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Results for the year ended 31 December 2015

3 Mar 2016 07:00

RNS Number : 8728Q
Secure Income REIT PLC
03 March 2016
 

3 March 2016

 

Secure Income REIT Plc

(the "Company" or the "Group")

 

Results for the year ended 31 December 2015

 

Secure Income REIT Plc (AIM: SIR), the specialist long term income UK REIT, today announces its results for the year ended 31 December 2015.

 

 

Highlights

 

EPRA NAV as at 31 December 2015 of 282.8 pence per share, up 9.4% after incurring early debt repayment costs amounting to nearly 16% of EPRA NAV as at 31 December 2014

 

New long term debt financing arrangements totalling £903 million completed between August and October 2015:

- reducing interest cost by 23% from 6.8% to 5.2% per annum, saving c. £14 million on an annualised basis;

- extending term to maturity from less than two years to c. nine years on significantly improved terms; and

- facilitating payment of maiden distributions to shareholders

 

Intention to pay quarterly distributions commencing in August 2016, initially reflecting a yield of 4.2% on 31 December 2015 EPRA NAV, with highly predictable growth prospects underpinned by annual contractual rental uplifts, either at fixed rates or upwards only uncapped RPI

 

Net loan to value ratio of 61%, down from 70% at 31 December 2014 and 80% at listing in June 2014

 

Asset sales in the year of £382 million at c. 8% above 31 December 2014 book values, comprising the sales of the freehold of Madame Tussauds in London for £332 million and New Hall hospital in Salisbury for £50 million

 

Portfolio valuation up 6.3% since 31 December 2014 to £1.35 billion; net initial yield 5.3%, increasing to at least 5.45% on completion of 2016 fixed rental uplifts in July 2016

 

Weighted average unexpired lease term of 23.5 years with no breaks

 

Passing rent of £76.3 million as at 31 December 2015, secured entirely against major global multi-billion pound quoted businesses

 

Announcement on 3 March 2016 of the intention to place a minimum of 43% of the existing issued share capital held by certain of the six founding shareholders of the Company, in order to:

- create more liquidity in share trading;

- better place the Company for expansion when new opportunities are identified for earnings accretive acquisitions; and

- enable continued compliance with the UK REIT rules

 

 

 

 

31 December 2015

31 December 2014

Change in year

EPRA net asset value

£510.1m

£466.2m

9.4%

EPRA net asset value per share

282.8p

258.5p

9.4%

 

 

 

 

Net asset value

£504.4m

£344.3m

47%

 

 

 

 

Adjusted EPRA earnings per share

2.6p

0.0p

n/a

 

 

Martin Moore, Independent Non-Executive Chairman of the Company, commented: "The robustness of the Group's income streams and the less cyclical nature of its properties provide a great deal of comfort in turbulent markets. These market conditions also tend to be more fertile grounds for Prestbury to source and the Board to deliver favourable transactions. Our investment case remains that, at a time of historically low interest rates and bond yields, investors are faced with a shortage of places where they can obtain a healthy and growing income return combined with a good prospect of capital preservation. This is what we have set out to achieve with Secure Income REIT and, with the intention to pay maiden distributions in August this year, the Board views the future with confidence."

 

 

 

 

ENQUIRIES:

 

Prestbury Investments LLP Tel: 020 7647 7647

Nick Leslau

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

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 26 well established operating real estate assets including some of the UK's top visitor attractions and theme parks: namely Alton Towers theme park and hotel, Thorpe Park and Warwick Castle, as well as 20 private hospitals 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

 

 

Dear Shareholder,

During 2015 we have made significant progress at Secure Income REIT through a combination of selective disposals and a refinancing of all of the Group's debt, which have together reduced the Group's leverage and cost of debt. These initiatives have helped transform Secure Income REIT into a company which is in a position to begin making cash distributions as of August this year, thereby delivering on our objective at listing of creating a company which offers investors a growing distribution derived from a portfolio of high quality assets generating long term, secure income.

 

The two sales during the year were the freehold of Madame Tussauds in London, which was sold for £332.4 million reflecting a net initial yield of 4.5%, and New Hall hospital in Salisbury, which was sold for £49.8 million reflecting a net initial yield of 5.3%. The sale prices achieved were 8% above December 2014 book values and represented an important step on the way to securing new financing and positioning the Company to become a distribution paying REIT.

 

In August and September we secured over £900 million of new financing, completely replacing our original debt, extending our weighted average term to maturity by over seven years to nine years, reducing our annual interest cost by 23%, down to 5.2%, and reducing debt amortisation outflows.

 

These initiatives place the Company in a position where the Board intends to begin making quarterly cash distributions commencing with an interim payment in August 2016 at an annualised 11.75 pence per share, which equates to a distribution yield of 4.2% based on our 31 December 2015 EPRA NAV. Given that every property in our current portfolio has the benefit of an annual RPI review or fixed increase in rent, distributions should be able to grow reliably at an attractive rate.

 

As announced today, the Board is facilitating the intention of certain of the Company's six major shareholders to place a minimum of 77,514,509 shares in order to widen the investor base. This is intended to create more liquidity in the shares, ensure that the Company is better placed for expansion when the time is right, and enable it to continue to qualify under UK REIT rules.

 

Results and financial position

The EPRA NAV is 282.8 pence per share, which represents a 9.4% increase over the year as follows:

 

 

 

£m

Pence per share

EPRA NAV at 1 January 2015

 

466.2

258.5

Investment property revaluation*

 

83.4

46.3

Profit on sale of investment properties

 

24.0

13.3

Rental income net of finance costs and administrative expenses*

 

13.3

7.4

Tax

 

(1.3)

(0.8)

Currency translation movements

 

(1.2)

(0.7)

EPRA NAV excluding early debt repayment costs

 

584.4

324.0

Early debt repayment costs

 

(74.3)

(41.2)

EPRA NAV at 31 December 2015

 

510.1

282.8

* adjusted by £13.0 million (7.2 pence per share) to remove the effect of spreading fixed rental uplifts over the term of the lease - adjustment reduces rental income and increases revaluation movement in equal amounts.

 

Adjusted EPRA EPS is 2.6 pence per share for the year as follows:

 

 

 

Year to

31 December 2015

Pence per share

Nine months to 31 December 2014*

Pence per share

Rental income net of property outgoings:

 

 

 

Portfolio owned at 31 December 2015

 

41.9

33.8

Sold properties

 

6.0

8.2

Net finance costs

 

(40.0)

(39.1)

Administrative expenses and corporate costs

 

(4.5)

(2.2)

Tax

 

(0.8)

(0.7)

Adjusted EPRA EPS

 

2.6

-

* 2014 comparative figures include two months prior to listing. Shares issued in April 2015 in satisfaction of the 2014 incentive fees are treated as having been issued on the last day of 2014 in calculating the weighted average shares in issue.

 

Over the course of the year, the portfolio valuation rose by 6.3% to £1.35 billion, reflecting a net initial yield of 5.3% and an equivalent yield of 6.4%. The Group enjoys significant income security with financially strong covenants and a weighted average unexpired lease term of 23.5 years. 58% of our rent roll is guaranteed by Ramsay Health Care Limited, listed on the Australian Stock Exchange with a market capitalisation of £6.9 billion* and one of the five largest private healthcare groups in the world. A further 39% of rents are guaranteed by Merlin Entertainments Plc, a FTSE 100 constituent with a market capitalisation of £4.7 billion*, the largest operator of visitor attractions in Europe and the second largest in the world. The remainder of our rent roll is guaranteed by Orpea SA, the European leader in dependency care, listed on Euronext Paris with a market capitalisation of £3.6 billion*.

 

As important as the security of income is its potential to grow. Two thirds of our rent roll is subject to annual fixed uplifts (ranging from 2.75% to 3.34% and averaging 2.8% per annum) and the remaining third is subject to annual RPI-linked upward only reviews. This combination of long income duration with rising rents, underpinned by financially strong tenants, is not only well sought after in the current market but proved highly resilient in the last recession.

 

Outlook

2016 has so far brought turbulence to stock markets around the world as investors grapple with greater uncertainty. China's slowdown has spurred a dramatic fall in commodity and oil prices which should benefit UK consumers, putting more money into their pockets, but this will only boost the UK economy if they have the confidence to go out and spend it. The risk of a possible Brexit has pushed Sterling towards seven year lows and the chance of further depreciation may deter some overseas investors from buying real estate in London, at the very least until the outcome of the referendum is known. We have also seen the share prices of major REITs fall further and faster than the market indices this year which may have been prompted by concerns as to whether we are reaching the end of another cycle for conventional commercial property. It is interesting to note that the share prices of REITs specialising in alternative, less cyclical sectors have been much more resilient.

 

The robustness of the Group's income streams and the less cyclical nature of its properties provide a great deal of comfort in turbulent markets. These market conditions also tend to be more fertile grounds for the Investment Adviser to source and the Board to deliver favourable transactions. Our investment case remains that at a time of historically low interest rates and bond yields, investors are faced with a shortage of places where they can receive a healthy and growing income return combined with a good prospect of capital preservation. This is what we have set out to achieve with Secure Income REIT and with the intention to pay maiden distributions in August this year the Board views the future with confidence.

 

Martin Moore

Chairman

3 March 2016

 

* as at 2 March 2016

 

Strategic Report

 

 

Strategy and investment policy

The Group is a property investment business specialising in owning long term, secure income streams from real estate investments, offering inflation protection. A long term income stream is considered to have a weighted average term to maturity in excess of 15 years at the time of acquisition. Income security is assessed by reference either to the financial strength of the tenants or to the extent of asset cover provided by way of residual asset value.

 

There are no other UK REITs specialising in long leases across a range of property sectors. Against a backdrop of significant reduction in income security in the UK real estate market caused by a marked decline in the average term to first tenant lease break or expiry, and mindful of the growing requirement amongst investors for long term, secure income flows, the Board aims to fill this gap in the market and further build a substantial diversified long term income portfolio.

