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Interim Results to 31 December 2015

22 Feb 2016 07:00

RNS Number : 6615P
Green REIT PLC
22 February 2016
 

 

 

INTERIM RESULTS TO 31 DECEMBER 2015

 

INVESTMENT STRATEGY CONTINUES TO DELIVER

GOOD NAV GROWTH OF 7% IN THE 6 MONTH PERIOD TO €1.41 PER SHARE 

 

Dublin & London, 22 February, 2016 - Green REIT plc, ("Green REIT" or the "Company"), the Irish property investment company, announces its results for the 6 months to 31 December 2015 and provides an update on activity since year end, the highlights of which are as follows:

 

Financials - strong performance in the period, reflecting successful investment strategy implementation against a favourable market backdrop

§ 7% increase in EPRA Net Assets to €961.5 million in the 6 months to 31 December 2015

§ 19% increase in EPRA Net Assets in the 12 months to 31 December 2015

§ Profit of €67.1 million for the 6 months to 31 December 2015 (31 December 2014: €74.3 million)

§ Total EPS of 10 cents for the period (31 December 2014: 11.1 cents)

§ EPRA EPS of 1.9 cents for the period (31 December 2014: 1.2 cents)

 

Development Programme - now on site at four locations in Dublin at early stages of development cycle, expected to be a significant driver of shareholder returns

§ Three new starts in the period (One Molesworth Street, 32 Molesworth Street and Horizon Logistics Park)

§ Block H in Central Park (150,000 sq ft) progressing well and on target for completion in late 2016

§ Expect to commence on site at 4-5 Harcourt Road, Dublin 2, in mid-2016

 

Asset Management - successful active asset management delivering increased and more secure income over the longer term

§ Since 1 July 2015, lease renegotiations completed/agreed on €14.7 million, or 23% of total annual contracted rent, including leases with Pioneer Investments (3.4 million annual rent) and Vodafone Ireland (€7.3 million annual rent), the latter of which is expected to complete in late February 2016

§ €5.8 million of new annual rent secured through new lettings, the largest of which is to Fidelity International in George's Quay (€3.5 million per annum)

§ 46% increase in total WAULT, from 5 years at 30 June 2015 to 7.3 years currently

§ EPRA vacancy of 1% at 31 December 2015 (31 December 2014: 6%)

 

Strong Balance Sheet - underpins ability to continue to deliver risk adjusted returns

§ Total gearing of 9.6% at 31 December 2015, which increased to 22.2% post year end with the Central Park and One Albert Quay acquisitions

§ €47 million cash at 31 December 2015 (€38 million at 31 December 2014)

§ €134 million drawn of Barclays facility initial limit of €150 million now drawn, with flexibility to increase this limit

 

Capital Recycling - acquisitions and disposals undertaken where supportive of investment strategy

§ Completed the acquisition of full control of Central Park in January 2016, having contracted in November 2015

§ Completed the acquisition of One Albert Quay in Cork, making the first stage payment of €22.2 million, with a further €30.4 million to be paid in the year to February 2017

§ Strategic sale of six assets (the 'Glas Collection') announced in February 2016, as part of target to achieve a stabilised total gearing level of 25%

 

Gary Kennedy, Chairman of Green REIT plc, commented:

 

"The execution of our investment strategy continues to deliver shareholder returns. The Company has secure income, prime assets, a strong balance sheet and a proven management team. The Board is confident that the continued implementation of our asset management and development strategy, against the favourable backdrop of a strong commercial property market and supportive Irish macroeconomic fundamentals, will deliver further shareholder returns in line with our target. We look forward to the year ahead with confidence."

 

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

 

"The Irish commercial real estate market continues to be supported by the growth in the Irish economy, and in particular foreign direct investment which, despite the global headwinds, has remained very resilient. Our focus in Green REIT continues to be on the active management of our €1 billion investment portfolio, where we have 99% occupancy, and the development of our five projects in Dublin, where we expect to add to our very strong list of existing tenants."

 

ENDS

 

A conference call for investors and analysts will be held at 09.30 GMT (04.30 ET) and those wishing to dial in should contact FTI Consulting on the details below.

 

Contacts

FTI Consulting (IR and PR to the Company)

 

Dublin London

+353 (0) 1 6633686 +44 (0) 203 727 1000

Jonathan Neilan Claire Turvey

Melanie Farrell Giles Barrie

greenreit@fticonsulting.com greenreit@fticonsulting.com 

 

Green Property REIT Ventures

+ 353 (0) 1 2418400

Niall O'Buachalla

 

 

Note on forward-looking information

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

 

Chairman's Report

 

The period since 1 July 2015 was one of further sustained activity for the Company. We have had continued success in implementing the Company's investment strategy, where the primary focus is on the following four main areas:

 

1. Exploiting the active asset management initiatives identified for the portfolio;

2. Advancing the redevelopment opportunities in the five assets/sites identified;

3. Opportunistically and selectively acquiring further assets that fit the Company's investment policy and which are accretive to NAV per share, and

4. Disposing of a number of assets in 2016 in order to stay within our intended total gearing level of 25%.

 

The heightened level of activity in the period from 1 July 2015 to date included the completion of two acquisitions, the launch of the sale of six properties in the 'Glas Collection', the signing of leases with new tenants, renegotiating leases with some of our largest tenants and starting on site on three further development projects, namely 32 Molesworth Street, One Molesworth Street and Horizon Logistics Park. Now that we are in the midst of the execution stage of our investment strategy, we are focused primarily on growing organically, through a moderate level of property development and through growing and extending the duration of income across our portfolio.

 

Ireland - Favourable Macroeconomic Backdrop

 

Irish macroeconomic fundamentals continue to strengthen. Ireland was the fastest growing economy in the EU in 2014 and 2015, and it is expected that this will continue into 2016. While export growth is still strong, the domestic economy is now playing a bigger part in the economic recovery. The country's unemployment rate has been declining steadily and at 8.6 per cent at the end of January 2016, down from 10.1 per cent in January 2015, is now below the EU average. The country's debt to GDP ratio has reduced markedly and is forecast to be below the EU average by the end of 2016, ahead of expectations and targets.

 

Acquisitions and Disposals

 

The highlight of the period from 1 July 2015 to date was the acquisition of full control in Central Park, stepping up our ownership there from 50 to 100 per cent, which was contracted in November 2015 and completed in early January 2016. The other acquisition completed in the period was of One Albert Quay in Cork city centre. This grade A office building is a great addition both to Cork city and our portfolio.

 

Having informed shareholders in November 2015 of our intention to sell a number of assets in 2016 as part of our strategy to achieve our intended total gearing level of 25 per cent, on 3 February 2016 we announced that six of the Company's properties would be marketed for sale.

 

Asset Management

 

On the asset management front the highlights of the period were the renegotiation of existing leases with Pioneer Investments (complete) and Vodafone Ireland (terms agreed, expected to complete late February 2016), which along with other asset management initiatives have increased our rent weighted average unexpired lease term ('WAULT') by 2.3 years from 5 years at 30 June 2015 to 7.3 years currently. We also entered into new leases with Fidelity International comprising an annual rent of €3.5 million and with a term certain of 12 years.

 

Development

 

Having commenced construction of Block H in Central Park in April 2015, our development programme ramped up substantially in the period, wherein we started two further office schemes at 32 Molesworth Street and One Molesworth Street, both in Dublin City Centre, and two industrial units on our lands at Horizon Logistics Park at Dublin Airport. We are excited to be delivering these buildings into the market in the early stages of the Dublin development cycle and expect that they, along with the redevelopment of 4-5 Harcourt Road, will be a significant driver of shareholder returns.

 

Driving Risk Adjusted Returns

 

As was highlighted in our Annual Report 2015, our focus is on driving risk adjusted returns for shareholders, with a moderate level of property development and with an intended total gearing level of 25 per cent. Our total gearing level of 9.6 per cent at 31 December 2015 has increased to 22.2 per cent following the acquisition of full control of Central Park and the first stage payment made in respect of One Albert Quay in Cork. We have further capital to deploy to fund our development projects and the balance of the One Albert Quay payments, while using selective disposals to stabilise the total gearing level at 25 per cent.

 

Financial Results and Position

 

Summary Financial Information

 

Balance Sheet:

31 December 2015

30 June 2015

Change

Total Property Value

€1,034m1

€968m1

+6.8%

EPRA Net Assets

€962m

€899m

+7.0%

EPRA NAV Per Share

140.7 cent

132.1 cent

+6.5%

Total Gearing

9.6%

9.5%

+1.1%

Income Statement:

6 mths to 31 December 2015

6 mths to 31 December 2014

 

Gross Rental Income (excluding service charge income and JV income)

€24.2m

€16.1m

+50%

Net Rental Income

€22.9m

€15.1m

+52%

Profit for the Period

€67.1m

€74.3m

-10%

EPRA Earnings

€12.5m

€7.9m

+58%

EPS - Basic & Diluted

10.0 cents

11.1 cents

-10%

EPS - EPRA

1.9 cents

1.2 cents

+58%

 

 1 Includes the 50% interest in the Central Park properties of €166 million at 31 December 2015 and €151 million at 30 June 2015

 

 

Net Asset Value ('NAV')

 

The key drivers of the increase in the Company's NAV by €62.2 million, or by 7%, between 1 July 2015 and 31 December 2015, were as follows:

(i) a rental profit for the period of €12.5 million (31 December 2014: €7.9 million);

(ii) a net movement in fair values (including JV property) by €54.6 million (31 December 2014: €66.4 million);

(iii) a provision for performance fee of €5.8 million (31 December 2014: €5.0 million);

(iv) less the payment of dividends in the period of €10.7 million, in respect of the year to 30 June 2015 (31 December 2014: nil).

 

Outlook

 

Our investment strategy is clear and continues to deliver. The Board recognises that, alongside our investment strategy, sustained Irish economic prosperity and a continuation of the favourable macroeconomic backdrop are important in the context of delivering shareholder returns.

 

Ireland, as an open economy, is subject to a range of economic and political risks which have the potential to affect our ability to deliver these returns successfully. Notwithstanding these considerations, the Company has secure income, prime assets, a strong balance sheet and a proven management team.

 

The Board is confident that the continued implementation of our asset management and development strategy, against the favourable backdrop of a strong commercial property market and supportive Irish macroeconomic fundamentals, will deliver further shareholder returns in line with our target.

 

We look forward to the year ahead with confidence.

 

Gary Kennedy

Chairman

21 February 2016

 

Investment Manager's Report

 

The real estate sector in Ireland has recovered rapidly following the global financial crisis, with record take-up levels in Dublin offices in 2015 and a strong pipeline of FDI tenants looking to grow in Ireland or to enter the Irish market in 2016. There is also good demand from domestic companies for space. The investment market remains healthy, assisted by the fact that bond yields and interest rates are at historical lows, driven mainly by the uncertainty around global growth and low oil prices.

