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PRELIMINARY RESULTS FOR THE YEAR TO 30 JUNE 2015

7 Sep 2015 07:00

RNS Number : 2001Y
Green REIT PLC
07 September 2015
 

 

 

PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2015

 

€1.35 NAV PER SHARE; €157 MILLION ANNUAL PROFIT

FOCUS ON ASSET MANAGEMENT AND DEVELOPMENT OPPORTUNITIES

 

Dublin, 7 September, 2015 - Green REIT Plc, ("Green REIT" or the "Company"), the Irish property investment company, today announces its results for the year ended 30 June 2015.

 

Having assembled a portfolio of quality commercial real estate in Ireland, predominantly in Dublin, at early points in the Irish economic recovery, the Company has moved from portfolio assembly to focussing on asset management and development opportunities within the portfolio.

 

With a total return of 24.4 per cent in the year to 30 June 2015, the focus is firmly on driving further risk adjusted shareholder returns with a prudent gearing level and a moderate level of development exposure. 

 

 

30 June 2015

30 June 2014

Change

Basic NAV Per Share

134.8 cents

109.1 cents

+23.6%

EPRA NAV per Share (Diluted)

132.1 cents

109.1 cents

+21.1%

NAV

€899.3m

€727.8m

+23.6%

Total Return

24.4%

N/A

N/A

Profit for the Period

€156.7m

€43.1m

+264%

Basic EPS

23.5 cents

12.4 cents

+89.5%

EPRA EPS (Diluted, on Rental Profit only)

1.6 cents

2.1 cents

-23.8%

Total Gearing (on total assets and including JV property and debt)

9.5%

9.2%

+3.3%

 

FINANCIAL HIGHLIGHTS

 

§ Strong performance across all metrics

§ Profit for the year of €157 million (30 June 2014: profit of €43 million)

§ Basic EPS of 23.5 cents (30 June 2014: basic EPS of 12.4 cent)

§ Basic NAV of €1.35 per share up 23.6 per cent year on year (30 June 2014 NAV per share of €1.09)

§ Diluted EPS of 23.4 cent and EPRA NAV of €1.32 per share

§ Total return 24.4 per cent in the period

 

STRATEGIC & OPERATIONAL HIGHLIGHTS

 

§ Contracted annual rent of €55.7 million from 24 properties

§ Successful period of asset management, with €3 million of new annual income secured in the period, bringing Central Park to full occupancy and reducing vacancy (by ERV) to 2% at 30 June 2015, from 8% at 30 June 2014

§ Development initiatives progressing well - construction underway at three of our five sites, with the other two sites going through the planning process.

 

§ 9.7% property valuation increase on December 2014, or 24.2% on June 2014 for assets held throughout the period

§ New debt facility put in place of €150 million, which can step up to €290 million at the Company's request

§ EPRA Index inclusion in March 2015, having successfully satisfied the required eligibility criteria during the Index's March 2015 Quarterly Review

§ First dividend paid in March 2015 in respect of the period to 30 June 2014

§ Dividend of 1.6 cents per share or €10.5 million in total, to be paid in Q4 2015 in respect of the year to 30 June 2015

§ Performance Fee of €20.9 million to be settled by issuing 13.9 million ordinary shares to the Investment Manager, in line with total return threshold being exceeded in the year to 30 June 2015

 

Gary Kennedy, Chairman of Green REIT plc, commented: "This is a strong set of results for the Company's second year of operation. Our strategy of investing shareholders' equity early in the Irish recovery cycle to assemble a portfolio of high quality properties is working well, and we look forward to exploiting the opportunities within the portfolio to add further value."

 

Pat Gunne, Chief Executive of Green Property REIT Ventures Limited, added: "We are now moving from the portfolio assembly stage to the active management and development phase, which is exciting given the quality of assets we now have in our portfolio. The Irish commercial property cycle has advanced significantly since our IPO in July 2013, as witnessed by our full year results. Maintaining leverage ratios at below industry average and closely monitoring the Dublin development cycle, as we aim for early participation, are central to our strategy of delivering attractive risk adjusted returns."

 

 

The Portfolio at 30 June 2015:

 

§ Portfolio now comprises 24 assets, with a Dublin focus (95% by portfolio value)

§ One Albert Quay office block in Cork contracted at 30 June 2015, with completion due in Q1 2016

§ High concentration in Dublin offices (75% by portfolio value)

§ Investment income yield of 5.4% on 30 June 2015 valuations (6.7% at 30 June 2014 on 30 June 2014 valuations)

§ Total passing rents of €52.4 million per annum (30 June 2014: €28.5 million per annum), increasing to €55.7 million on expiry of rent frees

§ Total floor area of 2.24 million square feet (208,600 square metres) (30 June 2014: 1.55 million square feet (144,324 square metres))

§ 98% portfolio occupancy rate by ERV (30 June 2014: 92%)

§ Leases signed since 30 June 2015 have further reduced vacancy to 1%, with Westend Shopping Park and Parkway Retail Park now also fully let

§ Yields:

 

 

On 30 June 2015 Values¹

On Actual Cost²

Portfolio Income Yield

5.2%

6.8%

Investment Income Yield

5.4%

7.2%

¹ Calculated as passing rent at 30 June 2015 over the June 2015 valuation plus notional purchaser's costs

² Calculated as passing rent at acquisition over the actual purchase price plus the actual purchaser's costs

§ Portfolio weighted average unexpired lease term of 5 years (to earlier of lease break and expiry, excluding residential element) (30 June 2014: 6 years)

§ Property value by sector: 75% offices, 20% retail, 2% development land, 1% industrial and 2% other

 

Acquisitions in the Period:

 

I. Sapphire Portfolio (October 2014):

 

§ Contract Price of €375 million, largest single acquisition to date

§ Portfolio comprises 6 properties including iconic office buildings at Georges Quay and George's Court, Dublin 2 and retail and other commercial space in Westend Retail Park, Blanchardstown, Dublin 15.

§ Main office tenants include Pioneer Investments, Invesco, Northern Trust, GAM Fund Management and RBC Dexia

§ Main retail tenants include Next, Heatons, New Look, Lidl, Gap, Nike and Toys R Us

§ Westend Retail Park is one of only 3 retail parks in Ireland with open use consent

§ Total net lettable area of 649,000 square feet

§ Passing rent of €22.9 million per annum at 30 June 2015, with contracted annual rent of €23.7 million

§ 17.5% valuation uplift from acquisition on October 2014 to 30 June 2015

 

II. 13-17 Dawson Street, Dublin 2 (October 2014):

§ One of Dublin's most prime CBD redevelopment opportunities

§ Contract price of €23 million

§ Local authority planning consent obtained to demolish and rebuild, potentially doubling the lettable floor area. Outcome of An Bord Pleanála (planning board) review awaited

§ Vacant possession obtainable in Q4 2015

§ Delivery of new building expected by Q3 2017, subject to planning

 

Contracts exchanged at 30 June 2015 - One Albert Quay, Cork

 

§ Single office block, under construction, with practical completion and initial payment expected in Q1 2016.

§ Lettable area of 166,000 square feet (15,400 square metres) over 7 floors, subject to final measurement.

§ Pre-letting agreements recently signed with Tyco and PwC totalling 89,000 square feet (8,300 square metres). The total annual rent from these two pre-lettings is €2.1 million per annum.

§ Estimated total rent per annum from the building of €3.6 to €4.1 million, subject to achieving full occupancy.

§ Maximum total cost of €53.6 million, dependent on letting position at the final payment date.

§ Capitalisation yield of 6.75 per cent on let areas and 7.00 per cent on unlet areas

§ Acquisition to be funded through the Company's revolving credit facility with Barclays Bank Ireland plc

 

 

Contacts

 

Green Property REIT Ventures (Investment Manager to the Company)

Niall O'Buachalla, COO

+353 (0) 1 2418400

 

FTI Consulting (IR and PR to the Company)

 

Dublin London

+353 (0) 1 6633686 +44 (0) 20 3727 1000

Mark Kenny Giles Barrie

Jonathan Neilan Claire Turvey

Melanie Farrell

 

greenreit@fticonsulting.com 

 

About Green REIT plc

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

 

 

Note on forward-looking information

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

 

 

Chairman's Report

 

Building on Strong Foundations

 

The Company performed strongly in the year to 30 June 2015, its second year, as evidenced by our results. During the year our portfolio value increased by 140 per cent through a combination of acquisitions, which accounted for 116 per cent, and from valuation uplifts on existing properties, which accounted for 24 per cent of the portfolio value increase. We completed our largest single acquisition, the Sapphire Portfolio for €375 million, which comprises six properties including office buildings at Georges Quay and George's Court, Dublin 2 and Westend Retail Park in Dublin 15. Our development programme is well underway, with construction ongoing at Central Park, Molesworth Street and Horizon Logistics Park.

 

The successful execution of our investment strategy is driving shareholder value, and the portfolio contains many further value-adding opportunities to be exploited in the coming years. The macroeconomic backdrop in Ireland remains favourable and is expected to continue to do so in the medium term. Ireland was the fastest growing economy in the EU in 2014, with 4.8% GDP growth, and the expectation is that 2015 and 2016 will see continued growth. The expectation is that there will be sustained levels of FDI, particularly from the US, while there is still a significant amount of capital pursuing commercial and residential real estate opportunities.

 

We are now in the delivery phase of our strategy, with a focus on enhancing shareholder value through the exploitation of the asset management initiatives and development opportunities within the portfolio.

 

Financial Results and Position

 

Basic Net Asset Value ('NAV') per share increased year on year by 23.6 per cent to 135 cent at 30 June 2015. The profit for the year was €157 million, an increase of €114 million over the period to 30 June 2014, with Basic Earnings per Share ('EPS') of 23.5 cent (30 June 2014: 12.4 cent).

 

The Company has a strong balance sheet. During the year we entered into a low cost revolving credit facility with Barclays Bank Ireland for an initial commitment of €150 million. This facility includes the option for the Company to increase the commitment to €290 million. At 30 June 2015 the balance on this facility was €20.7 million. This facility is available to fund the acquisition of One Albert Quay and our development and capital expenditure programme. It will also be used to fund any further acquisitions that the Company may complete.

 

Summary Financial Information at 30 June 2015

 

 

30 June 2015

30 June 2014

Change in the Year

NAV

€899.3m

€727.8m

€171.5m

EPRA NAV

€899.3m

€727.8m

€171.5m

Basic NAV Per Share

134.8 cents

109.1 cents

25.7 cents

EPRA NAV per Share

132.1 cents

109.1 cents

23.0 cents

Total Return

24.4%

N/A

N/A

Net Profit

€156.7m

€43.1m

€113.6m

Basic EPS

23.5 cents

12.4 cents

11.1 cents

EPRA EPS (Diluted, on Rental Profit only)

1.6 cents

2.1 cents

(0.5) cents

Total Gearing (on total assets and including JV property and debt)

9.5%

9.2%

0.3%

 

The Company's properties, including its interest in joint venture properties, are valued at €968.3 million at 30 June 2015 (30 June 2014: €402.9 million), reflecting an uplift on 31 December 2014 values of 9.7 per cent or 24.2 per cent on those properties held throughout the financial year. One-off acquisition costs of €9.4 million were incurred in the year to 30 June 2015, with a further €1.6 million expected to be incurred in the acquisition of One Albert Quay in Cork, which was under contract but not completed as at 30 June 2015.

 

The Company's net asset value ('NAV') at 30 June 2015 was €899.3 million (134.8 cents per share), which compares to €727.8 million (109.1 cents per share) at 30 June 2014, with an uplift in the period of 23.6 per cent. Total return for the period was 24.4 per cent. On a diluted basis the NAV per share is 132.1 cents.

 

The Company's total annual contracted rent (including its share of JV rents) at 30 June 2015 was €55.7 million (30 June 2014: €29.3 million), which will increase to in the order of €57.8 million with the completion in Q1 2016 of the One Albert Quay acquisition, on the basis of the two pre-leases signed with Tyco and PwC for 54 per cent of the lettable area in the completed building.

 

Dividends

 

The Board expects to declare a dividend of 1.6 cent per share, or a total dividend of €10.5 million, to be paid in the fourth quarter of 2015. All of this dividend will be paid as a Property Income Distribution, as defined in Irish REIT legislation.

EPRA

 

The Company was notified in March 2015 by EPRA, the European Public Real Estate Association, that it would be added to the FTSE EPRA/NAREIT Developed Europe Index as of March 23 2015, having successfully satisfied the required eligibility criteria during the Index's March 2015 Quarterly Review.This index is the leading benchmark of the listed real estate sector globally and the Company's inclusion has heightened its profile among the international investment community while broadening the potential investor base for the Company's shares.

 

The Investment Manager

 

The Board has continued to work well with the Investment Manager and looks forward to continuing to work closely with the team as the Company delivers on its asset management and development initiatives across the portfolio. The quality of the tenants secured by the Investment Manager in the period and the progress made with the Company's development projects, is testament to the skills and experience of the management team.

 

The Board has approved the payment of a Performance Fee of €20.9 million (2.3% of basic NAV) to the Investment Manager, in line with the formula set out in the Investment Manager Agreement entered into in July 2013 and in line with the total return threshold therein being exceeded in the year to 30 June 2015. The Performance Fee will be settled by the issuance of 13,895,291 new ordinary shares to the Investment Manager by the Company. These shares will be subject to the lock-in provisions set out in the Investment Manager Agreement.

 

Outlook

 

The Company has a substantial portfolio of commercial real estate assets with a focus on Dublin, in line with our investment strategy. The deployment of shareholder equity at early stages in the Irish macroeconomic recovery is yielding strong capital growth and shareholder returns. Having moved from a portfolio building phase to a delivery phase, the Board is confident that the Company will continue to deliver shareholder returns in line with the Company's investment strategy through the execution of the asset management and development initiatives within the portfolio.

 

The Board recognises that there are external risks which may impact on the Company's performance, such as economic and political uncertainty in Ireland and internationally, and that the property market is cyclical. We, alongside the Investment Manager, are vigilant in our risk management focus and on delivering shareholder returns, particularly against the backdrop of international equity market volatility and geopolitical uncertainty. We remain confident however that through the Investment Manager we will continue to deliver on the Company's asset management and development strategy against a favourable backdrop of a strong commercial property market, particularly in Dublin, being driven by strong Irish macroeconomic fundamentals.