 

The existing portfolio comprises 26 freehold investment properties let for a weighted average term of 23.5 years from 31 December 2015. All properties are fully let on full repairing and insuring leases. The portfolio is considered by the Board to offer attractive geared returns from high quality real estate, with financially strong tenants operating with well established brands in industry sectors with strong defensive characteristics. Having listed in 2014 and refinanced the Group's entire secured debt in 2015 to reduce the cost of debt and extend its term to maturity, the Board proposes to build on its existing portfolio to create a diversified portfolio of long term, secure income streams from real estate investments across a range of property sectors, enhancing prospects for attractive total returns through earnings accretive acquisitions.

 

The Board believes that it will be able to seek acquisition opportunities from a range of sources including operating businesses, non-REITs with latent capital gains fettering sale prospects, and structures where the Company's shares may be used as currency to unlock value. Throughout this process, the Directors' intention is to exercise strong capital discipline, using equity accretively and debt prudently to enhance returns for shareholders.

 

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 has been 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. Once distributions are paid, this measure will include distributions paid to encompass Total Shareholder Return.

 

The Group's EPRA NAV per share at 31 December 2015 was 282.8 pence, which represents a 9.4% increase over the year as follows:

 

 

Year to

31 December 2015

Pence per share

Nine months to 31 December 2014

Pence per share

EPRA NAV per share at start of period

258.5

176.1

Investment property revaluation*

46.3

102.0

Profit on sale of investment properties

13.3

-

Rental income* less finance costs and administrative expenses

7.4

1.8

Incentive fee

-

(20.1)

Tax

(0.8)

(0.9)

Currency translation movements

(0.7)

(0.4)

EPRA NAV excluding early debt repayment costs

324.0

258.5

Early debt repayment costs

(41.2)

-

EPRA NAV per share at end of period

282.8

258.5

* adjusted by 7.2 pence (2014: 6.7 pence) to remove the impact of rent smoothing adjustments, which arise from the Group's accounting policy to spread the impact of fixed rental uplifts evenly over the whole term of relevant leases. The rent smoothing adjustments reflected in the financial information currently increase rental income and reduce property valuation gains, and are excluded in this table to better reflect the Group's actual rental income flows.

 

Key performance indicator - adjusted EPRA earnings per share

The Company will initiate quarterly payments of cash distributions to shareholders in August 2016. In order to monitor its ability to make distributions, the Board uses the Group's adjusted EPRA earnings per share ("EPS") as a key performance indicator. EPRA EPS excludes investment property revaluations, profits on sale of investment properties, fair value movements in any interest rate derivatives and deferred tax from the Group's reported earnings to give a measure of underlying earnings from core operating activities. Adjusted EPRA EPS excludes the incentive fee (largely derived from investment property revaluations) and the non-recurring costs of the reorganisation and listing (nil this year but expected to include the costs of the secondary placing, currently estimated at c. £2.0 million, in the 2016 financial year), and is further adjusted to remove the effect of smoothing the fixed rental uplifts in order not to artificially flatter dividend cover calculations now that distributions are to be initiated.

 

Since the Group's financing costs changed materially as a result of the refinancing, the table below shows adjusted EPRA EPS before and after completion of the refinancing to illustrate the position under the current capital structure:

 

 

 

Year to

31 December 2015

Pence per share

Nine months to 31 December 2014

Pence per share

Rental income net of property outgoings, excluding rent smoothing

 

36.8

42.0

Net finance costs

 

(33.2)

(39.9)

Administrative expenses and corporate costs

 

(3.4)

(2.2)

Tax

 

(0.8)

(0.7)

Unwinding discount on shareholder loans net of deferred tax

 

-

0.8

Adjusted EPRA EPS prior to completion of refinancing *

 

(0.6)

-

Rental income net of property outgoings, excluding rent smoothing

 

11.1

-

Net finance costs

 

(6.8)

-

Administrative expenses and corporate costs

 

(1.1)

-

Tax

 

-

-

Adjusted EPRA EPS since completion of refinancing *

 

3.2

-

Adjusted EPRA EPS for the period

 

2.6

-

* completion of final tranche of refinancing on 2 October 2015

 

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

 

Key performance indicator - net loan to value ratio

The Board monitors the Group's net loan to value ratio ("net LTV") with a view to managing the capital structure of the business throughout varying market conditions. During the year, the net LTV has fallen from 70% to 61% reflecting reduced debt levels following asset sales and the impact of unrealised property valuation surpluses.

 

Key performance indicator - uncommitted cash

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

 

The Group's uncommitted cash was £52.7 million as at 31 December 2015, compared to £12.2 million as at 31 December 2014. The balance increased materially during the year following the new loan financing arrangements and asset sales.

 

Key performance indicator - headroom on debt covenants

The extent to which financial covenants are tested varies across the portfolio. Covenants have been negotiated with the aim of protecting the Group as far as possible from movements in investment property valuations which are not related to changes in the rental cash flows:

 

· the Healthcare 2 loan is subject to LTV and interest cover tests throughout the loan term;

· the Healthcare 1 loan is not tested for LTV until September 2019 but is subject to an interest cover cash trap test throughout the loan term; and

· the Leisure loans are not subject to any LTV default covenant or interest cover tests throughout the loan term, though there are LTV levels which could trigger a cash trap or full cash sweep from August 2018.

 

The Board reviews the headroom on all financial covenants at least quarterly. As at 31 December 2015 the relevant positions were as follows, alongside the property net initial yield or the fall in projected rent that would be trigger the relevant covenant at the first test date:

 

 

Actual

Covenant

Initial yield triggering LTV test*

Rental headroom over ICR test

Leisure facility (£369.5 million loan at 31 December 2015)

 

 

 

 

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

71.7%

6.6%

 

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

71.7%

7.0%

 

 

 

 

 

 

Healthcare facility 1 (£219.8 million loan at 31 December 2015)

 

 

 

 

LTV test (from September 2019)

59.1%

8.3%

 

Cash trap projected interest cover test

224%

>150%

 

49%

 

 

 

 

 

Healthcare facility 2 (£315.6 million loan at 31 December 2015)

 

 

 

 

Cash trap LTV test

68.5%

6.1%

 

LTV test

68.5%

6.5%

 

Cash trap projected interest cover test

157%

>140%

 

12%

Projected interest cover test

157%

>120%

 

31%

Historic interest cover test

154%

>120%

 

28%

* assuming UK leisure rents increase in line with the RPI swap curve as at 23 February 2016

 

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, with valuation changes magnified by the impact of gearing.

 

The Board notes the relative resilience in value demonstrated by the Group's assets through the wider capital market declines of 2008 to 2011.

 

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

 

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

 

Tenant risk

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

 

Although the Board considers the tenant and guarantor groups to be financially strong, there can be no guarantee that they will remain able to comply with their obligations throughout the term of the relevant leases, and will not suffer any insolvency events.

 

 

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. It could also result in penalties, restricted cash flows out of secured debt groups or ultimately default under secured debt agreements.

 

 

The lease guarantors are all large listed companies with capital structures considered strong 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 all of the Group's investment property and fixed and floating charges over certain other assets.

 

 

 

In the event of a breach of a lending covenant, the Group may be required to pay higher interest costs, to increase debt amortisation out of free cash flow or to make early repayment of debt, which would affect cash flows and EPRA EPS. In certain circumstances the Company's ability to make cash distributions to shareholders may be curtailed.

 

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

 

 

The Group's borrowing arrangements comprise three ring-fenced subgroups with no cross-guarantees between them and no recourse to other assets outside the secured subgroups.

 

Only one facility has an annual LTV default covenant and another has a default LTV covenant starting in September 2019. Group borrowing arrangements also include interest cover or debt service cover tests.

 

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

 

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

 

Exchange rate risk

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

 

 

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

 

Exchange rate risk is partially hedged through the use of Euro denominated assets and liabilities, limiting the exposure to the Euro net asset value which at the year end exchange rate amounts to c. 4% of EPRA NAV as at 31 December 2015.

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 property income subject to UK corporation tax. In particular, the Company is required to cease being a close company by 4 June 2017.

 

 

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

 

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

 

The proposed placing announced on 3 March 2016 is expected to result in the Company no longer being considered a close company.

Liquidity risk

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

 

With highly predictable income and costs, there is limited scope for unexpected liquidity pressures outside the main tenant risk. However, there is a risk that the OECD's Base Erosion and Profit Shifting ("BEPS") proposals could affect the Group's cash flows.

 

 

A breach of a lending 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, and reducing cash available for distributions.

 

BEPS proposals could be implemented in such a way as to increase the Group's Property Income Distribution ("PID") requirement beyond the surplus cash flow available.

 

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 at least quarterly; projections at least two years ahead are included in the Group budget and are updated for review when the interim and annual reports are approved.

 

The Group has uncommitted cash reserves out of which increases in required PIDs could be met in the medium term, or a scrip dividend alternative could be offered.

 

 

Following the refinancing during the year, the Directors consider that the access to financing risk previously reported is no longer significant as at 31 December 2014. Apart from the BEPS issue included under liquidity risk there are no new risks reported this year.

 

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 year ended 31 December 2015.

 

Portfolio

The portfolio comprises 26 properties with secure, long term income and contractual uplifts offering inflation protection. The rent is derived from tenants whose businesses offer global spread and have performed very well over many years, including the recent recession, demonstrating their strong defensive qualities.

 

Healthcare assets (62% of portfolio value)

The healthcare assets comprise 20 freehold private hospitals: a portfolio of 19 located throughout England let to a subsidiary of Ramsay Health Care Limited, the listed Australian healthcare company, and a single property in central London let to Groupe Sinoue, a French company specialising in mental health. Passing rent on the current portfolio is as follows:

 

 

31 December 2015

£m

31 December 2014*

£m

Acute hospitals - guaranteed by Ramsay Health Care Limited

44.4

43.2

Lisson Grove psychiatric hospital - guaranteed by Orpea SA

1.9

1.8

 

46.3

45.0

* excluding property sold in 2015

 

The leases on the Ramsay hospitals are all guaranteed by Ramsay Health Care Limited, the listed parent company of one of the top five private hospital operators in the world and a constituent of the ASX 50 index of Australia's largest companies, with a market capitalisation at 2 March 2016 of £6.9 billion.