 

As set out in the Company's Annual Report 2015, our focus continues to be on driving risk adjusted returns through the execution of our asset management and development strategies across the portfolio, while remaining opportunistic with regard to further acquisitions.

 

ACQUISITIONS

 

Central Park - full control

 

The highlight of the period since 1 July 2015 was the acquisition of full control of Central Park, widely acknowledged as Dublin's best office park, increasing the Company's ownership from 50 per cent to 100 per cent. This acquisition, contracted in November 2015 and completed in January 2016, will add €9 million to the Company's annual contracted rent, and its impact on earnings and NAV will be reflected in the Company's results to 30 June 2016.

 

One Albert Quay, Cork

 

In February 2016 we also completed the acquisition of One Albert Quay in Cork, a newly built office block of 164,000 square feet (15,236 square metres), which was contracted in May 2015. We made an initial payment of €22.2 million in February 2016 following practical completion of the building, where there are now leases signed or in legals covering €2.9 million of annual rent, representing 70 per cent of the ERV of the building. We will make further payments of €30.4 million in respect of the balance of the building over the period to February 2017.

 

DISPOSALS

 

We informed shareholders in November 2015 of our intention, on the back of the acquisition of full control of Central Park, to sell a number of assets in 2016 in order to achieve our intended total gearing level of 25 per cent. Subsequently, on 3 February 2016 we confirmed that we had appointed JLL to sell a portfolio of the Company's properties, "The Glas Collection", by private treaty on our behalf. The Collection comprises six properties, four of which are in Dublin and include the mixed use Arena Centre in Tallaght, Ormond Building in Dublin city centre, Classon House in Dublin 14 and Parnell Car Park in Dublin 1. The other two assets are Globe Retail Park in Naas and Parkway Retail Park in Limerick.

 

The Glas Collection comprises over 69,677 sq m (750,000 sq ft), with a total passing rent of approximately €11.5 million per annum. The total guide price is in excess of €168.7 million, which equates to an initial yield of approximately 6.6 per cent.

 

 

 

 

 

 

ASSET MANAGEMENT

 

We continue to grow our rental income and to enhance the security of that income through driving the WAULT higher on a case-by-case basis.

 

Highlights in the period since 1 July 2015 include the following:

 

Lease Re-gears

 

We completed or agreed lease renegotiations on €14.7 million, or 23 per cent of our current contracted annual rent, significantly increasing the WAULT on this income from 2.7 to 9.7 years. This includes our now single largest tenant, Vodafone (terms agreed, expected to complete late February 2016), our fifth largest tenant Pioneer, the OPW (Irish government) and Bank of Ireland. Summary details are as follows:

 

Tenant

Building

Contracted Rent (€m p.a)

% of Group Rent*

Term Increase

Unexpired Term (pre)

Unexpired Term (post)

Vodafone Ireland**

Central Park (Block E)

7.3

11%

+8 years

2.8 years

10.8 years

Pioneer Investments

George's Quay, D.2 (Block A)

3.4

5%

+10 years

1.3 years

11.3 years

Bank of Ireland

Arena Centre, D.24

1.4

2%

+5 years

2.1 years

7 years

The OPW (Irish govt)

84-93 Mount Street, D.2

1.7

1%

+5 years

0.1 years

5.1 years

Others

Various

0.9

+ 2 years

10.4 years

12.4 years

Total

 

14.7

23%

+ 7 years

2.7 years

9.7 years

 

* Total annual contracted rent at February 2016

** Assumes that Vodafone lease renegotiation has completed, which is expected by late February 2016

 

New Lettings

 

We secured new lettings with €5.8 million per annum in new contracted rent, which represents 9 per cent of the group's current contracted annual rent. The WAULT on these new leases is 9.3 years.

 

The largest of these is with Fidelity International at George's Quay. The Fidelity leases extend to 68,000 square feet (5,852 square metres) in total, which Fidelity will fully occupy by late 2016 when Twitter and Invesco vacate the space they currently occupy. The annual contracted rent from Fidelity is €3.5 million, on 25 year leases at a rent of €49 per square foot (€527 per square metre), with a break clause in the tenant's favour on the twelfth anniversary of the leases.

 

These new lettings were 6 per cent ahead of 30 June 2015 rental values (excluding short term lettings).

 

 

 

 

 

WAULT

 

§ The combined effect on WAULT of the lease renegotiations and new leases completed in the period is to increase our overall WAULT by 46 per cent from 5 years at 30 June 2015 to 7.3 years currently;

§ As at 30 June 2015, 53 per cent of our contracted annual rent had a break option or lease expiry in the years 2016 to 2018. This has now been reduced to 25 per cent;

§ 75 per cent of our contracted annual rent is now subject to a break or expiry beyond 2019, which has increased from 42 per cent at 30 June 2015;

§ Lease re-gear/renewal discussions will continue to be activated on a case by case basis on the remainder of the portfolio.

 

Vacancy

 

As at 31 December 2015 there was 1 per cent vacancy across the portfolio by ERV (31 December 2014: 6%).

 

DEVELOPMENT PROJECTS

 

One of the key tenets of our investment strategy is to create value for shareholders through a prudent level of property development. We acquired five properties with development potential at early points in the Dublin real estate development cycle, with a view to obtaining the necessary planning consents and delivering new buildings into what is a very constrained Dublin office market; and in the case of our industrial development, into a market devoid of supply of modern high bay logistics units in well-located parts of Dublin.

 

Having started on site at Block H in Central Park in April 2015, in the period since 1 July 2015 we started on site at three further locations, namely 32 Molesworth Street, Horizon Logistics Park and One Molesworth Street. A brief summary of these schemes is as follows:

 

Property

Use

Lettable Area (Sq Ft)

Start Date

Estimated Completion Date

Block H, Central Park

Office

150,000

April 2015

Q4 2016

32 Molesworth Street, D.2

Office

28,374

August 2015

Q4 2016

Horizon Logistics Park (units B1 & D1)

Industrial

68,000

August 2015

Q1 2016

One Molesworth Street, D.2

Office

88,000

November 2015

Q2 2017

Total

 

334,374

 

 

 

Development costs are being funded using the revolving credit facility that the Company has with Barclays Bank Ireland plc. Please refer to our interim results presentation on the Company's website for further information on our development assets (see http://www.greenreitplc.com/investor-relations/regulatory-news/).

 

 

VALUATION

 

Comparing valuations at 31 December 2015 to the previous valuations at 30 June 2015 and 31 December 2014, the position as follows:

 

 

December 2014 Valuation

Movement Dec 14 to Jun 15

June 2015 Valuation

Movement Jun 15 to Dec 15

December 2015 Valuation

 

Annual Movement to December 2015

 

€MM

 

€MM

 

€MM

 

 

Offices

 

 

 

 

 

 

 

Dublin City Centre

467.2

12.1%

523.6

5.8%

554.2

 

18.6%

Dublin Suburbs (including 50% interest in Central Park)

160.3

10.2%

176.6

10.3%

194.8

 

21.5%

Total Offices

627.5

11.6%

700.2

7.0%

749.0

 

19.4%

Mixed Use (Arena Centre, Dublin 24)

54.5

11.7%

60.9

3.4%

63.0

 

15.5%

Industrial

20.0

2.2%

20.5

11.1%

22.7

 

13.6%

Retail

171.2

3.4%

177.0

6.9%

189.2

 

10.5%

Other

9.3

5.2%

9.7

5.2%

10.2

 

10.7%

OVERALL TOTAL

882.4

9.7%

968.3

6.8%

1,034.2

 

17.2%

 

 

 

 

 

 

 

 

 

Note:

 

€MM

31 Dec 2015

30 June 2015

Total Portfolio Valuation

1,034.2

968.3

Less: 50% interest in Central Park property

(165.9)

(151)

Per Statement of Financial Position

868.3

817.3

 

 

 

 

Financial Review

 

Rental Income

 

The six month period to 31 December 2015 saw an increase of 50 per cent year-on-year in our gross rental income (excluding service charge income) from our 100 per cent owned properties, growing from €16.1 million to €24.2 million. Net rental income for the period from our 100 per cent owned properties was €22.9 million (31 December 2014: €15.1 million), with property operating expenses of €1.3 million in the period (31 December 2014: €1.0 million). The increase in property operating expenses was due primarily to an increased level of leasing activity, with increased agents and legal fees related to new leases and lease renegotiations.

 

Investment Manager Fees

 

The increased base fee charge of €4.7 million in the period (2014: €3.8 million) reflects the increased NAV of the Company on which the one per cent annual base fee is calculated. In the year from 31 December 2014 to 31 December 2015 NAV has increased from €807.1 million to €961.5 million. The details of the performance fee provision for the period (€5.8 million) are set out in further detail in note 18 of these results.

 

Earnings per Share ('EPS')

 

EPRA EPS, which measures EPS on rental profit only, increased by 0.7 cent per share or by 58 per cent from 1.2 cents to 1.9 cents. EPRA EPS accounted for 19 per cent of total EPS of 10.0 cents in the six months to 31 December 2014, while it accounted for just 11 per cent of total EPS of 11.1 cents in the same period in 2014.

 

This is a reflection firstly of our increased rental income in the current period, which is 50 per cent greater than the same period in 2014, and secondly of the evolution of the Irish commercial real estate market from 'recovery' or 'opportunistic' mode in 2014 to a mode of more sustainable and moderate growth in 2015. This is illustrated by the total returns from Irish commercial real estate as measured by IPD/MSCI, which decreased from 40 per cent for 2014 to 25 per cent for 2015.

 

A reconciliation of total profit and EPS to EPRA Profit and EPRA EPS is as follows:

 

 

31 December 2015

31 December 2015

31 December 2014

31 December 2014

 

€'000

Cents per Share

€'000

Cents per Share

Profit for the Period

67,099

10.0

74,330

11.1

EPRA Adjustment - fair value movements

(54,552)

(8.1)

(66,389)

(9.9)

EPRA Profit for the Period

12,547

1.9

7,941

1.2

 

 

 

 

Net Asset Value ('NAV')

 

Our EPRA NAV increased by 7 per cent in the six months to 31 December 2015, from €899 million to €962 million. Comparing EPRA Net Assets at 31 December 2015 to 31 December 2014 the increase year on year was 19 per cent.

 

The main drivers of EPRA NAV in the six months to 31 December 2015 were our rental profit, the fair value increases in our properties and a reduction caused by the payment in October 2015 of the dividends for the year to 30 June 2015.

