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Preliminary Results

12 Mar 2015 07:00

RNS Number : 2199H
Secure Income REIT PLC
12 March 2015
 



 

 

 

Results for the nine months ended 31 December 2014

 

 

 

Secure Income REIT Plc (the "Company" or the "Group"), the specialist long term income UK REIT, today announces its maiden preliminary results since its admission to AIM, covering the nine month period ended 31 December 2014.

 

 

Highlights

 

EPRA net asset value per share up 50% in seven months since listing to 258.5 pence

 

Portfolio valuation up 11.6% since listing to £1.63 billion; net initial yield of 5.4% and an equivalent yield of 7.0%

 

Weighted average unexpired lease term of 25.1years, with 57% of passing rent subject to annual fixed uplifts and 43% of passing rent subject to RPI linked upwards only rent reviews

 

Net loan to value ratio of 70%, down from 80% at listing, providing gearing in a strong investment market

 

50% of passing rent guaranteed by Merlin Entertainments Plc, the second largest operator of visitor attractions in the world with a market capitalisation of £4.3 billion*, making it the 95th largest FTSE company

 

48% of passing rent guaranteed by Ramsay Healthcare Limited, with a market capitalisation of £6.9 billion*, listed on the Australian Stock Exchange and one of the five largest private hospital groups in the world

 

 

31 December 2014

Pro forma on listing

5 June 2014

(unaudited)

EPRA net asset value per share

258.5p

172.0p

EPRA net asset value

£466.2m

£289.0m

Net asset value

£344.3m

£121.0m

Adjusted EPRA earnings per share

6.7p

n/a

 

 

Martin Moore, Independent Non-Executive Chairman of the Company, commented: "Since listing we have continued to see growing demand for assets with high quality, long term income streams in alternative property sectors and this momentum, coupled with our strategy of being geared into market recovery, has led to the exceptional maiden annual results we are able to report today."

 

12 March 2015

 

* as at 11 March 2015

 

ENQUIRIES:

 

Prestbury Investments LLP Tel: 020 7647 7647

Nick Leslau

Mike Brown

Sandy Gumm

 

FTI Consulting Tel: 020 3727 1000

Richard Sunderland

Claire Turvey

 

Stifel Nicolaus Europe (Nominated Adviser and Broker) Tel: 020 7710 7600

David Arch

Mark Young

Tom Yeadon

 

Notes to Editors

Secure Income REIT Plc is a UK REIT specialising in generating long term, inflation protected, secure income from real estate investments. Its investment strategy is designed to satisfy investors' growing requirements for high quality, secure, inflation protected income flows. The Group owns a freehold portfolio of 28 well established operating real estate assets including some of the UK's top visitor attractions and theme parks: namely Madame Tussauds in London, Alton Towers theme park and hotel, Thorpe Park and Warwick Castle, as well as 21 private hospitals in the UK.

 

Forward looking statements

This document includes forward looking statements which are subject to risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that if risks and uncertainties materialise, or if the assumptions underlying any of these statements prove incorrect, the actual results of operations and financial condition of the Group may differ materially from those made in, or suggested by, the forward looking statements. Other than in accordance with its legal or regulatory obligations, the Company undertakes no obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward looking statements to reflect events that occur or circumstances that arise after the date of this document.

 

 

 

Chairman's Statement

 

 

I am delighted to report exceptional maiden annual results with a 50% rise in EPRA NAV per share in just seven months since listing.

 

The Group owns over £1.6 billion of high quality freehold properties which enjoy a rare combination of annual rental uplifts secured against strong covenants on very long leases, with average unexpired lease terms of over 25 years. Such assets are increasingly valued in a world of extraordinarily low interest rates and bond yields, where investors are finding it extremely difficult to earn a reasonable level of income return. We are now witnessing bond yields turning negative in a number of European countries whilst interest rates are not only at their lowest in the UK since the Bank of England commenced setting rates in 1694, but have remained at this level for six years - the longest period without change for over 60 years.

 

The yield profile of the 31 December 2014 valuation shows the net initial yield of 5.4% rising shortly to 5.5% in early May following the fixed annual uplifts of our healthcare rents and to 5.6% eight weeks later following the uplift of rents on our UK leisure assets. Valuation yields understate the income return actually earned by the Group as they make a hypothetical allowance for purchaser's costs in the event the properties are sold. In practice, the income return we enjoy from our properties is higher: 5.7% today, forecast to rise to 5.9% by July based on the same year end valuation.

 

We consider this to be a very attractive level of return for income of 25 years duration, 98% of which is secured on the parent guarantees of two strong global businesses in Ramsay Health Care Limited and Merlin Entertainments Plc, which are valued at £6.9 billion and £4.3 billion respectively. The commercial property market (represented by the IPD UK Quarterly Index at the same 31 December 2014 valuation date) has an initial yield of 5.1% but with much less income security with an average unexpired lease term of just over 10 years. The benefit of the Group's guaranteed uplifts is reflected in the portfolio's equivalent yield, which stands at 7.0% against IPD at 6.1%.

 

I would add that the combination of long income duration and rising rents is not only well sought after in the current market but also proved highly resilient in more difficult economic circumstances, with the portfolio showing a return that is some 6.5% per annum higher than the IPD UK Quarterly Index during its period of private ownership from purchase in mid-2007 to listing.

 

A feature of the London market has been an exceptional level of interest from overseas investors and, following a number of unsolicited approaches, in February we chose to market our freehold interest in Madame Tussauds in Marylebone Road. This is one of London's top visitor attractions and an iconic property, available on the market as an individual asset for the first time since the business started trading on this site 130 years ago. While the Group's strategy remains firmly to invest in and hold for the long term high quality assets with long term income characteristics, Madame Tussauds is our largest asset and with the London market so buoyant we felt we must explore this sale opportunity to ensure we continue to optimise shareholder returns. If successful, the sale would improve the income return on the remainder of the portfolio.

 

A corollary of a highly competitive market is that suitable acquisition opportunities have proved both scarce and competitively priced. I made the point in our interim results that the Board not only chooses to be patient in waiting for the right investment opportunity but that it can afford to be so, with no dilution of returns given that it holds little cash on its balance sheet. Indeed, the Group was floated with a high level of leverage in a rising market with the anticipation that this would augment shareholder returns. This has certainly proved to be the case since listing, with a valuation gain of 11.6% leading to a 50% EPRA NAV per share increase. It has also reduced our net loan to value ratio from 80% to 70%, and if Madame Tussauds is sold this will significantly reduce our levels of net borrowings, as this property has a value in excess of £300 million and represents 19% of our property portfolio.

 

With interest rates at historic lows, it makes sense for us to investigate whether an early refinancing of the portfolio would be in shareholders' best interests. This would present an opportunity to lock into lower interest rates for a longer period, but at the cost of breaking our interest rate swaps which otherwise expire in 2017 when the associated debt matures. An early refinancing should bring forward the date we could commence paying a dividend ahead of our previous indication of 2017. We will report further to shareholders if our investigations lead us to conclude that an early refinancing is in the best interests of shareholders.

 

In the meantime we note that the search for yield has continued to drive up values over the opening months of this year which provides a favourable backdrop for the Group's activities during 2015.

 

Results and financial position

The financial statements presented in this results announcement are for a nine month period ended 31 December 2014 with comparative figures at 31 March 2014, which predates the listing of the Company. The 31 March 2014 figures present the capital structure as it was prior to our listing on 5 June 2014 and consequently comparisons to the prior period are not particularly meaningful. Therefore we highlight in this report the growth in EPRA NAV per share since listing, when the current capital structure took effect. The growth achieved in that seven month period is 50%, which is driven principally by the 95.3 pence per share property valuation uplift and 37.2 pence per share of rent net of property costs. After all financing and running costs of the Group, an increase in shareholder value of 86.5 pence per share since listing has been achieved. The portfolio uplift of 11.6% translates into significant NAV per share performance through the strategy of being geared into the recovery as detailed in our previous statements.

 

The Group's 6.7 pence of adjusted EPRA earnings per share comprises 1.9 pence per share attributable to the period up to and including listing and 4.8 pence per share attributable to the period post listing, which is made up as follows:

 

Period from 5 June to

31 December 2014

Pence per share

Rental income net of property outgoings

37.2

Net finance costs

(29.9)

Administrative expenses and corporate costs

(2.2)

Tax

(0.3)

Adjusted EPRA EPS since listing

4.8

 

Further details of the Group's capital structure and performance are set out in the Strategic Report and the Investment Adviser's Report.

 

Outlook

The world currently lacks an adequate supply of investments able to generate a safe and secure income stream at reasonable levels. The resultant search for yield is driving up the prices of those remaining assets that share such characteristics and this is likely to continue whilst most countries around the world maintain low interest rates and QE supresses bond yields. Of course there is always the possibility that events steer markets off course, but the early months of 2015 have seen a further continuation of this trend, which augurs well for the Company.

 

Martin Moore

Chairman

12 March 2015

 

Strategic Report

 

 

Business review

Key performance indicator - EPRA NAV per share

The principal financial outcome that the Board seeks to achieve is attractive growth in shareholder returns. Progress towards this objective is specifically measured through growth in EPRA NAV, which is a measure of the fair value of a company on a long term basis, ignoring the impact of hedging valuations and any deferred tax.

 

As the reporting period includes results both before and after listing, and as the capital structure of the Group prior to listing was very different to the structure since then, we believe that the most appropriate measure of growth for shareholders is progress in EPRA NAV per share since listing. The Group's EPRA NAV per share at 31 December 2014 was 258.5 pence, which represents a 50% increase over the unaudited pro forma EPRA NAV as at listing. In an effort to fairly reflect the capital reorganisation and effects of the listing, the following table summarises growth in EPRA NAV as adjusted for the reorganisation and listing.

Nine months to 31 December 2014

Pence per share

EPRA NAV per share at 1 April 2014 adjusted for current capital structure

176.1

Investment property revaluation

95.3

Performance fee

(20.1)

Rental income* less finance and administrative costs

8.5

Tax

(0.9)

Currency translation movements

(0.4)

EPRA NAV per share at 31 December 2014

258.5

* including 6.7 pence from the impact of rent smoothing adjustments in the period, arising from the Group's accounting policy to spread the impact of fixed rental uplifts evenly over the whole term of relevant leases, in accordance with SIC 15 "Operating Leases - Incentives". The impact of this accounting treatment is to reflect a receivable, included in the book value of investment property, for the amount of rent included in the income statement ahead of actual cash receipts. In order that the rent smoothing receivable does not, in combination with the book value of the investment properties, overstate the value of the property portfolio, any movement in the rent smoothing receivable is offset against property revaluation movements.

 

Key performance indicator - adjusted EPRA earnings per share

The Company intends to make distributions to shareholders once it generates sufficient profits. In order to monitor its ability to make distributions, the Board uses the Group's adjusted EPRA earnings per share as a key performance indicator. EPRA EPS excludes investment property revaluations, fair value movements in interest rate derivatives and deferred tax to give a measure of underlying earnings from core operating activities. An adjusted EPRA EPS figure is presented, also excluding any performance fee as that is largely derived from investment property revaluations, and the non-recurring costs of the reorganisation and listing, as the Board believes this enables a more consistent comparison of underlying earnings:

At or prior to listing in

June 2014

Pence per share

Since listing in June 2014

Pence per share

Nine months to 31 December 2014

Pence per share

Rental income net of property outgoings

11.5

37.2

48.7

Net finance costs

(10.0)

(29.9)

(39.9)

Performance fee

-

(21.1)

(21.1)

Administrative expenses and corporate costs

(1.8)

(2.2)

(4.0)

Tax

(0.4)

(0.3)

(0.7)

Unwinding discount on shareholder loans net of deferred tax (note 5)

0.8

-

0.8

EPRA EPS

0.1

(16.3)

(16.2)

Performance fee

-

21.1

21.1

One-off costs of reorganisation and listing

1.8

-

1.8

Adjusted EPRA EPS

1.9

4.8

6.7

 

Further details of the Group's financial performance are given in the Investment Adviser's Report.