 

The Ramsay hospitals are let on full repairing and insuring leases with a term to expiry at 31 December 2015 of 21.4 years without break. The rent increases by a fixed 2.75% per annum throughout the lease term in May each year. In addition, at Secure Income REIT's option rent could be increased in 2017 to the higher of 2.75% or 57.525% of site earnings before interest, tax, depreciation, amortisation, rent and head office costs, and every fifth year thereafter to the higher of a 2.75% uplift and open market rental value. As a result of the fixed uplift, the passing rent on this sub-portfolio will increase to £45.6 million on 3 May 2016.

 

The lease on the London psychiatric hospital in Lisson Grove is guaranteed by Orpea SA, the listed parent company of the Orpea Group, a leading European operator of nursing homes, post-acute care and psychiatric care, listed on Euronext Paris with a market capitalisation at 2 March 2016 of £3.6 billion. Orpea owns 45% of Group Sinoue, which is the parent company of the tenant.

 

The Lisson Grove hospital is let on a full repairing and insuring lease with a term to expiry at 31 December 2015 of 28.6 years without break. The rent increases by a fixed 3.0% per annum throughout the lease term in May each year and, as a result, the passing rent on the property will increase from £1.87 million to £1.92 million on 3 May 2016.

 

Leisure assets (38% of portfolio value)

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

 

 

31 December 2015

£m

31 December 2014*

£m

UK

25.1

24.9

Germany (at 31 December 2015 exchange rates)

4.9

4.8

Total leisure

30.0

29.7

* excluding property sold in 2015

 

The properties are all let to substantial operating subsidiaries of Merlin Entertainments Plc, the guarantor of the leases. Merlin is a FTSE 100 company with a market capitalisation at 2 March 2016 of £4.7 billion. Measured by the number of visitors, it is Europe's largest and the world's second largest operator of leisure attractions.

 

The average unexpired lease term of the leisure assets is 26.5 years and the tenants have two successive rights to renew these leases for 35 years at the end of each term. The leases are on full repairing and insuring terms. There are upwards only uncapped RPI-linked rent reviews every June throughout the term (based on RPI in the twelve months to April each year) for the UK leisure portfolio, which in 2015 resulted in an increase of 0.9%. The German properties are subject to fixed annual increases of 3.34% every July throughout the term, as a result which the German rents will increase to £5.1 million on 29 July 2016 (translated at the 31 December 2015 rate).

 

Portfolio valuation yields at 31 December 2015

 

 

UK

Germany

Total

Healthcare:

 

 

 

 

Net initial yield

 

5.2%

n/a

5.2%

Equivalent yield

 

6.4%

n/a

6.4%

Reversionary yield

 

5.4%

n/a

5.4%

 

 

 

 

 

Leisure:

 

 

 

 

Net initial yield

 

5.4%

6.3%

5.5%

Equivalent yield

 

6.4%

7.9%

6.6%

Reversionary yield

 

5.5%

6.5%

5.6%

 

 

 

 

 

Total portfolio:

 

 

 

 

Net initial yield

 

5.3%

6.3%

5.3%

Equivalent yield

 

6.4%

7.9%

6.4%

Reversionary yield

 

5.4%

6.5%

5.5%

Weighted average unexpired lease term

 

23.4 years

26.6 years

23.5 years

 

Portfolio valuation by location

 

 

Healthcare

Leisure

Total

 

31 December

2015

£m

31December

2014 *

£m

31

December

2015

£m

31

December

2014 *

£m

31

December

2015

£m

31

December

2014 *

£m

Fair value change over the year

England

834.4

767.0

441.6

431.0

1,276.0

1,198.0

6.5%

Germany at constant Euro exchange rate

-

-

77.9

72.1

77.9

72.1

8.1%

Movement in Euro exchange rate

-

-

(4.4)

-

(4.4)

-

(6.0)%

 

834.4

767.0

515.1

503.1

1,349.5

1,270.1

6.3%

* adjusted for sales in the year to exclude sold assets from comparative figures

 

Portfolio valuation uplift in the year

The healthcare valuations at 31 December 2015 reflect a weighted average net initial yield of 5.2% compared to 5.5% at 31 December 2014, resulting in a valuation uplift of £67.4 million (8.8%) in the year.

 

The UK leisure valuations at 31 December 2015 reflect a weighted average net initial yield of 5.4% compared to 5.5% at 31 December 2014, resulting in a valuation uplift of £10.6 million (2.4%) in the year. The German leisure valuations at 31 December 2015 reflect a weighted average net initial yield of 6.3% compared to 6.5% at 31 December 2014, resulting in a valuation uplift of €7.5 million (8.1%) in the year; currency translation movements have, however, reduced the Sterling equivalent resulting in a net valuation uplift of £1.4 million (2.1%) in those German leisure assets over the year. Across the whole leisure portfolio, there has therefore been a valuation increase of £12.0 million (2.4%) in the year.

 

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

 

 

Year to

31 December 2015

£m

Nine months to 31 December 2014

£m

Investment property revaluation movement

83.4

171.8

Currency translation movements on Euro denominated investment properties

(4.0)

(3.8)

 

79.4

168.0

 

In addition to these movements, a rent smoothing adjustment arises on investment property revaluations from the Group's accounting policy, consistent with International Financial Reporting Standards, to spread the impact of fixed rental uplifts evenly over the term of the relevant lease. The adjustments relate to those rents on the healthcare assets which increase by 2.75% (on 96% of healthcare rents) and 3.0% (on 4% of healthcare rents) every May, and those rents on the German leisure assets which increase by 3.34% every July.

 

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

 

 

 

Maximum

Midway

 

Receivable at

receivable

point

 

31 December

at midway

in lease

 

2015

point

term

 

£m

£m

 

Healthcare - acute hospitals

128.1

165.2

May 2022

Healthcare - Lisson Grove

5.8

7.6

May 2022

German leisure*

22.7

34.5

Jan 2025

Total

156.6

207.3

 

* at the year end Euro conversion rate of €1:£0.7350

 

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, increasing rental income and reducing property revaluation gains, and does not change the Group's net assets.

 

The annual impact of this adjustment is known with certainty unless there are acquisitions, disposals or lease variations. The additional revenue and reduced valuation movement recognised during the year and for each of the next three financial years is as follows:

 

 

Healthcare

German leisure*

Total

 

£m

£m

£m

2015

10.9

2.1

13.0

2016

9.6

2.0

11.6

2017

8.3

1.8

10.1

2018

7.0

1.6

8.6

* at the 2015 average Euro conversion rate of €1:£0.7256

 

Property sales in the year

During the year the Group sold Ramsay's New Hall Hospital in Salisbury and Madame Tussauds London. The sales raised funds at very attractive prices to repay debt and, in the case of Madame Tussauds, represented an opportunity to sell by far the largest asset by value in the portfolio.

 

New Hall Hospital was sold in March 2015 for £49.8 million, which represented a net initial yield of 5.3% and a sale price £3.8 million (8.2%) above its 31 December 2014 valuation. The sale completed in May 2015 and the net proceeds of £49.2 million were used in part repayment of secured debt and early debt repayment costs.

 

Madame Tussauds was sold in May 2015 for £332.4 million, which represented a net initial yield of 4.5% and a sale price £23.0 million (7.4%) above its 31 December 2014 valuation. The sale completed in August 2015 and the net proceeds of £330.1 million were used in part repayment of secured debt and early debt repayment costs, with surplus cash added to the Group's cash resources.

 

Financing

During the year and following repayment of a portion of the existing debt out of the proceeds of two asset sales, the Group's debt was refinanced with three new secured facilities, in order to provide a spread of risk and to better achieve improved financing terms. Following the refinancing, 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 three ring-fenced sub-structures.

 

The impact of the sales and refinancing on the Group included:

 

· weighted average cost of debt reduced by 23% from 6.8% to 5.2% per annum, saving c. £14 million on an annualised basis on the £902.6 million (at exchange rates at the time of drawdown) of new debt;

· weighted average term to maturity at drawdown increased from under two years to nearly nine years;

· term to first debt expiry at drawdown increased from under two years to seven years; and

· while there remains some scheduled amortisation there are no full cash sweep arrangements, further freeing up cash flow to service distributions.

 

As noted in the Chairman's Statement in the 2014 annual report, accelerated repayment of the loan facilities previously in place resulted in various costs, including costs of termination of interest rate swaps. Prior to embarking on the early debt repayments, the Board first sought agreement with the previous lender, Bank of Scotland Plc, to share the early termination costs, mindful of the benefits to the lender of early repayment. Consequently, the total £88.1 million cash cost of early termination of the interest rate swaps as a result of the asset sales and refinancing was reduced by £27.5 million to a net £60.6 million. In addition, exit fees and other early termination costs payable in cash amounted to £8.4 million and a non-cash charge relating to the write off of the unamortised finance costs on the old loans amounted to £5.3 million, bringing total early repayment costs to £74.3 million.

 

As the balance sheet already recorded interest rate derivatives at their market values, there was minimal impact on the reported net asset value as a result of the swap terminations. However, since EPRA NAV excludes the market valuation of interest rate derivatives, the Group's EPRA NAV was reduced by £74.3 million or 41.2 pence per share in early debt repayment costs.

 

Each new facility is self-contained, with no cross default provisions between the three of them, and the key terms at drawdown were as follows:

 

 

Healthcare 1

Healthcare 2

Leisure

Loan principal

£220.0m

£315.6m

£367.0m*

Number of assets securing loan

9

11

6

Fixed interest rate

4.29%

5.30%

5.72%

Amortisation per annum assuming full covenant compliance

£1.0m

 

£3.2m

 

£3.7m

(years 6 and 7)

Final repayment date

September 2025

October 2025

October 2022

* comprising £316.8 million of senior and mezzanine sterling loans secured on the UK assets and €71.8 million of senior and mezzanine Euro denominated loans secured on the German assets (translated at the actual exchange rate of €1:£0.6992 at the date of drawdown) with all leisure loans cross-collateralised.