 

Please see Appendix 1 for further EPRA Performance Measures.

 

Gearing

 

As indicated in our Annual Report 2015, our intended level of total gearing is 25 per cent.

 

As at 31 December 2015 our total gearing level was 9.6 per cent, up very marginally on 9.5 per cent at 30 June 2015. When the effect of our acquisition of full control of Central Park in January 2016 and the first payment on One Albert Quay in Cork in February 2016 are taken into account, our total gearing is currently 22.2 per cent, summarised as follows:

 

€MM

30 June 2015

31 December 2015

Impact of Central Park and One Albert Quay

Current Position

Total Debt

95.7

104.7

179.2

283.9

Total Assets

1,011.9

1,089.9

188.1

1,278.0

Total Gearing

9.5%

9.6%

 

22.2%

 

 

OUTLOOK

 

Having witnessed historically high total returns from Irish commercial real estate of 40 per cent in 2014 and 25 per cent in 2015, returns are likely to revert to more sustainable levels for 2016 and beyond. Rental growth is now the more important driver of performance as opposed to yield contraction, which has dominated to date in the recovery cycle.

 

The Irish economy is performing well on all key indicators, with growth well ahead of the EU average in the last two years, which is expected to be the case again in 2016. The occupier market is consequently very healthy, with concerns about future Dublin office over-supply abating somewhat, particularly with NAMA unlikely to be involved in mass speculative development in Dublin's Docklands projects. With regard to the investment market, we continue to see core capital flow to Ireland for prime assets, with the early cycle investors being the main sellers.

 

While Ireland is performing strongly relative to other economies in Europe, and is benefitting from the prevailing low interest rate environment and relatively weak Euro, there is considerable global uncertainty at present around growth in China, oil prices and equity market volatility. We recognise that these external factors could adversely impact on the Irish economy and real estate sector. We believe however that the strength and security of our income, the quality of our tenants and our assets and the strength of our balance sheet put the Company in a strong position to continue to deliver shareholder returns in this environment of sustained economic growth in Ireland amid uncertainty elsewhere.

 

 

Stephen Vernon Pat Gunne

Executive Chairman Chief Executive

21 February, 2016

 

 

Irish Property Market Overview

 

Economic Overview

 

The Irish economy continues to perform well, with key economic indicators as follows:

 

§ For the second year running Ireland is likely to have been the fastest growing economy in Europe in 2015, with GDP growth for 2015 expected to be 7%. The forecasts for 2016 are for GDP growth of 4.8%;

§ The unemployment rate currently stood at 8.6% at the end of January 2016, down from 10.6% at December 2014, and down from a peak of 15.2% in February 2012. It is expected to fall to 8% by the end of 2016;

§ FDI job growth was 6.8% in 2015, with 187,000 people now employed by multinational companies in Ireland, the highest figure on record;

§ A balanced national budget, or close to it, is expected to be achieved in 2016 (0.3% of GDP deficit is forecast), and this is expected to reach a surplus (0.9% of GDP is forecast-) by 2019, well ahead of expectations;

§ The country's debt to GDP ratio has reduced markedly and is forecast to be below the EU average by the end of 2016, ahead of expectations and targets;

§ Retail sales grew by 8.5% in the year to December 2015 and are forecast to grow by an average of 2.1% per annum between 2016 and 2018;

§ The consumer confidence index rose to 103.9 at the end of 2015, compared to 90.5 at the end of 2014. These levels were last seen in 2006;

§ Irish export growth continued in 2015, aided by a weakened Euro, with growth in goods exports of 21.2%, with goods exports to the US and the UK up 28.7% and 13.2% respectively in the year. Goods exports to Eurozone countries also performed well, increasing by 20.7% over 2014 levels.

A general election in Ireland has been called for 26 February 2016, and the expectation is that the result could lead to a fragmented government, which would have a negative impact on political stability. Also of concern is the Brexit referendum in the UK, where most commentators are viewing a British exit from the EU as potentially having a negative impact on the Irish economy, although with a number of variables at play the actual impact of any result is difficult to forecast.

 

Investment

 

Total direct investment in commercial real estate in Ireland reached €3.5 billion in 2015, down from the record €4.6 billion achieved in 2014, but still well ahead of the previous high of €3 billion in 2006. In addition, there was a further €7 billion of loan sale activity backed by real estate.

 

Offices still dominated demand and accounted for 48% of transactions in 2015, followed by retail at 29% and mixed use portfolios at 16%. The USA accounted for the largest buyer group, with 41% of the market, while domestic buyers accounted for 40%, UK/Europe for 13.3%, and the remainder came from the Middle East and undisclosed locations. The Irish REITS accounted for 7% of the total capital invested, down from 30% in 2014, as a result of having deployed much of their available capital by the end of 2014.

 

Property Returns in 2015

 

The MSCI index (formerly known as IPD) recorded total returns for 2015 of 25% across all property in Ireland, down from 40% in 2014 but still ahead of all other global markets that they track. In the same period, the UK market recorded total returns of 13.8%. There are various components of total return and rental growth now accounts for 14.4% with yield compression accounting for 7.2%. The IPD total return by sector in Q4 shows retail as the top performer with total returns of 7%, 5.6% for offices and 5.7% for industrial. The all-property equivalent yield is down 70 bps from the end of 2014 and currently stands at 5.8%.

 

There has been further yield compression, albeit at a slower pace, in prime equivalent yields. In December 2014 prime office yields were at 5.00% and today stand at 4.50%. Dublin high street retail yields were 4.00% in the same period and now stand at 3.25%, while industrial yields were 7.25% and are now at 5.75%. Outside of Dublin, offices in major provincial centres were 7.25% in December 2014 and now stand at 7.00%.

 

Occupier Markets

 

Offices

 

Total take-up in Greater Dublin for 2015 broke the record of 2014 (+11.6%) and reached 2.68 million square feet (249,000 square metres) in gross terms. This compares to the 15 year average annual take-up of 1.84 million square feet (171,177 square metres).

 

The city centre accounted for 71% of the take-up and almost half of the remainder was accounted for by the south suburbs. Take-up by sector in 2015 was as follows:

 

City Centre

 

SECTOR

% OF TOTAL TAKE-UP

TMT (Computers/Hi Tech)

39%

Business Services

18%

Financial Services

17%

Consumer Services & Leisure

11%

Public Sector/Regulatory Body

7%

Professional

4%

Manufacturing Industrial & Energy

4%

Total

100%

 

South Suburbs

 

SECTOR

% OF TOTAL TAKE-UP

TMT (Computers/Hi Tech)

40%

Manufacturing Industrial & Energy

24%

Business Services

13%

Financial Services

7%

Public Sector/Regulatory Body

7%

Consumer Services & Leisure

6%

Professional

3%

Total

100%

 

The overall vacancy rate now stands at 8.7%, with the vacancy rate in Dublin 2 and Dublin 4 at 6.8% and the Grade A vacancy rate is at 3.3%. In the South Suburbs the overall vacancy rate is 6.1%.

 

There is currently approximately 3.4 million square feet (319,000 square metres) under construction in Dublin city centre over 26 schemes, between new builds and refurbishment projects, with delivery to take place between 2016 and 2018. Of these, 28.5% by area has been pre-let. At the time of our Annual Report (September 2015) there were 19 schemes under construction in Dublin city centre, extending to approximately 1.96 million square feet (182,623 square metres), of which 38% had been pre-let.

 

In the suburbs, Block H Central Park is the only speculative scheme currently under construction, which is 150,000 square feet (13,935 square metres) and due for completion at the end of 2016.

 

Prime quoting Dublin city centre office rents grew by 22% in 2015 and today stand at €55 per square foot (€592 per square metre) in the city centre and €27.50 per square foot (€296 per square metre) in the south suburbs. With the continued strength in tenant demand and limited new completions in 2016, market commentators are suggesting there will be further rental growth during 2016 of potentially 18%, bringing headline rent to approximately €65 per square foot (€699 per square metre) by year end.

 

Cork Office Market

 

The lack of new development is hampering activity in the Cork office market. Take-up in 2015 reached 237,800 square feet (22,093 square metres) which is down 22% on levels achieved in 2014. Tenant demand remains strong and restricted only by the limited availability of modern Grade A accommodation. The top lettings in 2015 were all at One Albert Quay and include Tyco Ireland Limited, Arup, PWC, Malwarebytes and Ardmore Shipping. Other lettings include Brookfield Renewal Ltd at City Quarter, Lapps Quay, SMC at Eastgate Business Park in Cork and Globe Tech at Cork Airport Business Park.

 

Current headline rental levels being achieved are €25 per square foot (€269 per square metre), with commentators suggesting that rents are likely to increase over the next 2-3 years to €30 per square foot (€322 per square metre). The overall vacancy rate in Cork peaked at 23.9% in 2012 and currently stands at 15.6%. It is expected to fall further during the course of this year. While there is no official Grade A vacancy rate, our understanding is that most vacant stock is of Grade B quality or poorer.

 

There are no new schemes currently under construction in Cork and only one scheme at the Capital Cinema site likely to commence this year. This is mixed use incorporating office and retail and extends to approximately 70,000 square feet (6,500 square metres).

 

Retail

 

As detailed above, retail sales are up and consumer confidence is back to levels last seen in 2006. In addition, exchequer returns show that VAT and excise receipts were +7.1% and +6% year-on-year respectively in 2015. There has been some commentary that footfall figures in major retail centres are up and there has been a continued reduction in vacancy rates. There is evidence of rental growth in Dublin city centre prime high street locations, where rents grew by 10% in the last twelve months. It is suggested that we may see rental growth in 2016 for the better high street and shopping centre/out of town locations as tenant demand continues to grow.

 

That said, many retail centres are still very over-rented and it may take some time for market rents to catch up with underlying rents. The MSCI index records approximately 45% of the retail income from its basket of assets as currently over-rented.

 

On the capital side, ownerships are transitioning. We have seen continued demand for prime high street investments from funds and high net worth investors and a number of shopping centres have been sold by de-leveraging banks to core buyers, including German Funds and UK REITS.

 

Industrial

 

Take-up in 2015 reached 4.6 million square feet (425,000 square metres), which is 30% ahead of 2014. This equates to over 200 transactions, compared to 175 in 2014. Sales accounted for 68% of all transactions.

 

Prime industrial rents rose 16% in 2015 to €7 per square foot (€75 per square metre) and with the shortage of modern space, commentators are suggesting a further 25% rental growth during the course of 2016 to €8.75 per square foot (€94 per sq m). Current rental levels make speculative development unviable, so the anticipated rental growth this year is likely to result in an uptick in development activity. At present, we have the only speculative development under construction, at Horizon Logistics Park, with practical completion scheduled for Q1 2016.