 

Principal risks and uncertainties

 

Risk

Impact on the Group

Mitigation

Property valuation movements

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

 

Investment properties make up the majority of the Group's assets, so changes in their value can have a significant impact on EPRA NAV.

 

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

 

The Board's objective is to seek to structure the Group's capital such that gearing is appropriate having regard to market conditions.

 

Tenant risk

During the period the Group derived its rental income from three tenants with three guarantors, two of which accounted for 98% of passing rent.

 

There can be no guarantee that they will remain able to comply with their obligations throughout the term of the relevant leases.

 

 

A default of lease obligations would have a material impact on the Group's revenue and hence its EPRA EPS, particularly as the specialised use of the properties may mean that re-letting takes time.

 

Investment property valuations reflect the valuer's assessment of the future security of income. A loss of income would therefore impact EPRA NAV.

 

 

The lease guarantors are all listed companies with capital structures considered appropriate by the Board and with impressive long term earnings growth and share price track records.

 

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

 

Borrowing

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

 

In the event of a breach of covenant, the Group may be required to pay higher interest costs or to make early repayment of borrowings in whole or in part, which would affect EPRA EPS.

 

The Group might also be required to terminate some or all of its interest rate hedging instruments which could result in a cash cost, impacting EPRA NAV.

 

Where the Group is unable to make repayment out of existing cash resources, it may be forced to sell assets to repay part or all of the Group's debt. It may be necessary to sell assets at below book value, which would impact EPRA NAV.

 

 

There are no loan to value tests over the remaining term of the facilities.

 

The Board reviews compliance with interest cover covenants every quarter, including look forward tests for at least twelve months, and considers that there is sufficient headroom on relevant loan covenants.

 

Access to financing

The Group's debt facilities are due for repayment in May and July 2017. This is likely to require new debt finance, asset sales, equity issues or a combination of these sources of finance.

 

Access to such financing will depend on market conditions at the time.

 

 

The Group will be dependent upon access to financing from debt or equity markets or through asset sales to meet its repayment obligations. An inability to repay the debt in full could mean a reduction in the value of shareholders' equity.

 

Debt finance may only be available at a higher interest cost, impacting EPRA EPS, while it may be necessary to sell assets at below book value, which would impact EPRA NAV.

 

 

The Board periodically reviews the availability of finance and the refinancing options available.

 

There is very material equity value in the portfolios providing flexibility to conduct asset sales or other capital raising if necessary in the event that debt markets are not favourable at the time of refinancing.

 

 

Risk

Impact on the Group

Mitigation

Interest rate risk

The Group has borrowed on a variable rate basis, with rates effectively fixed by way of interest rate swaps, and is therefore exposed to changes in interest rates in the event that swaps are terminated prior to maturity in mid 2017.

 

 

The current low interest rate environment has given rise to a significant theoretical mark to market liability relating to the Group's hedging instruments. This does not represent a cash liability unless and until the instruments are terminated, but in that case would be a cash cost that would impact EPRA NAV and EPRA EPS.

 

The Board periodically monitors the position of the loans and associated derivatives to ensure that the hedging remains effective. The Group's policy is that any future variable rate borrowing should also be appropriately hedged.

 

The Board will consider the cost of terminating any derivatives with a view to only incurring such costs if it results, overall, in a beneficial outcome for shareholders.

 

Exchange rate risk

The Group prepares its financial statements in Sterling but some of its business is conducted in Germany, where both assets and liabilities are Euro denominated, so it is subject to foreign currency exchange risk from exchange rate movements between Sterling and the Euro.

 

 

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

 

Exchange rate risk is partially hedged through the use of Euro denominated assets and liabilities, limiting the exposure to the Euro net asset value which at the year end rate of €1:£0.77877 amounts to just over 4% of EPRA NAV.

Tax risk

The Group is subject to the UK REIT regime. A failure to comply with UK REIT conditions resulting in the loss of this status would make the whole Group subject to UK corporation tax.

 

 

If subject to UK corporation tax, the Group's current tax charge would increase, impacting EPRA EPS.

 

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

Liquidity risk

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

 

 

A breach of covenant, or the insolvency of the Group as a whole or an individual entity, could result in a loss of net assets, impacting EPRA NAV and EPRA EPS.

 

Unless there is a tenant default (discussed under tenant risk above) the Group's cash flows are generally highly predictable. The cash position is reported to the Board quarterly; projections at least two years ahead are included in the Group budget and are updated for review when the interim and annual reports are approved.

 

 

Investment Adviser's Report

 

 

Prestbury Investments LLP advises Secure Income REIT Plc and is pleased to report on the operations of the Group for the nine months ended 31 December 2014. Consistent with the Chairman's Statement and Strategic Report, we focus in this report on results since listing last June.

 

The portfolio

The portfolio throughout the period to 31 December 2014 comprised 28 properties with secure, long term income and contractual uplifts derived from tenants whose businesses offer global spread and have performed very well over many years, demonstrating their strong defensive qualities.

 

Healthcare assets (50% of portfolio value)

The healthcare assets comprised 21 freehold private hospitals located throughout England, 20 of which are let to a subsidiary of Ramsay Health Care Limited, the listed Australian healthcare company, and the other to Groupe Sinoue, a French company specialising in mental health. The hospitals let to Ramsay comprise 96% of the healthcare assets' passing rent and 95% of their fair value.

 

The Ramsay hospitals are let on full repairing and insuring leases with a term to expiry at 31 December 2014 of 22.4 years without break. The rent increases by a fixed 2.75% per annum throughout the lease term in May each year, except in 2017 when it is increased to the higher of 2.75% or 88.5% of 65% of site earnings before interest, tax, depreciation, amortisation, rent and head office costs, and every fifth year thereafter when it is increased to the higher of 2.75% or open market value. The rent from the Ramsay hospitals is currently £45.9 million per annum.

 

The leases on the Ramsay hospitals are all guaranteed by Ramsay Health Care Limited, Australia's largest hospital operator, one of the top five private hospital operators in the world and a constituent of the ASX 50 index of Australia's largest companies, with a market capitalisation at 11 March 2015 of £6.9 billion.

 

The tenant's rental obligations with regard to the central London psychiatric hospital in Lisson Grove are guaranteed by Orpea SA, the parent company of the Orpea Group, a leading European operator of nursing homes, post-acute care and psychiatric care, listed on Euronext Paris with a market capitalisation at 11 March 2015 of £2.6 billion. Orpea owns 45% of Group Sinoue.

 

With a current rent of £1.8 million per annum, the Lisson Grove hospital accounts for 2% of the Group's passing rent, and represents 2% of the gross property assets. The rent increases each year by 3%. A reversionary lease will take effect on expiry of the existing lease in May 2037 and extend the term by a further seven years, with fixed rental increases of 3% per annum throughout this extended term.

 

Total healthcare rent is currently £47.7 million per annum.

 

Leisure assets (50% of portfolio value)

The leisure assets comprise five well known visitor attractions and two hotels, located in England and Germany. The properties are all let to subsidiaries of Merlin Entertainments Plc, the guarantor of the leases. Merlin is a leisure group listed on the London Stock Exchange's FTSE 250 index with a market capitalisation at 11 March 2015 of £4.3 billion. Measured by the number of visitors, it is Europe's largest and the world's second largest operator of leisure attractions.

 

The UK leisure assets are:

 

· Madame Tussauds London

· Alton Towers theme park and the Alton Towers Hotel

· Thorpe Park theme park

· Warwick Castle

 

In addition the leisure portfolio includes two German assets: Heide Park theme park and the Heide Park hotel, both located in Soltau, Saxony. The German assets, which generate Euro denominated rents, make up 11% of the leisure portfolio passing rent and 5% of the total Group rent.

 

Across the leisure portfolio the visitor attractions account for 88% of the passing rent and 89% of fair value, with hotels making up the balance.

 

The average unexpired lease term of the leisure assets is 27.5 years and the tenants have two rights to renew these leases for 35 years at the end of each term. The leases are full repairing and insuring leases and there are no break options. There are upwards only uncapped RPI-linked rent reviews every June throughout the term for the UK leisure portfolio and fixed annual increases of 3.34% every July throughout the term for the German properties. The 2014 rent reviews resulted in an average increase of 2.5% in the RPI-linked rents of the leisure assets, with the total rent currently £45.5 million per annum, including £5.0 million of Euro denominated German rents at a rate of €1:£0.77877.

 

Portfolio valuation yields at 31 December 2014

London

Rest of UK

Germany

Total

Healthcare:

Net initial yield

4.4%

5.6%

n/a

5.6%

Equivalent yield

5.8%

6.8%

n/a

6.8%

Reversionary yield

4.5%

5.8%

n/a

5.7%

Leisure:

Net initial yield

4.8%

5.5%

6.5%

5.3%

Equivalent yield

6.5%

7.4%

8.7%

7.2%

Reversionary yield

4.9%

5.6%

6.8%

5.4%

Total portfolio:

Net initial yield

4.7%

5.6%

6.5%

5.4%

Equivalent yield

6.4%

7.0%

8.7%

7.0%

Reversionary yield

4.8%

5.7%

6.8%

5.6%

Weighted average unexpired lease term

27.8 years

24.2 years

27.6 years

25.1 years

 

Portfolio valuation by location

 

Healthcare

Leisure

Total

31 December

2014

£m

31 March

2014

£m

31 December

2014

£m

31 March

2014

£m

31 December

2014

£m

31 March

2014

£m

Fair value change over nine months

London

39.2

32.7

309.3

286.7

348.5

319.4

9.1%

Rest of UK

773.8

694.8

431.0

376.5

1,204.8

1,071.3

12.5%

Germany at constant Euro exchange rate

-

-

76.5

66.7

76.5

66.7

14.7%

Movement in Euro exchange rate

-

-

(4.4)

n/a

(4.4)

n/a

(6.6)%

813.0

727.5

812.4

729.9

1,625.4

1,457.4

11.5%

 

Portfolio valuation uplift in the period

The healthcare investment property valuations at 31 December 2014 reflect a weighted average net initial yield of 5.6% compared to 6.2% at 31 March 2014, resulting in a valuation uplift of £85.5 million (11.8%) in the period. The rental uplifts in May 2014 had already been reflected in the 31 March 2014 valuation.

 

The leisure investment property valuations at 31 December 2014 reflect a weighted average net initial yield of 5.3% compared to 5.8% at 31 March 2014. The net initial yield for the UK leisure assets is 5.2% compared to 5.6% at 31 March 2014 which, together with a 2.5% RPI rental uplift on 24 June 2014, has resulted in a valuation uplift of £77.1 million (11.6%) in the period. The fixed 3.34% rental income uplift on the German assets in July 2014 was reflected in the valuation at 31 March 2014, but a fall in the net initial yield from 7.3% to 6.5% has resulted in an uplift of €11.8 million (14.7%) in the Euro denominated valuation of those properties; currency translation movements have, however, reduced the Sterling equivalent by £4.4 million (6.6%), resulting in a net valuation uplift of £5.4 million (8.1%) in the German leisure assets over the period. Across the whole leisure portfolio, there has therefore been a valuation increase of £82.5 million (11.3%) in the period.