 

The Group's gross and net debt at 31 December 2015 was as follows:

 

 

Healthcare 1

Healthcare 2

Leisure

Portfolio total

Unsecured

Group

total

 

£m

£m

£m

£m

£m

£m

Gross debt

219.8

315.6

369.5*

904.9

-

904.9

Secured and regulatory cash

(5.2)

(12.7)

(7.7)

(25.6)

(0.4)

(26.0)

Free cash

-

-

(1.6)

(1.6)

(54.0)

(55.6)

Net debt

214.6

302.9

360.2

877.7

(54.4)

823.3

 

 

 

 

 

 

 

Property value

371.9

462.5

515.1

1,349.5

-

1,349.5

 

 

 

 

 

 

 

Net LTV

57.7%

65.5%

69.9%

65.0%

 

61.0%

* including €71.8 million of Euro loans translated at the year end exchange rate of €1:£0.7350

 

Following scheduled amortisation payments in January 2016, total gross debt at the date of this report, including Euro denominated debt at the 31 December 2015 exchange rate, is £903.6 million.

 

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

 

Financial review

EPRA net asset value

The Board measures the Group's progress primarily through the growth in EPRA net asset value ("EPRA NAV") per share. EPRA NAV strips out the impact of any hedging revaluations and deferred tax on investment property revaluations to provide a measure of the fair value of a property company on a long term basis. Once distributions are initiated the measure monitored by the Board will include distributions paid so as to represent Total Shareholder Return.

 

The EPRA NAV at 31 December 2015 of 282.8 pence per share represents a 9.4% increase over the year, which arose as follows:

 

Year to 31 December 2015

Nine months to 31 December 2014

 

£m

Pence per share

£m

Pence per share

EPRA NAV at start of period

466.2

258.5

283.1

177.1

Investment property revaluation

83.4

46.3

160.6

95.3

Profit on sale of investment properties

24.0

13.3

-

-

Net results: rental income less administrative expenses and finance costs

13.3

7.4

14.1

8.5

Tax:

 

 

 

 

UK REIT excess interest charge

(1.3)

(0.8)

(0.7)

(0.3)

Deferred tax charge

-

-

(0.9)

(0.6)

Currency translation movements

(1.2)

(0.7)

(0.6)

(0.4)

Incentive fee

-

-

(3.1)

(20.1)

Adjustments in relation to listing

-

-

13.5

(1.0)

EPRA NAV excluding early debt repayment costs

584.4

324.0

466.2

258.5

Early debt repayment costs

(74.3)

(41.2)

-

-

EPRA NAV at end of period

510.1

282.8

466.2

258.5

 

The movements in investment property valuations are described above in the Portfolio section of this report. The other elements of the Group's EPRA NAV movements for the year are explained in the Income Statement section below.

 

EPRA triple net asset value

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

 

 

31 December 2015

31 December 2014

 

£m

Pence per

share

£m

Pence per

share

EPRA NAV

510.1

282.8

466.2

258.5

Fair value of fixed rate debt

(7.3)

(4.0)

-

-

Deferred tax on German investment property revaluations

(5.7)

(3.1)

(4.9)

(2.7)

Fair value of hedging instruments, net of German deferred tax

-

-

(117.0)

(64.8)

EPRA triple NAV at end of period

497.1

275.7

344.3

191.0

 

EPRA earnings per share

In order to monitor the Group's recurring profitability and its ability to make appropriately covered distributions, the Board uses the Group's adjusted EPRA earnings per share ("EPRA EPS") as a key performance indicator. EPRA EPS excludes investment property revaluations, fair value movements and early termination costs of interest rate derivatives, and the relevant deferred tax on those items to give a measure of underlying earnings from core operating activities.

 

Adjusted EPRA EPS excludes the incentive fee (largely derived from investment property revaluations) and the non-recurring costs of the reorganisation and listing, and is further adjusted to exclude the effect of smoothing the fixed rental uplifts included in rental income (where the EPRA adjustments already exclude the rent smoothing impact in revaluations) in order not to artificially flatter dividend cover calculations now that distributions are to be initiated.

 

As a result, EPRA EPS and adjusted EPRA EPS are calculated as follows:

 

 

Year to 31 December 2015

Nine months to 31 December 2014

 

£m

Pence per share

£m

Pence per share

Rental income net of property outgoings

99.4

55.1

80.9

48.7

Net finance costs

(72.3)

(40.0)

(66.3)

(39.9)

Administrative expenses and corporate costs

(8.1)

(4.5)

(6.6)

(4.0)

Tax

(1.3)

(0.8)

(1.2)

(0.7)

Incentive fee

-

-

(35.2)

(21.1)

Unwinding discount on shareholder loans net of deferred tax

-

-

1.4

0.8

EPRA earnings

17.7

9.8

(27.0)

(16.2)

Rent smoothing

(13.0)

(7.2)

(11.3)

(6.7)

Incentive fee

-

-

35.2

21.1

One-off costs of reorganisation and listing

-

-

2.9

1.8

Adjusted EPRA earnings

4.7

2.6

(0.2)

-

 

Income statement

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 and profits on disposals.

 

Administrative expenses and corporate costs charged to the income statement in the year, as shown in the table below, are not directly comparable year on year because the prior period only included nine months; because the Group's cost base changed significantly at listing in June 2014, with two months of the prior period reflecting the different cost base; and because the Group incurred material one-off costs in 2014 in connection with the pre-listing corporate reorganisation and listing.

 

The Group's administrative expenses are largely accounted for by the Investment Adviser's fee:

 

 

Year to 31 December 2015

Nine months to 31 December 2014

 

£m

Pence per share

£m

Pence per share

Advisory fees

6.9

3.8

2.7

1.6

Other administrative expenses

0.7

0.4

0.7

0.4

Corporate costs

0.5

0.3

0.3

0.2

Costs of the reorganisation and listing

-

-

2.9

1.8

 

8.1

4.5

6.6

4.0

 

Irrecoverable VAT, which is included as appropriate in each of the line items above, arises on the proportion of the advisory fees and any other expenses incurred by the healthcare portfolio. The VAT disallowed averaged 54% in the year and is currently c. 61%.

 

The majority of the Group's overhead is borne by the Investment Adviser and compensated for by way of advisory fees payable to the Investment Adviser 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: fees are payable at 1.25% per annum on EPRA NAV up to £500 million, plus 1.0% on EPRA NAV from £500 million to £1,000 million plus 0.75% thereafter. Until July 2016, the cash required to satisfy this advisory fee is subsidised by the pre-listing shareholders of the Company up to a maximum of £1.3 million per quarter. During the year £5.0 million of the cash required to fund advisory fee payments was met by those shareholders.

 

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

 

· the cost of the four Independent Directors, whose fees totalled £0.2 million in the year. The other three Directors are partners in the Investment Adviser and receive no remuneration from the Company; and

· other costs of being listed, including nominated adviser fees, registrar fees and ongoing listing fees, which amounted to £0.3 million in the year.

 

Finance costs reflect amounts payable on the new and old debt facilities as follows:

 

 

Year to 31 December 2015

Nine months to 31 December 2014

 

£m

Pence per share

£m

Pence per share

Interest payable on old facilities

54.3

30.2

59.4

35.9

Exit and covenant release fees on old facilities

3.3

1.8

3.1

1.8

Loan cost amortisation on old facilities (non cash)

1.7

0.9

2.2

1.6

Finance costs on old facilities

59.3

32.9

64.7

39.3

Hedging break costs at refinancing

88.1

48.9

-

-

Exit and covenant release fees payable at refinancing

8.4

4.6

-

-

Lender's credit against early debt repayment costs

(27.5)

(15.2)

 

 

Loan costs written off at refinancing (non cash)

5.3

2.9

-

-

Early debt repayment costs

74.3

41.2

-

-

Interest payable on new facilities since drawdown

12.5

6.9

-

-

Loan cost amortisation on new facilities since drawdown (non cash)

0.5

0.3

-

-

Finance costs on new facilities

13.0

7.2

-

-

Finance income

(0.1)

-

-

-

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

-

-

1.7

1.0

Net finance costs for the period

146.6

81.3

66.4

40.3

 

The average interest rate paid across the old and new facilities during the year, excluding fees payable to lenders, was 6.4% per annum (2014: 6.8%). As at 31 December 2015, the average interest rate payable on the new facilities, which is expected to apply in future financial years until the first debt maturity in October 2022, was 5.2% per annum.

 

Currency translation

The majority of the Group's assets are located in the UK and the financial information is therefore presented in Sterling. Just over 4% of the Group's EPRA NAV relates to assets and liabilities relating to properties located in Germany, valued in and generating net earnings in Euros. The fact that assets and liabilities are Euro denominated acts as a partial hedge of the currency risk, but the Group remains exposed to translation differences on the net results and net assets of these operations which are not hedged, with movements recognised in the statement of other comprehensive income.

 

The German properties are valued at €100.1 million as at 31 December 2015, with the Euro tranches of the Group's secured debt facilities amounting to €71.8 million. The Euro weakened against Sterling over the year by 5.6% and as a result there was a net currency translation loss of £1.2 million in EPRA NAV in relation to the German operations.

 

Tax

The Group operates under the UK REIT regime, so its UK and German rental operations are exempt from UK corporation tax, subject to the Group's continuing compliance with the UK REIT rules. The Group is otherwise subject to UK corporation tax.

 

In the event that a UK REIT has financing costs within its exempt UK property business that are not covered at least 1.25 times by profits (calculated on a tax basis but before deducting financing costs and capital allowances), tax is payable at the UK corporation tax rate on the interest over that level, up to a cap of 20% of taxable property business profits before financing costs and capital allowances. During the year, the Group incurred a tax charge of £1.3 million (nine months to 31 December 2014: £0.7 million) on such excess interest at the average tax rate for the year of 20.25% (2014: 21%). The drawdown of the new financing facilities will result in this interest cover test being met, so this tax cost will reduce to zero at the start of the 2016 financial year.