 

 

Gary Kennedy

Chairman

7 September 2015

 

 

Investment Manager's Review

 

Moving from Acquisition to Asset Management Phase

 

1. ACQUISITIONS & PORTFOLIO SUMMARY

 

Assembly of a strong portfolio

 

The year to 30 June 2015 has been another busy one for Green Property REIT Ventures Limited, as Investment Manager of the Company. We completed the acquisition of the Sapphire Portfolio and 13-17 Dawson Street (Dublin 2) and contracted on One Albert Quay in Cork during the year. Having invested or committed all €710 million of shareholder equity by August 2014, our focus shifted during the early part of the financial year from one of property acquisition and portfolio assembly to enhancing value through asset management and property development initiatives.

 

Any further acquisitions will be done opportunistically and selectively, where we believe that the acquisition has good growth prospects. These opportunities have become more difficult to source.

 

As at 30 June 2015 the summary portfolio position was as follows:

 

§ 24 properties valued at €968.3 million at that date, 9.7% above valuations at 31 December 2014, or 24.2% above valuations at 30 June 2014 for properties held at both dates.

§ Total passing rents of €52.4 million per annum (30 June 2014: €28.5 million) (+84% year on year)

§ Total contracted rent of €55.7 million per annum (30 June 2014: €29.3 million) (+90% year on year)

§ Total floor area of 2.24 million square feet (208,600 square metres)

§ 98% portfolio occupancy rate by ERV at 30 June 2015. Lettings completed since year end have further increased occupancy by ERV to 99%.

§ Portfolio weighted average unexpired lease term of 5 years, to earlier of lease break and expiry, excluding the residential units in Arena Centre.

§ Yields:

 

 

On 30 June 2015 Values (1)

At 30 June 2014 (2)

On Actual Cost (3)

Portfolio Income Yield

5.2%

6.7%

6.8%

Investment Income Yield

5.4%

7.0%

7.2%

(1) Calculated as passing rent at 30 June 2015 over the June 2015 valuation plus notional purchaser's costs.

(2) Calculated as passing rent at 30 June 2014 over the June 2014 valuation plus notional purchaser's costs.

(3) Calculated as passing rent at acquisition over the actual purchase price plus the actual purchaser's costs.

 

§ Value by geography: 95% located in Dublin, of which 53% is in Dublin City Centre.

§ Property value by sector: 75% offices, 20% retail, 2% development land, 1% industrial and 2% other

§ Top 10 tenants account for €26.6 million/48% of total contracted rent (30 June 2014: €19.7 million/67%)

§ One Albert Quay in Cork contracted, completion expected in Q1 2016. Following this acquisition our concentration in Dublin will reduce from 95% to 90%, while our concentration in offices will increase from 75% to 77%.

Activity since 30 June 2015

§ In Westend Shopping Park, Toys R Us have taken a 15-year lease (break option in year 6) paying €325,000 per annum. This letting, along with the recent lettings to Fortress Credit Corp Limited and to Baby Elegance, take Westend to 100% occupancy. Baby Elegance will be replacing The Suit Co when their lease expires in September 2015 on a 20-year term (break option in year 10) paying €181,350 per annum

§ In Parkway Retail Park, Toys R Us have taken a 15-year lease (with a break option in year 5), paying €200,000 per annum. This brings Parkway Retail Park to full occupancy

 

2. VALUATION ANALYSIS

 

 

June 2014 Valuation

Valuation Movement

December 2014 Valuation

Valuation Movement

June 2015 Valuation

Annual Valuation Movement

 

€MM

 

€MM

 

€MM

 

PROPERTIES HELD THROUGHOUT THE YEAR

 

 

 

 

 

 

Offices

 

 

 

 

 

 

Dublin City Centre

146.6

9.4%

160.4

12.7%

180.7

23.3%

Dublin Suburbs (including 50% interest in Central Park)

135.9

18.0%

160.3

10.2%

176.7

30.0%

Total Offices

282.5

13.5%

320.7

11.5%

357.4

26.5%

Mixed Use (Arena Centre, Dublin 24)

48.5

12.3%

54.5

11.7%

60.9

25.5%

Industrial

19.9

0.7%

20.0

2.2%

20.5

3.0%

Retail

43.0

13.8%

49.0

6.4%

52.1

21.1%

Other

9.0

2.8%

9.3

5.2%

9.7

8.2%

Total - Properties held throughout the year

402.9

12.6%

453.5

10.4%

500.6

24.2%

 

 

 

 

 

 

 

ACQUITIONS IN THE PERIOD:

Cost

 

 

 

 

 

Dublin City Centre Offices

305.5

0.4%

306.7

11.8%

342.9

12.2%

Retail

92.5

32.1%

122.2

2.1%

124.8

34.9%

Total - Acquisitions in the period

398.0

7.8%

428.9

9.0%

467.7

17.5%

 

 

 

 

 

 

 

OVERALL TOTAL

 

 

882.4

9.7%

968.3

 

 

 

Note:

€MM

30 June 2015

30 June 2014

Total Portfolio Valuation

968.3

402.9

Less: 50% interest in Central Park property

(151.0)

(116.9)

Per Statement of Financial Position

817.3

286.0

 

 

3. ASSET MANAGEMENT

 

The year to 30 June 2015 was a successful one on the asset management front, as demonstrated by the following:

 

§ Additional Rents - new lettings of 168,533 square feet (15,700 sq m) were secured, adding €3 million of contracted annual rental income

§ Vacancy - the vacancy rate by ERV across the portfolio is now at 2%, down from 8% at 30 June 2014. Including lettings completed since 30 June 2015 the vacancy rate is 1%.

§ Full occupancy achieved at Westend (Dublin 15) and Parkway Retail Park (Limerick) from lettings completed since 30 June 2015

§ Full occupancy at Central Park - three new tenants were secured for the 85,000 square feet of space that was vacant at 1 July 2014, bringing Central Park to full occupancy and adding €2.2 million of annual contracted rent, of which the Company's 50 per cent share is €1.1 million.

 

4. DEVELOPMENT

 

Our development programme is well underway. We are currently on site building Block H in Central Park, 32 Molesworth Street and two new industrial units at Horizon Logistics Park. We are awaiting planning decisions on 13-17 Dawson Street and 4-5 Harcourt Road. The fact that we are on site at three locations and have made positive progress on all of our development projects is testament to the strength and depth of our development team. It also serves to highlight the advantage of having well located sites and available finance in terms of delivering new buildings into the earlier stages of the development cycle.

 

Our intention is to commence on site as early as possible on our remaining Dublin city centre office schemes, with a view to delivering these new buildings by the end of 2017/early 2018. Both Horizon Logistics Park and Central Park have further lands for future development, which the Investment Manager monitors against the backdrop of the market in which we operate, in deciding when to develop these lands.

 

 

 

 

 

Development Projects

 

 

 

 

 

Office

 

Industrial

 

 

 

 

13-17

Dawson Street

Dublin 2

4 & 5

Harcourt Road

Dublin 2

32 & Rear of

Molesworth Street

Dublin 2

Block H,

Central Park

Dublin 18

 

Unit 1,

Horizon Logistics Park

Dublin Airport

 

 

Sub Total - Office

Planning

Planning

Under Construction

Under Construction

 

Under Construction

Area

Existing NIA

(sq. ft.)

86,800

 

42,400

 

32,400

 

12,000

 

0

 

 

0

 

New GIA

(sq. ft.)

379,292

 

120,000

 

69,000

 

43,292

 

147,0006

(100%)

 

 

44,0007

 

Lettable Area

(sq. ft.)/ Net Ratio

313,374

83%

88,000

73%

50,000

72%

28,374

66%

147,0006

(100%)

100%

 

44,0007

100%

Cost

Site Cost

€46m

€192 psf5

€24m

€273 psf5

€16m

€320 psf5

€4m

€141 psf5

€2m

€27 psf5

 

€0.3m

€6.8 psf5

All in Build Cost²

€93m

€388 psf5

€35m

€398 psf5

€22m

€440 psf5

€12m

€423 psf5

€24m

€327 psf5

 

€3.9m

€89 psf5

Rent

Rent Estimate³

€10.5m

€40 psf5

(ex cars)

€4.5m

€50 psf5

(€3,500 pcs)

€2.5m

€48.5 psf5

(€3,500 pcs)

€1.3m

€44 psf5

(€3,500 pcs)

€2.15m

€25 psf5

(€2,000 pcs)

 

€0.35m

€8.0 psf5

Void

12 - 18 months

12 Months

12 Months

12 Months

18 Months

 

12 Months

Income Producing

2018/19

2018/19

2018/19

2018/19

2018

 

2017/18

Return

Net Development Value (NDV)4

€180.5m

€752 psf5

€81m

€920 psf5

€45m

€900 psf5

€23m

€811 psf5

€31.5m

€429 psf5

 

€4.5m

€102 psf5

Yield on Cost

7.7%

 

7.6%

 

6.6%

 

8.1%

 

8.3%

 

 

8.3%

 

Yield on Value

5.4%

 

5%

 

5%

 

5%

 

6%

 

 

7%

 

 

Value v. Cost

+30%

+37%

 

+18%

 

+44%

 

+21%

 

 

+7%

 

(1) Contingent on obtaining the necessary planning and board approvals. Financial appraisals subject to change. Central Park financial analysis accounts for 50% of Green REIT's interest

(2) Estimated build cost plus development levies and fees. Excludes financing and tenant incentives

(3) Estimated rent on completion with 50% apportioned from Central Park

(4) Net present value to allow for void on NDV with 50% apportioned from Central Park

(5) On lettable area

(6) Figure represents total floor area of Block H, in which Green REIT has a 50% interest

(7) Figures & appraisal represent one unit (44,000 sq. ft.) which is constructed to hold. Unit 2 (22,000 sq. ft.) is constructed for forward sale

                

 

5. FINANCIAL REVIEW

 

 

2015

2014

NAV per Share (cents)

134.8

109.1

Earnings per Share

23.5

12.4

EPRA Earnings per Share (cents)

1.6

2.1

Total Gearing

9.5%

9.2%

Property Loan to Value

9.9%

18.6%

Interest Cover

19.6 times

7.4 times

Cash and undrawn facilities

€166.9m

€369.7m

Weighted average interest rate

2.8%

3.2%

Weighted average debt maturity

3.1 years

4 years

 

NAV Growth

 

NAV increased from €727.8m to €899.3m, or from 109.1 cent per share to 134.8 cent per share (both basic), an increase of 23.6% year on year. The main drivers of the growth in basic NAV per share are analysed as follows, in cents per share:

 

 

Cents per share

Net Assets per Share at 30.06.14

109.1

Investment Properties Revaluation

17.1

JV Property Revaluation

4.9

Net Rental Profit

1.6

Performance Fee Reserve

3.1

Dividends Paid

-0.9

Net Assets per Share at 30.06.2015

134.8

 

Basic Earnings per Share

 

Basic EPS of 23.5 cent per share for the year to 30 June 2015 is broken down as follows, in cents per share:

 

 

Cents per Share

Fair Value Movement - 100% owned properties

17.1

Fair Value Movement - JV Property

4.8

Gross Rent (100% owned properties)

5.9

Share of JV Profit

0.8

IM Base Fee

-1.2

IM Performance Fee

-3.1

Operating & Finance Costs

-0.8

Basic Earnings per Share

23.5

 

 

Gearing

 

The intention remains that gearing, represented by the Company's aggregate borrowings as a percentage of the market value of the Group's total assets, will not exceed 35 per cent. Our current gearing is 9.5 per cent at 30 June 2015, or 9.9 per cent on property value only, and on the assumption that One Albert Quay and the current development pipeline are financed using debt, we expect the Company's gearing level to reach 25 to 35 per cent of the Group's total assets.

Available financing

 

The Company entered into a revolving credit facility with Barclays Bank Ireland plc in December which has a limit of €150 million. As at 30 June 2015 the Company had drawn €20.7 million of the facility, leaving a further €129.3 million of debt financing available to draw. The Company also has the option to increase the limit on this facility to €290 million, which if taken up would increase the available financing from this facility to €269.3 million.

 

The Barclays facility is a flexible facility which can be drawn to fund its financing needs, and the intention is to use the facility to fund the development pipeline, where the estimated capital requirement is in the order of €93 million, and to fund the acquisition of One Albert Quay in Cork, where the estimated maximum cost is €53.6 million. To the extent that any further property acquisitions are completed this facility would be used to finance them.

 

Joint Ventures

 

The Company entered into a joint venture with PIMCO in February 2014 for the acquisition of Central Park, in which the Company has a 50 per cent interest. The Company has no other joint venture interests and we do not presently envisage entering into any further joint venture arrangements.

 

EPRA Performance Measures

Measure

 

Definition of Measure

Jun-15

Jun-14

EPRA earnings

€'000

Recurring earnings from core operational activities

10,464

7,202

EPRA earnings per share

Cents

EPRA earnings divided by the weighted average basic number of shares

1.57

2.07

Diluted EPRA earnings per share

Cents

EPRA earnings divided by the diluted weighted average number of shares

1.54

2.07

 

 

 

 

 

EPRA Net Asset Value

€'000

Net assets adjusted to exclude the fair value of financial instruments

899,261

727,767

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

132.1

109.1

EPRA Triple Net Asset Value

€'000

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

899,317

727,767

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

132.1

109.1

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.

5.0%

6.6%

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.)

5.3%

6.8%

EPRA Vacancy Rate

%

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

2%

8%

EPRA Cost Ratio

%

Administrative and operating costs divided by gross rental income

8.6%

13.7%

 

6. INVESTOR RELATIONS

 

We recognise the importance of communication with shareholders. Our investor relations programme is designed with a view to ensuring that we communicate regularly with the Company's major shareholders and with potential investors. We also seek to maintain a dialogue with analysts and the sales teams within our broker firms and other brokers. Communication is carried out through various means, including one-to-one meetings and calls, roadshow meetings following results, attending investor conferences and site tours to show investors our properties. The senior management team of the Investment Manager represent the Company in meetings with investors and analysts, and the main geographies covered are the UK, the US and Europe.

 

During the year to 30 June 2015 there were 163 meetings with existing and potential shareholders, broken down geographically and by meeting type as follows:

 

 

Location

Number of Meetings

Europe

37

Ireland

7

Rest of World

3

UK

60

US

56

 

TOTAL: 163

 

 

 

Meeting Type

Number of Meetings

Site Tour

1

1:1 Meeting

135

Conference Call

5

Group Meeting

22

 

TOTAL: 163

 

 

The Company's AGM also provides an opportunity for shareholders to meet with and to put questions to the Chairman, the Directors, the Committee Chairmen and representatives of the Investment Manager. Other ways in which we communicate with shareholders are through Interim Management Statements, our semi-annual and annual results and announcements of our larger transactions, be they acquisitions, developments or leasing related transactions. All of these documents and all of the Company's announcements can be found on the Company's website www.greenreitplc.com.