 

As a result of these valuation movements, the total portfolio uplift comprises:

£m

Pence

per share

Investment property revaluation movement

160.6

95.3

Currency translation movements on Euro denominated investment properties

(4.4)

(2.7)

Movement in rent smoothing adjustment included within rental income

11.2

6.7

Currency translation movements on Euro denominated rent smoothing amounts

0.6

0.4

168.0

99.7

 

The rent smoothing adjustment arises from the Group's accounting policy to spread the impact of fixed rental uplifts evenly over the whole term of relevant leases. The adjustments relate to those rents on the healthcare assets which increase by 2.75% (on 96% of healthcare rents) and 3% (on 4% of healthcare rents) every May, and those rents on the German leisure assets which increase by 3.34% every July.

 

The impact of this accounting treatment is to reflect a receivable, included in the book value of investment property, for the amount of rent included in the income statement ahead of actual cash receipts. This receivable increases over the first half of each lease term then unwinds, reducing to zero over the second half of each lease term. The impact over time for each of the rental income flows subject to smoothing is as follows:

Maximum

Midway

Receivable at

receivable

point

31 December

at midway

in lease

2014

point

term

£m

£m

Healthcare

130.5

183.2

May 2023

German leisure*

23.9

39.1

Jan 2026

Total

154.4

222.3

* at the period end Euro conversion rate of €1:£0.77877

 

In order that the rent smoothing receivable does not, in combination with the book value of the investment properties, overstate the value of the property portfolio, any movement in the rent smoothing receivable is offset against property revaluation movements. As a result, this adjustment affects only the income statement presentation and does not change the Group's net assets.

 

Financial review

Basis of preparation of the financial statements

Note 2 to the Group financial statements sets out the basis of preparation of the financial information in this report. Because the results and net assets presented for the year to 31 March 2014 relate to a period where the capital structure and tax status of the Group were different to that which has been in place since the listing of the Company, we have not sought in this report to compare all the elements of the results for the nine months ended 31 December 2014 with those of prior periods, as the comparison is not considered to be meaningful. Instead we focus on results and movements in net assets since listing on AIM in June 2014.

 

EPRA net asset value

The Board measures the Group's progress primarily through the growth in EPRA net asset value ("EPRA NAV") per share over the period since listing. EPRA NAV strips out the impact of hedging revaluations and any deferred tax on investment property revaluations to provide a measure of the fair value of a company on a long term basis. The EPRA NAV per share at 31 December 2014 of 258.5 pence per share represents a 50% increase over the unaudited pro forma EPRA NAV for the shares issued at listing. In an effort to fairly reflect the capital reorganisation and effects of the listing, the following table summarises growth in EPRA NAV before and after listing:

£m

Pence per share

EPRA NAV at 1 April 2014

283.1

177.1

Proceeds of share issue net of costs of share issue, listing and reorganisation

11.9

-

Dilution of existing shareholders from share issue

-

(2.0)

Fair value adjustment on capitalisation of shareholder loans prior to listing

1.6

1.0

EPRA NAV at 1 April 2014 adjusted for current capital structure

296.6

176.1

Investment property revaluation

160.6

95.3

Performance fee

(3.1)

(20.1)

Net results before investment property revaluation, performance fee, tax and currency translation movements

14.1

8.5

Tax

(1.4)

(0.9)

Currency translation movements

(0.6)

(0.4)

EPRA NAV at 31 December 2014

466.2

258.5

 

The movements in investment property valuations shown in the income statement are described above in the portfolio section of this report. The Group's net results for the period are explained in the Income Statement section below.

 

EPRA triple net asset value

The EPRA triple net asset value includes the mark to market values of debt and hedging instruments, and any inherent tax liabilities not provided for in the financial statements. This is calculated as follows:

£m

Pence per

share

EPRA NAV at 31 December 2014

466.2

258.5

Fair value of hedging instruments, net of German deferred tax

(117.0)

(64.8)

German deferred tax on investment property revaluations

(4.9)

(2.7)

EPRA triple net asset value at 31 December 2014

344.3

191.0

 

Income statement

The income statement presented in these financial statements covers periods both before and after listing including a period of just over two months when the Group had a different capital structure and tax status. The following table distinguishes between the periods before and after the listing and capital restructuring:

£m

Pence per share

Rental income net of property outgoings

19.1

11.9

Administrative expenses

(0.1)

-

Net financing costs

(16.6)

(10.4)

Investment property revaluation

(2.8)

(1.7)

Tax

0.6

0.4

Net result prior to listing

0.2

0.2

Costs of the reorganisation and listing

(2.9)

(1.8)

Dilution from issue of new shares

-

(2.1)

Tax credit on conversion to UK REIT

116.1

72.6

Net adjustment to results at listing

113.2

68.7

Investment property revaluation

163.4

98.2

Rental income net of property outgoings

61.8

37.2

Performance fees

(35.2)

(21.1)

Administrative expenses and corporate costs

(3.6)

(2.2)

Net financing costs

(49.8)

(29.9)

Tax

(2.3)

(1.4)

Net result since listing

134.3

80.8

Profit for the period

247.7

149.7

 

The rental income profile and the credit strengths of the businesses paying the rent are disclosed in the Portfolio section of this report, along with details of the investment property revaluations.

 

Administrative expenses charged to the income statement since listing include performance fees of £35.2 million, advisory fees of £2.7 million, other administrative expenses of £0.7 million and corporate costs of £0.2 million. As part of a balanced package of fees and incentive arrangements entered into between Prestbury and the Company at the time of listing, Prestbury is rewarded if and when the Company exceeds an EPRA NAV growth rate of 10% in each year, subject to meeting certain other detailed tests. In order for a performance fee to arise in the period, the EPRA NAV of the Group needed to grow by an annualised 10% from the 172 pence per share pro forma net asset value at the time of listing, to a minimum 182 pence per share. As the EPRA NAV of the Group actually grew by 50% in the period to 258.5 pence per share, the fee that arose amounted to £35.2 million as described in note 19.

 

As the Group's healthcare assets cannot be VAT elected, there is an element of irrecoverable VAT on all costs attributable to the healthcare business, including a £3.1 million irrecoverable VAT cost on the performance fee. As the fee itself is payable by way of a share issue, the only impact on the absolute net asset value is this irrecoverable VAT element. The net assets per share and earnings per share are diluted by 7.1% representing the 11.9 million shares to be issued to Prestbury in settlement of the fee. Sales of these shares are restricted, with the restriction only lifted on a phased basis over a period from 18 to 42 months from the date of listing, subject to a release in the event that Prestbury needs to sell shares to settle any tax liability on the fee income received.

 

Advisory fees were payable to Prestbury during the period, under an agreement entered into prior to listing by which it is entitled to receive cash fees based on a sliding scale relative to the Group's EPRA NAV, currently payable at 1.25% per annum of EPRA NAV. This amounted to a fee of £2.7 million in the period. Until July 2016, the cash required to satisfy this advisory fee is recovered from the pre-listing shareholders of the Company up to a maximum of £5.3 million per annum so for the period to 31 December 2014 the cash required to fund the advisory fee payment was met by those shareholders.

 

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

 

· the cost of the board of seven Directors, four of whom are entitled to receive fees currently totalling £0.2 million per annum. The other three Directors are partners in the Investment Adviser and receive no remuneration from the Company; and

· othercosts of being listed, includingbroker/nominated adviser fees, registrar fees and listing fees, which amountto a total of £0.5 million per annum.

 

External finance costs since listing comprise £45.3 million of interest payable, £1.7 million of amortised finance fees and £2.8 million of other fees.

 

The average interest rates paid during the period for each facility, excluding fees payable to lenders, were as follows:

 

Average

rate paid

Healthcare portfolio

6.6%

Leisure portfolio

6.9%

Total portfolio

6.8%

 

Effective from the date of listing, the terms of the Group's two bank loan facilities were amended in order to remove any LTV tests until loan maturity and to permit the capital reorganisation, listing and conversion to REIT status. The healthcare facility was also varied so that from that date it became an interest only loan, and a covenant release fee of £11.9 million became payable as a result, falling due in quarterly instalments commencing on 29 July 2014. This fee is being charged to the income statement evenly over the remaining term of the loan from June 2014 to July 2017, resulting in a £2.3 million charge in the period.

 

Both of the bank loans are floating rate facilities with interest rate risk managed by way of interest rate swaps, with the entire principal amount of each facility fixed for the term of the relevant loan. The market value of these interest rate swaps at 31 December 2014 was a liability of £117.6 million; this liability will not, however, be immediately payable unless the interest rate swap contracts are terminated and will otherwise be expected to reduce to zero over the remaining term of the contracts, which expire in line with the debt maturity dates in mid 2017.

 

Tax

The Group entered the UK REIT regime on 5 June 2014, so all of the Group's UK rental operations became exempt from UK corporation tax from that date, subject to the Group's continuing compliance with the UK REIT rules. The Group is otherwise subject to UK corporation tax.

 

The Company's election into the REIT regime meant that certain items of deferred tax will no longer crystallise. This resulted in the reversal through the income statement of a deferred tax liability of £117.3 million relating to unrealised UK capital gains tax, and the release through the statement of other comprehensive income of a deferred tax asset of £26.9 million relating to the Group's Sterling interest rate swaps. These are allocated to the pre-listing period in the results analysis in this report.

 

In the event that a UK REIT has financing costs that are not covered at least 1.25 times by profits, tax is payable at the UK corporation tax rate on the interest over that level, up to a cap of 20% of taxable profit. In the period from 5 June 2014 to 31 December 2014, the Group incurred a current tax charge of £0.7 million on such excess interest at a tax rate of 21%.

 

Realised profits from the Group's German rental operations are taxable in Germany, though in the period a tax credit of £0.1 million arose as a result of a number of historic adjustments. The Group also retains a deferred tax liability of £4.9 million relating to unrealised German capital gains tax and a deferred tax asset of £0.6 million relating to the Group's Euro interest rate swaps.

 

Currency translation

The majority of the Group's operations are in the UK and the financial statements are therefore presented in Sterling. Just over 4% of the Group's EPRA NAV is in Germany, valued in and generating revenue in Euros. The debt financing these operations is also denominated in Euros, which acts as a partial hedge of the currency risk, but the Group remains exposed to translation differences on the results and net assets of these operations, with movements recognised in the statement of other comprehensive income. The Euro has weakened against Sterling over the period and as a result there was a net currency translation loss of £0.4 million in relation to the German operations.

 

Cash flow

The movement in cash over the period comprised:

£m

Pence

per share

Cash from operating activities

(1.0)

(0.6)

Net interest and finance costs paid

(19.6)

(12.2)

Repayment of secured debt - loan amortisation

(2.9)

(1.8)

Proceeds of the share issue on listing net of expenses

11.9

7.4

Dilution from share issue

-

(0.4)

Cash flow up to listing

(11.6)

(7.6)

Cash from operating activities

67.1

39.8

Net interest and finance costs paid (including covenant release fee)

(41.3)

(24.6)

Repayment of secured debt - loan amortisation

(3.2)

(1.9)

Amounts received in respect of advisory fee recovery

2.2

1.3

Cash flow since listing

24.8

14.6

Cash flow in the period

13.2

7.0

Cash at the start of the period

25.4

15.9

Effect of exchange rate movements

0.2

0.1

Cash at 31 December 2014

38.8

23.0

 

Comprising:

£m

Pence per share

Free cash

13.0

7.7

Cash reserved for regulatory capital

0.5

0.3

Cash secured under lending facilities

25.3

15.0

Cash at 31 December 2014

38.8

23.0

 

The investment properties of the Group are let on full repairing and insuring terms, with each tenant obliged to keep the premises in good and substantial repair and condition, including rebuilding, reinstating, renewing or replacing the premises where necessary. Consequently it is not expected that material capital expenditure will be required for the current portfolio.