 

German tax is payable on realised profits from the Group's German rental operations. The tax charge for the year of £0.2 million has been offset by a prior period credit of £0.2 million, which is the result of a number of historic adjustments to the tax charges up to and including 2014 following the conclusion of a tax audit relating to the years 2007 to 2012. The balance sheet also includes a deferred tax liability of £5.7 million (2014: £5.4 million) relating to unrealised German capital gains tax on the investment properties. A deferred tax asset of £0.5 million that previously arose on the Group's Euro interest rate swaps was written off during the year following the refinancing of the Euro loan facility and the termination of those swaps.

 

Cash flow

The movement in cash over the year comprised:

 

 

Year to 31 December 2015

Nine months to 31 December 2014

 

£m

Pence

per share

£m

Pence

per share

Cash from operating activities

69.8

38.7

66.1

39.2

Net proceeds from sale of investment properties

379.3

210.3

-

-

Net interest and finance costs paid

(86.7)

(48.1)

(60.9)

(36.8)

Net repayment of secured debt - accelerated

(244.4)

(135.5)

-

-

Repayment of secured debt - scheduled amortisation

(5.4)

(3.0)

(6.1)

(3.7)

Early debt repayment costs

(60.3)

(33.4)

-

-

Loan costs on new facilities

(14.4)

(8.0)

-

-

Amounts received in respect of advisory fee recovery

5.0

2.8

2.2

1.3

Proceeds of the share issue on listing net of expenses

-

-

11.9

7.0

Cash flow in the period

42.9

23.8

13.2

7.0

Cash at the start of the period

38.8

23.0

25.4

15.9

Dilution from share issue

-

(1.5)

-

-

Effect of exchange rate movements

(0.1)

-

0.2

0.1

Cash at the end of the period

81.6

45.3

38.8

23.0

 

 

Comprising:

£m

Pence

per share

£m

Pence

per share

Free cash

55.6

30.9

13.0

7.7

Cash reserved for regulatory capital

0.4

0.2

0.5

0.3

Cash secured under lending facilities

25.6

14.2

25.3

15.0

Cash at the end of the period

81.6

45.3

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

 

Group Income Statement

 

 

 

Notes

Year to

31 December

2015

£000

Nine months to

31 December

2014

£000

Revenue

4

99,479

80,946

Property outgoings

 

(33)

(19)

Gross profit

 

99,446

80,927

Administrative expenses

 

(7,656)

(38,568)

Corporate costs

 

(482)

(294)

Costs of reorganisation and listing

 

-

(2,888)

Total administrative expenses

 

(8,138)

(41,750)

Investment property revaluation

10

70,435

160,608

Profit on sale of investment properties

7

23,962

-

Operating profit

5

185,705

199,785

Finance income

6

61

36

Finance costs

6

(146,613)

(66,366)

Profit before tax

 

39,153

133,455

Tax (charge) / credit

8

(2,382)

114,291

Profit for the period

 

36,771

247,746

 

 

 

 

Earnings per share

 

Pence per share

Pence per

share

Basic

9

20.4

149.7

Diluted

9

20.4

139.7

 

All amounts relate to continuing activities.

 

The notes form part of this financial information.

 

Group Statement of Other Comprehensive Income

 

 

 

 

Year to

31 December

2015

£000

Nine months to

31 December

2014

£000

Profit for the period

 

36,771

247,746

Items that may subsequently be reclassified to profit or loss:

 

 

 

Fair value adjustment of interest rate derivatives in effective hedges

 

31,703

21,837

Reclassification of interest rate derivative fair value adjustment to the income statement

 

88,125

-

Tax effect of interest rate derivative fair value adjustment

 

(147)

(26,918)

Deferred tax written off following early termination of interest rate derivatives

 

(480)

-

Currency translation differences

 

(899)

(370)

Total comprehensive income for the period, net of tax

 

155,073

242,295

 

The notes form part of this financial information.

 

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

Year to 31 December 2015

 

At 1 January 2015

16,844

16,156

-

-

33,929

(119,201)

396,577

344,305

Profit for the year

-

-

-

-

-

-

36,771

36,771

Other comprehensive income

-

-

-

-

(899)

119,201

-

118,302

Total comprehensive income, net of tax

-

-

-

-

(899)

119,201

36,771

155,073

Issue of shares

1,190

36,221

-

-

(32,378)

-

-

5,033

At 31 December 2015

18,034

52,377

-

-

652

-

433,348

504,411

 

 

 

 

 

 

 

 

 

 

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

Nine months to 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

Other comprehensive income

-

-

-

-

(370)

(5,081)

-

(5,451)

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 issues 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

 

The notes form part of this financial information.

 

 

Group Balance Sheet

 

 

 

Notes

31 December

2015

£000

31 December

2014

£000

Non-current assets

 

 

 

Investment properties

10

1,349,547

1,625,435

Deferred tax asset

14

-

627

 

 

1,349,547

1,626,062

Current assets

 

 

 

Trade and other receivables

12

114

103

Current tax recoverable

 

-

401

Cash and cash equivalents

13

81,611

38,771

 

 

81,725

39,275

Total assets

 

1,431,272

1,665,337

 

 

 

 

Current liabilities

 

 

 

Trade and other payables

15

(29,293)

(41,035)

Secured debt

16

(2,707)

(4,908)

Current tax payable

 

(862)

(166)

 

 

(32,862)

(46,109)

Non-current liabilities

 

 

 

Secured debt

16

(888,312)

(1,152,407)

Interest rate derivatives

16

-

(117,578)

Deferred tax liability

14

(5,687)

(4,938)

 

 

(893,999)

(1,274,923)

Total liabilities

 

(926,861)

(1,321,032)

Net assets

 

504,411

344,305

 

 

 

 

Equity

 

 

 

Share capital

17

18,034

16,844

Share premium reserve

18

52,377

16,156

Retained earnings

18

433,348

396,577

Cash flow hedging reserve

18

-

(119,201)

Other reserves

18

652

33,929

Total equity

 

504,411

344,305

 

 

 

 

 

 

Pence per share

Pence

per share

Basic NAV per share

20

279.7

204.4

Diluted NAV per share

20

279.7

190.9

EPRA NAV per share

20

282.8

258.5

 

The notes form part of this financial information.

 

 

Group Cash Flow Statement

 

 

 

Notes

Year to

31 December

2015

£000

Nine months to 31 December

2014

£000

Operating activities

 

 

 

Profit before tax

 

39,153

133,455

Adjustments for non-cash items:

 

 

 

Investment property revaluation

10

(70,435)

(160,608)

Profit on sale of investment properties

7

(23,962)

-

Movement in rent smoothing adjustment

10

(13,011)

(11,287)

Administrative expenses settled in shares

 

-

32,378

Finance income

6

(61)

(36)

Finance costs

6

146,613

66,366

Cash flows from operating activities before changes in working capital

 

78,297

60,268

Changes in working capital:

 

 

 

Trade and other receivables

 

(11)

(194)

Trade and other payables

 

(8,155)

6,770

Cash generated from operations

 

70,131

66,844

Tax paid

 

(316)

(743)

Cash flows from operating activities

 

69,815

66,101

 

 

 

 

Investing activities

 

 

 

Proceeds from sale of investment properties

7

379,316

-

Interest received

6

61

36

Cash flows from investing activities

 

379,377

36

 

 

 

 

Financing activities

 

 

 

Drawdown of secured debt

 

905,158

-

Repayment of secured debt

 

(1,154,923)

(6,166)

Interest and finance costs paid

 

(86,804)

(60,882)

Costs of early termination of interest rate derivatives

 

(60,289)

-

Loan costs paid on new facilities

 

(14,437)

-

Net proceeds of share issues

 

5,033

14,131

Cash flows from financing activities

 

(406,262)

(52,917)

 

 

 

 

Increase in cash and cash equivalents

 

42,930

13,220

Cash and cash equivalents at the beginning of the period

 

38,771

25,367

Effect of exchange rate changes

 

(90)

184

Cash and cash equivalents at the end of the period

 

81,611

38,771

 

The notes form part of this financial information.

 

 

Notes to the Group Financial Information

 

 

1. General information about the Group

The financial information set out in this report covers the year to 31 December 2015, with comparative figures relating to the nine month period to 31 December 2014, and includes the results and net assets of the Company and its subsidiaries, together referred to as the Group.

 

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

 

The Company has been listed on AIM since 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 subgroup that owns the healthcare assets) were entities under common control but did not form a single legal group. On 21 May 2014, by way 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 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 the nine month period ended 31 December 2014. 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 nine month period from 1 April 2014 with a corresponding effect on earnings and number of shares used in the EPS calculations (see note 9).

 

Except for the calculation of the number of shares in issue for EPS purposes, the consolidated financial information has been prepared in accordance with the International Financial Reporting Standards adopted for use in the European Union ("IFRS").

 

The financial information contained in this announcement has been prepared on the basis of the accounting policies set out in the financial statements for the year ended 31 December 2015. 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 2015 or 31 December 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 period ended 31 December 2014 have been delivered to the Registrar of Companies and those for the year ended 31 December 2015 will be delivered following the Company's Annual General Meeting. The auditors' reports on both the 31 December 2015 and 31 December 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 information is presented in Sterling as this is the currency of the primary economic environment in which the Group operates. Amounts are rounded to the nearest thousand, unless otherwise stated.

 

Euro denominated results for the German assets have been converted to Sterling at an average exchange rate for the year of €1:£0.7256 (nine months to 31 December 2014: €1:£0.79916), which is not materially different from the actual rates at the time of the transactions. Year end balances have been converted to Sterling at the 31 December 2015 exchange rate of €1:£0.7350 (2014: €1:£0.77877).

 

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

 

The financial information has 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.

 

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

 

Accounting policies which have a significant bearing on the reported financial condition and results of the Group may require subjective or complex judgements. The principal ongoing area of judgement is the investment property valuation where, as described in note 10, the opinion of independent, external valuers has been obtained at each reporting date using recognised valuation techniques and the principles of IFRS 13 "Fair Value Measurement".