 

 

Sources:

 

§ Economic and Social Research Institute (ESRI), Ireland

§ Goodbody research department

§ Davy research department

§ Central Statistics Office, Ireland

§ Oxford Economics

§ CBRE Outlook presentation and report, January 2016

§ CBRE research department

§ CBRE development supply map

§ MSCI Irish briefing 2015 and presentation, 28th January 2016

§ JLL research department

§ Savills research department

§ Investec research department

 

 

 

 

Appendix 1: EPRA Performance Measures

Measure

 

Definition of Measure

Dec-15

Dec-14

EPRA earnings

€'000

Recurring earnings from core operational activities

12,547

7,941

EPRA earnings per share

Cents

EPRA earnings divided by the weighted average basic number of shares

1.9

1.2

Diluted EPRA earnings per share

Cents

EPRA earnings divided by the diluted weighted average number of shares

1.9

1.2

EPRA Cost Ratio

%

Administrative and operating costs divided by gross rental income

11.6%

9.0%

 

 

 

Dec-15

Jun-15

EPRA Net Asset Value

€'000

Net assets adjusted to exclude the fair value of financial instruments

961,526

899,261

EPRA Net Asset Value per share

Cents

EPRA net assets divided by the number of shares at the balance sheet date on a diluted basis

140.7

132.1

EPRA Triple Net Asset Value

€'000

EPRA net assets amended to include the fair value of financial instruments and debt

961,544

899,317

EPRA Triple Net Asset Value per share

Cents

EPRA triple net assets divided by the number of shares at the balance sheet date on a diluted basis

140.7

132.1

EPRA Net Initial Yield (NIY)

%

Annual passing rents at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased by (estimated) purchasers' costs.

4.6%

5.0%

EPRA Topped-up NIY

%

EPRA NIY adjusted for the expiration of rent free periods (or other unexpired lease incentives such as dicounted rent periods and step rents.)

5.0%

5.3%

EPRA Vacancy Rate

%

ERV of non-development vacant space as a percentage of ERV of the whole portfolio of non-development space

1%

2%

 

 

 

Principal Risks and Uncertainties

The following are the principal risks that the Board has identified for the coming year and the measures that will mitigate these risks:

 

 

Risk

Mitigating Measures

1

Market Risk

 

 

Cyclical Market - the property market is cyclical and as such values and market conditions can be volatile. This could have a potential adverse impact on property values and rental levels, impacting shareholder returns.

 

 

ü 95% concentration of assets are in Dublin, the capital city, which experiences less volatility in a downturn than regional centres in Ireland

ü Assets are in prime and good secondary locations, which are more resilient in a downturn

ü Largest tenant is the Irish government, which accounts for 16% of total rent, where we would expect default to be remote

ü 75% of the portfolio by value is Dublin offices, which proved to be the most resilient asset class in the last downturn

ü Our retail assets are in city centres and well-populated suburban areas

ü Our warehousing and distribution facilities are located in close proximity to airport and motorway infrastructure

ü Our vacancy rate by ERV is 1%, down from 8% at June 2014, thereby reducing the leasing risk in the event of a downturn

ü We continue to focus on capturing the longest lease terms possible from well capitalised and stable tenants so that the security of income and cash inflow is optimised

ü The Investment Manager is experienced in managing property portfolios through cycles

 

Slowdown in economic growth - as a very open economy, the Irish economy is highly dependent on the wider European market and indeed the world economy. Any slowdown or reversal in current trajectory of economic recovery could reduce the demand for space in our buildings and impact on rental values and property values, while increasing the level of tenant default.

 

ü The Company's acquisition strategy focused on city locations, primarily Dublin, as the large centres of population are more resilient economically, particularly for retail

ü The Company also targets well capitalised tenants with strong covenants and maintains a policy of keeping a large and diversified multi sectoral customer base to avoid the Company being over exposed to any one tenant or industry sector

ü The Investment Manager's asset management team is highly experienced

 

Exit of early cycle investors - risk of adverse impact on property values and liquidity if there was to be a glut of supply of assets for sale from these investors, for example if their funds had redemption requirements or if Irish property as an asset class was seen to be less attractive.

 

ü We envisage that the impact on values of any disposal programs will be minimal, and that the market has the capacity to absorb these sales, particularly with domestic funds looking to invest further and with the emergence of longer term core capital

ü We have prime and good quality secondary assets in good locations, the demand for which will be more resilient and less volatile than lesser assets in lesser locations

 

2

Compliance & Regulatory Risk

 

 

Regulatory Risk - AIFMD - Should the Investment Manager cease to be authorised as an AIFM then the Company would be required to appoint a replacement AIFM and may suffer losses arising from the transition from its current Investment Manager to another.

 

ü The Board and the Audit Committee regularly discuss regulatory aspects and receive reports from the Investment Manager in respect of AIFMD compliance matters concerning both the Company and the Investment Manager. The Investment Manager in turn consults with its legal adviser and the Company's sponsor, Davy, who attend meetings with the regulator on behalf of the Investment Manager and the Company respectively

ü The Company obtains independent legal advice in relation to AIFMD matters in order to keep abreast of developments and to ensure compliance by the Company with its obligations under AIFMD

ü The Company has appointed a Depositary, Northern Trust, as required of it under AIFMD

3

Interest Rate Risk

 

 

Interest Rate Risk - global interest rates are currently at record low levels but may increase in the short to medium term. An increase in interest rates could have an adverse impact on the Company's property values, as the risk premium applied to property yields would increase.

ü The Investment Manager is experienced in monitoring the property market through cycles

ü Our assets are well located and focused on Dublin offices, with quality tenants and with a focus on security of rental income, which should make them more resilient in the event of yield increases caused by increases in interest rates

ü In the event that some of our assets were to be sold, their quality, location and the quality of the tenant and income stream should make them desirable to purchasers

4

Income Sustainability Risk

 

 

Leasing Risk - with lease events (breaks and expiries) arising in leases with many of our tenants there is a risk of existing tenants leaving the space they rent. Impact on revenues, cashflow and property valuation, with increased costs during void periods.

 

ü The Investment Manager works closely with tenants to understand their needs and to ensure ongoing satisfaction

ü The expectation is that the current shortage of supply of quality office space in Dublin will continue through 2016 and 2017, giving tenants fewer relocation options

ü Relocation costs can be substantial and can discourage tenants from exercising break options or leaving on expiry of their leases

ü Our assets are well located and well serviced by public transport, and therefore popular with tenants and their staff

ü Should tenants choose to end their leases we would be confident of re-letting vacated space without undue delay and at strong rental values, and at reasonable levels of tenant incentives

ü Our retail space has a weighted average unexpired lease term of 8.9 years, with an increase in retail sales and consumer confidence nationally, and with much reduced levels of failure in the Irish retail sector

5

Property Development Risk

 

 

Speculative Development Risk - occupiers don't take space in our new developments. Adverse impact on revenue, cashflow, value and void costs.

ü We are early movers in the development of new space in Dublin in order to benefit from lower construction costs and to deliver completed properties when the demand for space outstrips supply and rental values remain strong

ü While a property may not be let when a development or refurbishment commences, the marketing of the building commences well before the scheduled completion date. We could choose to start the letting process earlier if deemed to mitigate risk further

ü The Investment Manager and the Board monitor changing market conditions carefully

 

Development Completion Risk - engineering, construction and other risks that could delay completion and/or increase costs. Potential adverse impact on shareholder returns as a result of higher costs and/or delays in delivering new product into a supply constrained market.

ü The Company only employs blue chip contractors with a strong and proven track record and with requisite financial strength

ü The Company engages what it considers to be the best design team for each project, working closely with them to identify any cost overruns or delays as early as possible

ü The Investment Manager closely monitors each project and works closely with the contractor, attending on site regularly

ü The Investment Manager's development team is highly experienced in developing new buildings 

 

Development - Health and Safety - with increased development activity there is an increased risk of an accident which could result in the death or injury. Reputational risk, potential completion delay and potential financial loss arising from a claim being made.

 

 

ü The Investment Manager ensures that all contractors engaged employ high standards of health and safety and carry the appropriate levels of insurance to mitigate any issues which could arise

ü The Investment Manager is an experienced developer with formalised health and safety procedures

ü The primary responsibility for health and safety passes from the Company to the main contractor, with sub-contractors engaged by the contractor having no privity with the Company 

ü There is adequate insurance cover in place to deal with any claims which might arise out of claims being made due to incidents 

 

Development - Main Contractor or Subcontractor failure. Delayed delivery of a development or refurbishment with resulting additional costs, and potential failure to pass the completed space to a tenant who has entered into a pre-letting agreement, thereby delaying rental income receipts.

 

ü The Company only selects financially robust contractors to carry out works

ü The principal contractor is responsible for monitoring the viability of sub-contractors appointed by them

ü There is an increasing number of contractors and subcontractors operating in the Irish market in the event that the need to replace was to arise

ü The Company allows for timing contingencies as well as possible cost contingencies at the project planning phase

 

6

Political Risk

 

 

A general election is to be held in Ireland on 26 February 2016. An inability to form a government, the formation of a government lacking stability, or the formation of a more leftist government, could lead to political instability and a potential pullback in FDI, thereby adversely impacting on the demand for the Company's office space. The US presidential election could have a similar impact on FDI, depending on its outcome.

This is an external risk which cannot be mitigated. The Board of the REIT and of the AIFM monitor the likely outcomes through opinions issued by commentators.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS

 

Statement of Directors' Responsibilities

 

The Directors confirm to the best of their knowledge that the interim consolidated financial statements have been prepared in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007, the Transparency Rules of the Central Bank of Ireland and the Disclosure and Transparency Rules of the UK Financial Conduct Authority and with IAS 34 Interim Financial Reporting, as adopted by the EU, and to the best of their knowledge and belief:

 

a) the condensed interim financial statements comprising the condensed statement of comprehensive income, the condensed statement of financial position, the condensed statement of changes in equity, the condensed statement of cash flows and related notes have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

b) the interim management report includes a fair review of the information required by:

· Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the period from 1 July 2015 to 31 December 2015 and their impact on the condensed interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place during the period from 1 July 2015 to 31 December 2015 and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.

 

Signed on behalf of the Board

 

 

 

Gary Kennedy Jerome Kennedy 21 February 2016

Chairman Director

 

 

 

 

INDEPENDENT REVIEW REPORT TO THE MEMBERS OF GREEN REIT PLC

 

Introduction

 

We have been engaged by the Company to review the condensed set of consolidated financial statements in the half-yearly financial report for the six months ended 31 December 2015, which comprises the Group statement of comprehensive income, the Group statement of financial position, the Group statement of changes in equity, Group statement of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of consolidated financial statements.