 

The placing of shares at listing on 5 June 2014 raised £11.9 million, from gross proceeds of £15.0 million net of costs of £3.1 million. £0.2 million of those costs related to the issue of new shares so was charged to the share premium reserve, while the remaining £2.9 million related to the listing and the reorganisation, and was therefore charged to the income statement.

 

Financing

The Group's operations are financed by a combination of cash resources and non-recourse debt finance, where the assets at risk in the event of a loan default are limited to those within a specific ring-fenced structure. The healthcare assets and the leisure assets each secure separate non-recourse facilities.

 

The loan financing the healthcare assets at 31 December 2014 was an interest only Sterling facility of £608.9 million.

 

The loans financing the leisure assets at 31 December 2014 comprised a Sterling facility of £497.2 million and a Euro facility of £51.5 million (€66.1 million translated at the year end rate), with security cross-collateralised between the UK and German leisure assets. The leisure facilities amortise quarterly by the application of net portfolio cash flow in repayment of debt and as a result amortisation payments of £3.2 million have been made since listing.

 

The Group's gross and net debt at 31 December 2014 is as follows:

Healthcare

Leisure

Portfolio total

Unsecured

Group

total

£m

£m

£m

£m

£m

Gross debt

608.9

548.7

1,157.6

-

1,157.6

Other secured fee liabilities

14.0

-

14.0

-

14.0

Secured and regulatory cash

(11.9)

(13.4)

(25.3)

(0.5)

(25.8)

Free cash

(1.6)

(0.8)

(2.4)

(10.6)

(13.0)

Net debt

609.4

534.5

1,143.9

(11.1)

1,132.8

Property value at 31 December 2014

813.0

812.4

1,625.4

-

1,625.4

Gross LTV

76.6%

67.5%

72.1%

Net LTV

75.0%

65.8%

70.4%

69.7%

 

Secured cash is held in bank accounts under the control of the lenders. Free cash held within the secured portfolio structures is available to be applied for general corporate purposes for as long as there is no default under the relevant loan agreement. Free cash held by the Company outside the secure portfolio structures would not be at risk in the event of any default.

 

All facilities remain within the relevant financial covenants. There are no LTV tests before the loans mature, while interest cover is tested quarterly. When most recently tested in January 2015, there was headroom over the interest cover covenant thresholds in each facility of 13% or better.

 

There have been no defaults or potential defaults in either facility during the period or since the balance sheet date.

 

Group Income Statement

 

 

Notes

Nine months to

31 December

2014

£000

Year to

31 March

2014

£000

Gross rental income

80,946

107,331

Property outgoings

(19)

(23)

Gross profit

80,927

107,308

Administrative expenses

(38,568)

(339)

Corporate costs

(294)

-

Costs of the reorganisation and listing

(2,888)

-

Total administrative expenses

(41,750)

(339)

Investment property revaluation

8

160,608

4,706

Operating profit

4

199,785

111,675

Finance income

5

36

25

Finance costs

5

(66,366)

(95,044)

Profit before tax

133,455

16,656

Tax credit

6

114,291

15,145

Profit for the period

247,746

31,801

Earnings per share

Pence per share

Pence per

share

Basic

7

149.7

24.6

Diluted

7

139.7

24.6

 

All amounts relate to continuing activities.

 

The notes formpart of these financial statements.

 

Group Statement of Other Comprehensive Income

 

 

Notes

Nine months to

31 December

2014

£000

Year to

31 March

2014

£000

Profit for the period

247,746

31,801

Items that may subsequently be reclassified to profit or loss:

Fair value adjustment of interest rate derivatives in effective hedges

21,837

79,153

Tax effect of interest rate derivative valuation adjustment

12

(26,918)

(23,244)

Currency translation differences

(370)

(159)

Total comprehensive income for the period, net of tax

242,295

87,551

 

The notes formpart of these financial statements.

 

Group Statement of Changes in Equity

 

 

Share capital

£000

Share premium reserve

£000

Merger reserve

£000

Capital contribution

reserve

£000

Other reserves

£000

Cash flow hedging reserve

£000

Retained earnings

£000

Total

£000

Period ended 31 December 2014

 

At 1 April 2014

-

-

-

23,530

1,921

(114,120)

17,387

(71,282)

Profit for the period

-

-

-

-

-

-

247,746

247,746

Fair value adjustment of interest rate derivatives in effective hedges

-

-

-

-

-

21,837

-

21,837

Tax effect of interest rate derivative valuation adjustment

-

-

-

-

-

(26,918)

-

(26,918)

Currency translation differences

-

-

-

-

(370)

-

-

(370)

Total comprehensive income, net of tax

-

-

-

-

(370)

(5,081)

247,746

242,295

Issue of shares on capitalisation of shareholder loans

7,791

70,123

-

(17,492)

-

-

-

60,422

Issue of shares on acquisition of the Healthcare group

8,191

-

73,718

(18,435)

-

-

-

63,474

Capital reduction and cancellation

-

(70,123)

(73,718)

-

-

-

143,841

-

Reclassification on capitalisation of shareholder loans

-

-

-

12,397

-

-

(12,397)

-

Proceeds from share issue net of capitalised expenses

862

16,156

-

-

-

-

-

17,018

Shares to be issued

-

-

-

-

32,378

-

-

32,378

At 31 December 2014

16,844

16,156

-

-

33,929

(119,201)

396,577

344,305

Share capital

£000

Share premium reserve

£000

Merger reserve

£000

Capital contribution

reserve

£000

Other reserves

£000

Cash flow hedging reserve

£000

Retained earnings

£000

Total

£000

Year ended 31 March 2014

 

At 1 April 2013

-

-

-

30,870

2,080

(170,029)

(21,754)

(158,833)

Profit for the year

-

-

-

-

-

-

31,801

31,801

Fair value adjustment of interest rate derivatives in effective hedges

-

-

-

-

-

79,153

-

79,153

Tax effect of interest rate derivative valuation adjustment

-

-

-

-

-

(23,244)

-

(23,244)

Currency translation differences

-

-

-

-

(159)

-

-

(159)

Total comprehensive income, net of tax

-

-

-

-

(159)

55,909

31,801

87,551

Reclassification of realised amount

-

-

-

(7,340)

-

-

7,340

-

At 31 March 2014

-

-

-

23,530

1,921

(114,120)

17,387

(71,282)

 

The notes formpart of these financial statements.

 

Group Balance Sheet

 

 

Notes

31 December

2014

£000

31 March

2014

£000

Non-current assets

Investment properties

8

1,625,435

1,457,374

Deferred tax asset

12

627

28,506

1,626,062

1,485,880

Current assets

Trade and other receivables

10

103

69

Current tax recoverable

401

39

Cash and cash equivalents

11

38,771

25,367

39,275

25,475

Total assets

1,665,337

1,511,355

Current liabilities

Trade and other payables

13

(41,035)

(37,097)

Secured debt

14

(4,908)

(11,103)

Current tax payable

(166)

-

(46,109)

(48,200)

Non-current liabilities

Secured debt

14

(1,152,407)

(1,152,540)

Shareholder loans

14

-

(113,238)

(1,152,407)

(1,265,778)

Interest rate derivatives

14

(117,578)

(138,706)

Deferred tax liability

12

(4,938)

(129,953)

(1,274,923)

(1,534,437)

Total liabilities

(1,321,032)

(1,582,637)

Net assets / (liabilities)

344,305

(71,282)

Equity

Share capital

15

16,844

-

Share premium reserve

16

16,156

-

Retained earnings

16

396,577

17,387

Cash flow hedging reserve

16

(119,201)

(114,120)

Other reserves

16

33,929

1,921

Capital contribution reserve

-

23,530

Total equity

344,305

(71,282)

Pence per share

Pence

per share

Adjusted basic NAV per share

18

204.4

32.1

Diluted NAV per share

18

190.9

32.1

EPRA NAV per share

18

258.5

177.1

 

The notes formpart of these financial statements.

 

Group Cash Flow Statement

 

 

Notes

Nine months to 31 December

2014

£000

Year to

31 March

2014

£000

Operating activities

Profit before tax

133,455

16,656

Adjustments for non-cash items:

Investment property revaluation

8

(160,608)

(4,706)

Movement in rent smoothing adjustment

8

(11,287)

(16,524)

Administrative expenses settled in shares

32,378

-

Finance income

5

(36)

(25)

Finance costs

5

66,366

95,044

Cash flows from operating activities before changes in working capital

60,268

90,445

Changes in working capital:

Trade and other receivables

(194)

(52)

Trade and other payables

6,770

753

Cash generated from operations

66,844

91,146

German tax paid

(743)

(386)

Cash flows from operating activities

66,101

90,760

Investing activities

Interest received

36

25

Cash flows from investing activities

36

25

Financing activities

Repayment of secured debt

(6,166)

(10,056)

Interest and finance costs paid

(60,882)

(79,913)

Net proceeds of share issue

14,131

-

Cash flows from financing activities

(52,917)

(89,969)

Increase in cash and cash equivalents

13,220

816

Cash and cash equivalents at the beginning of the period

25,367

24,581

Effect of exchange rate changes

184

(30)

Cash and cash equivalents at the end of the period

38,771

25,367

 

The notes form part of these financial statements.

 

Notes to the Group Financial Statements

 

 1. General information about the Group

The financial information set out in this report covers the nine month period to 31 December 2014, with comparative amounts relating to the year to 31 March 2014, and includes the results and net assets of the Company and its subsidiaries, together referred to as the Group.

 

The Company is incorporated and domiciled in the United Kingdom. The address of the registered office and principal place of business is Cavendish House, 18 Cavendish Square, London, W1G 0PJ. The nature and scope of the Group's operations and principal activities are described in the Chairman's Statement the Strategic Report, and the Investment Adviser's Report.

 

The Company was listed on AIM on 5 June 2014. Further information about the Group can be found on its website, www.SecureIncomeREIT.co.uk.

 

2. Basis of preparation and accounting policies

a) Statement of compliance

Prior to 21 May 2014, the Company and SIR Hospital Holdings Limited (the holding company of the Group that owns the healthcare assets) were entities under common control but did not form a single legal group. On 21 May 2014, by virtue of a reorganisation, the groups headed by these two companies became a legal group headed by the Company. This reorganisation is deemed to be a "combination under common control" and as a result is outside the scope of IFRS 3 "Business Combinations". As such it is considered appropriate that the principles of merger accounting, as set out under UK GAAP, are used to account for the reorganisation and these entities are treated as if they had always been part of a single group. No fair value adjustments are required.

 

Accordingly, although these entities did not form a legal group for the comparative period reported herein, the comparatives comprise the net assets of all entities as if the subsequently formed legal group had been in existence throughout all periods reported on. In particular:

 

· earnings per share figures (including diluted, EPRA and adjusted EPRA EPS) have been calculated on the assumption that the capitalisation of shareholder loans which occurred in May 2014 had been in place throughout the whole period from 1 April 2013, with a corresponding effect on earnings and number of shares used in the EPS calculations (see note 7); and

· NAV per share figures (including adjusted basic, diluted and EPRA NAV) have been calculated on the assumption that the capitalisation of shareholder loans had been in place throughout the whole period from 1 April 2013 with a corresponding effect on the number of shares used in the NAV per share calculations (see note 18).

 

Except for the above EPS and NAV matters, the consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") adopted for use in the European Union.

