prestbury earns 20% under the incentive fee arrangements. Since EPRA NAV is 370.4 pence per share, this fee amounts to £16.0 million, payable in shares following publication of these results and satisfactory completion of the service of notices and acceptance of the calculation.

 

Irrecoverable VAT arises on any element of the Group's costs, including any incentive fee, that relate to the healthcare portfolio. For the year to 31 December 2017, the irrecoverable element amounted to 48% of the VAT liability so £1.6 million of the VAT on the incentive fee will not be recoverable. The total expense in the income statement for the incentive fee therefore amounts to £17.6 million: £16.0 million satisfied by way of the issue of 4,588,479 shares to Prestbury plus £1.6 million of irrecoverable VAT. Since new ordinary shares are issued in satisfaction of any incentive fee, the cost of that fee in the financial information only impacts the net asset value of the Group to the extent of the irrecoverable VAT but does reduce the Group's net asset value per share. The issue of the incentive shares in respect of the 2017 fee to Prestbury will result in dilution of shareholder returns of 2.2%, and this dilution is reflected in the 31 December 2017 EPRA NAV per share.

 

Assuming no changes in the Company's capital structure, dividends plus EPRA NAV per share growth will have to exceed 37.0 pence per share for the year ending 31 December 2018 for a fee to be earned at the end of that year.

 

 

25. Events after the balance sheet date

On 23 February 2018, the Company paid a dividend of £8.1 million, representing a payment of 3.5 pence per share.

 

On 9 March 2018, the Group announced that it had exchanged contracts to acquire two portfolios of leisure and hotel investment properties at a total cost of £436 million. It is proposed to place up to 85.4 million new ordinary shares in the Company, targeting gross proceeds of £315.5 million, in order to part finance the acquisitions, and the contracts are conditional on the placing. Two new five year non-recourse secured debt facilities totalling £128.7 million will also part finance the acquisitions. The Group has credit approval from the lenders and is in advanced negotiations on documentation. Non-refundable deposits of £11.0 million were paid on exchange of contracts on 8 March 2018. Details of the acquisitions and placing are available in an announcement dated 9 March 2018 and the Investor Centre of the Company's website at www.SecureIncomeREIT.co.uk.

 

 

Supplementary information

 

 

Total Shareholder Return

Shareholder return is one of the Group's principal measures of performance. Total Shareholder Return ("TSR") is measured by reference to the growth in the Company's share price over a period, plus dividends. When providing illustrations of future performance, the Company measures TSR by reference to illustrative EPRA NAV as a proxy for the share price performance, referred to in this annual report as Total Accounting Return ("TAR"). The tables below show the calculation of TAR and TSR for the 2017 and 2016 financial years.

 

TAR - EPRA NAV performance

 

 

Year to

Year to

 

 

31 December

31 December

 

 

2017

2016

 

 

Pence per

Pence per

 

 

share

share

EPRA NAV:

 

 

 

at the start of the year

 

323.6

282.8

at the end of the year

 

370.4

323.6

Increase in EPRA NAV

 

46.8

40.8

Dividends (commenced August 2016)

 

13.6

5.8

Increase in EPRA NAV plus dividends

 

60.4

46.6

TAR - EPRA NAV basis

 

18.7%

16.5%

 

TSR - share price performance

 

 

Year to

Year to

 

 

31 December

31 December

 

 

2017

2016

 

 

Pence per

Pence per

 

 

share

share

Mid market closing share price:

 

 

 

at the start of the year

 

315.5

247.5

at the end of the year

 

360.8

315.5

Increase in share price

 

45.3

68.0

Dividends (commenced August 2016)

 

13.6

5.8

Increase in share price plus dividends

 

58.9

73.8

TSR - share price basis

 

18.7%

29.8%

 

 

 

 

EPRA measures

 

 

31 December

31 December

 

 

2017

2016

EPRA NAV per share

 

370.4p

323.6p

EPRA Triple Net Asset Value Per Share

 

349.8p

301.1p

EPRA Net Initial Yield

 

5.1%

5.3%

EPRA Topped Up Net Initial Yield

 

5.1%

5.3%

EPRA Vacancy Rate

 

0%

0%

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

EPRA EPS

 

10.9p

11.5p

Adjusted EPRA EPS

 

13.6p

11.3p

EPRA Capital Expenditure

 

-

£196.0m

EPRA Cost Ratio excluding direct vacancy costs

 

27.9%

23.3%

EPRA Cost Ratio including direct vacancy costs

 

27.9%

23.3%

Adjusted EPRA Cost Ratio excluding non-cash items (including and excluding direct vacancy costs)

 

14.3%

15.3%

 

EPRA NAV per share

 