 

 

7. THE MARKET

 

Irish economic recovery began in early 2013, following an unprecedented period of deep recession from 2008 to 2012. This recovery is continuing, with Ireland's GDP growth of 4.8 per cent in 2014 the highest in the EU, and with an expectation of in excess of 5 per cent GDP growth for 2015 by some commentators, which again would be the highest in the EU for the fourth year running. The economic fundamentals continue to strengthen, with Ireland expected to have the highest rate of employment growth in the OECD in 2015 (3 per cent in the year to 30 June 2015), and with the unemployment rate standing at 9.5 per cent in July 2015, having dropped from a peak of 15.2 per cent in early 2012 and from 11.2 per cent at 30 June 2014. With regard to wage inflation, private sector wages increased by 2.3 per cent in the year to June 2015. Consumer sentiment has improved, there is growth in retail sales and there are positive prospects for continued growth in FDI. The Irish budget deficit is expected to narrow to 2.3 per cent by the end of 2015, from 4.1 per cent for 2014. The country's debt to GDP ratio, while still high, decreased from 124.2 per cent at the end of 2013 to 114.8 per cent at December 2014. The interest rate backdrop in the Eurozone remains favourable and the ECB's programme of quantitative easing is expected to continue through to late 2016.

 

The impact of this economic recovery on the property sector in Ireland continues to be particularly evident in Dublin and in the Dublin office occupier market, where vacancy rates for Dublin 2 and Dublin 4 offices are at record low levels of c.1.6 per cent and where there is little new supply of quality office space in Dublin city centre expected until 2017, when pre-let offices under construction are taken into account. With supply continuing to be well below trend and demand remaining resilient to date, we expect further more modest growth in Dublin office rents throughout the remainder of 2015 and for 2016 and 2017. Thereafter increased supply should support a more balanced market, assuming we do not have a dramatic reduction in demand which would lead to a steep correction as witnessed in previous cycles.

 

With regard to the retail occupier market, retail sales volumes in Ireland were up 7.4 per cent for the year to the end of May 2015, and Goodbody estimate that consumer spending will increase by 2.6 per cent over 2015. The ESRI's Consumer Sentiment Index, Index of Consumer Expectations and the Index of Current Conditions all recorded their highest levels this year in June 2015 and all three indices are now at the highest level recorded since the first quarter of 2006.

 

The Consumer Sentiment Index rose to 102.8 in June from 98.5 in May. The three month moving average was also up in June 2015. The two main sub-indices: an index of consumer expectation that focuses on how consumers view prospects over the next 12 months and an index of current economic conditions, focusing on consumers' views of the present situation also rose to 95.4 and 113.9 respectively. The three month moving average for both indices is also up in June.

 

 

This upturn has not yet translated into rental growth but with a shortage of good quality, well located retail units, growth should emerge in the short term. On a cautious note, however, the recent examinership petitions by Best Menswear and by Mothercare Ireland were somewhat surprising in the context of these improvements in consumer sentiment and spending.

 

With regard to the investment market, as expected NAMA and other lenders have continued to deleverage at pace in 2015 and competition for these assets remains healthy. With regard to buyer profile, this is evolving in that the largely US private equity investors who deployed their capital at early points in the recovery cycle have been selling, with these properties being bought by longer term capital from the US, Europe and domestic investors.

 

8. ONE ALBERT QUAY, CORK

 

We look forward to completing the acquisition of this building in the heart of Cork city centre, on its completion in the first quarter of 2016. Construction is progressing well and is on programme, and with over half of the building already pre-let to Tyco and PwC, the leasing programme for the remainder of the building is also progressing well. This property will add circa €4.1 million to the Company's annual passing rent when fully let and will further enhance shareholder returns.

 

9. PRIORITIES FOR THE YEAR AHEAD

 

Having commenced our acquisition programme in the fourth quarter of 2013, the Company now has a substantial portfolio of 24 properties valued at €968 million at 30 June 2015, and with One Albert Quay in Cork contracted at 30 June 2015. We feel that the portfolio, being predominantly in Dublin and focussed towards the office sector, with a controlled level of development, is well placed to capture future growth to deliver further shareholder value. Our focus and priority for the year ahead is on executing our asset management strategies across the portfolio, and to develop new buildings in Dublin, into an office market where vacancy rates are continuing to reduce and where supply of new space in the short to medium terms is limited. We remain confident that this strategy will drive returns for our shareholders.

 

Our primary focus is on extracting returns from managing and developing the assets, with a strong bias towards mitigating risk around our debt and development profile, whilst extending our lease terms for maximum income certainty in the future.

 

Stephen Vernon Pat Gunne

Executive Chairman Chief Executive

Green Property REIT Ventures Limited Green Property REIT Ventures Limited

7 September 2015

 

Our Market

 

Ireland was the fastest growing economy in the Euro area in 2014, achieving GDP growth of 4.8%. Forecasts are for GDP growth in 2015 of up to 5%, which is likely to outperform the rest of Europe.

 

Domestic demand is now the key driver of GDP growth, a positive indicator for performance of the retail sector. Growth in domestic demand is expected to increase by 4.3% in 2015 and 5.1% in 2016, up from 2.9% in 2014. The export sector is benefitting from the depreciation of the Euro and growth in Foreign Direct Investment ("FDI") is adding to job growth and the resultant demand for office space.

 

The unemployment rate currently stands at 9.5% (August 2015) which compares to 11.2% in June last year and 15.2% at its recessionary peak in February 2012. FDI related employment is up 26% since 2009, with 175,000 persons currently employed by FDI related industry. In H1 2015 a further 2,829 FDI jobs were announced, of which 39% are in Dublin. Some of the larger announcements include-Zimmer, AirBnB, Zalando, Bausch & Lomb, Alexion, Viagogo and the expansion of Apple and Northern Trust existing facilities. The Industrial Development Agency of Ireland has an aggressive target of FDI job growth of 3.5 to 4% per annum to bring the total FDI employment to 209,000 people by 2019.

 

2014 was a record year in the Irish commercial property market with €4.5 billion invested in direct property, 25% ahead of the previous peak in 2006 with a further €21 billion of loan sales secured on real estate. While no commentator is suggesting that 2014 will be repeated, momentum continued in the first half of 2015 with €1.7 billion invested, with forecasts of €3-€3.5 billion to be deployed by end of 2015.

 

In the first half of 2015, US buyers accounted for 44% of capital invested in real estate, Irish buyers for 34%, Europe for 20% and UK for 2%. While US private equity dominated the buyer list to date, we are now seeing the emergence of core long term capital. In the first six months of 2015, in addition to Irish institutional buyers, we have seen a number of German funds in the market and successful buyers have included Union Investment and REALIS. From the US, Starwood REIT made their first investment outside the US and acquired a €450 million portfolio of Dublin offices from a US private equity fund. Offices remain the preferred sector of choice, accounting for 68% of the spend in the period, followed by mixed use (12%), retail (11%) and multifamily (9%). Finally, Dublin remains the preferred location of choice, though we are seeing more investment outside the capital. In H1 2015, 79% of capital deployed was in Dublin, in 50 deals, while 11.5% of the total deployed was outside Dublin in 17 deals and there were 2 portfolio deals including Dublin and non-Dublin assets which accounted for the remainder.

 

The supply of commercial real estate continues to come largely from the banks as they seek to deleverage. NAMA's balance sheet more than halved during 2014 and the agency now has in the order of €10.8 billion in outstanding senior debt securities and €1.6 billion of subordinated bonds, having started life in 2010 with €30.2 billion of senior and €1.6 billion of junior bonds. They continue to push an aggressive disposal strategy. In addition, a number of banks, including Ulster Bank (RBS), KBC and Lloyds are selling both assets and loans. It is expected that most bank deleveraging will be completed by the end of 2015, with potentially a residual amount to be dealt with in 2016. In addition to the deleveraging institutions, we are now seeing a steady stream of properties being re-traded from the early cycle opportunistic buyers who were aggressively buying from 2012 on.

 

With regard to yields, at the prime end there has been further yield compression in the first half of 2015, although they are now showing signs of stabilising. Since December 2014 prime Dublin office yields have moved from 5.00% to 4.50%, Retail (High Street) from 4% to 3.75%, Retail Warehousing from 5.75% to 5.50% and prime Industrial from 6.75 to 6.50%. Investment Property Databank ("IPD") recorded total ungeared returns in H1 2015 at 10.6%, bringing the annualised return to June 2015 to 33.7%. Offices remained the strongest performer, with a total return of 7.4% in Q2 2015, while retail returned 4.1% and the industrial sector appears to have turned the corner with a total return in Q2 2015 of 6%.

 

1. Sector Commentary

 

Offices

 

While 2014 was a record year on the occupational front with 225,000 square metres (2.4 million sq ft) of gross take-up, 2015 is continuing at a good pace. H1 2015 has recorded total take up of 108,283 square metres (1.2 million sq ft) which compares to 92,903 square metres (1 million sq ft) of take up in the same period last year. Dublin CBD accounted for 73% of the total office occupier market, with Dublin 2 (core CBD) accounting for 23%. Of the suburban take-up, the south suburbs accounted for 67%.

 

In H1 2015, take-up was split between the various sectors as follows:

 

Sector

Gross take-up (as a % of total)

TMT

43%

Financial Services

26%

Professional Services

9%

Government

6%

Pharma/Health & Science

11%

Other

5%

 

While the average deal size in the first half of 2015 was 993 square metres (10,693 sq ft), 30% of all new lettings were under 929 square metres (10,000 sq ft) and 30% (5 deals, including pre-lettings) were over 3,251 square metres (35,000 sq ft). There were two pre-lettings of buildings under construction in the period; Bank of Ireland have pre-let 12,012 square metres (129,295 sq ft) in Baggot Plaza on Baggot Street and AerCap, one of the world's largest airline leasing companies have pre-let 6,000 square metres (64,583 sq ft) in "LXV" at 65 St.Stephen's Green, Dublin 2.

 

Recent lettings include the following:

 

Tenant

Size of Letting

HCL

7,652 sq m (82,365 sq ft)

CRH

4,125 sq m (44,401 sq ft)

AirBnB

3,363 sq m (36,198 sq ft)

Paraxel

2,786 sq m (29,988 sq ft)

Google

2,478 sq m (26,672 sq ft)

National Roads Authority

2,425 sq m (26,100 sqft)

 

There are currently 306,579 sq m (3.3 million sq ft) of active requirements for office space in the Dublin market.

 

The total office vacancy rate in greater Dublin continues to fall and currently stands at 9% . In the CBD (Dublin 2/4) the vacancy rate is 5-6% (depending on specific boundaries) of which Grade A vacancy (% of Grade A stock) is 3.7% and Grade A vacancy (% of total Dublin 2/4 stock) is 2%. The overall vacancy rate in the south suburbs is currently 6.7%.

 

With the backdrop of continued momentum in tenant demand, and limited new stock being delivered, office rents continue to increase. At 30th June 2014 prime headline rents were in the order of €484 per square metre (€45 per square foot) while today they are at €565 per square metre (€52.50 per square foot), an increase of over 17% in 12 months. There are some floor by floor lettings achieving €592 per square metre (€55 per square foot). The recent pre- letting of "LXV" a new development under construction on St.Stephen's Green in Dublin 2, due to be completed in Q1 2016 at €645 per square metre (€60 per square foot) would suggest that Dublin prime office rents have further to go and various commentators are suggesting €592 per square metre (€55 per square foot) will be the market standard by year end.

 

Retail

 

The retail sector continues to improve. Falling unemployment, the emergence of wage growth in the private sector, low interest rates and modest tax reductions are bringing continued confidence to the consumer. While households remain in deleveraging mode and the savings rate is high relative to the long run average, it has started to reduce. At the peak of the crisis in Q4 2009 the savings rate was 16.7% compared to the long run average of 9.8% and as at Q4 2014 it stood at 11%.

 

Consumer spending has seen 18 successive months of annual growth in retail sales. From January to May 2015 car sales were up 26.9% year on year and retail sales were up 7.8% year on year by April 2015. Looking forward the consumer is expected to make a growing contribution to the domestic recovery over the next two years, leading to forecast spending growth of 2.6% in both 2015 and 2016 which in turn will aid the recover in the retail sector.

 

Good tenant demand is recorded for prime Dublin high streets and shopping centres/retail parks and over the last 6 months there is evidence of growing demand for good provincial shopping centres and high street locations. In the retail warehouse sector there is currently good demand for well located units of 465 square metre or less and for large units over 1,394 square metre (15,000 sq ft)

 

Recent new lettings include HMV and Pandora on Grafton Street, Jigsaw on South Anne Street, iConnect on Henry Street, HMV on College Green and ToysRUs in West End retail park. Retailers looking for new space include; Quiz Fashions, Inglot, Maxi Zoo, TK Maxx, Weatherspoons and Boots, to name a few. Outside of Dublin, active letting requirements include ToysRUs, Maxi Zoo, Homestore & More, Dealz (Poundland), Trespass and Tiger.

 

With spending up and tenant demand increasing there is an expectation from commentators that there will be a movement in retail rental values in the coming months.

 

Industrial

 

Activity in the industrial sector has been improving steadily from a low ebb. Take-up of industrial space (which includes sales to owner occupiers and lettings) at the half year point was 184,428 square metres (1,985,164 sq ft) and year to date, take up is 225,556 square metres ( 2,427,870 sq ft) which is three times higher than the same period last year, which was a very poor period in the market. Typically in the industrial sector a large proportion (72%) of this activity is as a result of industrial property being sold for owner occupation.

 

On the leasing side, rents are now at €70 per square metre (€6.50 per square foot) and are forecast to be €75 per square metre (€7 per square foot) by year end. Almost half of the activity is focused on smaller units of 1,859-4,645 square metre (20,000-50,000 sq ft). That said, 14% of activity in H1 was accommodation of over 9,290 square metre (100,000 sq ft)

 

There is a strong pipeline of demand from owner occupiers and tenants and with no new development, supply of modern industrial space continues to dwindle. Overall the demand/supply fundamentals are set to see continuing improvements in rents for the best units over the next 6-12 months. 