 

The financial information contained in this announcement has been prepared on the basis of the accounting policies set out in the financial statements for the year ended 31 December 2014. Whilst the financial information included in this announcement has been computed in accordance with IFRS, as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. The financial information does not constitute the Group's financial statements for the periods ended 31 December 2014 or 31 March 2014, but is derived from those financial statements. Those accounts give a true and fair view of the assets, liabilities, financial position and results of the Group. Financial statements for the year ended 31 March 2014 have been delivered to the Registrar of Companies and those for the period ended 31 December 2014 will be delivered following the Company's Annual General Meeting. The auditors' reports on both the 31 December 2014 and 31 March 2014 financial statements were unqualified; did not draw attention to any matters by way of emphasis; and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

 

b) Basis of preparation

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

 

Euro denominated results for the German assets have been converted to Sterling at an average exchange rate for the period of €1:£0.79916 (year to 31 March 2014: €1:£0.84337) and period end balances converted to Sterling at the 31 December 2014 exchange rate of €1:£0.77877 (31 March 2014: €1:£0.82629).

 

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

 

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

 

(i) Estimates and judgements

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

 

Certain accounting policies which have a significant bearing on the reported financial condition and results of the Group require subjective or complex judgements. The principal ongoing areas of judgement are:

 

· investment property valuation where, as described in note 8, the opinion of independent, external valuers has since listing been obtained at each reporting date using recognised valuation techniques and the principles of IFRS 13 "Fair Value Measurement". The opinion of an appropriately qualified director was used in valuing the investment properties in the prior year; and

· the valuation of interest rate derivatives used to hedge interest rate exposures, shown in note 14, where the valuations are independently assessed by expert valuers on the basis of market rates and credit risk at each reporting date.

 

In addition, during the period the following specific matters also required judgement:

 

· whether the services to the Group that generated a performance fee of £35.2 million were provided by employees or non-employees;

· the allocation of £3.1 million of listing expenses between the income statement and the share premium account; and

· whether the amendment that resulted in an £11.9 million covenant release fee on one of the Group's loan facilities represented a "substantial modification" of the loan.

 

The Group's accounting policies for these matters, together with other policies material to the Group, are set out in paragraphs (c) to (j) below.

 

(ii) Adoption of new and revised standards

During the period, the Group has adopted IFRS 10 "Consolidated financial statements", IFRS 11 "Joint arrangements" and IFRS 12 "Disclosure of interests in other entities", along with the related amendments to IAS 27 (revised) "Separate financial statements" and IAS 28 (revised) "Investments in associates and joint ventures". The requirements of IFRS 10 have not changed the scope of the Group's consolidation and the Group has no associates or joint ventures, so the only impact of these new and revised standards on the financial statements results from IFRS 12, which expands the disclosures on subsidiary undertakings in note 9.

 

None of the other new standards or interpretations issued by the International Accounting Standards Board ("IASB") or the IFRS Interpretations Committee ("IFRIC") has led to any material changes in the Group's accounting policies or disclosures during the period.

 

(iii) Standards and interpretations in issue not yet adopted

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

Effective date

IFRS 9 Financial instruments

1 January 2018

IFRS 15 Revenue from contracts with customers

1 January 2017

 

The Group's revenue is derived entirely from leases, which are outside the scope of IFRS 15. IFRS 9 deals with the classification and measurement of financial instruments but since the Group only has relatively straightforward hedging transactions using interest rate swaps, the Directors do not anticipate that the adoption of this standard will have a material impact on the Group's financial statements in the period of initial application, other than on presentation and disclosure.

 

The IASB and IFRIC have also issued or revised IFRS 14, IAS 1, IAS 16, IAS 19, IAS 38, IAS 39 and IAS 41 but these are not expected to have a material effect on the operations of the Group.

 

c) Basis of consolidation

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

 

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

 

d) Property portfolio

(i) Investment properties

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

 

Valuations are calculated, in accordance with RICS Valuation - Professional Standards January 2014, by applying capitalisation yields to current and future rental cash flows, with reference to data from comparable market transactions, together with an assessment of the security of income. Gains or losses arising from changes in the fair value of investment properties are recognised in the income statement in the period in which they arise. Depreciation is not provided in respect of investment properties.

 

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

 

(ii) Occupational leases

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

 

(iii) Rental income

Revenue comprises rental income exclusive of VAT. Rental income is recognised in the income statement on an accruals basis. Contingent income, arising from RPI-linked rent reviews, is recorded in the income statement in the periods in which it is earned. Rental income from leases with fixed rent uplifts is recognised on a straight line basis over the term of the lease. Where income is recognised in advance of the related cash flows, an adjustment is made to ensure that the carrying value of the relevant investment property including accrued rent does not exceed the valuation.

 

e) Financial assets and liabilities

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

 

(i) Financial assets

Financial assets are recognised initially at their fair value and are classified into one of the categories set down in IFRS 7 "Financial Instruments: Disclosures" at the time of initial recognition. All financial assets currently qualify as "loans and receivables", which are measured at amortised cost using the effective interest method, less any impairment.

 

(ii) Trade and other payables

Trade and other payables are recognised initially at their fair value and subsequently at amortised cost.

 

(iii) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits held at call with banks and financial institutions, and other short term highly liquid investments with original maturities of three months or less.

 

(iv) Borrowings and finance charges

Secured debt is initially recognised at its fair value, net of any transaction costs directly attributable to its issue. Subsequently, secured debt is carried at amortised cost. Transaction costs are amortised over the life of the loan and charged to the income statement as part of the Group's financing costs, unless they represent a substantial modification of the loan in which case they are taken immediately to the income statement in full.

 

(v) Interest rate derivatives

The Group uses interest rate derivatives to hedge its exposure to cash flow interest rate risks. Derivatives are initially recognised at fair value on the date on which the derivative contract is entered into and subsequently measured at fair value.

 

Derivatives are classified either as derivatives in effective hedges or derivatives held for trading. It is anticipated that hedging arrangements will generally be "highly effective" within the meaning of IAS 39 "Financial Instruments: Recognition and Measurement" and that the criteria necessary for applying hedge accounting will therefore be met. All derivatives held in the period covered by these financial statements have met these criteria. Hedges are assessed on an ongoing basis to ensure they continue to be effective.

 

The gain or loss on the revaluation of the portion of an instrument that qualifies as an effective hedge of cash flow interest rate risk is recognised directly in other comprehensive income through the cash flow hedging reserve. Amounts accumulated in equity will be reclassified to the income statement in the period when the hedged items affect the income statement. The gain or loss on the revaluation of any derivative financial instrument classified as held for trading because it is not an effective hedge is recognised directly in the income statement.

 

There has been no hedge ineffectiveness to recognise in the income statement in the current period or prior year, so all movements in the fair value of these instruments are reflected in other comprehensive income.

 

f) Tax

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

 

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

 

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

 

g) Foreign currency translation

The results of subsidiary undertakings with a functional currency other than Sterling are translated into Sterling at the average rate for a reporting period.

 

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

 

h) Equity instruments

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

 

i) Share based payments

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

 

j) Fair value measurements

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

 

3. Operating segments

IFRS 8 "Operating Segments" requires operating segments to be identified on the basis of internal reports about components of the Group that are reviewed by the chief operating decision maker to make decisions about resources to be allocated between segments and assess their performance. The Group's chief operating decision maker is considered to be the Board as a whole.

 

The Group owns two property portfolios. Although these are described individually within the Investment Adviser's report, the Board receives quarterly management accounts prepared on a basis which aggregates the performance of the portfolios and focuses on total returns on shareholders' equity. The Board has therefore concluded that the Group has operated in and was managed as one business segment, being property investment, in the current period and prior year.

 

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

 

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Revenue

UK

75,251

99,319

Germany

5,695

8,012

80,946

107,331

Investment properties

UK

1,553,364

1,390,697

Germany

72,071

66,677

1,625,435

1,457,374

 

Revenue, which reflects the impact of rent smoothing adjustments, includes £42.9 million (year to 31 March 2014: £57.8 million) relating to the Group's largest tenant, and £35.8 million (year to 31 March 2014: £47.2 million) relating to the Group's second largest tenant. No other single tenant or guarantor contributed more than 10% of the Group's revenue in either reporting period.

 

4. Operating profit

Operating profit is stated after charging:

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Audit of the Company's consolidated and individual financial statements

75

20

Audit of subsidiaries, pursuant to legislation

90

40

Non-audit services in connection with the listing

273

-

 

The Group had no employees other than the Directors, who are also the key management personnel, in either the current period or the prior year. Directors' remuneration, all of which represents fees for services provided, was as follows:

 

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Martin Moore

44

-

Leslie Ferrar

23

-

Jonathan Lane

21

-

Ian Marcus

21

-

Total charged to the income statement

109

-

 

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

 

5. Finance income and costs

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Recognised in the income statement:

Finance income

Interest on cash deposits

36

25

Finance costs

Interest on secured debt

(64,690)

(83,535)

Shareholder loans: unwinding of discount to date of capitalisation (non-cash)

(1,676)

(11,509)

Total finance costs

(66,366)

(95,044)

Net finance costs recognised in the income statement

(66,330)

(95,019)

 

As required for disclosure by IFRS 7, included within interest on secured debt is an amount of £40.7 million (31 March 2014: £55.1 million) which has been reclassified from other comprehensive income in respect of the Group's interest rate derivatives in effective hedges.

 

On issue in 2007, interest free shareholder loans were measured at fair value using imputed interest rates of between 11.2% and 11.7%. The difference between the fair value of the loans on inception and their face values at that date was being unwound over the minimum term of the loans prior to their capitalisation in May 2014.

 

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Recognised in other comprehensive income:

Fair value adjustment of interest rate derivatives in effective hedges

21,837

79,153

Total finance costs recognised in other comprehensive income

21,837

79,153

 

Net finance costs analysed by the categories of financial asset and liability shown in note 14 are as follows:

 

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Loans and receivables

36

25

Financial liabilities at amortised cost

(66,366)

(95,044)

Net finance costs recognised in the income statement

(66,330)

(95,019)

 

The Group's sensitivity to changes in interest rates, calculated on the basis of a 10 basis point increase or decrease in LIBOR, was as follows:

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Effect on other comprehensive income and equity

3,993

3,749

 

The Group receives interest on the majority of its bank balances but a 10 basis point change in LIBOR would have no material effect on finance income in the income statement. There would also be no significant impact on finance costs in the income statement because the floating rate secured debt is effectively hedged with interest rate swaps. Movements in interest rates would therefore only have an impact on the valuation of those interest rate swaps through other comprehensive income and equity. An increase in interest rates would result in a credit to other comprehensive income.

 

6. Tax

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Analysis of tax credit in the period

Current tax (credit) / charge: German corporation tax

(130)

304

Current tax charge: UK REIT excess interest charge

665

-

Deferred tax credit (see note 12)

(114,826)

(15,449)

(114,291)

(15,145)

 

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

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Profit before tax

133,455

16,656

Profit before tax multiplied by the standard rate of corporation tax in the UK of 21% (year to 31 March 2014: 23%)

28,026

3,831

Effects of:

UK deferred tax released on conversion to REIT status

(117,276)

-

Investment property revaluation not taxable

(36,098)

-

Losses from qualifying property rental business disallowed

4,908

-

Movement in previously unrecognised tax losses

3,231

144

German deferred tax charge for the period

1,823

3,429

REIT excess interest charge

665

-

Costs of the reorganisation and listing not deductible for tax

606

-

German current tax (credit) / charge for the period

(130)

304

Double tax relief

(58)

(338)

Other items

12

(19)

Changes in indexation on investment property revaluations

-

(3,687)

Reduction in UK corporation tax rate

-

(18,809)

Tax credit for the period

(114,291)

(15,145)

 

The Group elected into the UK REIT regime with effect from 5 June 2014. Subject to continuing compliance with certain rules, the UK REIT rules exempt the profits of the Group's UK property rental business from corporation tax. Gains on the Group's UK properties are also exempt from tax, provided they are not held for trading or sold in the three years after completion of development. Corporation tax could also be payable were the shares in a subsidiary company to be sold.