31 December 2017

31 December 2016

£000

Pence per share

£000

Pence per

share

Basic NAV (note 22)

860,577

373.3

737,423

324.5

Dilution from shares issued for incentive fee

-

(7.3)

-

(4.6)

Diluted NAV

860,577

366.0

737,423

319.9

EPRA adjustments:

 

 

 

 

Deferred tax on investment property revaluations

10,238

4.4

8,496

3.7

EPRA NAV

870,815

370.4

745,919

323.6

 

Basic NAV, diluted NAV and EPRA NAV are calculated on the number of shares in issue at each balance sheet date as follows:

 

 

31 December 2017

31 December 2016

Basic NAV

230,536,874

227,229,706

Shares to be issued in satisfaction of incentive fee (note 24)

4,588,479

3,307,168

Diluted and EPRA NAV

235,125,353

230,536,874

 

 

EPRA Triple Net Asset Value per share

The EPRA Triple NAV is adjusted to reflect the fair values of any debt and hedging instruments, and any inherent tax liabilities not provided for in the financial information. This is calculated as follows:

 

 

31 December 2017

31 December 2016

 

£000

Pence per

share

£000

Pence per

share

EPRA NAV (note 22)

870,815

370.4

745,919

323.6

Adjustment to reflect fair value of fixed rate debt

(38,024)

(16.2)

(43,211)

(18.8)

Deferred tax on German investment property revaluations

(10,238)

(4.4)

(8,496)

(3.7)

EPRA Triple NAV

822,553

349.8

694,212

301.1

 

The fair value of the fixed rate debt is defined by EPRA as a mark-to-market adjustment measured in accordance with IAS39 in respect of all debt not held in the balance sheet at its fair value. It is not the same as the cost to the Group of early repayment of debt as at the balance sheet date.

 

EPRA Net Initial Yield

 

31 December

31 December

 

2017

2016

 

£000

£000

Portfolio valuation

Wholly owned investment property at external valuation (note 11)

1,770,163

1,641,701

Allowance for estimated purchasers' costs at 6.75% (2016: 6.75%)*

119,480

110,818

Grossed up completed property portfolio valuation

1,889,643

1,752,519

 

 

 

Portfolio income

Annualised cash passing rental income

95,682

92,568

Non-recoverable property outgoings (note 5)

(26)

(28)

Annualised net rents

95,656

92,540

 

 

 

EPRA Net Initial Yield

5.1%

5.3%

* Purchasers' costs are calculated at 6.75% (2016: 6.75%) on £1,618.7 million (2016: £1,507.2 million) of English assets, 6.12% (2016: 6.12%) on £43.7 million (2016: £37.9 million) of Scottish assets and 7.0%% (2016: 7.0%) on £107.8 million (2016: £96.5 million) of German assets.

 

EPRA Topped Up Net Initial Yield

 

31 December

31 December

 

2017

2016

EPRA Topped Up Net Initial Yield

5.1%

5.3%

 

There are no unexpired tenant incentives therefore EPRA Topped Up Net Initial Yield is the same as EPRA Net Initial Yield in each year.

 

EPRA Vacancy Rate

 

31 December

31 December

 

2017

2016

EPRA Vacancy Rate

0%

0%

 

The group had no vacant property in the current or prior year.

 

 

 

EPRA EPS

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Basic earnings attributable to shareholders (note 10)

137,239

92,329

EPRA adjustments:

 

 

Investment property revaluation

(113,428)

(72,181)

Other income

(171)

-

German deferred tax on investment property revaluation

1,437

1,766

EPRA earnings

25,077

21,914

Other adjustments:

 

 

Rent smoothing

(11,443)

(12,783)

Incentive fee

17,575

10,457

Costs of share placing

-

2,007

Adjusted EPRA earnings

31,209

21,595

 

Weighted average number of shares in issue

Number

Number

Adjusted EPRA EPS

229,685,165

191,361,039

Adjustment for time weighting of shares issued in the year *

851,709

-

EPRA EPS

230,536,874

191,361,039

Shares to be issued in satisfaction of incentive fee (note 24)

4,588,479

3,307,168

Diluted EPRA EPS

235,125,353

194,668,207

* Adjusted EPRA EPS is calculated using the weighted average number of shares reflecting the actual date on which shares are issued in settlement of any incentive fee. EPRA EPS and Diluted EPRA EPS are calculated on the assumption that those shares were in issue throughout the year.