 

Development

 

There is currently 182,623 square metres (1.96 million sq ft) of gross office area, under construction in 19 projects in central Dublin. Approximately 17% of these projects are refurbishments, with the remainder new build or redevelopment projects. Of the schemes under construction at present, 38% have been pre-let. The graph below produced by CBRE identifies in purple those schemes under construction and when they are likely to be completed, and makes a best estimate of when schemes that are yet to commence or are within the planning process may be completed. While it is difficult to gauge development starts, it is clear from this graph that there will be no meaningful supply added until 2017/2018.

 

http://www.rns-pdf.londonstockexchange.com/rns/2001Y_-2015-9-4.pdf

 

 

 

The graph below (produced by Savills) considers the net addition to office stock from the next development cycle. Their projections are similar to CBRE above, suggesting most development completions will occur from 2017 onwards. As with CBRE, the Savills data is only considering those schemes within the planning process, so looking beyond 2018, starts to become very speculative. Looking at the purple line in their graph, the actual total office stock is set to fall for the next two years as older buildings are withdrawn from the market to clear sites for new development.

 

http://www.rns-pdf.londonstockexchange.com/rns/2001Y_2-2015-9-4.pdf

 

Assuming all projected schemes in this graph are complete by 2018, the resultant increase in the total CBD stock could be in the order of 25% by 2018. Whilst this compares favourably to previous development boom cycles as detailed in the table below, it is nonetheless a significant addition to the Dublin market and will need sustained FDI and take up domestically for it to be absorbed without a substantial rental adjustment.

 

Development Cycle

Stock added

1986-1992

30%

1993-2002

98%

2003-2011

51%

(Source Lisney/Goodbody)

 

The graph below (Savills) shows the total existing stock in Dublin 2 and Dublin 4 (excluding the areas covered by the Docklands special development zone (SDZ) and the stock currently in the Docklands. They have looked at the pipeline of development and this graph assumes everything currently proposed will get developed. It then highlights the net additional space in each submarket. The impact on the Docklands area is most dramatic with potentially 67% net additional office space in this area. It is important however to note that NAMA currently controls 75% of the lands within the Docklands SDZ (approximately 325,160 square metre/3.5 million sq ft) and they have stated that it will take 5-7 years to bring all the sites in this area to the market. They are nonetheless looking to take in joint venture partners on a selection of their major land holdings which may alter the decision making process somewhat. On their own holdings which they control outright, it is reasonable to assume that this stock will be delivered in a managed basis.

 

http://www.rns-pdf.londonstockexchange.com/rns/2001Y_1-2015-9-4.pdf

 

In addition, it is estimated that in the suburbs there could be delivery of a further 154,100 square metre (1.65 million sq. ft.) of net office accommodation from 2015 to 2018.

 

It is assumed in this data, that those developing have access to finance/funding to commence each project as soon as possible. In reality there is limited and costly development finance available for speculative development. Those projects that are currently under construction are typically being funded by corporate facilities (where available), equity or by forward funding with an institutional investor. While it is likely that further funding routes will open up over time, the lack of current funding options has delayed commencement of a number of projects and may extend the delivery timetable for completed schemes.

 

 

 

__________________________________________________________________________________

References

§ CBRE Research Reports& Research department

§ JLL Market Reports 2014-2015

§ Savills office development research 2015 & Research department

§ SCSI/IPD Ireland Quarterly Property Index

§ Investec Irish Economy Monitor Q2 2015

§ Goodbody Irish Economy Q2 2015

§ Davy Irish Economy June 2015

§ IDA

§ Central Statistics Office

§ HWBC - Office Take-Up analysis & office market research

§ Lisney - Office Market Research

 

 

PORTFOLIO OVERVIEW

 

1. LOCATION

 

As at 30th June 2015 95% of the portfolio is located in Dublin city centre and greater Dublin with the remaining 5% located in Limerick and rest of Ireland. This is in line with the Company's investment strategy to build a portfolio which would be predominantly Dublin/greater Dublin and selectively Cork, Limerick and Galway. We have contracted to buy an office building in Cork and are due to close in Q1 2016, which is again in line with this strategy.

 

LOCATIONS BY VALUE *

 

 

Net Value

€m

Net Value

%

 

Dublin CBD (D2/4)

 

512.3

53

 

Greater Dublin

 

408.4

42

Dublin Total

 

920.7

95

Limerick

 

23.5

2

Rest of Ireland

 

24.1

3

Total Portfolio

 

968.3

100

* Net of costs. Valuation as at 30 June 2015

 

 

2. SECTOR SPLIT

 

The portfolio is split 75% offices, 20% retail, 1% industrial and 4% other (including residential, car park and a hotel/leisure centre) by value. Again this is in line with our investment strategy of building a portfolio comprising predominantly offices (60-70%), up to 25% retail and up to 15% industrial. Our position in being a little ahead of the suggested office weighting is intentional, in that we believed that Dublin offices would perform best as a sector, which is proving to be the case. With regard to the weighting of industrial property, we have now commenced development at Horizon Logistics Park where the land is zoned for logistics warehousing and has capacity for up to 1 million square feet of future development. Over time our allocation to the industrial sector will increase as we expand the park.

 

SECTORS BY VALUE *

 

 

Net Value

€m

Net Value

%

 

Office

Dublin CBD (D2/4)

507.8

52

 

 

Greater Dublin

223.0

23

Office Total

730.8

75

Retail

 

189.2

20

Industrial

 

10.5

1

Other

 

37.8

4

Total Portfolio

968.3

100

       

* Net of costs. Valuation as at 30 June 2015

 

 

3. RENT & ERV

 

The passing rent by sector is broadly consistent with the portfolio split, with 73% of our income as at 30th June 2015 coming from offices, 23% from retail and the remaining 4% from industrial/other.

 

RENTAL INCOME

 

 

Passing

Rent€m pa

Contracted Rent€m pa

ERV

(Let)€m pa

Vacant

ERV

€m pa

%

variance*

Office

Dublin CBD (D2/4)

26.1

26.6

28.9

-8

 

Greater Dublin

12.1

14.4

14.5

0.1

-1

Office Total

38.2

41.0

43.4

0.2

-6

Retail

 

12.0

12.5

9.6

0.9

+30

Industrial

 

0.8

0.8

0.7

--

+14

Other

 

1.4

1.4

1.4

--

--

Total (Let Properties Only)

52.4

55.7

55.1

1.1

+1

        

*Includes car spaces to give portfolio position

 

The total contracted rent as at 30th June 2015 is €55.7 million which compares to the valuers' ERV (for leased space only) as at the same date of €55.1 million per annum. Within the retail portfolio there remains an amount of over renting as this sector has only started to turn the corner and rental growth is yet to emerge. The contracted rent from the retail element is €12.5 million per annum (average €19.30 per sq. ft.) compared to an ERV of €9.6 million per annum (average €14.80 per sq. ft.). On the office side the Dublin CBD portfolio currently has a contracted rent of €26.6 million per annum (average €39.10 per sq. ft.) compared to an ERV of €28.9 million (average €42.10 per sq. ft.), suggesting there is further reversionary potential from the office element of the portfolio.

 

CONTRACTED RENTS VERSUS ESTIMATED RENTAL VALUES (ERVs) *

 

 

Average

Contracted Rent

€psf

Average

ERV

€psf

%

Variance

(v ERV)

Office

Dublin CBD (2/4)

39.1

42.1

-7

 

Greater Dublin

20.6

21.3

-3

Office Total

27.8

29.4

-5

Retail

 

19.3

14.8

+30

Industrial

 

7.2

6.5

+11

Other

 

--

--

--

Total (Let Properties Only)

24.6**

24.5**

*Let only properties. Excluding car space rent (where applicable)

**Excluding Parnell Car Park, Hotel and residential components ("Other") to give portfolio position

 

 

4. TENANT BUSINESS SECTORS

 

The portfolio has a diversified income base with a high quality tenant mix. As at 30th June 2015, 98% (measured by ERV) of the portfolio was occupied and the table below shows that our top 10 tenants account for 48% of the annual contracted rent. The top ten tenants include the Irish government, Vodafone, Pioneer, Invesco Global AM and Northern Trust.

 

 

TOP 10 OCCUPIERS BY CONTRACTED RENT

 Tenant

 

Contracted Rent

€m pa

% of

Group Rent

Unexpired Term

(years)

The Commissioners of Public Works Ireland (OPW)

- Government (Irish)

4.7

8

2.0

Allied Irish Bank

- Government (Irish)

4.5

8

 2.4

Vodafone

(50% interest)

3.7

8

 3.3

Pioneer

 

3.4

6

 1.8

Woodies DIY

(Part of Grafton Group plc)

2.4

4

 16.2

Invesco Global AM

 

1.9

3

 0.8

Northern Trust

 

1.9

3

 3.0

GAM

 

1.4

3

 6.9

Bank of Ireland

 

1.4

3

 2.6

RBC Dexia

 

1.3

2

 1.1

Top 10 Tenants

 

26.6

48

3.7

 

 

 

 

 

Remaining 140 tenants

 

29.1

52

 6.3

 

 

 

 

 

Total Portfolio

 

55.7

100

5.0*

         

*Excluding residential component in Arena Centre

 

 

CONTRACTED RENT BREAKDOWN BY TENANT BUSINESS SECTORS

 

 

 

Contracted Rent

€m pa

% of

Group Rent

 

Government (Irish)

 

10.7

19

 

Financial Services

 

11.1

20

Professional Services

 

11.4

20

TMT

 

6.3

11

Retail

 

13.2

24

Other

 

3.0

6

Total Portfolio

 

55.7

100

 

 

 

5. WAULT

 

The weighted average unexpired lease term (WAULT) from the portfolio is 5 years, down from 6 years in 2014. The table below highlights that the retail portfolio has a WAULT of 8.9 years compared to the office portfolio at 3.8 years.

LEASE LENGTHS & VACANCY

 

 

 

 

WAULT

(years) *

Vacancy

(by floor area)

Vacancy

(by ERV)

 

 

Office

Dublin CBD (2/4)

2.9

 

 

Greater Dublin

5.4

 

Office Total

3.8

 

Retail

 

8.9

3%

 

Industrial

 

2.4

--

--

 

Other

 

11.3

--

--

 

Total Portfolio

5.0

4%

2%

 

*Excluding residential component in Arena Centre/ Weighted average unexpired lease term to the earlier of next break or expiry (whichever comes first

The portfolio has lease events in 13% of the portfolio in 2016 and 23% of the portfolio in 2017, providing an opportunity to negotiate with tenants and extend the unexpired term.

 

Principal Risks

The Board takes the view that adequately identifying and managing the risks to achieving our strategic objectives is key to the successful delivery of shareholder returns. The Board has divided the principal risks into External Risks, over which we have no influence, and Internal Risks, which we can influence, which are set out below.

External Risks

Risks

Potential Impact

Mitigation Measures

Direction of Risk

Cyclical Market - the property market is cyclical and as such values and market conditions can be volatile.

Potential adverse impact on property values and rental levels, impacting shareholder returns.

 

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

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

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

ü 75% of our 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

ñ As more office developments and supply comes on stream the risk of an oversupply scenario with a knock on impact in falling rents and values is rising.

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 convents 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

ò Ireland's economic recovery is now firmly established, although there are concern surrounding global economic growth prospects.

Exit of early cycle investors - risk of adverse impact on property values and liquidity.

A glut of supply of assets for sale could also adversely affect our property values.

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

ü The Investment Manager monitors the market closely

ñ The indications are that these investors are net sellers but to date have been selling in an orderly fashion.

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

ñ As the Company has now commenced its development program this risk is now a live risk.

Regulatory Risk - AIFMD - The Investment Manager is the authorised AIFM of the Company, under recently adopted EU regulations.

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

ñ The regulatory framework is continually evolving.

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

ñ With US and UK interest rates expected to rise in the short/medium term, this risk has marginally increased.

 

 

Internal Risks

 

Leasing Risk - with lease events related to 61% of the Group's rent between 2016 and 2018 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

ñ As 2016 nears and these events arise, this risk increases.

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

ñ The Company has now begun to develop new and existing assets.

 

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.

ñ This risk has increased as the Company has now embarked on a development program which involves a significant amount of construction activity.

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

 

ò As the general economy has improved the risk of a sub-contractor or main contractor failing is reducing.

 

Financial Statements

Green REIT plc

Consolidated statement of comprehensive income

for the year ended 30 June 2015

 

 

 

30 June 2015

30 June 2014

 

Notes

Underlying pre-tax

Capital and other

Total

 

Underlying pre-tax

Capital and other

Total

 

 

 

€'000 ¹

€'000

€'000

€'000 ¹

€'000

€'000

 

 

 

 

 

 

 

 

Gross rental and related income

3

45,864

-

45,864

12,173

-

12,173

 

 

 

 

 

 

 

 

 

 

Net rental and related income

3

37,819

-

37,819

10,424

-

10,424

 

 

 

 

 

 

 

 

 

 

Net movement on fair value of investment properties

4

-

113,803

113,803

-

36,836

36,836

Profit on disposal of investment property

8

-

-

-

-

644

644

Investment Manager

 

 

 

 

 

 

 

- base fee

19

(8,104)

-

(8,104)

(3,421)

-

(3,421)

- performance fee

19

(20,982)

-

(20,982)

-

-

-

Administrative expenses

 

(2,137)

-

(2,137)

(933)

-

(933)

 

 

Operating profit

 

6,596

113,803

120,399

6,070

37,480

43,550

Finance income

5

95

-

95

154

-

154

Finance expense

5

(1,245)

-

(1,245)

(2)

-

(2)

Share of joint venture profit/(loss)

9

5,018

32,436

37,454

980

(1,553)

(573)

 

 

 

 

 

 

 

 

 

 

Profit on ordinary activities before taxation

 

10,464

146,239

156,703

7,202

35,927

43,129

Income tax

7

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Profit for the year after taxation

 

10,464

146,239

156,703

7,202

35,927

43,129

Other comprehensive income

 

-

-

-

-

-

-

 

 

____________

____________

____________

____________

____________

____________

Total comprehensive income for the year attributable to the shareholders of the Company

 

 

10,464

 

146,239

 

156,703

 

7,202

 

35,927

 

43,129

 

 

________

_________

_________

________

_________

_________

Basic earnings per share (cents)

Diluted earnings per share (cents)

14

1.6

1.6

21.9

21.8

23.5

23.4

2.1

2.1

10.3

10.3

12.4

12.4

 

 

________

_________

_________

________

_________

_________

The accompanying notes are an integral part of these financial statements.