 

To remain a UK REIT, there are a number of conditions to be met in respect of the Group's principal company, qualifying activity and balance of business. Since entering the REIT regime the Group has continued to meet these conditions. There are certain other conditions which if not met, do not result in expulsion from the REIT regime, including two with which the Group does not currently comply:

 

· within three years of entry into the REIT regime, a company must not be a close company. The Company was a close company when it entered the REIT regime, and continues to be so. The Board intends, in the course of implementing its investment strategy, to issue new shares or to place sufficient of the existing shares to new investors (or a combination of both) so that the shares of the Company are widely enough held to meet this requirement by 5 June 2017; and

· an interest cover test requires the profits of the tax exempt business of the Group to be at least 1.25 times its cost of financing. If this condition is not met, the Group is required to pay UK corporation tax on an amount equivalent to the excess interest costs or 20% of the tax exempt business profits if that is less. The Group has not met this test for the period between 5 June and 31 December 2014, so tax of £0.7 million is payable.

 

The Group is subject to German corporation tax on its German property rental business. Historically this has been at an effective rate of 21%, though during the period a tax credit has arisen as a result of changes to a number of underlying assumptions following discussions with local tax authorities. In addition, a deferred tax liability is recognised for the German capital gains tax that would potentially be payable on the sale of those investment properties, and a deferred tax asset is recognised against the interest rate derivatives hedging the loan facility secured on those properties (note14).

 

7. Earnings per share

Earnings per share is calculated as profit attributable to ordinary shareholders of the Company for each period divided by the weighted average number of ordinary shares in issue throughout each relevant period during which those profits were earned.

 

On 21 May 2014, by virtue of the reorganisation set out in note 2, the Company and SIR Hospital Holdings Limited (the "Combined Companies") became a legal group. During the year ended 31 March 2014 and in the current period until 20 May 2014, the Combined Companies were entities under common control. It is considered that the use of the actual number of shares of the Combined Companies in issue prior to 21 May 2014 as a denominator in the EPS calculation would not provide meaningful information. Instead, the weighted average number of shares in issue has been determined based on the number of shares that would have been in issue in each period had the shareholder loans to the Combined Companies been capitalised on the basis of one share for each £1 of shareholder loans at the time they were advanced. The profit attributable to the shareholders of the Combined Companies prior to 20 May 2014 has also been adjusted to remove the impact of the amount included in finance costs in respect of the shareholder loans together with the related deferred tax.

 

Diluted EPS reflects the shares that will need to be issued in settlement of the performance fee, as explained in more detail in note 19.

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Profit for the period

247,746

31,801

Adjusted for:

Unwinding of discount on shareholder loans (note 5)

1,676

11,509

Deferred tax on the unwinding of discount on shareholder loans (note 12)

(335)

(4,045)

Adjusted profit for EPS

249,087

39,265

 

Nine months to

Year to

31 December

31 March

2014

2014

Number

Number

Weighted average number of shares in issue - basic EPS

166,406,143

159,823,056

Shares to be issued in settlement of performance fee

11,900,432

-

Weighted average number of shares in issue - diluted EPS

178,306,575

159,823,056

 

Pence per

share

Pence per

share

Basic EPS

149.7

24.6

Diluted EPS

139.7

24.6

 

The European Public Real Estate Association ("EPRA") publishes guidelines for calculating adjusted earnings designed to represent core operational activities. As well as the standard EPRA earnings figure, an adjusted EPRA earnings calculation has also been presented, excluding the performance fee, which is largely derived from investment property revaluations, and the non-recurring costs of the reorganisation and listing. The Directors consider this enables a more consistent comparison of underlying earnings.

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Basic earnings attributable to shareholders

249,087

39,265

EPRA adjustments:

Investment property revaluations

(160,608)

(4,706)

UK deferred tax released on conversion to REIT status

(117,276)

-

Other deferred tax on investment property revaluations

1,823

(12,787)

EPRA earnings

(26,974)

21,772

Other adjustments:

Performance fee

35,186

-

Costs of the reorganisation and listing

2,888

-

Adjusted EPRA earnings

11,100

21,772

 

Pence per share

Pence per

share

EPRA EPS

(16.2)

13.6

Diluted EPRA EPS

(15.1)

13.6

Adjusted EPRA EPS

6.7

13.6

Diluted adjusted EPRA EPS

6.2

13.6

 

8. Investment properties

Nine months to

Year to

31 December

31 March

2014

2014

Freehold investment properties

£000

£000

Carrying value at the start of the period

1,457,374

1,437,489

Revaluation movement

160,608

4,706

Movement in rent smoothing adjustment

11,287

16,524

Currency translation movement

(3,834)

(1,345)

Carrying value at the end of the period

1,625,435

1,457,374

 

The properties were independently valued at £1,625.4 million as at 31 December 2014 by CBRE Limited, Commercial Real Estate Advisers, in their capacity as external valuers. The valuation was prepared on a fixed fee basis, independent of the portfolio value, and was undertaken in accordance with RICS Valuation - Professional Standards January 2014 on the basis of fair value, supported by reference to market evidence of transaction prices for similar properties.

 

The properties were valued at £1,457.4 million as at 31 March 2014 by Nick Leslau BSc (Hons) FRICS, a Chartered Surveyor and Director of the Company, on the basis of fair value.

 

The Group did not have any contractual obligations to purchase, construct or develop investment property at either balance sheet date. The responsibility for repairs and maintenance resides with the tenants.

 

All of the investment properties are held as security under fixed charges in respect of secured debt.

 

The historic cost of the Group's investment properties at both reporting dates was £1,315.1 million.

 

The Board determines the Group's valuation policies and procedures, and is responsible for overseeing the valuations. Valuations are based on information provided from the Group's financial and property reporting systems, such as current rents and the terms and conditions of lease agreements, and assumptions used by the valuer (based on market observation and their professional judgement) in the valuation model.

 

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

 

The fair value of the investment property portfolio has been determined using an income capitalisation technique, whereby contracted and market rental values are capitalised with a market capitalisation rate. This technique is consistent with the principles in IFRS 13 and uses significant unobservable inputs, such that the fair value measurement of each property within the portfolio has been classified as level 3 in the fair value hierarchy as defined in IFRS 13. There have been no transfers to or from other levels of the fair value hierarchy during the year.

 

The key inputs for the level 3 valuations were as follows:

 

Inputs

Portfolio

Fair value £000

Key unobservable input

Range

Weighted average

At 31 December 2014:

Healthcare

812,981

Net initial yield

4.4% - 5.8%

5.6%

Reversionary yield

4.5% - 6.0%

5.7%

Leisure - UK

740,383

Net initial yield

4.8% - 6.5%

5.2%

Reversionary yield

4.9% - 6.6%

5.3%

Future RPI assumption

2.2% for 2015,

2.2% for 2015,

3.5% thereafter

3.5% thereafter

Leisure - Germany

72,071

Net initial yield

6.5%

6.5%

Reversionary yield

6.8%

6.8%

At 31 March 2014:

Healthcare

727,458

Net initial yield

5.2% - 6.5%

6.2%

Reversionary yield

5.3% - 6.5%

6.3%

Leisure - UK

663,239

Net initial yield

5.0% - 7.0%

5.6%

Reversionary yield

5.1% - 7.2%

5.8%

Future RPI assumption

2.6% for 2014,

2.6% for 2014,

3.0% for 2015,

3.0% for 2015,

3.5% thereafter

3.5% thereafter

Leisure - Germany

66,677

Net initial yield

7.3%

7.3%

Reversionary yield

7.5%

7.5%

 

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

 

Included within the carrying value of investment properties at 31 December 2014 is £154.4 million (31 March 2014: £142.7 million) in respect of the smoothing of fixed contractual rental uplifts. This balance arises through the Group's accounting policy in respect of leases with fixed uplifts, which requires the recognition of rental income on a straight line basis over the lease term. The difference between rents on a straight line basis and rents actually receivable are included within, but do not increase, the carrying value of investment properties.

 

All of the Group's revenue as reflected in the income statement is derived from rental income on investment properties. Property outgoings arising on investment properties, all of which generated rental income in each period, were £19,000 (year to 31 March 2014: £23,000).

 

9. Principal subsidiaries

The companies listed below were the principal subsidiary undertakings of the Company at 31 December 2014, all of which are wholly owned and incorporated in England.

 

Company name

Nature of business

SIR Theme Parks Limited

Intermediate parent company and borrower under secured debt facility

SIR ATH Limited

Property investment - leisure

SIR ATP Limited

Property investment - leisure

SIR MTL Limited

Property investment - leisure

SIR TP Limited

Property investment - leisure

SIR WC Limited

Property investment - leisure

SIR HP Limited *

Property investment - leisure

SIR Hospital Holdings Limited **

Intermediate parent company and borrower under secured debt facility

SIR Ashtead Limited

Property investment - healthcare

SIR Downs Limited

Property investment - healthcare

SIR Duchy Limited

Property investment - healthcare

SIR Euxton Limited

Property investment - healthcare

SIR Fitzwilliam Limited

Property investment - healthcare

SIR Fulwood Limited

Property investment - healthcare

SIR Lisson Limited

Property investment - healthcare

SIR Midlands Limited

Property investment - healthcare

SIR Mt Stuart Limited

Property investment - healthcare

SIR New Hall Limited

Property investment - healthcare

SIR Oaklands Limited

Property investment - healthcare

SIR Oaks Limited

Property investment - healthcare

SIR Pinehill Limited

Property investment - healthcare

SIR Reading Limited

Property investment - healthcare

SIR Renacres Limited

Property investment - healthcare

SIR Rivers Limited

Property investment - healthcare

SIR Rowley Limited

Property investment - healthcare

SIR Springfield Limited

Property investment - healthcare

SIR Winfield Limited

Property investment - healthcare

SIR Woodland Limited

Property investment - healthcare

SIR Yorkshire Limited

Property investment - healthcare

* operating in Germany; all other companies operate in England

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

 

The Group has taken advantage of the exemption in section 410 of the Companies Act 2006 to disclose a list of the principal subsidiaries only. A full list of subsidiaries will be sent to Companies House with the next annual return.

 

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

 

10. Trade and other receivables

31 December

31 March

2014

2014

£000

£000

Prepayments

103

69

 

11. Cash and cash equivalents

Included within the Group's cash balances at 31 December 2014 is £25.3 million (31 March 2014: £24.9 million) of cash in accounts held as fixed security by the providers of secured bank debt. In addition, as the Company is considered to be an internally managed Alternative Investment Fund, it is required to hold regulatory capital of £0.5 million at 31 December 2014, which is held separately in cash by the Company.