 

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

 

(i) Adoption of new and revised standards

No amended standard or interpretation 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 year.

 

(ii) Standards and interpretations in issue not yet adopted

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

 

Effective date

IFRS 9 "Financial instruments"

1 January 2018

IFRS 15 "Revenue from contracts with customers"

1 January 2018

IFRS 16 "Leases"

1 January 2019

 

IFRS 9 deals with the classification and measurement of financial instruments and the Directors do not anticipate that its adoption will have a material impact on the Group's financial statements assuming that the existing capital structure and financing arrangements remain in place at that time. The Group's revenue is derived entirely from leases, which are outside the scope of IFRS 15 but within the scope of IFRS 16. IFRS 15 is not therefore expected to have an impact on the Group. Since IFRS 16 will not result in significant changes of accounting policies for lessors, the Directors do not expect that the adoption of this standard will have a material impact on the Group's financial statements.

 

The IASB and IFRIC have also issued or revised IFRS 11, IAS 16, IAS 38 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 information includes the financial information of the Group's subsidiaries prepared to 31 December under the same accounting policies as the Group as a whole, using the acquisition method. All intra-group balances and transactions are eliminated on consolidation.

 

d) Property portfolio

(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 or losses on disposal are determined as the difference between the net disposal proceeds and the carrying value of the asset in the previous balance sheet adjusted for any subsequent capital expenditure or capital receipts.

 

(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 this financial information 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 period 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. All financial assets currently constitute "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 and deposits held at call with banks and financial institutions, 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. Where there is a change in the terms of an existing loan that is not considered to be a substantial modification of that loan, any associated transaction costs are also amortised over the remaining life of the loan.

 

(v) Interest rate derivatives

The Group has used 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 any 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 by the Group in the year 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 year or prior period, so all movements in the fair value of these instruments are reflected in other comprehensive income.

 

The Group ceases to use hedge accounting if the forecast transaction being hedged against is no longer expected to occur. In such circumstances, the cumulative amounts in other comprehensive income are then reclassified from equity to profit or loss.

 

(vi) Derecognition of financial liabilities

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

 

f) Tax

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

 

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

 

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

 

g) Foreign currency translation

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

 

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

 

h) Equity instruments

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

 

i) Share based payments

The fair value of payments 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 daily 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.

 

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 shareholder returns. The Board has therefore concluded that the Group has operated in and was managed as one business segment, being property investment, in the current year and prior period.

 

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

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Revenue

 

 

UK

92,587

75,251

Germany

6,892

5,695

 

99,479

80,946

Investment properties

 

 

UK

1,276,003

1,553,364

Germany

73,544

72,071

 

1,349,547

1,625,435

 

Revenue, which reflects the impact of rent smoothing adjustments, includes £55.3 million (nine months to 31 December 2014: £42.9 million) relating to the Group's largest tenant, and £41.8 million (nine months to 31 December 2014: £35.8 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. RevenueRevenue comprises:

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Rental income

86,468

69,659

Rent smoothing adjustments

13,011

11,287

 

99,479

80,946

 

The rent smoothing adjustment arises through the Group's accounting policy in respect of leases, which requires the recognition of rental income on a straight line basis over the lease term in certain circumstances, including for the 67% (2014: 57%) of passing rent as at 31 December 2015 which increases by a fixed percentage each year. During the year, this resulted in an increase in revenue and an offsetting entry is recognised in the income statement as a reduction in the gains on investment property revaluation.

 

5. Operating profit

Operating profit is stated after charging fees for:

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Audit of the Company's consolidated and individual financial statements

67

75

Audit of subsidiaries, pursuant to legislation

99

90

Non-audit services in connection with the listing

-

273

 

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

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Martin Moore

75

44

Leslie Ferrar

40

23

Jonathan Lane

35

21

Ian Marcus

35

21

Total charged to the income statement

185

109

 

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

 

6. Finance income and costs

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Recognised in the income statement:

 

 

Finance income

 

 

Interest on cash deposits

61

36

Finance costs

 

 

Interest on secured debt

(66,781)

(59,387)

Amortisation of loan costs (non-cash)

(7,561)

(2,168)

Exit and other fees

(11,646)

(3,135)

Reclassification of fair value adjustment of interest rate derivatives from the cash flow hedging reserve net of lender's share of early termination costs

(60,625)

-

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

-

(1,676)

Total finance costs

(146,613)

(66,366)

Net finance costs recognised in the income statement

(146,552)

(66,330)

 

Included within interest on secured debt is an amount of £35.0 million (nine months to 31 December 2014: £40.7 million) which has been reclassified from other comprehensive income in respect of the Group's interest rate derivatives in effective hedges.

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Recognised in other comprehensive income:

 

 

Fair value adjustment of interest rate derivatives in effective hedges

31,703

21,837

Reclassification of fair value adjustments to the income statement

88,125

-

Total finance income recognised in other comprehensive income

119,828

21,837

 

Net finance costs analysed by the categories of financial asset and liability shown in note 16 are as follows:

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Loans and receivables

61

36

Financial liabilities at amortised cost

(50,982)

(25,651)

Derivatives in effective hedges

(95,631)

(40,715)

Net finance costs recognised in the income statement

(146,552)

(66,330)

 

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:

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Effect on profit for the year

816

-

Effect on other comprehensive income and equity

-

3,993

 

The Group receives interest on its bank balances so an increase in interest rates would increase finance income. There would be no impact on finance costs from a change in interest rates because all of the secured debt in place since 2 October 2015 is at fixed rates.

 

At the previous balance sheet date, interest on secured debt was fixed through interest rate swaps and as a result, changes in interest rates had an impact on the valuation of those interest rate swaps through other comprehensive income and equity, such that an increase in interest rates would result in a credit to other comprehensive income. Since those interest rate swaps were terminated during the year, at 31 December 2015 there were therefore no longer any changes in interest rates that would directly affect other comprehensive income and equity.

 

7. Profit on sale

The profit on sale of investment properties arose as follows:

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Sale proceeds

382,136

-

Sale costs

(2,820)

-

Book value of sold properties

(355,354)

-

 

23,962

-

 

8. Tax

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

Analysis of tax charge / (credit) for the period

£000

£000

Current tax - UK

 

 

UK REIT excess interest charge

1,293

665

Adjustments in respect of prior periods

50

-

Current tax - Germany

 

 

Corporation tax charge / (credit)

242

(130)

Adjustments in respect of prior periods

(226)

-

Deferred tax

 

 

Deferred tax charge / (credit) (see note 14)

1,023

(114,826)

 

2,382

(114,291)

 

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:

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Profit before tax

39,153

133,455

 

 

 

Profit before tax multiplied by the standard rate of corporation tax in the UK of 20.25% (nine months to 31 December 2014: 21%)

7,928

28,026

Effects of:

 

 

Investment property revaluation not taxable

(15,875)

(34,275)

Movement in previously unrecognised tax losses

15,512

3,231

Profit on sale of investment properties not taxable

(4,852)

-

Qualifying property rental business not taxable

(3,633)

4,908

Expenses and finance costs not deductible

1,943

-

UK REIT excess interest charge

1,293

665

German current tax charge / (credit) for the period

242

(130)

Adjustments in respect of prior period

(176)

-

UK deferred tax released on conversion to REIT status

-

(117,276)

Costs of the reorganisation and listing not deductible for tax

-

606

Double tax relief

-

(58)

Other items

-

12

Tax charge / (credit) for the period

2,382

(114,291)

 

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 and German property rental business from UK corporation tax. Gains on the Group's UK and German properties are also generally exempt from UK corporation tax, provided they are not held for trading or in certain circumstances sold in the three years after completion of a development.

 

To remain a UK REIT, there are a number of conditions to be met in respect of the Company, the Group's qualifying activity and the Group's balance of business. Since entering the UK REIT regime the Group has continued to meet these conditions. The condition requiring that the Company must not be a close company includes a grace period of three years from entry into the UK REIT regime. The Company was a close company when it entered the UK REIT regime and continues to be so, but has until 4 June 2017 to comply. The Board is seeking to widen its shareholder base with a view to meeting this requirement within the three year grace period.

 

One of the ongoing REIT tests is an interest cover test that requires the profits of the tax exempt property business of the Group (calculated on a tax basis, but before deducting financing costs and capital allowances) to be at least 1.25 times its cost of financing. If this condition is not met, the Company remains within the UK REIT regime but is required to pay UK corporation tax on an amount equivalent to the excess interest costs or 20% of the tax exempt business profits (calculated on a tax basis but before deducting financing costs and capital allowances) if that is less. The Group did not meet this test throughout the year, so tax of £1.3 million (nine months to 31 December 2014: £0.7 million) was payable. Following the debt refinancing during the year, the interest cover test is being met and therefore, assuming no material changes to the Group's capital structure, no such tax is expected to be payable in future financial years.

 

The Group is subject to German corporation tax on its German property rental business at a rate of 21%. During the year, the German tax charge of £0.2 million has been offset by a credit of £0.2 million arising from a tax audit relating to the years between 2007 and 2012 which has now been finalised, and further repayments relating to 2013 and 2014. This is expected to result in a net repayment of tax to the Group of £0.8 million, of which £0.7 million had been received by 31 December 2015. In addition, a deferred tax liability of £5.7 million (2014: £4.9 million) is recognised for the German capital gains tax that would potentially be payable on the sale of the relevant investment properties (see note 14).

 

9. Earnings per share

Earnings per share ("EPS") is calculated as profit attributable to ordinary shareholders of the Company for each period divided by the weighted average number of ordinary shares in issue throughout the relevant period. Diluted EPS reflects shares to be issued, including any to be issued in settlement of incentive fees that were earned in the relevant period. Where shares are issued in one reporting period relating to the results of the prior period, the shares are treated, for the purposes of calculating the weighted average of shares in issue, as having been issued at the end of that prior period regardless of the actual date of issue.

 

On 20 May 2014, the Company and SIR Hospital Holdings Limited (the "Combined Companies") became a legal group. During the prior period until that date, 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 the 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.