¹ As outlined in note 1.

 

 

 

Green REIT plc

Consolidated statement of financial position

as at 30 June 2015

 

 

2015

2014

Assets

Note

€'000

€'000

Non-current assets

 

 

 

Investment properties

8

817,326

286,005

Investment in joint venture

9

77,874

41,884

 

 

 

 

 

 

Total non-current assets

 

895,200

327,889

 

 

Current assets

 

 

 

Trade and other receivables

10

2,631

1,920

Deposits paid

10

-

37,500

Short term investments

11

-

351,649

Cash and cash equivalents

 

37,611

18,056

 

 

 

 

 

 

Total current assets

 

40,242

409,125

 

 

 

 

 

 

Total assets

 

935,442

737,014

 

 

Equity

 

 

 

Share capital

12

66,697

66,697

Share premium

12

617,941

617,941

Performance fee share reserve

19

20,982

-

Retained earnings

 

193,697

43,129

 

 

 

 

 

 

Equity attributable to shareholders of the Company

 

899,317

727,767

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Amounts due to investment manager - base fee

19

2,248

1,818

Trade and other payables

16

14,454

7,429

 

 

 

 

 

 

Total current liabilities

 

16,702

9,247

 

 

Non-current liabilities

 

 

 

Borrowings

18

19,423

-

 

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

19,423

-

 

 

 

 

 

 

Total liabilities

 

36,125

9,247

 

 

 

 

 

 

Total equity and liabilities

 

935,442

737,014

 

 

 

 

 

 

Net asset value per share (cents)

15

134.8

109.1

 

 

Diluted and EPRA net asset value per share (cents)

15

132.1

109.1

 

 

      

The accompanying notes are an integral part of these financial statements.

 

 

Green REIT plc

Consolidated statement of changes in equity

for the year ended 30 June 2015

 

 

 

 

 

Performance

 

 

 

 

 

Share

Share

fee share

Retained

 

 

 

 

capital

premium

reserve

earnings

Total

 

 

 

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

 

At 24 June 2013

 

 

-

-

-

-

-

Total comprehensive income for the period

 

 

 

 

 

 

 

Profit

 

 

-

-

-

43,129

43,129

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

 

-

-

-

43,129

43,129

 

 

 

Transactions with owners, recognised directly in equity

 

 

 

 

 

 

 

Issue of ordinary shares for cash

 

 

66,697

643,109

-

-

709,806

Share issue costs

 

 

-

(25,168)

-

-

(25,168)

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2014

 

 

66,697

617,941

-

43,129

727,767

Total comprehensive income for the year

 

 

 

 

 

 

 

Profit

 

 

-

-

-

156,703

156,703

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

 

-

-

-

156,703

156,703

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners, recognised directly in equity

 

 

 

 

 

 

 

Investment Manager - performance fee share reserve

 

 

-

-

20,982

-

20,982

Dividends paid

 

 

-

-

-

(6,135)

(6,135)

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2015

 

 

66,697

617,941

20,982

193,697

899,317

 

 

 

         

The accompanying notes are an integral part of these financial statement

Green REIT plc

Consolidated statement of cash flows

for the year ended 30 June 2015

 

 

2015

2014

 

Note

€'000

€'000

Cash flows from operating activities

 

 

 

Profit for the period

 

156,703

43,129

Adjustments for:

 

 

 

- Net movement on revaluation of investment

 

 

 

properties

4

(113,803)

(36,836)

- Finance income

5

(95)

(154)

- Finance expense

5

1,245

2

- Gain on sale of investment property

8

-

(644)

- (Profit)/loss from joint venture

9

(37,454)

573

- Investment Manager - performance fee

19

20,982

-

 

 

 

 

27,578

6,070

Changes in:

 

 

 

- trade and other receivables

10

(711)

(1,920)

- current liabilities and investment manager base fee due

 

2,258

4,968

 

 

Cash generated from operating activities

 

29,125

9,118

Interest received

5

95

154

Interest paid

 

(1,032)

(2)

 

 

Cash inflow from operating activities

 

28,188

9,270

 

 

Cash flows from investing activities

 

 

 

Acquisition of investment properties

 

(372,639)

(245,490)

Investment in joint venture

9

(2,344)

(42,457)

Distribution received from joint venture

9

3,808

-

Withdrawals/(investments) in money market funds

11

351,649

(351,649)

Capital expenditure

 

(2,182)

-

Proceeds from sale of investment properties

8

-

1,244

Deposits paid

10

-

(37,500)

 

 

 

 

 

 

Net cash used in investing activities

 

(21,708)

(675,852)

 

 

Cash flows from financing activities

 

 

 

Net proceeds from issue of share capital

12

-

684,638

Dividends paid

 

(6,135)

-

Drawdown of overdraft facility

 

18,010

-

Repayment of overdraft facility

 

(18,010)

-

Drawdown of revolving credit facility, net of costs

 

19,210

-

 

 

 

 

 

 

Net cash inflows from financing activities

 

13,075

684,638

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

19,555

18,056

Cash and cash equivalents at beginning of period

 

18,056

-

 

 

Cash and cash equivalents at 30 June 2015

 

37,611

18,056

 

 

The accompanying notes are an integral part of these financial statements.

 

Notes to the Financial Statements

 

Green REIT plc

Notes

forming part of the consolidated financial statements

 

1 Basis of preparation and significant accounting policies

 

The financial information in this announcement was approved by the Board of Directors on 7 September 2015 and does not comprise statutory financial statements for the year ended 30 June 2015, within the meaning of the Companies Acts 2014. The statutory financial statements for the year to 30 June 2015 will be finalised based on the financial information presented in this preliminary announcement and will be delivered to the Companies Registration Office in due course.

 

 

Statement of compliance

 

These unaudited consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (EU IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board (IASB), and the Companies Act 2014.

 

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 30 June 2015, and have not been applied in preparing these consolidated financial statements. The items that may have relevance to the Group are as follows:

· Annual Improvements to IFRSs 2010-2012 cycle (effective date 1 February 2015)

· Annual Improvements to IFRSs 2012-2014 cycle (effective date 1 January 2016) *

· IAS 1 (amended) - Presentation of financial statements (effective date 1 January 2016)*

· IAS 27 (amended) - Separate financial statements (effective date 1 January 2016)*

· IFRS 10 (amended) - Consolidated financial statements (effective date 1 January 2016)*

· IFRS 11 (amended) - Joint arrangements (effective date 1 January 2016)*

· IFRS 15 - Revenue from contracts with customers (effective date 1 January 2018)*

· IFRS 9 - Financial Instruments (effective date 1 January 2018)*

* Not EU endorsed at the time of approval of these financial statements

 

The Group is in the process of assessing the impact of the new standards and interpretation on its financial reporting and currently intends to apply the new requirements once they are endorsed by the EU.

 

The accounting policies set out below have been applied to the consolidated financial statements.

 

Notes to the Financial Statements

 

Green REIT plc

Notes

forming part of the consolidated financial statements

 

1 Basis of preparation and significant accounting policies (continued)

 

Going concern

 

The Directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future and that it is appropriate to prepare the consolidated financial statements on a going concern basis.

 

Basis of measurement

 

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

 

Functional and presentation currency

 

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

 

Underlying pre-tax earnings

 

The European Public Real Estate Association (EPRA) has issued Best Practices Recommendations, the latest update of which was issued in December 2014, which give guidelines for performance measures. EPRA Earnings is the profit after tax excluding investment and development property revaluations and gains or losses on disposals, changes in the fair value of financial instruments and associated close-out costs and their related taxation. Underlying earnings consists of the EPRA Earnings measure.

 

Use of estimates and judgements

 

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

 

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

 

Information about critical judgements in applying accounting policies that have the most significant effect on amounts recognised in the consolidated financial statements is included in the accounting policies and the notes to the financial statements.

 

The key accounting judgement and estimate in these financial statements is the valuation of the property portfolio. This is discussed in further detail under the accounting policy for property valuation and in note 8.

 

 

Measurement of fair values

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

 

A number of the Group's accounting policies and disclosures require the measurement of fair values. When measuring the fair value of an asset or liability the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

 

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

 

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

 

Basis of consolidation

 

Subsidiaries

Subsidiaries are entities controlled by the Group.  The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. The financial information of subsidiaries is included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

 

Joint arrangements

Under IFRS 11, Joint Arrangements, the Group classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Group's rights to the assets and obligations for the liabilities of the arrangements. When making this assessment, the Group considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances.

 

When the Group has rights to the assets and obligations to the liabilities, relating to an arrangement, it accounts for each of its assets, liabilities and transactions, including its share of those held or incurred jointly, in relation to the joint operation.

 

When the Group has rights only to the net assets of an arrangement, it accounts for its interest using the equity method. Investments in joint ventures are accounted for using the equity method and are recognised initially at cost. The cost of such investments includes transaction costs.

 

 

 

1 Basis of preparation and significant accounting policies (continued)

 

Basis of consolidation (continued)

 

Accounting policy alignment and transactions elimination on consolidation

Accounting policies of subsidiaries or joint ventures which differ from those of the Group are adjusted for when preparing consolidated financial statements.

 

All intra-group transactions, balances, income, unrealised gains, losses and expenses are eliminated on consolidation. Unrealised gains arising from transactions with joint ventures are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same manner as unrealised gains, save where the Group considers that an impairment provision maybe warranted.

 

Investment properties

 

Investment property is property held either to earn rental income, or for capital appreciation (including future re-development) or for both, but not for sale in the ordinary course of business. The Group does not have any properties held for resale or trading purposes.

 

Investment property is initially measured at cost including related acquisition costs and subsequently valued by professional external valuers at their respective fair values at each reporting date. The difference between the fair value of an investment property at the reporting date and its carrying value prior to the external valuation is recognised in profit or loss as a fair value gain or loss.

 

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

 

Properties leased out to tenants under operating leases are included in investment property in the statement of financial position.

 

Investment properties are treated as acquired at the point where the Group assumes the significant risks and returns of ownership which normally occurs when the conveyancing contract has been performed by both buyer and seller and the contract has been deemed to have become unconditional and completed. Investment properties are deemed to have been sold when the buyer has assumed the risks and rewards of ownership and the contract has been completed.

 

Additions to investment properties consist of construction and other directly attributable costs such as professional fees and expenses and in the case of investment properties under development capitalised interest where applicable. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs. Where the Group begins to redevelop an existing investment property the property continues to be held as an investment property.

 

Properties that are currently being developed or that are to be developed in the near future are held as development properties. These properties are initially valued at cost. Any direct expenditure on development properties is capitalised and the properties are then valued by external valuers at their respective fair value at each reporting date.

 

 

1 Basis of preparation and significant accounting policies (continued)

 

Investment property (continued)

 

The cost of properties in the course of development includes attributable interest and other associated outgoings. Interest is calculated on the development expenditure by reference to specific borrowings, where relevant, and otherwise on the average rate applicable to short-term loans. Interest is not capitalised where no development activity is taking place. A property ceases to be treated as a development property on practical completion.

 

External, independent valuers, having appropriate recognised and relevant professional qualifications and recent experience in the location and category of property being valued, value the Group's property portfolio at each reporting date, in accordance with the Royal Institution of Chartered Surveyors Valuation Standards (RICS).

 

Critical accounting judgements and key estimations of inherent uncertainty in investment property valuations

 

The fair values derived are based on anticipated market values for the properties, being the estimated amount that would be received to sell the assets in an orderly transaction between market participants.

 

The valuation of the Group's investment property portfolio is inherently subjective as it requires among other factors, assumptions to be made regarding the ability of existing tenants to meet their rental obligations over the entire life of their leases, the estimation of the expected rental income in to the future, an assessment of a property's ability to remain as an attractive technical configuration to existing and prospective tenants in a changing market and a judgement to be reached on the attractiveness of a building, its location and the surrounding environment. While these and other similar matters are market standard considerations in determining the fair value of a property in accordance with the RICS methodology they are all subjective assessments of future outturns and macro-economic factors which are outside of the Group's control or influence and therefore may prove to be inaccurate long term forecasts.

 

As a result of all of these factors the ultimate valuation the Group places on its investment properties is subject to some uncertainty which may not turn out to be accurate, particularly in times of macro-economic volatility.

 

The RICS property valuation methodology is considered by the Board to be the valuation technique most suited to the measurement of the fair value of property investments. It is also the primary measurement of fair value that all major and reputable property market participants use when valuing a property investment.

 

Rental income

 

Rental income from investment property is recognised on an accruals basis as revenue on a straight-line basis over the term of the lease. The Group considers this is the most representative systematic time pattern in which the benefits of ownership of the assets will accrue to the business. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

 

 

1 Basis of preparation and significant accounting policies (continued)

 

Rental Income (continued)

 

Where a rent free period is included as an incentive in a lease the rental income foregone is allocated evenly over the period from the date of the lease to the earliest termination date of the lease. Where a lease incentive takes the form of an incentive payment to a tenant the resultant cost is amortised evenly over the remaining life of the lease to its earliest termination date.

 

Contingent rents, such as turnover rents, and indexation adjustments are recorded as income in the periods in which they are earned. Rental concessions are recorded as adjustments to income in the rental periods to which the concession relates.

 

A rent adjustment or review due under a lease which has not yet been settled at the reporting date is included in the results based upon a reasonable estimate of the amount the review will be settled at and then adjusted to actual outcome when the outstanding review is finally established.

 

Where the Group receives a surrender premium from a tenant for the early termination of a lease, the profit net of any direct costs associated with dilapidation and legal costs relating to that lease, is reflected in the accounting period in which the surrender took place.

 

Details on all rental incentives are provided to the external valuers for their consideration during their review of the investment property valuation at each reporting date.

 

Service charge income is recognised in the period in which it is earned.

 

Finance income and finance costs

 

The Group's finance income and finance costs comprise interest income, interest expense and related charges. Interest income or expense is recognised using the effective interest method.

 

Tax

 

Current tax

 

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

 

Deferred tax

 

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

 

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

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

 

 

 

1 Basis of preparation and significant accounting policies (continued)

 

Financial instruments

 

Non-derivative financial assets

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

 

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

 

The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets. At 30 June 2015 the Group had the following non-derivative financial assets, which are classified as loans and receivables:

 

Cash and cash equivalents

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

 

Short term investments

Short term investments represent investments in high quality investment grade money market fund portfolios comprised of money market instruments, short-term bond securities, repurchase agreements and cash and cash equivalents, with maturities ranging from 1 day to 12 months in duration.