 

12. Deferred tax

The movements in deferred tax balances in each period were as follows:

 

Unrealised gains on investment properties

£000

Tax losses

carried forward

£000

Shareholder

loans

£000

Interest rate derivatives at fair value

£000

Total

£000

Balance at 1 April 2014

(120,636)

962

(9,317)

27,544

(101,447)

Credit / (charge) to the income statement (note 6)

115,453

(962)

335

-

114,826

Charge to other comprehensive income

-

-

-

(26,918)

(26,918)

Deferred tax released on capitalisation of shareholder loans

-

-

8,982

-

8,982

Currency translation differences

245

-

-

1

246

Balance at 31 December 2014

(4,938)

-

-

627

(4,311)

Unrealised gains on investment properties

£000

Tax losses

carried forward

£000

Shareholder

loans

£000

Interest rate derivatives at fair value

£000

Total

£000

Balance at 1 April 2013

(133,492)

2,345

(13,362)

50,788

(93,721)

Credit / (charge) to the income statement (note 6)

12,787

(1,383)

4,045

-

15,449

Charge to other comprehensive income

-

-

-

(23,244)

(23,244)

Currency translation differences

69

-

-

-

69

Balance at 31 March 2014

(120,636)

962

(9,317)

27,544

(101,447)

 

The deferred tax balances are classified for financial reporting purposes as follows:

31 December

31 March

2014

2014

£000

£000

Deferred tax assets

627

28,506

Deferred tax liabilities

(4,938)

(129,953)

(4,311)

(101,447)

 

13. Trade and other payables

31 December

31 March

2014

2014

£000

£000

Tax and social security

5,163

2,219

Accruals and deferred income

35,872

34,878

41,035

37,097

 

14. Financial assets and liabilities

Borrowings

31 December

31 March

2014

2014

£000

£000

Amounts falling due within one year

Secured bank loans

6,853

13,052

Unamortised finance costs

(1,945)

(1,949)

4,908

11,103

Amounts falling due in more than one year

Secured bank loans

1,150,712

1,153,628

Exit fee

3,978

3,158

Unamortised finance costs

(2,283)

(4,246)

1,152,407

1,152,540

Shareholder loans

-

113,238

1,152,407

1,265,778

 

Bank loans

The Group's secured debt arrangements as at 31 December 2014 were as follows:

 

Healthcare

Leisure

Lender

 

Bank of

Scotland Plc

Bank of

Scotland Plc

Recourse beyond ring-fenced group holding the portfolio

None

None

Secured debt outstanding

£608.9m

£548.7m

Other secured liabilities

£14.0m

-

Fair value of secured properties

£813.0m

£812.4m

Gross LTV ratio

76.6%

67.5%

Net LTV ratio

75.0%

65.8%

Current repayment terms

Interest only

Capital/interest

Final repayment date

May 2017

July 2017

 

With effect from 5 June 2014, there are no scheduled capital repayments, only quarterly repayments from the surplus net income on the leisure assets. Any balances not settled by quarterly repayments are payable in full at the end of the terms of the loans in 2017. The secured debt due within one year includes an estimate of amortisation out of surplus net rental income (rental income less certain finance costs and administrative expenses) for the ensuing 12 months.

 

Interest has been hedged by way of interest rate swaps which fix the rate payable (inclusive of lenders' margin) at between 6.6% and 6.9%, equivalent to a blended 6.8%, until the loan maturity dates.

 

There is no material difference between the fair value of the secured debt and its carrying value at either balance sheet date, and the Group had no undrawn, committed borrowing facilities at either balance sheet date.

 

The debt is secured by charges over the Group's investment properties and by fixed and floating charges over the other assets of certain Group companies but not including the Company itself. There have been no defaults or breaches of any loan covenants during the current period or prior year.

 

The terms of one of the secured loans were altered with effect from 5 June 2014 such that a covenant release fee of £11.9 million became payable to the lender. The fee, which is being paid in quarterly instalments, is charged to the income statement over the remaining term of the loan. £9.5 million of this fee remained outstanding as at 31 December 2014.

 

At 31 December 2014, the leisure facilities compriseda Sterling facility of £497.2 million (31 March 2014: £500.6 million) and a Euro facility of £51.5 million (31 March 2014: £55.6 million), with security cross-collateralised between the UK and German leisure assets.

 

Shareholder loans

Shareholder loans amounting to £159.8 million were capitalised on 20 and 21 May 2014 (see note 2). Prior to their capitalisation, the shareholder loans were unsecured, interest free, subordinated to the secured debt and had no fixed repayment date. The earliest date that the shareholder loans could be repaid was following the repayment of the secured debt. At 31 March 2014 there was no material difference between the fair value of the shareholder loans and their carrying value.

 

Interest rate derivatives

The fair values of the Group's interest rate derivatives were as follows:

 

Notional amount

Fair value

31 December

31 March

31 December

31 March

2014

2014

2014

2014

£000

£000

£000

£000

5.1% swap (31 March 2014:amortising swap)

608,920

612,800

(56,849)

(67,507)

5.4% amortising swap

304,008

306,818

(32,955)

(38,463)

5.4% swaps

196,622

196,622

(21,804)

(25,227)

4.4% amortising swap*

33,091

35,600

(3,579)

(4,518)

4.4% swaps*

21,529

22,843

(2,391)

(2,991)

1,164,170

1,174,683

(117,578)

(138,706)

* denominated in Euros, converted at the relevant period end rate.

 

All of the above instruments expire between April and July 2017 and are included in non-current liabilities.

 

The Group uses all of its interest rate derivatives in risk management as cash flow hedges to protect against exposures to variability in future interest cash flows on bank loans which bear interest at variable rates. The amounts and timing of future cash flows are projected on the basis of their contractual terms.

 

Categories of financial instruments

31 December

31 March

2014

2014

£000

£000

Financial assets

Loans and receivables:

Cash and cash equivalents (note 11)

38,771

25,367

38,771

25,367

Financial liabilities

Financial liabilities at amortised cost:

Accrued interest

(13,530)

(13,264)

Secured bank loans

(1,157,315)

(1,163,643)

Shareholder loans

-

(113,238)

Derivatives in effective hedges:

Interest rate derivatives

(117,578)

(138,706)

(1,288,423)

(1,428,851)

 

At 31 December 2014, all financial assets and liabilities were measured at amortised cost except for interest rate derivatives which are measured at fair value. The derivatives have been valued in accordance with IFRS 13 by reference to interbank bid market rates as at the close of business on the last working day prior to each balance sheet date by JC Rathbone Associates Limited. All interest rate derivatives are classified as "level 2" as defined in IFRS 13 and their fair values are calculated using the present values of future cash flows, based on market forecasts of interest rates and adjusted for the credit risk of the counterparties. There were no transfers to or from other levels of the fair value hierarchy during the period or the prior year.

 

Financial risk management

Through the Group's operations and use of debt financing it is exposed to certain risks. The Group's financial risk management objectives are to minimise the effect of these risks by using derivative financial instruments, particularly to manage exposure to fluctuations in interest rates. Such instruments are not employed for speculative purposes. The use of any derivatives is approved by the Board, which provides guidelines on acceptable levels of interest rate risk, credit risk and liquidity risk.

 

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

 

Market risk

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

 

(a) Market risk - interest rate risk

The Group's interest bearing assets comprise only cash and cash equivalents which do not generate significant amounts of interest, so changes in market interest rates do not have any significant direct effect on the Group's income.

 

The Group is exposed to cash flow interest rate risk from its variable rate borrowings. The Group's policy is to fix the interest rate on all of its secured debt by entering into interest rate derivatives (at present, all interest rate swaps) in order to mitigate this risk. The Group agrees to exchange with an institutional counterparty, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed schedule of notional principal amounts. For the period ended 31 December 2014 and year ended 31 March 2014, after taking into account the effect of interest rate swaps, all of the Group's borrowings were at a fixed rate of interest. The Group's remaining sensitivity to changes in interest rates is disclosed in note 5.

 

Trade and other payables are interest free and have payment terms of less than one year, so it is assumed that there is no interest rate risk associated with these financial liabilities.

 

(b) Market risk - currency risk

The Group prepares its financial statements in Sterling. Some of the Group's assets are located in Germany and as a result the Group is subject to foreign currency exchange risk due to exchange rate movements between Sterling and the Euro, though this risk is partially hedged because both assets and liabilities are held in Euros, and both revenue and expenditure arise in Euros. An unhedged currency risk therefore exists on the value of the Group's net investment in, and returns from, its German operations.

 

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

Nine months to

Year to

31 December

31 March

2014

2014

£000

£000

Effect on profit

204

113

Effect on other comprehensive income and equity

1,046

483

 

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. The principal counterparties are the Group's tenants (in respect of trade receivables arising under operating leases) and banks (acting either as hedging counterparties or as holders of the Group's cash deposits). The credit risk of trade receivables is limited because the counterparties to the operating leases are considered by the Board to be high quality tenants with lease guarantors of appropriate financial strength, and rent over at least the last seven years has historically always been paid on or before its due date. Recovery details and statistics are benchmarked in Board reports to identify any problems at any early stage, and if necessary rigorous credit control procedures will be applied to facilitate the recovery of trade receivables. The Group does not hold any financial assets which are either past due or impaired.

 

The Group's credit risk on hedging instruments and cash deposits is limited because the counterparties are banks with credit ratings which are acceptable to the Board and are kept under review each quarter.

 

Liquidity risk

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

 

The Group seeks to manage its liquidity risk by ensuring that sufficient cash is available to meet its foreseeable needs. The Group's ongoing liquidity needs (excluding debt repayment obligations) are very modest and are managed principally through the deduction of operating costs from rental receipts, before any surplus is applied in payment of interest and part repayment of debt as required by the credit agreements relating to the Group's secured debt.

 

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

 

The following tables show the maturity analysis for financial assets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities, including future interest payments, based on the earliest date on which the Group can be required to pay.

 

31 December 2014

Effective

interest rate

Less than

one year

Between one

and two years

Between two

and five years

Total

£000

£000

£000

£000

Financial assets:

Cash and cash equivalents

0.3%

38,771

-

-

38,771

Financial liabilities:

Accrued interest

(13,530)

-

-

(13,530)

Secured debt

2.5%

(22,420)

(42,057)

(1,172,006)

(1,236,483)

Interest rate derivatives

4.3%

(42,978)

(48,054)

(26,546)

(117,578)

(78,928)

(90,111)

(1,198,552)

(1,367,591)

 

31 March 2014

Effective

interest rate

Less than

one year

Between one

and two years

Between two

and five years

Total

£000

£000

£000

£000

Financial assets:

Cash and cash equivalents

0.3%

25,367

-

-

25,367

Financial liabilities:

Accrued interest

(13,264)

-

-

(13,264)

Secured debt

2.5%

(25,434)

(48,392)

(1,200,135)

(1,273,961)

Shareholder loans

-

-

-

(159,823)

(159,823)

Interest rate derivatives

4.3%

(44,917)

(46,372)

(47,417)

(138,706)

(83,615)

(94,764)

(1,407,375)

(1,585,754)

 

Capital risk management in respect of the financial period

The Board's primary objective when monitoring capital is to safeguard the Group's ability to continue as a going concern, while ensuring it remains within its banking covenants so as to safeguard secured assets and avoid financial penalties. Borrowings are secured on the property portfolio by way of fixed charges and also by floating charges on the assets of the relevant subsidiary companies. The Group is subject to the externally imposed capital requirements disclosed in note 11.

 

At 31 December 2014 the capital structure of the Group consisted of debt (which included the borrowings disclosed in note 14), cash and cash equivalents (see note 11), and equity attributable to the shareholders of the Company (comprising share capital, retained earnings and the other reserves referred to in note 16).

 

As part of the Group's management of its capital structure, consideration is given to the cost of capital. In order to maintain or adjust the capital structure, the Group keeps under review the amount of any dividends or other returns to shareholders, and monitors the extent to which the issue of new shares or the realisation of assets may be required.

 

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

 

15. Share capital

Share capital represents the aggregate nominal value of shares issued. At 31 December 2014, the Company had an issued and fully paid share capital of 168,443,772 ordinary shares of £0.10 each (31 March 2014: one ordinary share of £1).

 

On 16 April 2014, the Company's one ordinary share in issue of £1 was subdivided into ten ordinary shares of £0.10 each, such shares having the same rights and being subject to the same restrictions as the existing ordinary share of £1.