 

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

 

Directors' responsibilities

 

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the TD Regulations, the Transparency Rules of the Central Bank of Ireland and The Disclosures and Transparency Rules of the UK FCA.

 

The annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The directors are responsible for ensuring that the condensed set of consolidated financial statements of the Group are prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU ("IAS 34").

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the set of condensed consolidated financial statements in the half-yearly financial report based on our review.

 

Scope of review

 

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

 

 

 

 

INDEPENDENT REVIEW REPORT TO THE MEMBERS OF GREEN REIT PLC

 

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated financial statements in the half-yearly financial report for the six months ended 31 December 2015 are not prepared, in all material respects, in accordance with IAS 34 and consequently IFRSs as adopted by the EU, the TD Regulations and the Transparency Rules of the Central Bank of Ireland and the Disclosure and Transparency Rules of the UK FCA.

 

 

 

KPMG

Chartered Accountants, Statutory Audit Firm

Dublin, Ireland

21 February 2016

 

 

 

 

 

 

 

 

 

 

 

Green REIT plc
Unaudited condensed statement of comprehensive income for the six month period to 31 December 2015

 

 

31 December 2015

31 December 2014

 

Notes

Underlying pre-tax

Capital and other

Total

 

Underlying pre-tax

Capital and other

Total

 

 

 

€'000

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

 

Gross rental and related income

5

28,236

-

28,236

18,779

-

18,779

 

 

__________

__________

__________

__________

__________

__________

Net rental and related income

5

22,890

-

22,890

15,085

-

15,085

 

 

__________

__________

__________

__________

__________

__________

Net movement on fair value

6

-

43,246

43,246

-

45,494

45,494

Investment Manager

 

 

 

 

 

 

 

- base fee

18

(4,652)

-

(4,652)

(3,836)

-

(3,836)

- performance fee

18

(5,800)

-

(5,800)

(5,000)

 

(5,000)

Administrative expenses

 

(1,636)

-

(1,636)

(700)

-

(700)

 

 

__________

__________

__________

__________

__________

__________

Operating profit

 

10,802

43,246

54,048

5,549

45,494

51,043

Finance income

7

-

-

-

95

-

95

Finance expense

7

(949)

-

(949)

(307)

-

(307)

Share of joint venture profit

10

2,694

11,306

14,000

2,604

20,895

23,499

 

 

__________

__________

__________

__________

__________

__________

Profit on ordinary activities before taxation

 

12,547

54,552

67,099

7,941

66,369

74,330

Income tax

8

-

-

-

-

-

-

 

 

__________

__________

__________

__________

__________

__________

Profit for the period after taxation

 

12,547

54,552

67,099

7,941

66,389

74,330

 

 

__________

__________

__________

__________

__________

__________

Other comprehensive income

 

-

-

-

-

-

-

 

 

__________

__________

__________

__________

__________

__________

Total comprehensive income for the period

 

 

 

 

 

 

 

attributable to the shareholders of the Company

 

12,547

54,552

67,099

7,941

66,389

74,330

 

 

__________

__________

__________

__________

__________

__________

Basic earnings per share (cents)

14

1.9

8.1

10.0

1.2

9.9

11.1

Diluted earnings per share (cents)

 

1.9

8.1

10.0

1.2

9.9

11.1

 

 

__________

__________

__________

__________

__________

__________

 

 

Green REIT plc
Unaudited condensed consolidated statement of financial position
as at 31 December 2015

 

 

 

31 December

30 June

 

 

2015

2015

 

Notes

€'000

€'000

Assets

 

 

 

Non-current assets

 

 

 

Investment properties

9

868,333

817,326

Investment in joint venture

10

94,305

77,874

 

 

__________

__________

 

 

 

 

Total non-current assets

 

962,638

895,200

 

 

__________

__________

Current assets

 

 

 

Other receivables

11

4,658

2,631

Cash and cash equivalents

 

46,921

37,611

 

 

__________

__________

Total current assets

 

51,579

40,242

 

 

__________

__________

Total assets

 

1,014,217

935,442

 

 

__________

__________

Equity

 

 

 

Share capital

12

68,087

66,697

Share premium

12

637,533

617,941

Performance fee share reserve

18

5,800

20,982

Retained earnings

 

250,124

193,697

 

 

__________

__________

Equity attributable to shareholders of the Company

 

961,544

899,317

 

 

__________

__________

Liabilities

 

 

 

Current liabilities

 

 

 

Amounts due to Investment Manager - base fee

18

4,652

2,248

Trade and other payables

16

19,472

14,454

 

 

__________

__________

Total current liabilities

 

24,124

16,702

 

 

 

 

Non-current liabilities

 

 

 

Borrowings

17

28,549

19,423

 

 

__________

_________

 

Total non-current liabilities

 

 

28,549

 

19,423

 

 

__________

_________

Total liabilities

 

52,673

36,125

 

Total equity and liabilities

 

__________

1,014,217

________

935,442

 

 

__________

__________

Net asset value per share (cents)

15

141.2

134.8

 

 

__________

__________

Diluted and EPRA net asset value per share (cents)

15

140.7

132.1

 

 

__________

__________

 

Green REIT plc
Unaudited condensed consolidated statement of changes in equity
for the period ended 31 December 2015

 

 

 

 

 

 

Performance

 

 

 

 

Share

Share

Retained

fee share

 

 

 

 

capital

premium

earnings

reserve

Total

 

 

 

€'000

€'000

€'000

€'000

€'000

At 1 July 2014

 

 

66,697

617,941

43,129

-

727,767

Total comprehensive income for the period

 

 

 

 

 

 

 

Profit for the financial period

 

 

-

-

74,330

-

74,330

Other comprehensive income

 

 

-

-

-

-

-

 

 

 

________

Total comprehensive income for the period

 

 

-

-

74,330

-

74,330

 

 

 

________

Transactions with owners, recognised directly in equity

 

 

 

 

 

 

 

Investment Manager - performance fee share reserve

 

 

-

-

-

5,000

5,000

 

 

 

________

At 31 December 2014

 

 

66,697

617,941

117,459

5,000

807,097

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

Share

Share

Retained

fee share

 

 

 

 

capital

Premium

earnings

reserve

Total

 

 

 

€'000

€'000

€'000

€'000

€'000

At 1 July 2015

 

 

66,697

617,941

193,697

20,982

899,317

Total comprehensive income for the period

 

 

 

 

 

 

 

Profit for the financial period

 

 

-

-

67,099

-

67,099

Other comprehensive income

 

 

-

-

-

-

-

 

 

 

________

Total comprehensive income for the period

 

 

-

-

67,099

-

67,099

 

 

 

________

 

 

 

 

 

 

 

 

Transactions with owners, recognised directly in equity

 

 

 

 

 

 

 

Investment Manager - performance fee shares issued

 

 

1,390

19,592

-

(20,982)

-

Investment Manager - performance fee share reserve

 

 

-

-

-

5,800

5,800

Dividends paid

 

 

-

-

(10,672)

-

(10,672)

 

 

 

________

At 31 December 2015

 

 

68,087

637,533

250,124

5,800

961,544

 

 

 

 

 

Green REIT plc

Unaudited condensed consolidated statement of cash flows

for the six month period to 31 December 2015

 

 

 

31 December

31 December

 

 

2015

2014

 

Notes

€'000

€'000

Cash flows from operating activities

 

 

 

Profit for the period

 

67,099

74,330

Adjustments for:

 

 

 

- Net movement on revaluation of investment properties

6

(43,246)

(45,494)

- Finance Income

 

-

(95)

- Finance expense

 

949

307

- Profit from joint venture

 

(14,000)

(23,499)

- Investment Manager - performance fee

 

5,800

5,000

 

 

__________

__________

 

 

16,602

10,549

Changes in:

 

 

 

- trade and other receivables

11

(2,027)

(967)

- current liabilities and investment management base fee payable

 

 

 

5,670

 

2,355

 

 

__________

__________

Cash generated from operating activities

 

20,245

11,937

 

 

 

 

Interest income

 

-

95

Interest paid

 

(762)

(307)

 

 

__________

__________

Cash inflow from operating activities

 

19,483

11,725

 

 

__________

__________

Cash flows from investing activities

 

 

 

Acquisition of investment properties

 

(1,010)

(373,092)

Investment in joint venture

10

(3,061)

(1,029)

Distribution received from joint venture

10

630

1,991

Investments in money market fund

 

-

351,649

Capital expenditure

 

(4,999)

-

 

 

__________

__________

Net cash used in investing activities

 

(8,440)

(20,481)

 

 

__________

__________

Cash flows from financing activities

 

 

 

Dividends paid

 

(10,672)

-

Drawdown of revolving credit facility, net of costs

13

8,939

18,029

 

 

__________

__________

Net cash inflows from financing activities

 

(1,733)

18,029

 

 

__________

__________

 

 

 

 

Net increase in cash and cash equivalents

 

9,310

9,273

Cash and cash equivalents at beginning of period

 

37,611

18,056

 

 

__________

__________

 

 

 

 

Cash and cash equivalents at end of period

 

46,921

27,329

 

 

__________

__________

The accompanying notes are an integral part of these financial statements

 

Green REIT plc

 

Notes to the condensed consolidated financial statements

 

1. Reporting entity

 

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

 

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

 

These unaudited condensed interim financial statements as at and for the six months ended 31 December 2015 comprise the Company and its subsidiaries (together referred to as the 'Group' and individually as 'Group entities').

 

2. Basis of preparation

 

The Group condensed interim financial statements, which should be read in conjunction with the Annual Report for the year ended 30 June 2015, have been prepared in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 and in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34) as adopted by the European Union.

 

These results are unaudited but were reviewed by our auditors. The condensed financial information herein does not constitute the statutory financial statements of Green REIT plc, which were prepared as at and for the year ended 30 June 2015, were approved by the Board of Directors on 28 October 2015 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified. The next statutory financial statements will be prepared for the year ending 30 June 2016.

 

The preparation of the condensed interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses together with disclosure of contingent assets and liabilities. Estimates and underlying assumptions are reviewed on an ongoing basis.

 

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than twelve months from the date of this report. For this reason, the Directors adopt the going concern basis of accounting in preparing these condensed interim financial statements.

 

 

Green REIT plc

Notes (continued)

 

3. Significant accounting policies

 

The accounting policies significant judgements, key assumptions and estimates applied by the Group in these condensed interim financial statements are consistent with those applied in the 2015 Annual Report.

There are a number of new standards, amendments to standards and interpretations which are not yet effective for the period, and have not been applied in preparing these condensed interim financial statements. We are currently assessing the full impact of these amendments on the Group.