 

Trade and other receivables

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

 

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

 

Non-derivative financial liabilities

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

 

 

 

1 Basis of preparation and significant accounting policies (continued)

 

Financial instruments (continued)

 

Non-derivative financial liabilities (continued)

Fair value is calculated, for period end disclosure purposes, based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date.

 

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

 

Derivative financial instruments

Derivatives are recognised initially at fair value; any directly attributable transaction costs are recognised in profit or loss as they are incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss.

 

Share capital

 

Ordinary shares

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

 

Share based payments - performance fee

 

The performance fee arrangement between the Company and the Investment Manager is accounted for as an equity settled share based payment arrangement. The grant date is 1 July each year and on that date, the Company estimates the grant date fair value of each equity instrument and the number of equity instruments for which the service and non-market performance conditions are expected to be satisfied, resulting in the initial estimate of the total share based payment cost which is expensed over the vesting period. Subsequent to initial recognition and measurement, the estimate of the number of equity instruments for which the service and non-market performance conditions are expected to be satisfied is revised during the vesting period, that is, the period from 1 July to 30 June. Ultimately, the share based payment cost is based on the fair value of the number of equity instruments issued upon satisfaction of these conditions.

 

2 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 (an equity accounted investee) is presented on a proportional consolidation basis.

2. Operating segments (continued)

 

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 below:

 

 

2. Operating segments (continued)

 

 

 

Office

Assets

2015

€'000

Retail

Assets

2015

€'000

Industrial

Assets

2015

€'000

Other

Assets (i)

2015

€'000

 

Total

2015

€'000

Joint

Venture**

2015

€'000

Unallocated

Expenses

and Assets

2015

€'000

Group

Consolidated

Position

2015

€'000

Year ended 30 June 2015

 

 

 

 

 

 

 

 

Gross rental and related income

40,889

11,258

1,160

1,733

55,040

(9,176)

-

45,864

Property outgoings

(7,043)

(1,893)

(366)

(314)

(9,616)

1,571

-

(8,045)

 

 

 

 

 

 

 

 

 

 

Net rental and related income

33,846

9,365

794

1,419

45,424

(7,605)

-

37,819

Net movement on fair value of investment properties

102,869

40,219

246

2,905

146,239

(32,436)

-

113,803

Investment Manager - base fee

(4,813)

(1,896)

(198)

(210)

(7,117)

-

(987)

(8,104)

Investment Manager - performance fee

(2,831)

(2,025)

(16)

(128)

(5,000)

-

(15,982)

(20,982)

Administration expenses

-

-

-

-

-

-

(2,137)

(2,137)

 

 

 

 

 

 

 

 

 

 

Segment profit before tax

129,071

45,663

826

3,986

179,546

(40,041)

(19,106)

120,399

Finance income

-

-

-

-

-

-

95

95

Finance costs

(2,587)

-

-

-

(2,587)

2,587

(1,245)

(1,245)

Share of profit in joint venture

-

-

-

-

-

37,454

-

37,454

 

 

 

 

 

 

 

 

 

 

Profit before tax

126,484

45,663

826

3,986

176,959

-

(20,256)

156,703

 

 

 

 

 

 

 

 

 

 

As at 30 June 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment assets*

746,657

187,243

10,696

39,070

983,666

(76,423)

28,199

935,442

 

 

 

 

 

 

 

 

 

 

Investment properties and development property

735,507

183,870

10,460

38,469

968,306

(150,980)

-

817,326

 

 

 

 

 

 

 

 

 

 

(i) Includes hotel and car park assets

*Total cash and cash equivalents and short term deposits at 30 June 2015 is €37.6 million of which €28.2 million is unallocated to operating segments. 

 

** Reconciliation of the Group's segmental reporting analysis to the consolidated financial statements. For the purposes of our segmental reporting the Central Park Joint Venture is included on a proportional consolidation basis. The statutory reporting presents the Joint Venture using the equity method. 

 

 

2. Operating segments (continued)

 

 

 

Office

Assets

2014

€'000

Retail

Assets

2014

€'000

Industrial

Assets

2014

€'000

Other

Assets (i)

2014

€'000

 

Total

2014

€'000

Joint

Venture**

2014

€'000

Unallocated

Expenses

and Assets

2014

€'000

Group

Consolidated

Position

2014

€'000

Period ended 30 June 2014

 

 

 

 

 

 

 

 

Gross rental and related income

8,792

3,775

781

901

14,249

(2,076)

-

12,173

Property outgoings

(833)

(535)

(397)

(144)

(1,909)

160

-

(1,749)

 

 

 

 

 

 

 

 

 

 

Net rental and related income

7,959

3,240

384

757

12,340

(1,916)

-

10,424

Net movement on fair value of investment properties

23,505

9,736

(270)

2,312

35,283

1,553

-

36,836

Profit on disposal of investment

644

-

-

-

644

-

-

644

Investment Manager - base fee

-

-

-

-

-

-

-

-

Administration expenses

(757)

(363)

(95)

(81)

(1,296)

-

(3,058)

(4,354)

 

 

 

 

 

 

 

 

 

 

Segment profit before tax

31,351

12,613

19

2,988

46,971

(363)

(3,058)

43,550

Finance income

-

-

-

-

-

-

154

154

Finance costs

(938)

-

-

-

(938)

936

-

(2)

Share of loss in Joint Venture

-

-

-

-

-

(573)

-

(573)

 

 

 

 

 

 

 

 

 

 

Profit before tax

30,413

12,613

19

2,988

46,033

-

(2,904)

43,129

 

 

 

 

 

 

 

 

 

 

As at 30 June 2014

 

 

 

 

 

 

 

 

Total segment assets at 30 June 2014

306,601

65,328

20,369

17,935

410,233

(76,275)

403,056

737,014

 

 

 

 

 

 

 

 

 

 

Investment properties at 30 June 2014*

301,854

63,763

19,864

17,424

402,905

(116,900)

-

286,005

 

 

 

 

 

 

 

 

 

                

 

(i) Includes hotel and car park asset

\* Total cash and cash equivalents and short term deposits at 30 June 2014 was €369.7 million. The total segment assets per the unallocated segment above is €403.1 million) and primarily represents cash and cash equivalents and short term investments.

 

** Reconciliation of the Group's segmental reporting analysis to the consolidated financial statements. For the purposes of our segmental reporting the Central Park Joint Venture is included on a proportional consolidation basis.

3. Gross and net rental and related income

 

 

2015

2014

 

 

€'000

€'000

 

 

 

 

 

Gross rental and related income

 

 

 

Gross rental income

38,920

11,113

 

Spreading of tenant lease incentives/rent free periods

512

76

 

Service charge income

6,432

984

 

 

 

Gross rental and related income

45,864

12,173

 

 

 

 

 

Service charge expenses

(6,432)

(984)

 

Property operating expenses

(1,613)

(765)

 

 

 

 

 

 

 

Net rental and related income

37,819

10,424

 

 

 

4. Net movement on fair value of investment properties

 

 

2015

2014

 

 

€'000

€'000

 

 

 

 

 

Fair value gain on investment properties (note 8)

119,000

37,933

 

Fair value movement on property option (note 16)

(5,197)

(1,097)

 

 

 

 

 

 

 

Net movement on fair value of investment properties

113,803

36,836

 

 

 

 

5.

Net finance (expense)/income

 

 

 

 

2015

2014

 

 

€'000

€'000

 

 

 

 

 

Finance income

 

 

Interest income on short term deposits

95

154

 

 

_________

_________

 

Finance costs

 

 

Loan interest

(501)

-

 

Commitment fee

(582)

-

 

Bank fees and other costs

(9)

(2)

 

Overdraft arrangement fee

(153)

-

 

 

 

Finance Costs

(1,245)

(2)

 

 

_________

_________

 

Net finance (expense)/income

(1,150)

152

 

 

 

 

 

 

6. Profit for the period

 

The profit for the period has been arrived at after charging:

 

(i) Auditor's remuneration

2015

2014

 

€'000

€'000

Audit fees

 

 

Parent and consolidated financial statements

70

70

Audit of subsidiary undertakings

25

25

 

Total audit fees

95

95

 

 

 

Audit related assurance services

75

60

 

Total audit and audit related assurance services

170

155

 

The auditor recharged €Nil in out of pocket expenses (2014: Nil)

 

 

 

Other fees

 

 

Tax compliance

22

-

Tax advisory services

145

130

Capital market transactions (included in cost of issue of shares)

 -

470

Other

70

-

 

 

 

 

Total other fees

237

600

 

 

 

 

 

2015

2014

(ii) Director's remuneration

€'000

€'000

 

 

 

Fees

270

224

Taxes

10

13

Expenses

3

1

 

 

 

 

 

283

238

 

 

 

 

 

7. Taxation

 

Tax recognised in profit or loss

 

2015

2014

 

€'000

€'000

 

 

 

Current and deferred tax expense

-

-

 

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

8. Investment properties

 

 

 

 

 

 

 

 

2015

2015

2015

2014

 

 

Investment Property

Development Property

Total

Investment Property

 

 

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

At beginning of period

286,005

-

286,005

-

 

Additions

 

 

 

 

 

- Contract price

377,719

23,000

400,719

238,809

 

- Related acquisition costs

8,204

1,216

9,420

8,237

 

- Capital additions

1,764

418

2,182

1,626

 

Reclassification

(4,700)

4,700

-

 

 

Disposals

-

-

-

(600)

 

Change in fair value

118,579

421

119,000

37,933

 

 

 

 

 

 

 

 

 

Balance at 30 June

787,571

29,755

817,326

286,005

 

 

       

 

The initial cost before acquisition expenses of the properties acquired in the year to 30 June 2015 was €377.7 million on investment properties and €23.0 million on development properties and the total costs of acquisition which comprised of stamp duty payable at an average rate of 2%, legal services and other directly attributable costs arising from the transactions amounted to €8.2 million and €1.2 million respectively, resulting in total capitalised costs of €410.1 million on acquisition.

 

On the 30 June 2015, the Group reclassified 32 Molesworth Street from an investment property to a development property. This was done to reflect the planning permission that had been obtained for the building and the Group's intention to develop the property over the next year. The valuers have reflected this classification in their valuation of the property.

 

The fair value of the Group's investment property at 30 June 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). JLL performed valuations on 31.4% of the investment property portfolio (by value), while CBRE performed valuations on the remaining 68.6%. The fees earned by JLL and CBRE from the Group are less than 5% of their total Irish revenues.

 

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

 

The Group utilises the staff of the internal valuation department of its Investment Manager, whom hold relevant internationally recognised professional qualifications and are experienced in valuing the types of properties in the applicable locations. The Investment Manager reviews the valuations arrived at by the external professional valuers. This review includes a discussion with the Board and separately with the external valuers on the assumptions used, the process and methodology undertaking and a review of the data considered by the external valuers.

 

 

 

 

 

8. Investment properties (continued)

 

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 investment properties.

 

For investment property, the income approach/yield methodology involves applying market-derived capitalisation yields to current and market-derived future income streams with appropriate adjustments for income voids arising from vacancies or rent-free periods. These capitalisation yields and future income streams are derived from comparable property and leasing transactions and are considered to be the key inputs in the valuation. Other factors that are taken into account include the tenure of the property, tenancy details, planning, building and environmental factors that might affect the property.

 

Everything else being equal, there is a positive relationship between rental values and the property valuation, such that an increase in rental values will increase the valuation of a property and vice versa. However, the relationship between equivalent yields and the property valuation is negative, therefore an increase in equivalent yields will reduce the valuation of a property and vice versa. There are interrelationships between these inputs as they are determined by market conditions and the valuation movement in any one period depends on the balance between them. If these inputs move in opposite directions (e.g. rental values increase and yields decrease) valuation movements can be amplified whereas if they move in the same direction, they may offset reducing the overall net valuation movement.

 

In the case of investment property under development, the approach applied is the "residual method" of valuation, which is the investment method as described above with a deduction for the costs necessary to complete the development together with an allowance for the remaining risk.

 

The Board, after discussions between the Audit Committee and the Group's external valuers, ultimately decides whether a property's fair value has been reliably determined.

 

At 30 June 2015, the Group considers that all of its investment properties fall within Level 3 fair value as defined by IFRS 13 and therefore believe that the income approach / yield methodology using market rental values capitalised with a market capitalisation rate or yield used by the valuers is the best method to determine the fair value of the investment properties. As further outlined in IFRS 13, a Level 3 fair value recognises that not all of the inputs and considerations made in determining the fair value of property investments can be derived from publicly available data, as the valuation methodology in respect of a property has also to rely on other factors including technical engineering reports, legal data and analysis, and proprietary data bases maintained by the valuers in respect of similar properties to the assets being valued.

 

Valuations are performed on a bi-annual basis at each reporting date, being 31 December and 30 June each year.

 

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

 

 

 

 

8. Investment properties (continued)

 

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

 

Asset class

Input

2015 Range

2014 Range

 

 

Low

High

Low

High

Retail Assets

Annual rent per sq ft

15.12

81.14

15.18

81.14

ERV per sq ft

9.53

48.13

8.55

48.11

Equivalent yield %

4.26

6.76

4.52

8.36

Long term vacancy rate

0.00%

16.27%

0.00%

16.01%

 

 

 

 

 

 

Office Assets (i)

Annual rent per sq ft

11.24

48.93

16.10

47.71

ERV per sq ft

12.00

50.04

11.96

38.50

Equivalent yield %

4.98

7.93

5.05

8.55

Long term vacancy rate

0.00%

12.13%

0.00%

31.86%

 

 

 

 

 

 

Industrial Assets(ii)

Annual rent per sq ft

6.99

7.77

7.21

7.21

ERV per sq ft

6.50

6.50

6.25

6.25

Equivalent yield %

6.66

6.66

6.63

6.63

Long term vacancy rate

0.00%

0.00%

0.00%

0.00%

 

 

 

 

 

 

Other Assets (iii)

Equivalent yield %

6.94

6.94

6.13

6.13

 

Long term vacancy rate

0.00%

0.00%

0.00%

0.00%

 

 

 

 

 

 

Development Assets

Net Initial yield %

5.20%

5.25%

 

-

 

-

 

Build per sq ft

160.00

220.00

-

-

 

Rental value per sq ft (iv)

50.00

55.00

-

-

 

 

 

 

 

 

 

(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 on ERV, equivalent yield or vacancy rate.