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Profit for the period

36,771

247,746

Unwinding of discount on shareholder loans net of tax

-

1,341

Adjusted profit for EPS

36,771

249,087

 

Weighted average number of shares in issue

Number

Number

Basic EPS

180,344,213

166,406,143

Diluted EPS

180,344,213

178,306,575

 

 

Pence per

share

Pence per

share

Basic EPS

20.4

149.7

Diluted EPS

20.4

139.7

 

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 is presented, excluding the incentive fee, largely derived from investment property revaluations, and the non-recurring costs of the reorganisation and listing. EPRA EPS has also been adjusted in the current year and (for the first time this year) in the prior period to exclude the effect of smoothing fixed rental uplifts in order not to artificially flatter dividend cover calculations now that distributions are to be initiated. This results in a restatement of the prior period comparatives.

 

 

 

Restated

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Basic earnings attributable to shareholders

36,771

249,087

EPRA adjustments:

 

 

Investment property revaluation

(70,435)

(160,608)

Profit on sale of investment properties

(23,962)

-

Costs of early termination of interest rate swaps

60,625

-

Other early debt repayment costs

13,666

-

German deferred tax on investment property revaluation

1,023

1,823

UK deferred tax released on REIT conversion

-

(117,276)

EPRA earnings

17,688

(26,974)

Other adjustments:

 

 

Rent smoothing

(13,011)

(11,287)

Incentive fee

-

35,186

Costs of the reorganisation and listing

-

2,888

Adjusted EPRA earnings

4,677

(187)

 

 

Pence per share

Pence per

share

EPRA EPS

9.8

(16.2)

Diluted EPRA EPS

9.8

(15.1)

 

 

 

Adjusted EPRA EPS

2.6

-

Diluted adjusted EPRA EPS

2.6

-

 

10. Investment properties

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

Freehold investment properties

£000

£000

At the start of the period

1,625,435

1,457,374

Disposals

(355,354)

-

Revaluation movement

83,446

171,895

Currency translation movement

(3,980)

(3,834)

At the end of the period

1,349,547

1,625,435

 

As at 31 December 2015 the properties were independently valued at £1,349.5 million (2014: £1,625.4 million) 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 historic cost of the Group's investment properties as at 31 December 2015 was £1,063.6 million (2014: £1,315.1 million). The Group did not have any contractual investment property obligations at either balance sheet date and responsibility for property liabilities including repairs and maintenance resides with the tenants.

 

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

 

Included within the carrying value of investment properties at 31 December 2015 is £156.6 million (2014: £154.4 million) in respect of the smoothing of fixed contractual rental uplifts as described in note 4. The difference between rents on a straight line basis and rents actually receivable is included within, but does not increase, the carrying value of investment properties. The effect of this adjustment on the revaluation movement is as follows:

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Revaluation movement

83,446

171,895

Rent smoothing adjustment

(13,011)

(11,287)

Revaluation movement in the income statement

70,435

160,608

 

The Board determines the Group's valuation policies and procedures, and is responsible for overseeing the valuations. Valuations are based on information provided from the Group's financial and property reporting systems, such as current rents and the terms and conditions of lease agreements, together with assumptions used by the 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 the independent valuer's assessment of 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 valuers, 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, and reports on its assessment of the procedures to the Board.

 

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

 

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 2015:

 

 

 

 

Healthcare

834,437

Net initial yield

4.5% - 5.8%

5.2%

 

 

Reversionary yield

4.6% - 5.9%

5.4%

Leisure - UK

441,560

Net initial yield

5.2% - 6.1%

5.4%

 

 

Reversionary yield

5.3% - 6.2%

5.5%

 

 

Future RPI assumption per annum

2.0%

2.0%

Leisure - Germany

73,550

Net initial yield

6.3%

6.3%

 

 

Reversionary yield

6.5%

6.5%

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 per annum

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%

 

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 (and vice versa).

 

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 £33,000 (nine months to 31 December 2014: £19,000).

 

11. Subsidiaries

The companies listed below were the subsidiary undertakings of the Company at 31 December 2015, all of which are wholly owned and incorporated in England unless otherwise indicated.

 

Company name

Nature of business

SIR Theme Park Subholdco Limited *

Intermediate parent company and borrower under mezzanine secured debt facility

Charcoal Midco 2 Limited

Intermediate parent company

SIR Theme Parks Limited

Intermediate parent company and borrower under senior secured debt facility

SIR ATH Limited

Property investment - leisure

SIR ATP Limited

Property investment - leisure

SIR HP Limited

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

SIR TP Limited

Property investment - leisure

SIR WC Limited

Property investment - leisure

SIR Hospital Holdings Limited *

Intermediate parent company

SIR Umbrella Limited

Intermediate parent company

SIR Hospitals Propco Limited

Intermediate parent company and borrower under secured debt facility

SIR Downs Limited

Property investment - healthcare

SIR Duchy Limited

Property investment - healthcare

SIR Euxton Limited

Property investment - healthcare

SIR Midlands Limited

Property investment - healthcare

SIR Mt Stuart Limited

Property investment - healthcare

SIR Oaklands Limited

Property investment - healthcare

SIR Renacres Limited

Property investment - healthcare

SIR Rivers Limited

Property investment - healthcare

SIR Springfield Limited

Property investment - healthcare

Thomas Rivers Limited

Property investment - healthcare

SIR Healthcare 1 Limited

Intermediate parent company

SIR Healthcare 2 Limited

Intermediate parent company and borrower under secured debt facility

SIR Ashtead Limited

Property investment - healthcare

SIR Fitzwilliam Limited

Property investment - healthcare

SIR Fulwood Limited

Property investment - healthcare

SIR Lisson Limited

Property investment - healthcare

SIR Oaks Limited

Property investment - healthcare

SIR Pinehill Limited

Property investment - healthcare

SIR Reading Limited

Property investment - healthcare

SIR Rowley Limited

Property investment - healthcare

SIR Winfield Limited

Property investment - healthcare

SIR Woodland Limited

Property investment - healthcare

SIR Yorkshire Limited

Property investment - healthcare

UK Healthcare Partners (General Partner) Limited

 

Dormant (in voluntary liquidation) (registered in Guernsey)

SIR New Hall Limited *

Dormant

SIR MTL Limited *

Dormant

Charcoal Bidco Limited *

Dormant

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

 

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

 

12. Trade and other receivables

 

31 December

31 December

 

2015

2014

 

£000

£000

Prepayments and accrued income

114

103

 

13. Cash and cash equivalents

 

31 December

31 December

 

2015

2014

 

£000

£000

Secured cash

25,598

25,335

Regulatory capital

375

450

Free cash

55,638

12,986

 

81,611

38,771

 

Secured cash is held in accounts over which the providers of secured debt have fixed security. As the Company is considered to be an internally managed Alternative Investment Fund, it is also required by the Financial Conduct Authority to hold a balance of regulatory capital in liquid funds, which is maintained in cash.

 

14. 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 January 2015

(4,938)

-

-

627

(4,311)

Charge to the income statement (note 8)

(1,023)

-

-

-

(1,023)

Movement in other comprehensive income

274

-

-

(627)

(353)

Balance at 31 December 2015

(5,687)

-

-

-

(5,687)

 

 

 

 

 

 

 

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 8)

115,453

(962)

335

-

114,826

Movement in other comprehensive income

245

-

-

(26,917)

(26,672)

Deferred tax released on capitalisation of shareholder loans credited directly to equity

-

-

8,982

-

8,982

Balance at 31 December 2014

(4,938)

-

-

627

(4,311)

 

15. Trade and other payables

 

31 December

31 December

 

2015

2014

 

£000

£000

Trade payables

251

-

Tax and social security

1,347

5,163

Accruals and deferred income

27,695

35,872

 

29,293

41,035

 

16. Financial assets and liabilities

Borrowings

 

31 December

31 December

 

2015

2014

 

£000

£000

Amounts falling due within one year

 

 

Secured debt - current portion of long term facilities

4,387

6,853

Unamortised finance costs

(1,680)

(1,945)

 

2,707

4,908

 

 

 

Amounts falling due in more than one year

 

 

Secured debt

900,521

1,150,712

Exit fee

-

3,978

Unamortised finance costs

(12,209)

(2,283)

 

888,312

1,152,407

 

As at 31 December 2015, the fair value of the Group's secured debt was £912.2 million (2014: £1,158.6 million). The Group had no undrawn, committed borrowing facilities at either balance sheet date.

 

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

 

The analysis of borrowings by currency is as follows:

 

 

31 December

31 December

 

2015

2014

 

£000

£000

Sterling:

 

 

Secured debt

852,150

1,106,109

Exit fee

-

3,978

Unamortised finance costs

(13,093)

(4,008)

 

839,057

1,106,079

Euro:

 

 

Secured debt

52,758

51,456

Unamortised finance costs

(796)

(220)

 

51,962

51,236

 

Interest rate derivatives

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

 

 

Notional amount

Fair value

31 December

31 December

31 December

31 December

2015

2014

2015

2014

£000

£000

£000

£000

5.1% swap

-

608,920

-

(56,849)

5.4% amortising swap

-

304,008

-

(32,955)

5.4% swaps

-

196,622

-

(21,804)

4.4% amortising swap*

-

33,091

-

(3,579)

4.4% swaps*

-

21,529

-

(2,391)

 

-

1,164,170

-

(117,578)

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

 

Categories of financial instruments

 

31 December

31 December

 

2015

2014

 

£000

£000

Financial assets

 

 

Loans and receivables:

 

 

Cash and cash equivalents (note 13)

81,611

38,771

 

81,611

38,771

Financial liabilities

 

 

Financial liabilities at amortised cost:

 

 

Accrued interest

(9,592)

(13,530)

Secured debt

(904,908)

(1,157,315)

Derivatives in effective hedges:

 

 

Interest rate derivatives

-

(117,578)

 

(914,500)

(1,288,423)

 

At each balance sheet date, all financial assets and liabilities were measured at amortised cost except for interest rate derivatives which were measured at fair value. Secured debt, which comprises fixed rate loans, is measured at amortised cost but its fair value is also disclosed as required by IFRS 7. The derivatives and secured debt were valued in accordance with IFRS 13 by reference to interbank bid market rates as at the close of business on the balance sheet date by JC Rathbone Associates Limited. All interest rate derivatives and secured debt were classified as "level 2" as defined in IFRS 13 and their fair values were 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 current year or the prior period.