 

4. Operating segments

 

The Group, including the Central Park Joint Venture is organised into four business segments, against which the Group reports its segmental information, being Retail Assets, Office Assets, Industrial Assets and Other Assets (properties that do not fall into the preceding classifications). All of the Group's operations are in the Republic of Ireland. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, who has been identified as the Board of Directors of the Company. For the purpose of segmental analysis the Central Park Joint Venture is presented on a proportional consolidation basis, in comparison to the equity accounted presentation in the financial statements.

 

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

 

The Group's key measures of underlying performance of a segment are net rental income and the movement in fair value of properties, as these measures illustrate and emphasise that segment's contribution to the reported profits of the Group and the input of that segment to earnings per share. By focusing on these prime performance measures, other key statistical data such as capital expenditure and once off exceptional items are separately highlighted for analysis and attention.

 

Information related to each reportable segment is set out on the following pages:

 

 

Green REIT plc

Notes (continued)

 

4. Operating segments (continued)

 

 

Office Assets

 

€'000

Retail Assets

 

€'000

Industrial

Assets

 

€'000

Other

Assets (i)

 

€'000

 

Total

 

€'000

Joint

Venture**

 

€'000

Unallocated

Expenses

and Assets

 

€'000

Group

Consolidated

Position

 

€'000

Six Month to 31 December 2015

 

 

 

 

 

 

 

 

Gross rental and related income

24,819

7,083

624

791

33,317

(5,081)

-

28,236

Property outgoings

(4,843)

(1,269)

(227)

(131)

(6,470)

1,124

-

(5,346)

Net rental and related income

19,976

5,814

397

660

26,847

(3,957)

-

22,890

Net movement on fair value of investment properties

41,355

11,795

599

803

54,552

(11,306)

-

43,246

Investment Manager - base fee

(3,858)

(581)

(106)

(107)

(4,652)

-

-

(4,652)

Investment Manager - performance fee

-

-

-

-

-

-

(5,800)

(5,800)

Administration expenses

-

-

-

-

-

-

(1,636)

(1,636)

Segment profit before tax

57,473

17,028

890

1,356

76,747

(15,263)

(7,436)

54,048

Finance Costs

(1,263)

-

-

-

(1,263)

1,263

(949)

(949)

Share of profit in Joint Venture

-

-

-

-

-

14,000

-

14,000

Profit before tax

56,210

17,028

890

1,356

75,484

-

(8,385)

67,099

 

 

 

 

 

 

 

 

 

As at 31 December 2015

 

 

 

 

 

 

 

 

Total segment assets*

816,575

202,914

15,048

38,484

1,073,021

(75,698)

16,894

1,014,217

 

 

 

 

 

 

 

 

 

Investment properties

787,502

195,653

13,232

37,801

1,034,188

(165,855)

-

868,333

 

 

 

 

 

 

 

 

 

 

(i) Includes hotel and car park assets

 

*Total cash and cash equivalents and short term deposits at 31 December 2015 is €46.9 million (30 June 2015: €37.6 million). The total segment assets per the unallocated segment above is €16.9 million (30 June 2015: €28.2 million) and primarily represents cash and cash equivalents. 

 

** The Group's segmental analysis is reported including the Group's share of the Joint Venture income, expenditure and assets. These figures are then excluded from the total to reconcile back to the Group's consolidated position as per the interim accounts.

 

Green REIT plc

Notes (continued)

 

4. Operating segments (continued)

 

 

Office Assets

 

€'000

Retail Assets

 

€'000

Industrial

Assets

 

€'000

Other

Assets (i)

 

€'000

 

Total

 

€'000

Joint

Venture

 

€'000

Unallocated

Expenses

and Assets

 

€'000

Group

Consolidated

Position

 

€'000

Six Months to December 2014

 

 

 

 

 

 

 

 

Gross rental and related income

16,736

5,223

581

815

23,355

(4,576)

-

18,779

Property outgoings

(2,784)

(983)

(341)

(142)

(4,250)

556

-

(3,694)

Net rental and related income

13,952

4,240

240

673

19,105

(4,020)

-

15,085

Net movement on fair value of investment properties

32,940

(32,013)

146

1,290

66,389

(20,895)

-

45,494

Investment Manager - base fee

(1,996)

(665)

(98)

(88)

(2,847)

-

(989)

(3,836)

Investment Manager - performance fee

(2,831)

(2,025)

(16)

(128)

(5,000)

 

-

(5,000)

Administration expenses

-

-

-

-

-

-

(700)

(700)

Segment profit before tax

42,065

33,563

272

1,747

77,647

(24,915)

(1,689)

51,043

Finance income

-

-

-

-

-

-

95

95

Finance costs

(1,416)

-

-

-

(1,416)

1,416

(307)

(307)

Share of loss in Joint Venture

-

-

-

 

 

23,499

-

23,499

Profit before tax

40,649

33,563

272

1,747

76,231

-

(1,901)

74,330

 

 

 

 

 

 

 

 

 

As at 30 June 2015

 

 

 

 

 

 

 

 

Total segment assets at 30 June 2015

746,657

187,243

10,696

39,070

983,666

(76,423)

28,199

935,442

 

 

 

 

 

 

 

 

 

Investment properties at 30 June 2015

735,507

183,870

10,460

38,469

968,306

(150,980)

-

817,326

 

 

 

 

 

 

 

 

 

 

(i) Includes hotel and car park assets

 

Green REIT plc

Notes (continued)

 

5. Gross and net rental and related income

 

31 December

31 December

 

2015

2014

 

€'000

€'000

 

 

 

Gross rental and related income

 

 

Gross rental income

22,498

15,989

Spreading of tenant lease incentives/rent free periods

226

96

Lease surrender penalty income

1,446

-

Service charge income

4,066

2,694

 

_______

_______

Gross rental and related income

28,236

18,779

 

 

 

Service charge expenses

(4,066)

(2,694)

Property operating expenses

(1,280)

(1,000)

 

_______

_______

Net rental and related income

22,890

15,085

 

_______

_______

 

6. Net movement on fair value of investment properties

 

31 December

31 December

 

2015

2014

 

€'000

€'000

 

 

 

Fair value gain on investment properties (note 9)

44,998

48,042

Fair value movement on property option (note 16)

(1,752)

(2,548)

 

_______

_______

Net movement on fair value of investment properties

43,246

45,494

 

_______

_______

    

 

7. Net finance (expenses)/income

 

 

31 December

31 December

 

2015

2014

 

€'000

€'000

 

 

 

Finance income

 

 

Interest income on short term deposits

-

95

 

Finance costs

 

 

Loan interest

(428)

(91)

Commitment Fee

(518)

(60)

Bank Fees

(3)

(3)

Overdraft arrangement fee

-

(153)

 

 

(949)

(307)

 

Net finance (expense)/income

(949)

(212)

 

 

Green REIT plc

Notes (continued)

 

8. Taxation

 

As disclosed in the 2015 Annual Report, Green REIT plc elected for group REIT status with effect from July 2013. As a result, the Group does not pay Irish corporation tax on the profits and gains from qualifying rental business in Ireland provided it meets certain conditions.

 

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

 

 

9. Investment property

 

Investment

Development

Total

 

Property

Property

 

 

2015

2015

2015

 

€'000

€'000

€'000

 

 

 

 

At 1 July 2015

787,571

29,755

817,326

Additions

2,595

3,414

6,009

Change in fair value of investment properties (See Note 6)

42,525

2,473

44,998

 

 

 

 

 

Balance at period end

832,691

35,642

868,333

 

 

The fair value of the Group's investment property at 31 December 2015 has been arrived at on the basis of valuations carried out at that date by external valuers; CBRE Ireland (CBRE) and Jones Lang LaSalle Ireland (JLL). The valuations performed by CBRE and JLL, which conform to the Valuation Standards of the Royal Institution of Chartered Surveyors and with IVA 1 of the International Valuations Standards, were arrived at by reference to market evidence of transaction prices for similar properties.

 

As per Note 8 of the 2015 Annual Report, quantitative information about fair value measurements using unobservable inputs (level 3), per property class are set out in the table on the following page:

 

 

 

Green REIT plc

Notes (continued)

 

9. Investment property (continued)

 

 

Asset class

Input

Range

 

 

Low

High

Retail Assets

Annual rent per sq ft

14.07

81.14

ERV per sq ft

9.99

62.50

Equivalent yield %

4.25%

6.57%

Long term vacancy rate

0.00%

11.38%

 

 

 

 

Office Assets (i)

Annual rent per sq ft

9.46

49.10

ERV per sq ft

12.00

53.26

Equivalent yield %

4.86%

7.76%

Long term vacancy rate

0.00%

14.70%

 

 

 

 

Industrial Assets (ii)

Annual rent per sq ft

7.48

7.48

ERV per sq ft

7.60

7.60

Equivalent yield %

6.25%

6.25%

Long term vacancy rate

0.00%

0.00%

 

 

 

 

Other Assets (iii)

Equivalent yield %

5.64%

5.64%

 

Long term vacancy rate

0.00%

0.00%

 

(i) Includes the Central Park office portfolio, which is accounted for as a joint venture.

(ii) There is only one asset in this asset class and therefore there is no range information provided.

(iii) Includes hotel and car park assets.

 

Sensitivity of measurement to variance of significant unobservable inputs

 

A decrease in the estimated rental value ("ERV") will decrease the fair value. Similarly, an increase in the equivalent yield will decrease the fair value. There are interrelationships between these rates as they are partially determined by market rate conditions.

 

Across the entire portfolio of investment properties, a 1% increase in equivalent yield would have the impact of a €107.4 million reduction in fair value whilst a 1% decrease in yield would result in a fair value increase of €155.2 million. This is further analysed by property class, as follows:

 

Property class

Value +1%

Equivalent Yield

Value -1% Equivalent Yield

€'000

€'000

Office (i)

(68,210)

98,628

Retail

(35,098)

51,045

Industrial

(2,131)

2,933

Other

(1,949)

2,628

Total

(107,388)

155,234

(i) Includes the Central Park office portfolio, which is accounted for as a joint venture

 

 

 

 

Green REIT plc

Notes (continued)

 

10. Investment in joint venture

 

 

1 July 2015 to

 

31 December

 

2015

 

€'000

 

 

At beginning of period

77,874

Investment

3,061

Distributions received

(630)

Share of profit

14,000

 

 

 

Balance at period end

94,305

 

 

 

At the 31 December 2015 the Group, through its wholly owned subsidiary Green REIT (Central Park) Limited was a 50% partner in The Central Park Limited Partnership, a joint arrangement formed on 28 March 2014 with LVS II CP Investor Ltd. The Group has classified this joint arrangement as a joint venture, as both parties have joint control over the arrangement.