(iii) Includes hotel and car park assets.

(iv) Rental value on development assets is the expected rental value that will be achieved upon completion of the development.

 

Sensitivity of measurement to variance of significant unobservable inputs

 

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

 

 

 

8. Investment properties (continued)

 

Across the entire portfolio of investment properties, a 1% increase in equivalent yield would have the impact of a €147.6 million reduction in fair value whilst a 1% decrease in yield would result in a fair value increase of €215.7 million. This is further analysed by property class, as follows:

 

 

2015

2014

 

 

 

Value +1%

Value -1%

Value +1%

Value -1%

 

 

 

Equivalent

Equivalent

Equivalent

Equivalent

 

 

 

Yield

Yield

Yield

Yield

 

 

Property Class

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

 

 

Office (i)

(116,884)

172,187

(47,644)

68,074

 

 

Retail

(26,452)

37,814

(7,799)

10,261

 

 

Industrial

(1,451)

1,990

(1,303)

1,766

 

 

Other

(2,786)

3,736

(1,272)

1,740

 

 

 

________

_______

________

_______

 

 

Investment Properties

(147,573)

215,727

(58,018)

81,841

 

 

Development Properties

(11,010)

16,407

-

-

 

 

 

________

_______

________

_______

 

 

Total Properties

(158,583)

232,134

(58,018)

81,841

 

 

 

 

 

 

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

 

9. Investment in joint venture

 

2015

2014

 

€'000

€'000

At the beginning of the period

41,884

-

Investments made

2,344

42,457

Distributions received

(3,808)

-

Share of profit/(losses)

37,454

(573)

 

_______

 _______

Total investment

77,874

41,884

 

 

 

The Group, through its wholly owned subsidiary Green REIT (Central Park) Limited is 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 of the arrangement.

 

The Central Park Limited Partnership properties were externally valued by JLL at 30 June 2015 on the basis more fully outlined in note 8 to these financial statements.

 

During the period, the Group provided €2.3 million further funding to the Partnership and received a distribution of €3.8 million. The detailed breakdown of the Group's 50% interest in the Central Park Limited Partnership joint venture is set out below:

 

 

9. Investment in joint venture (continued)

 

(i) Summarised income statement

 

Year ended 30 June 2015

 

 

Underlying

pre-tax

 

Capital and

other

50%

Central Park Joint Venture

100%

Central Park Joint Venture

 

€'000

€'000

€'000

€'000

 

 

 

 

 

Gross rental income

7,364

-

7,364

14,728

Spreading of tenant incentives/ rent free periods

369

-

369

738

Service charge income

1,443

-

1,443

2,886

 

_______

_______

_______

_______

Gross rental and related income

9,176

-

9,176

18,352

 

_______

_______

_______

_______

 

 

 

 

 

Net rental and related income

7,605

-

7,605

15,210

Fair value movement on investment properties

-

32,555

32,555

65,110

Fair value movement on derivatives

-

(119)

(119)

(238)

 

_______

_______

_______

_______

Operating profit

7,605

32,436

40,041

80,082

 

 

 

 

 

Finance expense

(2,587)

-

(2,587)

(5,174)

 

_______

_______

_______

_______

 

 

 

 

 

Profit on ordinary activities before tax

5,018

32,436

37,454

74,908

Income tax

-

-

-

-

 

_______

_______

_______

_______

 

 

 

 

 

Profit for the period after tax

5,018

32,436

37,454

74,908

 

 

 

 

Period ended 30 June 2014

 

 

Underlying

pre-tax

 

Capital and

other

50%

Central Park Joint Venture

100%

Central Park Joint Venture

 

€'000

€'000

€'000

€'000

 

 

 

 

 

Gross rental income

1,843

-

1,843

3,686

Spreading of tenant incentives/rent free periods

126

-

126

252

Service charge income

107

-

107

214

 

_______

_______

_______

_______

Gross rental and related income

2,076

-

2,076

4,152

 

_______

_______

_______

_______

 

 

 

 

 

Net rental and related income

1,916

-

1,916

3,832

Fair value movement on investment properties

-

(1,553)

(1,553)

(3,106)

 

_______

_______

_______

_______

Operating profit

1,916

(1,553)

363

726

 

 

 

 

 

Finance income

-

-

-

-

Finance expense

(936)

-

(936)

(1,872)

 

_______

_______

_______

_______

 

 

 

 

 

Profit/(loss) on ordinary activities before tax

980

(1,553)

(573)

(1,146)

Income tax

-

-

-

-

 

_______

_______

_______

_______

Profit/(loss) for the period after tax

980

(1,553)

(573)

(1,146)

 

 

 

 

 

 

         

 

9. Investment in joint venture (continued)

 

(ii) Summarised statement of financial position

 

 

At 30 June 2015

At 30 June 2014

 

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 properties

150,980

301,960

116,900

233,800

Financial asset

56

112

-

-

Current assets

47

94

1,259

2,518

Cash and cash equivalents

3,214

6,428

-

-

 

 

 

 

 

 

Gross assets

154,297

308,594

118,159

236,318

 

 

 

 

 

 

Current liabilities

(2,097)

(4,194)

(2,175)

(4,350)

Bank debt - non current

(74,326)

(148,652)

(74,100)

(148,200)

 

 

 

 

 

 

Gross liabilities

(76,423)

(152,846)

(76,275)

(152,550)

 

 

 

 

 

 

Net external assets

77,874

155,748

41,884

83,768

 

 

 

 

 

 

Represented by:

 

 

 

 

Shareholder loans

44,801

89,602

42,457

84,914

Share of profits/(losses)

33,073

66,146

(573)

(1,146)

 

 

 

 

 

 

Total investment

77,874

155,748

41,884

83,768

 

 

The Central Park Limited Partnership's 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 terms of the loan for a further two years. In July 2014, the Central Park Limited Partnership, 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, a 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 €74.3 million as at 30 June 2015 (2014: €74.1 million).

 

 

10. Trade and other receivables

 

2015

2014

 

€'000

€'000

Current

 

 

Trade receivables

1,169

-

VAT receivable

938

1,146

Prepayments

524

455

Other receivables

-

319

 

 

 

 

Total trade and other receivables

2,631

1,920

 

 

The Group's exposure to credit and market risks, and related impairment losses are disclosed in Note 17. The carrying value of all trade and other receivables approximates to their fair value.

 

Deposits paid

On 20 June 2014 the Group paid a deposit of €37.5 million in respect of contracts exchanged to acquire properties at George's Quay and George's Court in Dublin 2, and Westend Retail Park in Blanchardstown, Dublin 15. The purchase of these properties was completed on 20 October 2014.

 

 

11. Short term investments

 

2015

2014

 

€'000

€'000

 

 

 

Investments in money market fund

-

351,649

 

 

The money market fund was invested by BNP Paribas in a diversified portfolio of money market instruments and short term bond securities.

 

 

12. Share capital and share premium

 

 

Share

capital

Share

premium

 

Total

 

€'000

€'000

€'000

 

 

 

 

In issue at 23 June 2014

-

-

-

Shares issued during the period

66,697

643,109

709,806

Costs associated with issue

-

(25,168)

(25,168)

 

 

 

 

 

At 30 June 2014

66,697

617,941

684,638

Shares issued during the period

-

-

-

 

_________

_________

_________

 

 

 

 

At 30 June 2015

66,697

617,941

684,638

 

 

Authorised and issued share capital

 

 

 

 

2015

2014

Ordinary shares of €0.10 each

Number

Number

 

 

 

Authorised

1,000,000,000

1,000,000,000

 

 

 

 

Allotted, called up and fully paid

 

 

Issued for cash

666,969,696

666,969,696

 

 

 

 

In issue at 30 June

666,969,696

666,969,696

 

 

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

 

On incorporation the issued share capital of the Company was €40,000 divided into 400,000 ordinary shares of €0.10 each, which were subscribed for by Green Property Holdings Limited, a related party, and for which €40,000 was paid.

 

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

 

 

12. Share capital and share premium (continued)

 

The Company subsequently issued 309,600,000 ordinary shares on 17 July 2013, raising total proceeds of €309.96 million before commission, other fees and expenses of €10.4 million. These costs have been netted against the share premium account. Green Property Holdings Limited subscribed for 9,600,000 of these 309,600,000 new ordinary shares, paying €9.96 million, bringing its total holding to 10,000,000 ordinary shares for which a total of €10 million was paid.

 

Pursuant to a placing and open offer approved by shareholders on 1 May 2014, the Company issued 356,969,696 new ordinary shares at an issue price of €1.12 per new ordinary share, raising total proceeds of €399.8 million before commission, other fees and expenses of €14.8 million. Those costs have been netted against the share premium account.

 

 

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 accounting period.

 

For the period ended 30 June 2015 the Property Income of the Property Rental Business of the Group is calculated as follows:

 

2015

2015

2014

2014

 

€'000

€'000

€'000

€'000

 

 

 

 

 

Profit for the period after taxation

 

156,703

 

43,129

Less net movement on fair value of investment properties

 

 

 

 

- Group

113,803

 

36,836

 

- Central Park joint venture

32,555

(146,358)

(1,553)

(35,283)

 

 

 

Add back group share of fair value loss on derivative held in Central Park joint venture

 

119

 

-

Less realised gain on investment - property disposal

 

-

 

(644)

 

 

 

 

 

 

 

 

Property income of the Property Rental Business

 

10,464

 

7,202

 

 

 

 

 

 

 

 

85% thereof

 

8,894

 

6,122

 

 

 

 

The directors expect to declare and pay a dividend of 1.6 cents per share, a total dividend of €10.464 million, in the fourth quarter of 2015.

 

On 20 March 2015, the Company paid a dividend of €6.135 million (0.92 cent per Ordinary Share) in respect of the financial period ended 30 June 2014.

 

 

14. Earnings per share

 

Basic and diluted earnings per share

 

Profit attributable to ordinary shareholders

 

2015

2014

 

€'000

€'000

 

 

 

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

156,703

43,129

EPRA adjustment - deduction in fair value movement of investment properties

(146,358)

(35,927)

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

119

-

 

___________

___________

EPRA Profit for year

10,464

7,202

 

 

Weighted average number of ordinary shares

 

2015

2014

 

Number

Number

 

 

 

Effect of shares issued at incorporation, 24 June 2013

-

400,000

Effect of shares issued on 17 July 2013

-

290,406,469

Effect of shares issued 1 May 2014

-

57,730,948

Shares in issue during the year ended 30 June 2015

666,969,696

-

 

 

 

 

Weighted average number of ordinary shares - basic

666,969,696

348,537,417

 

 

 

 

Performance shares payable 31 December 2014- dilutive effect

1,655,629

-

Performance shares payable 30 June 2015 - dilutive effect

-

-

 

 

 

 

Weighted average number of ordinary shares - diluted

668,625,325

348,537,417

 

 

 

 

Basic earnings per share (cents)

23.5

12.4

Diluted earnings per share (cents)

23.4

12.4

EPRA earnings per share (cents)

1.6

2.1

 

 

The performance share payable are calculated based on a share price €1.51 which reflects the average share price calculation in the IMA. For the purposes of the diluted earnings calculation €5.0 million of the performance fee shares are deemed as issued on the 31 December 2014 (in line with interim accounts accruals) and therefore is included in weighted average shares calculation for half the year. The remaining performance fee shares are deemed as issued as at the 30 June 2015.

 

 

15. Net asset value per share

 

2015

2014

 

 

 

 

 

 

Net assets as at 30 June ('000)

€899,317

€727,767

EPRA Adjustment - Remove Group share of derivative held as part of Central Park joint venture

(€56)

-

 

___________

___________

EPRA Net Assets as at 30 June ('000)

€899,261

€727,767

 

 

 

 

Ordinary shares in issue at 30 June - basic net assets per shares

666,969,696

666,969,696

Performance fee shares - dilutive effect

13,895,291

-

 

___________

___________

Ordinary shares - diluted net asset per share

680,864,987

666,969,696

 

 

 

 

Basic NAV per share (cents)

Diluted NAV per share (cents)

134.8

132.1

109.1

109.1

EPRA NAV per share (cents)

132.1

109.1

 

 

 

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

 

The EPRA NAV per share excludes the net mark to market adjustment to the value of financial instruments which are used for hedging purposes and where the Company has the intention of keeping the hedge position until the end of the contractual duration and this EPRA NAV per share is calculated on a fully diluted basis. The dilutive effect of the Investment Manager performance fee at 30 June 2015 represents the number of shares that are issuable.

 

 

16. Trade and other payables

 

 

2015

2014

 

 

€'000

€'000

 

 

 

 

 

Accrual Expenditure

2,876

1,055

 

Deferred income

1,284

363

 

Rent and service charges received in advance

1,907

1,902

 

Service charge payables

157

333

 

Option liability

7,890

2,693

 

Other creditors

340

1,083

 

 

______

______

 

Total trade and other payables

14,454

7,429

 

 

 

 

 

 

 

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 30 June 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

2015

2014

Investment property

Annual rent per sq ft

33.29

33.29

ERV per sq ft

45.00

35.00

Equivalent yield %

6.40%

8.55%

Long term vacancy rate

0.00%

0.00%

 

 

 

 

 

Investment property - option

Equivalent Yield

+ 1%

Equivalent Yield

-1%

 

€'000

€'000

 

Valuation sensitivities

(4,560)

6,280

 

 

 

The estimated fair value of the option at 30 June 2015 of €7.9m (30 June 2014: €2.7 million) has been recorded as an option liability above and the net movement in the fair value of the option since its inception has been recorded in the net movement on revaluation of investment properties in the consolidated statement of comprehensive income (see note 4).

 

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

 

 

17. Financial instruments - risk management and fair value

 

Financial risk management

 

Overview

 

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

 

· credit risk

· liquidity risk

· market risk

 

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

 

Risk management framework

 

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

 

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

 

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

 

Fair value

No differences arose between the determined fair values of the financial assets and liabilities of the Group and their carrying amounts.

 

Option liability

The carrying value of the option liability amounts to €7.9 million as at 30 June 2015 (2014: €2.7 million). See note 16 for further details on its level 3 fair value.

 

The Group has not disclosed the fair values for other financial instruments not measured at fair value because their carrying amounts are a reasonable approximation of fair values.