 

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 fixed rate debt or derivative financial instruments to manage exposure to fluctuations in interest rates. Any such derivative financial instruments are not employed for speculative purposes. Any use of any derivatives is approved by the Board, which monitors 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 and liabilities and foreign currencies, to the extent that these are exposed to general and specific market movements.

 

(a) Market risk - interest rate risk

The Group's interest bearing assets comprise only cash and cash equivalents. Changes in market interest rates therefore affect the Group's finance income. The Group's borrowings since 2 October 2015 are all at fixed rates. Prior that date, the Group was exposed to cash flow interest rate risk as its borrowings were at variable rates. The Group's policy was to fix the interest rate on that debt by entering into interest rate derivatives in order to mitigate this risk. As a result, for both the year ended 31 December 2015 and the period ended 31 December 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 sensitivity to changes in interest rates is disclosed in note 6.

 

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 information 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 remains 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 average and closing Sterling rates against the Euro, was as follows:

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

£000

£000

Effect on profit

204

204

Effect on other comprehensive income and equity

1,862

1,046

 

Credit risk

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

 

The credit risk of trade receivables is considered low because the counterparties to the operating leases are considered by the Board to be high quality tenants with lease guarantors of appropriate financial strength, and rent over at least the last nine 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 credit risk on cash deposits is limited because the counterparties are banks with credit ratings which are acceptable to the Board and are kept under review each quarter or more often if required.

 

Liquidity risk

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

 

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

 

Before entering into any 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.

 

 

Effective

interest rate

Less than

one year

One to two years

Two to five years

More than

five years

Total

31 December 2015

 

£000

£000

£000

£000

£000

Financial assets:

 

 

 

 

 

 

Cash and cash equivalents

0.3%

81,611

-

-

-

81,611

Financial liabilities:

 

 

 

 

 

 

Accrued interest

 

(9,592)

-

-

-

(9,592)

Secured debt

5.2%

(52,833)

(51,093)

(152,941)

(1,043,396)

(1,300,263)

 

 

(62,425)

(51,093)

(152,941)

(1,043,396)

(1,309,855)

 

 

Effective

interest rate

Less than

one year

One to two years

Two to five years

More than

five years

Total

31 December 2014

 

£000

£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)

 

Capital risk management in respect of the financial year

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 debt covenants so as to safeguard secured assets and avoid financial penalties. Borrowings are secured on the property portfolio by way of fixed charges over property assets and over the shares in the parent company of each ring-fenced borrower subgroup, and also by floating charges on the assets of the relevant subsidiary companies.

 

The Group is subject to the externally imposed capital requirements under the AIFMD regime as disclosed in note 13. There have been no breaches of those capital requirements, which have been complied with at all times during the year and up to the date of this report.

 

At 31 December 2015 the capital structure of the Group consisted of debt (note 16), cash and cash equivalents (note 13), and equity attributable to the shareholders of the Company (comprising share capital, retained earnings and the other reserves referred to in note 18).

 

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.

 

17. Share capital

Share capital represents the aggregate nominal value of shares issued. At 31 December 2015, the Company had an issued and fully paid share capital of 180,344,228 (2014: 168,443,772) ordinary shares of £0.10 each.

 

Under the terms of the Commitment Agreement described in note 21, the Company's shareholders prior to listing agreed to subscribe in cash for one ordinary share per quarter until 10 July 2016 to cover the fees payable to the Investment Adviser during the year. During the year, 24 ordinary shares of £0.10 each (nine months to 31 December 2014: 18 ordinary shares) were issued under this arrangement for total proceeds of £5.0 million (nine months to 31 December 2014: £2.2 million). The excess over nominal value was credited to the share premium reserve.

 

Under the terms of the Investment Advisory Agreement described in note 21, during the year the Company issued 11,900,432 ordinary shares of £0.10 each in settlement of incentive fees payable to the Investment Adviser in respect of services provided during the prior period.

 

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

 

 

Year to

Nine months to

 

31 December

31 December

 

2015

2014

 

Number

Number

At the start of the period

168,443,772

1

Issue of ordinary shares in settlement of incentive fee

11,900,432

-

Issue of ordinary shares under the Commitment Agreement

24

18

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

At the end of the period

180,344,228

168,443,772

 

18. Reserves

The nature and purpose of each of the reserves included within equity at 31 December 2015 is as follows:

 

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

· Other reserves: represents the cumulative exchange gains and losses on the translation of the Group's net investment in its German operations, as well as the impact on equity of any shares to be issued after the balance sheet date, as described in note 21, under the terms of both the Commitment Agreement and the incentive fee arrangements.

· Cash flow hedging reserve: represents cumulative gains or losses, net of tax, on effective cash flow hedging instruments. Following the termination of the interest rate swaps during the year, all amounts on this reserve were reclassified to retained earnings and the balance has therefore fallen to £nil.

· 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.

 

19. 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 23.5 years (2014: 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 £0.6 million recognised in the income statement in the year (nine months to 31 December 2014: £1.0 million). 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 December

 

2015

2014

 

£000

£000

Within one year

77,371

94,190

Between one year and five years

324,167

392,413

More than five years

1,845,457

2,355,051

 

2,246,995

2,841,654

 

20. Net asset value per share

The net asset value per share of 279.7 pence (2014: 204.4 pence) is calculated as the net assets of the Group attributable to shareholders divided by the number of shares in issue at the end of the year of 180,344,228 (2014: 168,443,772). Diluted NAV per share is adjusted for any shares that will be issued, including any in settlement of incentive fees payable, as explained in note 21. Since no incentive fee was payable at 31 December 2015, the number of shares for that calculation was 180,344,228 (2014: 180,344,204) and diluted NAV per share at that date was the same as the basic NAV per share at 279.7 pence (2014: 190.9 pence).

 

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 2015

31 December 2014

£000

Pence per share

£000

Pence per

share

Basic NAV

504,411

279.7

344,305

204.4

EPRA adjustments:

 

 

 

 

Deferred tax on investment property revaluations

5,687

3.1

4,938

2.7

Fair value of interest rate derivatives

-

-

117,578

65.2

Deferred tax on interest rate derivatives

-

-

(627)

(0.3)

Dilution from shares issued for incentive fee

-

-

-

(13.5)

EPRA NAV

510,098

282.8

466,194

258.5

 

21. Related party transactions and balances

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 that became effective on listing in June 2014 (the "Investment Advisory Agreement"). Under the terms of the Investment Advisory Agreement, advisory fees of £6.5 million (nine months to 31 December 2014: £2.7 million) were payable in cash to Prestbury in respect of the year, £0.2 million (2014: £0.2 million) of which was outstanding as at the balance sheet date and is included in trade and other payables (note 15).

 

Commitment Agreement

In 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 ordinary shares. Each existing investor has agreed to subscribe for one share per quarter over the Commitment Agreement Period amounting to an aggregate of 24 (nine months to 31 December 2014: 18) new shares in the Company during the current year. 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 Group companies to Prestbury in respect of that quarter (subject to a maximum aggregate subscription price of £1.3 million per quarter). Since advisory fees have begun to exceed that maximum in the current year, those investors have contributed £5.0 million towards the fees in the current year and the remaining £1.5 million has been borne by the Group.

 

Incentive fee

Under the terms of the Investment Advisory Agreement, Prestbury (or a wholly owned subsidiary of Prestbury) may become entitled to an incentive fee which rewards growth and is intended to strongly align Prestbury's interests with those of shareholders. The fee entitlement is calculated annually on the basis of the Group's audited financial statements, with any fee payable settled in shares in the Company (subject to certain limited exceptions). Sales of any shares are restricted, with the restriction 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 incentive fee is calculated in accordance with the Investment Advisory Agreement, the wording of which was clarified on 2 March 2016 to confirm that the incentive fee is calculated annually by reference to growth in EPRA NAV per share on the following basis. If this growth exceeds a hurdle rate of 10% per annum, an incentive fee equal to 20% of this excess is payable to Prestbury. Dividends or other distributions paid in any period are treated as payments on account against achievement of the hurdle rate of return. In the event of an incentive fee being payable at the end of an accounting period, as it was for the period ended 31 December 2014, a "high watermark" is established, represented by the closing EPRA NAV per share after the impact of the incentive fee, which is then the starting point for the cumulative hurdle calculations for future periods. The hurdle will therefore be set at the higher of the EPRA NAV at the start of the year plus 10% or the high watermark EPRA NAV plus 10% per annum.

 

Irrecoverable VAT arises on any element of the fee that relates to the healthcare portfolio. Since new ordinary shares are issued in satisfaction of an incentive fee, the cost of that fee in the financial information only impacts the net asset value of the Group to the extent of that irrecoverable VAT. However, the shares to be issued do reduce the Group's net asset value per share.

 

As at 31 December 2015, EPRA NAV per share did not exceed 284.35 pence per share, at which point the 10% hurdle for the year would have been reached. No incentive fee was therefore payable for the year (nine months to 31 December 2014: £35.2 million charged to the income statement, representing a fee of £32.1 million plus irrecoverable VAT of £3.1 million). Assuming no changes in capital structure, EPRA NAV growth per share, including any distributions, will have to exceed 30.0 pence per share for a fee to be earned for the year ending 31 December 2016; that is, EPRA NAV including distributions for that year will have to exceed 312.8 pence per share (£564.1 million) at 31 December 2016 before any incentive fee becomes payable.

 

 

 

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

 

 

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

Loan to value: 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

 

 

Total Shareholder Return

The increase in EPRA NAV plus distributions paid, usually expressed as a percentage of EPRA NAV

 

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