 

The Central Park Limited Partnership properties were externally valued by JLL at 31 December 2015 on the basis outlined in Note 8 of the 2015 Annual Report.

 

During the period, the Group provided €3.1 million further funding to the Partnership and received a distribution of €0.6 million.

 

On 8 January 2016, the Group acquired the remaining 50% of The Central Park Limited Partnership from PIMCO Property Fund II. For further details see note 20.

 

The detailed breakdown of the Group's 50% interest in the Central Park Limited Partnership joint venture is set out on the following pages:

 

Green REIT plc

Notes (continued)

 

10. Investment in joint venture (continued)

 

 

(i) Summarised income statement for six months to 31 December 2015

 

Underlying

pre-tax

Capital and

other

50%

Central Park

100%

Central Park

 

 

 

 

Joint Venture

Joint Venture

 

 

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

Gross rental and related income

5,081

-

5,081

10,162

 

 

 

 

 

 

 

 

 

Net rental and related income

3,957

-

3,957

7,914

 

Fair value movement on investment properties

 

-

 

11,344

 

11,344

 

22,688

 

Fair value movement on derivatives

-

(38)

(38)

(76)

 

 

 

 

Operating profit

3,957

11,306

15,263

30,526

 

 

 

 

 

 

 

Finance expense

(1,263)

-

(1,263)

(2,526)

 

 

 

 

Profit on ordinary activities before tax

 

2,694

 

11,306

 

14,000

 

28,000

 

Income tax

-

-

-

-

 

 

 

Profit for the period after tax

2,694

11,306

14,000

28,000

 

 

 

 

 

 

 

 

 

 

 

Green REIT plc

Notes (continued)

 

10. Investment in joint venture (continued)

 

 

 

 

 

 

(ii) Summarised balance sheet

 

 

at 31 December 2015

at 30 June 2015

 

 

50%

Central Park

100%

Central Park

50%

Central Park

100%

Central Park

 

 

Joint Venture

Joint Venture

Joint Venture

Joint Venture

 

 

€'000

€'000

€'000

€'000

 

 

 

 

 

 

Investment property

 

165,855

331,710

150,980

301,960

Financial asset

 

18

36

56

112

Current assets

Cash and cash equivalents

 

1,998

2,132

3,996

4,263

47

3,214

94

6,428

 

 

Gross assets

 

170,003

340,005

154,297

308,594

 

 

 

 

 

 

 

 

Current liabilities

 

(1,260)

(2,519)

(2,097)

(4,194)

Bank debt - non current

 

(74,438)

(148,876)

(74,326)

(148,652)

 

 

Gross liabilities

 

(75,698)

(151,395)

(76,423)

(152,846)

 

 

Net external assets

 

94,305

188,610

77,874

155,748

 

 

Represented by:

 

 

 

 

 

Shareholder loans

 

47,862

95,723

44,801

89,602

Share of profits

 

46,443

92,887

33,073

66,146

 

 

Total investment

 

94,305

188,610

77,874

155,748

 

 

 

The Central Park Limited Partnership loan of €150 million with Bank of Ireland is at an interest rate of EURIBOR plus a margin of 3%. This loan is repayable in 2018 with an option to extend the term of the loan for a further two years. In 2014, the Central Park Limited Partnership, in which the Group has a 50% interest, purchased an interest rate cap, which covers the full extent of its bank debt (€150 million) for the 4 year term of the loan, at an interest cap of 2% EURIBOR.

 

The security over the loan includes a mortgage over the Central Park property, security assignment of all rental income of the property, a fixed and floating charge over all of the assets and undertakings of the Central Park Limited Partnership, charge over the Group's interest in the Central Park Limited Partnership and a charge over the Group's shareholding in Central Park GP Co Limited, the General Partner.

 

The carrying value of the Group's share of the Bank of Ireland loan in the Central Park Limited Partnership amounts to €74.4 million as at 31 December 2015. The fair value of the loan at the statement of financial position date is €75.0 million (level 2).

 

Green REIT plc

Notes (continued)

 

11. Other receivables

 

31 December

30 June

 

2015

2015

 

€'000

€'000

Current

 

 

Trade receivable

1,083

1,169

VAT receivable

710

938

Prepayments

484

524

Other receivables

2,381

-

 

 

 

 

Total other receivables

4,658

2,631

 

 

The carrying value of all trade and other receivables approximates to their fair value.

 

12. Share capital and share premium

 

The Company has one class of shares referred to as Ordinary shares. All shares rank equally. The holders of Ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. Other than the issue of 13,895,291 performance fees shares (€1.55 per share) on 28 September 2015 to the Investment Manager there were no changes to the share capital in the period. These shares were issued as full settlement of the agreed performance fee of €20.9 million for the year to 30 June 2015.

 

13. Dividends

 

In accordance with the Irish REIT regime, the Group is required, subject to having sufficient distributable reserves, to distribute to its shareholders (by way of dividend), at least 85% of the Property Income of the Property Rental Business arising in each annual accounting period.

 

On the 3 October 2015 a dividend of €10.67 million was paid in relation to the annual accounting period ended 30 June 2015.

 

 

Green REIT plc

Notes (continued)

 

14. Earnings per share

 

Basic and diluted earnings per share

 

Profit attributable to ordinary shareholders

 

31 December

2015

31 December

2014

 

€'000

€'000

 

 

 

Profit for the period, attributable to the owners of the company

67,099

74,330

EPRA adjustment - deduction in fair value movement of investment properties

(54,590)

(66,479)

EPRA adjustment - add back group share of fair value loss on derivative held in Central Park joint venture

38

90

 

___________

___________

EPRA Profit for period

12,547

7,941

 

 

Weighted average number of ordinary shares

 

2015

2014

 

Number

Number

 

 

 

Shares in issue during six month period

666,969,696

666,969,696

Effect of performance fee shares issued on 28 September 2015

7,137,472

-

 

 

 

 

Weighted average number of ordinary shares - basic

674,107,168

666,969,696

 

 

 

 

Performance shares payable at 31 December 2015 - dilutive effect

-

-

 

 

 

 

Weighted average number of ordinary shares - diluted

674,107,168

666,969,696

 

 

 

 

Basic earnings per share (cents)

10.0

11.1

Diluted earnings per share (cents)

10.0

11.1

EPRA earnings per share (cents)

1.9

1.2

 

 

The dilutive impact of the performance shares payable at 31 December has been arrived at assuming those shares were issued at 31 December.

 

 

 

Green REIT plc

Notes (continued)

 

15. Net asset value per share

 

31 December

30 June

 

2015

2015

 

 

 

Net assets as at period end ('000)

€961,544

€899,317

EPRA Adjustment - remove Group share of derivative held as part of Central Park joint venture ('000)

(€18)

(€56)

 

___________

___________

EPRA net assets ('000)

€961,526

€899,261

 

 

 

 

Ordinary shares in issue

680,864,987

666,969,696

Performance fee shares - dilutive effect

2,704,403

13,895,291

 

___________

___________

Ordinary shares - adjusted for dilutive effect

683,569,390

680,864,987

 

 

 

 

Basic NAV per share (cents)

Diluted NAV per share (cents)

141.2 cents

140.7 cents

134.8 cents

132.1 cents

EPRA NAV per share (cents)

140.7 cents

132.1 cents

 

 

 

The European Public Real Estate Association (EPRA) issued Best Practices Recommendations most recently in August 2011 and additional guidance in January 2014, which gives guidelines for performance measures.

 

The dilutive effect of the Investment Manager performance fee at 31 December 2015 and 30 June 2015 has been included in the number of ordinary shares in issue (diluted). It is based on the number of shares that would be issuable had the performance fee been settled with reference to the NAV on 31 December 2015 and 30 June 2015, based on the closing share price on those dates.

 

 

 

Green REIT plc

Notes (continued)

 

16. Trade and other payables

 

31 December

30 June

 

2015

2015

 

€'000

€'000

 

 

 

Accrued Expenditure

2,735

2,876

Deferred Income

2,082

1,284

Rent and service charges received in advance

2,175

1,907

Service charge payables

756

157

Option liability

9,642

7,890

Other creditors

2,082

340

 

 

 

 

Total trade and other payables

19,472

14,454

 

 

In connection with the purchase of an investment property the Group has granted the vendor an option to acquire a 40% interest in the property. At 31 December 2015, the estimated fair value of the option is primarily based on the current market value of the property and the current exercise price of the option, representing the intrinsic value of the option. The key unobservable inputs used in the fair value of the related investment property, and their sensitivities are outlined in the table below.

 

Key Inputs

Input

December 2015

June 2015

Investment Property

Annual rent per sq ft

33.29

33.29

ERV per sq ft

47.50

45.00

Equivalent yield %

5.89%

6.40%

Long term vacancy rate

0.00%

0.00%

 

 

 

 

 

Investment Property - Option

Value +1%

Equivalent Yield

 

Value -1% Equivalent Yield

€'000

 

€'000

Valuation Sensitivities

(5,630)

 

7,970

 

 

The estimated fair value of the option at 31 December 2015 of €9.6 million (30 June 2015: €7.9 million) has been recorded as an option liability above and the increase in the fair value of the option liability during the period of €1.75 million has been recorded in the net movement on revaluation of investment properties in the consolidated statement of comprehensive income (see note 6).

 

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

 

 

 

Green REIT plc

Notes (continued)

 

17. Borrowings

 

 

31 December

30 June

 

2015

2015

 

€'000

€'000

 

 

 

Revolving credit facility

28,549

19,423

 

 

In the year to 30 June 2015 the Group entered into a revolving credit facility with Barclays for an initial commitment of €150 million at an interest rate of Euriobor + 2.0% (€0.4 million interest expense for the period). This facility includes an option for the Company to increase the commitments to €290 million. The Group has drawndown €29.6 million on the facility up to 31 December 2015.

 

The amount presented in the financial statements is net of arrangement fees and associated costs (€1.1m). The facility is repayable in full four years from December 2014 and is secured by way of a floating charge over the assets of the Company and its subsidiaries, excluding those assets secured to Bank of Ireland under the Central Park financing (see note 9). 

 

18. Related parties

 

(a) Subsidiaries

 

The Company's subsidiaries are detailed in the 2015 Annual Report.

 

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

 

(b) Investment Manager - Green Property REIT Ventures Limited

 

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

 

Investment Manager role and responsibilities

 

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

 

 

 

Green REIT plc

Notes (continued)

 

18. Related parties (continued)

 

(b) Investment Manager - Green Property REIT Ventures Limited (continued)

 

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

 

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

 

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

 

Base fee

 

The base fee is paid to the Investment Manager in cash quarterly in arrears. The base fee in respect of each quarter is calculated by reference to 1% per annum of the EPRA NAV for that quarter.