 

Credit risk

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

 

 

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

 

Credit risk (continued)

 

Exposure to credit risk

 

Carrying amount

2015

2014

 

€'000

€'000

 

 

 

Trade and other receivables

2,631

39,420

Short term investments

-

351,649

Cash and cash equivalents

37,611

18,056

 

 

 

 

________

________

 

40,242

409,125

 

 

Trade and other receivables

 

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group is not exposed to any concentration of revenue with any one customer.

 

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

 

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

 

All receivables were deemed current at 30 June 2015 and no impairment allowance was considered necessary.

 

 

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

 

Credit risk (continued)

 

Short term investments and deposits

 

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

 

Cash and cash equivalents are held in current and short term Bank of Ireland bank accounts with a minimum Standard & Poor credit rating of BB+ to fund trade and other payables.

 

Liquidity risk

 

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

 

The Group monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables and capital commitments. All trade and other payables at 30 June 2015 are considered current with the expected cash outflow equivalent to their carrying value.

 

Detailed below are the contractual maturities of the Group's financial liabilities:

 

Group

Carrying

Contractual

6 months

6 - 12

1 - 2

2 - 5

 

amount

cash flows

or less

months

years

years

 

€'000

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

At 30 June 2015

 

 

 

 

 

 

Non derivatives

 

 

 

 

 

 

Borrowings

19,423

22,271

218

218

436

21,399

Accruals

2,822

2,822

2,822

-

-

-

Service charge payables

234

234

234

-

-

-

Investment manager base fee

2,248

2,248

2,248

-

-

-

 

 _____

______

______

______

_____

_____

 

Group

Carrying

Contractual

6 months

6 - 12

1 - 2

2 - 5

 

amount

cash flows

or less

months

years

years

 

€'000

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

At 30 June 2014

 

 

 

 

 

 

Non derivatives

 

 

 

 

 

 

Accruals

898

898

898

-

-

-

Service charge payables

333

333

333

-

-

-

Investment manager base fee

1,818

1,818

1,818

-

-

-

 

 _____

______

______

______

_____

_____

 

 

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

 

Market risk

 

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

 

At 30 June 2015, the Group's only derivative was held through its joint venture, where an interest rate cap was purchased in July 2014 which capped the Euribor rate element of its interest at 2%.

 

Interest Rate Risk

 

At 30 June 2015 the Group had a revolving credit facility ("RCF") with Barclays bank that had a principal drawn balance of €20.7 million and an overall interest rate of Euribor + 2.0% and the Group's joint venture held a loan of €150.0 million with Bank of Ireland that had an interest rate of Euribor + 3.0%. The Group's interest on the RCF was €0.5 million on an EIR basis for the period and the Group's share of the interest expense on the Bank of Ireland loan was €2.6 million or the period.

 

An increase or decrease in the interest rate by 10 basis points will result in an increase/decrease of interest payable of €0.1 million on debt of €95.7 million, on an annualised basis.

 

The Group is also exposed to interest rate risk on its cash and cash equivalents and short term investments. These balances attract low interest rates and therefore a relative increase or decrease in their interest rates would not have a material effect on profit or loss.

 

Currency risk

 

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

 

Capital management

 

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. At 30 June 2015, capital consists entirely of equity. The Board monitors the return on capital as well as the level of dividends to ordinary shareholders. Subject to distributable reserves, it is the policy of the Company to distribute at least 85% of the Property Income of its Property Rental business for each accounting period.

 

 

18. Borrowings

 

30 June

30 June

 

2015

2014

 

€'000

€'000

 

 

 

Revolving credit facility

19,423

-

 

 

During the year the Company entered into a revolving credit facility with Barclays for an initial commitment of €150 million at an interest rate of Euribor + 2.0%. This facility includes an option for the Company to increase the commitments to €290 million. The first drawdown by the Company in December 2014 amounted to €19.4 million with a subsequent drawdown of €1.3 million in June 2015 leaving a balance of €20.7 million as at the 30 June 2015. The amount presented in the financial statements is net of initial arrangement fees and associated costs of €1.6 million. The facility is repayable by December 2018 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).

 

19. Related parties

 

(a) Subsidiaries

 

The Company's subsidiaries are detailed in Note 20.

 

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.

 

The Company has provided its subsidiaries with €704.0 million (2014: €288.2 million) in cash to fund their activities.

 

(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.

 

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.

 

19. Related parties (continued)

 

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

 

 

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 €8.1 million (2014: €3.4 million) (excluding VAT). The Company paid Green Property REIT Ventures €7.7 million during the period in relation to the base fee and at 30 June 2015 the Company owed Green Property REIT Ventures €2.3 million in respect to 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 annual 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.

 

19. 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 accounted for as a share based payment arrangement, as described in the accounting policies. 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 performance fee payable to the Investment Manager for the year ended 30 June 2015 is €20.9 million (2014: €Nil). The fee will be settled by way of an issue of 13,895,291 number of Ordinary Shares to the Investment Manager based on the average share price of €1.51 for the 20 business days following the end of the accounting period.

 

The Ordinary Shares issued pursuant to performance fee arrangement are subject to a lock up period as follows:

(a) One third shall be subject to a lockup period of 18 months from date of issue

(b) One third shall be subject to a lock up period of 30 months from date of issue, and

(c) One third shall be subject to a lock up period of 42 months from date of issue.

 

The provisions permitting releases from the lock up arrangements will be suspended if EPRA NAV falls below the gross proceeds on the issue of ordinary shares, which at 30 June 2015 amounted to €710 million.

 

(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. At 30 June 2015, GP Holdings Ltd held 10,000,000 Ordinary shares of the Company. GP Holdings also shares common directors with Green REIT Plc.

 

GP Holdings incurred incorporation and set up costs, travel and subsistence costs in connection with the establishment of the Company totalling €0.1 million. These costs were third party costs and were charged at cost by GP Holdings to the Company.

 

(d) Green Property Management Ltd (Subsidiary of GP Holdings 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 30 June 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 30 June 2015.

 

(e) Directors and key management personnel

 

The key management personnel of the Company are the directors. During the year to 30 June 2015, the Company incurred directors' fees, including taxes and expenses of €270k. There is no other key management compensation paid by the Company.

 

 

20. Group entities

 

The Company's principal subsidiaries as at 30 June 2015 are set out below. All of the Company's subsidiaries are resident in Ireland, with their registered address at Styne House, Upper Hatch Street Dublin 2. All group entities trade and operate in Ireland only.

 

 

Group company

Company's direct holding

Nature of business

Properties held

Green REIT (ROI) Ltd

100%

Property Investment

INM Building

Classon House

Fitzwilliam Hall

Parkway Retail Park

Globe Retail Park

Parnell Car Park

1-2 College Green

4-5 College Green

76-78 Harcourt Street

31-36 Ormond Quay

Green REIT (BR) Ltd

100%

Property Investment

2 Burlington Road

Green REIT Mount Street Ltd

100%

Property Investment

84-93 Lower Mount Street

Green REIT Horizon Ltd

100%

Property Investment

Horizon Logistic Park & Lands

Green REIT Arena Ltd

100%

Property Investment

The Arena Centre

Green REIT (Molesworth Street) Ltd

100%

Property Investment

30-33 Molesworth Street

Green REIT (Central Park) Ltd

100%

Property Investment

50% investment in JV that holds commercial properties at Central Park, Sandyford.

Green REIT (HR) Ltd

100%

Property Investment

4-5 Harcourt Road

Green REIT (George's Quay and Court) Ltd

100%

Property Investment

Block A, E&F George's Quay and George's Court

Green REIT (Westend) Ltd

100%

Property Investment

Westend Retail Park, Office Park and Commercial Village

Green REIT (Dawson St) Ltd

100%

Property Investment

13-17 Dawson Street

 

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

 

 

 

21. Operating lease arrangements

 

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

 

 

2015

2014

 

 

€'000

€'000

 

 

 

 

 

Not later than a year

50,712

28,283

 

Later than one year but not more than five years

121,755

78,042

 

More than five years

111,427

69,616

 

 

 

 

283,894

175,941

 

 

 

 

 

 

 

       

22. Subsequent events

 

There were no events subsequent to the year-end that require adjustment to or disclosure in the financial statements.

 

23. Capital commitments

 

On the 14 May 2015, the Group entered into a contract with Albert Quay Property Limited ('the Vendor') whereby it committed to purchase One Albert Quay in Cork. Under the terms of this agreement the Group will pay the Vendor €25.4 million upon practical completion of the building or shortly thereafter. Practical completion of the building is expected in March 2016. Under the agreement further payments of between €25.0 million and €26.6 million will be paid to the Vendor depending on whether certain predetermined criteria are met. The final payment due to the Vendor will be paid on the first anniversary of practical completion of the building, which is expected to be March 2017.

 

On the 8 June 2015, the Central Park Limited Partnership entered into a construction contract for the construction of Block H, Central Park, in Leopardstown, Co. Dublin. The Group's subsidiary, Green REIT (Central Park) Ltd will be required to fund the Group's share of the further development costs of approximately €22 million over the next 18 months.

 

 

24. Contingent liabilities

 

The Group is not aware of any contingent liabilities that should be disclosed in these financial statements.

 

 

COMPANY INFORMATION

 

 

 

Directors Gary Kennedy (Chairman)

(all non executives) Pat Gunne

Jerome Kennedy

Gary McGann

Stephen Vernon (British)

Thom Wernink (Dutch)

 

 

Secretary Mark Munro

 

 

Registered office Styne House

Hatch Street Upper

Dublin 2

 

 

Investment Manager Green Property REIT Ventures Ltd.,

Styne House

Hatch Street Upper

Dublin 2

 

 

Auditors KPMG

Chartered Accountants

1 Stokes Place

St. Stephen's Green

Dublin 2

 

 

Solicitors Arthur Cox

Earlsfort Centre

Earlsfort Terrace

Dublin 2

 

 

Principal Bankers Bank of Ireland,

39 St. Stephen's Green

Dublin 2

 

 

Valuers CBRE

Connaught House

1 Burlington Road

Dublin 2

 

Jones Lang LaSalle Ltd.,

Styne House

Hatch Street Upper

Dublin 2

 

 

GLOSSARY OF TERMS

 

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

 

"Adjusted earnings per share (EPS)"

Earnings per share based on revenue profit after related tax.

 

"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 location 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 metres

 

"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

 

"multifamily"

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 perimetre 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 and the end of each financial 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

 

This Annual Report and 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 Report. 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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR PKQDKKBKBPCK
Date   Source Headline
14th Nov 20196:12 pmRNSScheme is Effective and Completion of Acquisition
14th Nov 20193:30 pmRNSForm 8.3 - Green REIT plc
14th Nov 20193:23 pmBUSForm 8.3 - Green REIT plc
14th Nov 20193:20 pmRNSForm 8.3 - Green REIT Plc
14th Nov 20192:22 pmGNWForm 8.3 - [Green REIT Plc]
14th Nov 20191:48 pmRNSForm 8.3 - GREEN REIT PLC
14th Nov 201912:57 pmBUSForm 8.3 - Green REIT plc
14th Nov 201911:12 amRNSGreen REIT plc 38.5a
14th Nov 201911:11 amRNSGreen REIT plc 38.5b
14th Nov 20199:57 amRNSForm 8.3 - Green REIT plc
14th Nov 20199:53 amRNSForm 38.5a Green REIT plc
14th Nov 20198:19 amRNSForm 8.3 - Green REIT plc
13th Nov 20193:38 pmRNSForm 8.3 - GN1 ID
13th Nov 20193:20 pmRNSForm 8.3 - Green REIT Plc
13th Nov 20193:13 pmBUSForm 8.3 - Green REIT plc
13th Nov 20192:33 pmRNSForm 8.3 - Green REIT plc
13th Nov 20191:12 pmBUSFORM 8.3 - GREEN REIT PLC
13th Nov 201911:01 amRNSGreen REIT plc 38.5a
13th Nov 20198:49 amRNSForm 8.3 - Green REIT PLC
13th Nov 20198:49 amRNSForm 38.5a Green REIT plc
12th Nov 20193:25 pmBUSForm 8.3 - Green REIT plc
12th Nov 20193:20 pmRNSForm 8.3 - Green REIT Plc
12th Nov 20192:29 pmBUSForm 8.3 - Green REIT plc
12th Nov 20191:08 pmRNSForm 8.3 - Green REIT PLC
12th Nov 201910:38 amRNSGreen REIT plc 38.5a AMENDMENT
12th Nov 201910:38 amRNSGreen REIT plc 38.5a AMENDMENT
12th Nov 201910:35 amRNSGreen REIT plc 38.5b
12th Nov 201910:35 amRNSGreen REIT plc 38.5a
12th Nov 20199:47 amRNSForm 8.3 - Green REIT PLC
12th Nov 20199:44 amRNSForm 38.5a Green REIT plc
11th Nov 20193:30 pmRNSForm 8.3 - Green REIT plc
11th Nov 20193:20 pmRNSForm 8.3 - Green REIT Plc
11th Nov 20193:09 pmBUSForm 8.3 - Green REIT plc
11th Nov 20192:43 pmRNSForm 8.3 - Green REIT Plc
11th Nov 20192:16 pmEQSForm 8.3 - The Vanguard Group, Inc.: Green REIT plc
11th Nov 201912:19 pmBUSFORM 8.3 - GREEN REIT PLC
11th Nov 201911:54 amRNSForm 38.5a Green REIT plc
11th Nov 201910:56 amRNSGreen REIT plc 38.5b
11th Nov 201910:55 amRNSGreen REIT plc 38.5a
11th Nov 201910:40 amRNSForm 8.3 - Green REIT PLC
11th Nov 20198:42 amRNSForm 8.3 - Green REIT plc
8th Nov 20193:20 pmRNSForm 8.3 - Green REIT Plc
8th Nov 20193:16 pmBUSForm 8.3 - Green REIT plc
8th Nov 20192:39 pmGNWForm 8.3 - Green REIT plc
8th Nov 20192:10 pmBUSFORM 8.3 - GREEN REIT PLC Replacement
8th Nov 20191:09 pmBUSForm 8.3 - GREEN REIT PLC
8th Nov 20191:03 pmRNSHolding(s) in Company
8th Nov 20191:02 pmRNSHolding(s) in Company
8th Nov 201910:56 amRNSGreen REIT plc 38.5a AMENDMENT
8th Nov 201910:47 amRNSGreen REIT plc 38.5a

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