 

 

Pence per

Pence per

 

share

share

EPRA EPS

10.9

11.5

Diluted EPRA EPS

10.7

11.3

 

 

 

Adjusted EPRA EPS

13.6

11.3

 

EPRA Capital Expenditure

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Acquisitions

-

196,026

Development

-

-

Expenditure on like for like portfolio

-

-

Other

-

-

EPRA Capital Expenditure

-

196,026

 

The expenditure on acquisitions in 2016 represents the purchase of the Hotels portfolio, comprising the contract price and related costs of £194.3 million and the purchase of headlease deposits of £1.7 million. The Group does not capitalise any overheads or interest into its property portfolio and it does not develop properties. All properties are fully let and on full repairing and insuring leases, so the Group incurs no routine ongoing capital expenditure on its investment portfolio.

 

 

 

 

EPRA Cost Ratio

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

Revenue (note 4)

106,930

93,214

Tenant contributions to property outgoings

(1,112)

(60)

EPRA gross rental income

105,818

93,154

 

 

 

Non-recoverable property operating expenses*

26

28

Administrative expenses

28,985

20,975

Corporate costs

502

615

Direct vacancy costs

-

-

EPRA costs

29,513

21,618

 

 

 

EPRA Cost Ratio including and excluding direct vacancy costs

27.9%

23.2%

* Included within the £256,000 (2016: £88,000) of property costs charged to the income statement is £230,000 (2016: £60,000) of costs that are recoverable from the tenant

 

The Group has had no vacant property in either year, therefore the EPRA Cost Ratio is the same inclusive and exclusive of vacant property costs.

 

The Group has no capitalised overheads or operating expenses.

 

Adjusted EPRA Cost Ratio excluding non-cash items

The Group also calculates an Adjusted EPRA Cost Ratio excluding the following non-cash items to give what the Board considers to be a measure of cost efficiency more directly relevant to its business model. The adjusted EPRA Cost Ratio excludes:

 

· revenue recognised ahead of cash receipt as a result of smoothing of fixed uplifts (note 4); and

· any incentive fee, included in administrative expenses, which is settled in shares (note 24).

 

 

Year to

Year to

 

31 December

31 December

 

2017

2016

 

£000

£000

EPRA gross rental income

105,818

93,154

Rent smoothing adjustments

(11,443)

(12,783)

Adjusted EPRA gross rental income excluding non-cash items

94,375

80,371

 

 

 

EPRA costs

29,513

21,622

Incentive fee settled in shares

(16,015)

(9,359)

Adjusted EPRA costs excluding non-cash items

13,498

12,263

 

 

 

Adjusted EPRA Cost Ratio excluding non-cash items

14.3%

15.3%

 

 

Glossary

 

 

Adjusted EPRA EPS

EPRA EPS adjusted to exclude non-cash and non-recurring costs, calculated on the basis of the time-weighted number of shares in issue

 

 

AGM

Annual General Meeting

 

 

AIFMD

Alternative Investment Fund Managers Directive

 

 

EPRA

European Public Real Estate Association

 

 

EPRA EPS

A measure of EPS designed by EPRA to present underlying earnings from core operating activities

 

 

EPRA Guidance

The EPRA Best Practices Recommendations Guidelines November 2016

 

 

EPRA NAV

A measure of NAV designed by EPRA to present the fair value of a company on a long term basis, by excluding items such as interest rate derivatives that are held for long term benefit, net of deferred tax

 

 

EPS

Earnings per share, calculated as the profit for the period after tax attributable to members of the parent company divided by the weighted average number of shares in issue in the period

 

 

IFRS

International Financial Reporting Standards adopted for use in the European Union

 

 

Investment Advisory Agreement

The agreement between the Company (and its subsidiaries) and the Investment Adviser, key terms of which are set out on pages 204 to 221 of the Secondary Placing Disclosure Document

 

 

Key Operating Asset

An asset where the operations conducted from the property are integral to the tenant's business

 

 

LTV

Loan to value: the outstanding amount of a loan as a percentage of property value

 

 

NAV

Net asset value

 

 

Net Initial Yield

Annualised net rents on investment properties as a percentage of the investment property valuation, less purchaser's costs

 

 

Net Loan To Value

or Net LTV

LTV calculated on the gross loan amount less cash balances

 

 

REIT

Real Estate Investment Trust

 

 

Running yield

The anticipated Net Initial Yield at a future date, taking account of any rent reviews in the intervening period

 

 

Secondary Placing Disclosure Document

The Secondary Placing Disclosure Document dated 14 March 2016 which is available in the Investor Centre of the Company's website under "Secondary Placing and Admission Documents/2016"

 

 

Total Accounting Return

The movement in EPRA NAV over a period plus dividends paid in the period, expressed as a percentage of the EPRA NAV at the start of the period

 

 

Total Shareholder Return

The movement in share price over a period plus dividends paid in the period, expressed as a percentage of the share price at the start of the period

 

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