 

The total base fee earned by the Investment Manager in the period amounted to €4.7 million (excluding VAT). The Company paid Green Property REIT Ventures €2.2 million during the period in relation to the base fee that was outstanding at the 30 June 2015. As at 31 December 2015 the Company owed Green Property REIT Ventures €4.7 million in respect of the base fee.

 

Performance fee

 

The performance fee is designed to incentivise and reward the Investment Manager for generating returns to shareholders.

 

The return to shareholders in an accounting period is the increase in the EPRA NAV plus the total dividends that are declared in the accounting period (adjusted to exclude the effects of any issuance of ordinary shares during that accounting period) ("Shareholder Return"). The performance fee is calculated annually based on 20% of the lesser of out-performance above two key hurdles, as follows (both hurdles have to be achieved for the performance fee to become payable):

 

(a) the excess of Shareholder Return over a 10% annual return hurdle. The annual return hurdle resets annually to 10% of the sum of the previous Accounting Period's closing EPRA NAV; and

 

(b) the excess of the year-end EPRA NAV (which is adjusted to include total dividends declared in the Accounting Period and adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) over the relevant high watermark. The relevant high watermark in each Accounting Period is the closing EPRA NAV (adjusted for total dividends declared during that Accounting Period and adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) achieved in the most recent Accounting Period in which a performance fee was payable or, if greater, the gross proceeds of the Initial Issue plus further cash and non-cash issues of Ordinary Shares (excluding any issues of performance fee shares but including the capital raise), as at the end of the Accounting Period in respect of which the performance fee is calculated.

 

 

 

 

Green REIT plc

Notes (continued)

 

18. Related parties (continued)

 

(b) Investment Manager - Green Property REIT Ventures Limited (continued)

 

The performance fee is calculated annually based on the number of Ordinary Shares in issue at the year-end (but excluding, for that Accounting Period only, any Ordinary Shares issued during that Accounting Period).

 

The performance fee is payable in Ordinary Shares, rounded down to the nearest whole number, at a price per Ordinary Shares equal to the average closing price of the Ordinary Shares over a defined period of 20 working days after the year end as set out in the IMA.

 

The performance fee is accounted for as a share based payment arrangement, as described in the 2015 Annual Report. It is accounted for as a charge against income but as it is settled in shares will have no impact on the net assets of the Group.

 

The interim financial statements include a performance fee charge of €5.8 million being the Board's best estimate of that portion of the performance fee to be recognised as at 31 December 2015. The Board will determine any actual performance fee due for the year to 30 June 2016 in accordance with the provisions of the IMA, on the basis of the audited year end EPRA NAV.

 

Shareholding

 

As at 31 December 2015, Green Property REIT Ventures Limited holds 13,895,291 Ordinary Shares of the Company. These shares were issued during the period to satisfy payment in full of the performance fee earned for the year to 30 June 2015. These shares are subject to certain lock up periods as described in the 2015 Annual Report.

 

(c) Green Property Holdings Limited

 

Green Property Holdings Limited ("GP Holdings") is a related party by virtue of it being a shareholder in Green REIT plc, GP Holdings also shares common directors with Green REIT plc. At 31 December 2015, GP Holdings held 10,000,000 Ordinary shares of the Company.

 

(d) Green Property Management Ltd

 

Green Property Management Ltd ("GPM") is a related party by virtue of common directors with Green REIT plc. GPM operates central payroll services for the Irish directors of Green REIT plc. During the period to 31 December 2015, GPM processed Directors fees of €0.2 million on behalf of the Company. GPM did not charge any fees or apply any commission for this service and this amount remains payable by the Company to GPM as at 31 December 2015.

 

Green REIT plc

Notes (continued)

 

18. Related parties (continued)

 

(e) Directors and key management personnel

 

The key management personnel of the Company are the directors. During the six months to 31 December 2015, the Company incurred directors' fees, including taxes and expenses of €0.2 million. There is no other key management compensation paid by the Company.

 

19. Capital commitments

 

On 14 May 2015, the Group entered into a contract with Albert Quay Property Limited whereby it committed to purchase One Albert Quay, Albert Quay, Cork. Under the terms of this agreement the Group paid €22.2 million on 18 February 2016. Also under the agreement further payments to a maximum of €30.4 million will be paid to the vendor as and when tenants take occupancy of the building. The final payment due to the vendor will be paid on the first anniversary of practical completion of the building which is expected to by February 2017.

 

On 8 June 2015, the Central Park Limited Partnership entered into a development agreement to develop Block H, Central Park, Leopardstown, Co. Dublin. As per note 20 the Group purchased the remaining 50% of The Central Park Limited Partnership in January 2016 and as such the Group's subsidiary Green REIT (Central Park) Limited will now fund 100% of the remaining development costs of approximately €40.0 million.

 

20. Subsequent events

 

On 8 January 2016, the Group completed the purchase of the remaining 50% of The Central Park Limited Partnership that it did not already own from PIMCO Property Fund II for cash consideration of €79.2 million. The Group also assumed PIMCO's €75.0 million share of the Bank of Ireland debt as part of the transaction thereby giving a total consideration payable of €154.2 million.

 

On 3 February 2016, the Group announced that it had appointed JLL to sell the Glas Collection of six properties on its behalf. The properties included in the portfolio are the Arena Centre in Tallaght, Ormond Building in Dublin city centre, Classon House in Dublin 14, Parnell Car Park in Dublin 1 along with Globe Retail Park in Naas, Co. Kildare and Parkway Retail Park in Limerick.

 

On 18 February 2016, the Group made its first payment of €22.2 million in relation to the acquisition of Albert Quay in Cork. Details of the further payments due are covered in Note 19 capital commitments.

 

 

 

21. Board Approval

 

The interim consolidated financial statements were approved by the board on 21 February 2016.

 

 

 

 

 

GLOSSARY OF TERMS - Final draft to be included

 

The following explanations are not intended as technical definitions, but rather are intended to assist the reader in understanding terms used in this report.

 

"AIFMD"

Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.

 

"AIFM"

an alternative investment fund manager within the meaning of AIFMD.

 

"Average Passing Rent"

passing rent divided by occupied net internal area

 

"economic cycle"

the upward and downward movements of levels of gross domestic product and refers to the period of expansions and contractions in the level of economic activities around a long-term trend

 

"equivalent yield"

The internal rate of return from an investment property reflecting reversions to current market rent and such items as voids and non-recoverable expenditure but ignoring future changes in capital value.

 

"EPRA"

European Public Real Estate Association.

 

"Earnings per share (EPS)"

Profit after taxation attributable to owners of the Parent divided by the weighted average number of ordinary shares in issue during the period.

 

"ERV"

Estimated rental value (ERV) is the open market rent that a property can be reasonably expected to attain given its characteristics, condition, location and local market conditions.

 

"FRI Lease"

Full Repair and Insurance Lease

 

"GDP" or "Gross Domestic Product"

the market value of all officially recognised final goods and services produced within a country in a given period of time

 

"gearing"

calculated as the borrowings secured on an individual asset as a percentage of the market value of that asset, or the aggregate borrowings of a company as a percentage of the market value of the total assets of the company (also referred to as loan to value or LTV ratio). In an investment strategy context, gearing refers to the use of various financial instruments or borrowed capital to increase the potential return of an investment

 

"GNP" or "Gross National Profit"

is the sum of GDP and Net Factor Income from the rest of the world

 

"good quality secondary assets"

a real estate asset that would be considered secondary to a prime asset due to, amongst other things, its location or quality of construction. An example of a good quality secondary real estate asset would be a retail unit close to but not located on a high street

 

"IMA"

the Investment Manager Agreement entered into by the Company and the Investment Manager (Green Property REIT Ventures Limited) on 12 July 2013

 

"industrial and logistics"

an industrial type real estate asset which may, for example, be used for manufacturing and distribution operations.

 

"investment income yield"

The current annualised rent produced by investment properties, net of costs, expressed as a percentage of capital value, after allowing for notional purchaser's costs.

 

"investment running yield"

The annualised contracted rent produced by investment properties expressed as a percentage of capital value, after allowing for notional purchaser's costs.

 

"Irish REIT Regime"

Part 25A Taxes Consolidation Act 1997 (as inserted by section 41 of the Finance Act 2013)

 

"JV"

Joint venture arrangement.

 

"LTV"

Loan to Value, calculated as the borrowings secured on an individual asset as a percentage of the market value of that asset.

 

"m2"

square meters

 

"mixed use"

a building or complex of buildings that blends a combination of residential, commercial, cultural, institutional, or industrial uses, where those functions are physically and functionally integrated

 

"multi-family"

a classification of housing where multiple separate housing units for residential inhabitants are contained within one building or several buildings within one complex

 

''Net Asset Value'' or ''NAV''

The measure shown in a company's balance sheet of all assets less all liabilities, and is equal to the equity attributable to shareholders in any company or group.

 

The net asset value of the Company will be measured consistently with IFRS as adopted in the EU, and in particular will include the Company's property assets at their most recent independently assessed market values and also the Company's debt and hedging instruments at their most recent independent valuations.

 

"Net Internal Area"

 the usable area within a building measured to the internal face of the perimeter walls at each floor level

 

 "occupier market"

the office, industrial and retail market

 

"Over-rented"

Space where the passing rent is above the ERV

 

"passing rent"

the annualised cash rental income being received as at a certain date, excluding the net effects of straight-lining for lease incentives;

 

"prime assets"

a highly regarded real estate asset due to, amongst other things, its location or quality of construction. An example of prime real estate asset would be a modern office building in the central business district of a major city

 

"sq. ft"

square feet

 

"sq m"

square metres

 

"Total Return"

the movement in EPRA net asset value between the beginning of the year plus the dividend paid during the year, expressed as a percentage of the EPRA net asset value at the beginning of the financial year.

 

"yield"

A measure of return on an asset calculated as the income arising on an asset expressed as a percentage of the total cost of the asset, including costs

 

"WAULT"

the weighted average period of unexpired lease term or if earlier period to the next lease break.

 

 

Forward Looking Statements

 

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

 

 

Cover info

 

Green REIT plc

Copyright and trade mark notices

All rights reserved.

©Copyright 2015 Green REIT plc

 

Styne House

Hatch Street Upper

Dublin 2

Ireland

 

T: +353 1 241 8400

F: +353 1 241 8484

E: info@greenreitplc.com

W: www.greenreitplc.com

 

 
This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR EAXANFASKEFF
Date   Source Headline
14th Nov 20196:12 pmRNSScheme is Effective and Completion of Acquisition
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8th Nov 201910:47 amRNSGreen REIT plc 38.5a

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