 

Non-interest bearing shareholder loans of £77.9 million were capitalised on 20 May 2014 in exchange for the issue of 77,914,338 ordinary shares of £0.10 each at a value of £1 each. The excess over nominal value was credited to the share premium account. The Directors of the Company considered that the market value of the loans as at the date of capitalisation was equal to their face value.

 

On 21 May 2014, the Company entered into a sale and purchase agreement pursuant to which it issued 81,908,717 ordinary shares of £0.10 each at a value of £1 each to Prestbury 1 Limited Partnership in consideration for the transfer of the entire issued share capital of SIR Hospital Holdings Limited to the Company. The merger relief principles of the Companies Act 2006 were applied in connection with this acquisition such that the excess consideration over nominal value was not credited to the share premium account. The investment in SIR Hospital Holdings Limited was transferred at fair value and accordingly the credit was taken to the merger reserve.

 

On 23 May 2014, the Company, by written resolution, approved a reduction in the £70.1 million standing to the credit of the share premium account at that date and the cancellation of the £73.7 million standing to the credit of the merger reserve. The amounts were transferred to retained earnings and are treated as realised profits.

 

The Company was re-registered as a public company limited by shares on 27 May 2014 and was admitted to trading on AIM on 5 June 2014, raising £15.0 million before expenses through a placing of 8,620,689 new ordinary shares of £0.10 each at a price of 174 pence per share. The excess over nominal value was credited to the share premium account. Transaction costs of £3.1 million were incurred on this transaction.

 

Under the terms of a Commitment Agreement described in note 19, the Company's shareholders prior to listing have each agreed to subscribe in cash for one ordinary share per quarter to cover the fees payable to the Investment Adviser during the year. During the period, 18 ordinary shares of £0.10 each have been issued under this arrangement for total proceeds of £2.2 million. The excess over nominal value was credited to the share premium account. The remaining £0.3 million of advisory fees recognised in the income statement for the period will be invoiced in early 2015.

 

As a result of these transactions, the movement in the number of shares in issue over the period was as follows:

 

Nine months to

Year to

31 December

31 March

2014

2014

Number

Number

At the start of the period

1

1

Subdivision of ordinary share

9

-

Capitalisation of shareholder loans

77,914,338

-

Issue of ordinary shares prior to listing

81,908,717

-

Issue of ordinary shares on listing

8,620,689

-

Issue of ordinary shares since listing under Commitment Agreement

18

-

At the end of the period

168,443,772

1

 

16. Reserves

The nature and purpose of each of the reserves included within equity at 31 December 2014 is as follows:

 

· Share premium reserve: represents the surplus of the gross proceeds of share issues over the nominal value of the shares, net of the direct costs of equity issues.

· Other reserves: represents the cumulative exchange gains and losses on the translation of the Group's net investment in its German operations, as well as the impact on equity of the shares to be issued after the balance sheet date, as described in note 19, under the terms of both the Commitment Agreement and the performance fee arrangements.

· Cash flow hedging reserve: represents cumulative gains or losses, net of tax, on effective cash flow hedging instruments.

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

 

17. Operating leases

The Group's principal assets are investment properties which are leased to third parties under non-cancellable operating leases. The average remaining lease term is 25.1 years and the leases contain either fixed or RPI-linked uplifts, with no break options. Contingent rental income arises as a result of the RPI-linked uplifts and amounted to £1.0 million (year to 31 March 2014: £1.2 million) in the period. The future minimum lease payments receivable under the Group's leases, translated at the relevant period end exchange rates, are as follows:

31 December

31 March

2014

2014

£000

£000

Within one year

94,190

92,398

Between one year and five years

392,413

384,907

More than five years

2,355,051

2,399,896

2,841,654

2,877,201

 

18. Net asset value per share

Net asset value per share is calculated as the net assets of the Group attributable to shareholders at each balance sheet date, divided by the number of shares in issue at that date as follows:

31 December

31 March

2014

2014

Number

Number

Number of shares in issue - basic NAV per share

168,443,772

159,823,056

Shares to be issued in settlement of performance fee (note 19)

11,900,432

-

Number of shares in issue - diluted NAV per share

180,344,204

159,823,056

 

On 21 May 2014, by virtue of the reorganisation explained in note 2, the Company and SIR Hospital Holdings Limited (the "Combined Companies") became a legal group. During and at the end of the year ended 31 March 2014, and in the current period until 20 May 2014, the Combined Companies were entities under common control. It is considered that the use of the actual number of shares of the Combined Companies in issue at 31 March 2014 as a denominator in the NAV per share calculations above would not provide meaningful information. Instead, the number of shares in issue at that date has been determined based on the number of shares that would have been in issue had the shareholder loans been capitalised into shares on the basis of one share for each £1 of shareholder loans. The basic NAV has also been adjusted to reflect what it would have been had these loans been capitalised at that date.

 

Diluted NAV per share is adjusted for any shares that will be issued in settlement of performance fees payable, as explained in more detail in note 19. The diluted NAV per share at 31 December 2014 was 190.9 pence per share (31 March 2014: 32.1 pence per share).

 

The European Public Real Estate Association ("EPRA") has issued guidelines aimed at providing a measure of net asset value on the basis of long term fair values. The EPRA measure excludes items that are considered to have no impact in the long term, such as the fair value of interest rate derivatives and deferred tax balances. The Group's EPRA NAV is calculated as follows:

 

31 December 2014

31 March 2014

£000

Pence per share

£000

Pence per

share

Basic NAV

344,305

204.4

(71,282)

(44.6)

Capitalisation of shareholder loans

-

-

113,238

70.9

Deferred tax on shareholder loans

-

-

9,317

5.8

Adjusted basic NAV

344,305

204.4

51,273

32.1

EPRA adjustments:

Deferred tax on investment property revaluations

4,938

2.7

120,636

75.5

Fair value of interest rate derivatives

117,578

65.2

138,706

86.7

Deferred tax on interest rate derivatives

(627)

(0.3)

(27,544)

(17.2)

Dilution from shares issued for performance fee

-

(13.5)

-

-

EPRA NAV

466,194

258.5

283,071

177.1

 

19. Related party transactions and balances

Commitment Agreement

On 29 May 2014, in connection with its listing, the Company entered into a Commitment Agreement with its existing investors at that time in order to fund (in whole or in part) the Company's payment of its contracted advisory fee to Prestbury during the period from listing on 5 June 2014 to 10 July 2016 (the "Commitment Agreement Period").

 

Under the terms of the Commitment Agreement, the cash funding of the advisory fees is required to be satisfied by way of subscription for shares. Each existing investor has agreed to subscribe for one share per quarter over the Commitment Agreement Period amounting to an aggregate of 18 new shares in the Company during this reporting period. The total subscription price payable by the existing investors for the shares to be issued to them in any quarter is equal to the advisory fee payable by the Company to Prestbury in respect of that quarter (subject to a maximum aggregate subscription price of £1.3 million per quarter).

 

Advisory fees payable

Nick Leslau, Mike Brown and Sandy Gumm are Directors of the Company and also hold partnership interests in, and are Chairman, Chief Executive and Chief Operating Officer respectively of, Prestbury Investments LLP ("Prestbury"), which is Investment Adviser to the Group under the terms of an agreement dated 30 May 2014 (the "Investment Advisory Agreement"). Under the terms of the Investment Advisory Agreement, advisory fees of £2.7 million were payable in cash to Prestbury in respect of the period to 31 December 2014, £0.2 million of which was outstanding as at the balance sheet date.

 

Performance fee

Under the terms of the Investment Advisory Agreement, a wholly owned subsidiary of Prestbury may become entitled to a performance fee which rewards growth and aligns Prestbury's interests with those of shareholders. The fee entitlement is calculated annually, with any fee payable settled in shares in the Company subject to certain limited exceptions. It is calculated as the lower of:

 

(i) 20% of the excess of shareholder returns over a 10% annual return with the hurdle automatically resetting each year to 10% over theprevious year's EPRA NAV per share plus cumulative distributions paid since listing; and

 

(ii) 20% of the excess of year end EPRA NAV per share plus cumulative distributions paid over the "high watermark", being EPRA NAV per share plus cumulative distributions per share as at the last time a performance fee was paid (or 172 pence per share, being the pro forma EPRA NAV per share at the time of listing, if a performance fee has yet to be earned).

 

For a performance fee to arise in the period, the EPRA NAV per share of the Group had to exceed 182 pence per share at 31 December 2014. Since this has been achieved, 20% of shareholder returns in excess of that level are attributable to Prestbury, payable by the issue of shares. Sales of these shares are restricted, with the restriction only lifted on a phased basis over a period from 18 to 42 months from the date of listing, subject to a release in the event that Prestbury needs to sell shares to settle any tax liability on the fee income it recognises.

 

The performance fee which has been charged in the income statement for the period from listing to 31 December 2014 amounts to £35.2 million (representing a fee of £32.1 million plus irrecoverable VAT of £3.1 million). The fee is largely offset in the Group's net asset value by an increase in reserves representing the shares to be issued in satisfaction of the fee, with only the irrecoverable VAT settled in cash. In order to satisfy the £32.1 million fee, 11,900,432 shares (c. 7.1% of the Company's issued share capital) will be issued at the average mid-market closing share price of the Company for the period to 31 December 2014 of 270 pence per share. Recognising the cost of the performance fee in these financial statements only impacts the net asset value of the Group to the extent of the irrecoverable VAT but, by reflecting the shares to be issued, it further reduces the Group's net asset value per share and earnings per share.

 

Share purchase agreement

As described in note 15, on 21 May 2014 the Company entered into a sale and purchase agreement with Prestbury 1 Nominee Limited (as nominee) and Prestbury 1 Limited Partnership (as beneficial owner), pursuant to which the Company issued 81,908,717 ordinary shares of £0.10 each (at a value of £1 each) to Prestbury 1 Nominee Limited as nominee for Prestbury 1 Limited Partnership in consideration for the transfer of the entire issued share capital of SIR Hospital Holdings Limited (formerly P1 Hospital Holdings Limited) to the Company. All of the members of Prestbury 1 Limited Partnership at the time of the sale and purchase agreement thereby became shareholders in the Company and still hold these shares, amounting to 95% of the issued share capital of the Company at 31 December 2014.

 

 

Glossary

 

 

EPRA

European Public Real Estate Association

EPRA EPS

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

EPRA NAV

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

EPS

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

Equivalent yield

The constant capitalisation rate which, if applied to all cash flows from an investment property, equates to the fair value

ERV

Estimated rental value, which is the open market rental value expected to be achievable at the date of valuation

Gross LTV

LTV calculated on the gross loan amount and any other secured liabilities

IFRS

International Financial Reporting Standards adopted for use in the European Union

Net initial yield

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

LTV

The outstanding amount of a loan as a percentage of property value

NAV

Net asset value

Net LTV

LTV calculated on the gross loan amount and any other secured liabilities, less cash balances

Reversionary yield

The anticipated yield to which the net initial yield will rise once the rent reaches the ERV

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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Date   Source Headline
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1st Jul 202211:10 amGNWHSBC Bank Plc - Form 8.5 (EPT/RI) - Secure Income REIT plc
1st Jul 202210:01 amGNWForm 8.3 - Secure Income REIT Plc
1st Jul 20229:25 amRNSForm 8.5 (EPT/NON-RI) Secure Income REIT plc Amend
1st Jul 20229:12 amRNSForm 8.5 (EPT/NON-RI) Secure Income REIT Plc
30th Jun 20223:30 pmRNSForm 8.3 - SIR LN

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