5 December 2024
Custodian Property Income REIT
plc
(“Custodian Property Income REIT” or “the
Company”)
Interim Results
Active management of diversified
portfolio underpins earnings growth and fully covered
dividend
Custodian Property Income REIT (LSE: CREI), which seeks an
enhanced income return by investing in a diversified portfolio of
smaller, regional properties with strong income characteristics
across the UK, today reports its interim results for the six months
ended 30 September 2024 (“the Period”).
Commenting on the results, David
MacLellan, Chairman of Custodian Property Income REIT, said:
“The Company’s diversified strategy and strong focus on
income has served to deliver relatively stable returns against a
background of improving sentiment towards commercial property
investment. For the six months to 30 September 2024 share price
total return was 8.8%, although investment company share prices
have weakened since the Period end, and NAV total return was 3.6%
with a fully covered dividend providing a significant and defensive
component of total returns.
“I was pleased to be able to announce that dividends per
share of 3.0p (2023: 2.75p) have been declared relating for the six
months to 30 September 2024. The Board expects to continue to pay
quarterly dividends per share of 1.5p to achieve a fully covered
target dividend per share for the year ending 31 March
2025 of no less than 6.0p.
“While the economic and political picture is still uncertain,
the outlook for 2025 is very much brighter for real estate than at
the same time in both of the last two years. The indicators of an
imminent but gradual recovery in capital values strongly outweigh
the risks of continued malaise. Valuations have been flat, and
slightly up since December 2023, while vacancy rates have continued
to fall, and both passing rent as well as estimate rental values
have improved, with private equity becoming increasingly active in
the sector. Furthermore, The Bank of England has cut interest rates
twice and the listed real estate sector has seen ratings improve as
share prices narrow the discount to net asset value.
“Against this backdrop, Custodian Property Income REIT
continues to provide shareholders with an income focused investment
opportunity, with earnings supporting a fully covered dividend, on
top of which there is now the real prospect of a recovery in
valuations to enhance total return. We continue to look for
opportunities to grow the Company through corporate acquisitions
while at the same time expect to progress selective and profitable
disposals to further reduce our revolving debt.”
Asset management driving income
growth
-
EPRA earnings per share for the
Period increased 3.4% to 3.0p (2023: 2.9p) due to an improvement in
occupancy and growth in income generated from PV.
-
Target dividend per share for the
year ended 31 March 2024 of not less than 6.0p, 100% covered in H1,
in line with the Company’s policy of paying fully covered
dividends.
-
Leasing activity during the Period
comprised 29 new lettings, lease renewals and regears across 19
assets.
Five rent reviews at an aggregate
43% above previous passing rent added £0.4m of new rent, with eight
vacant units let across five assets in the industrial, office and
other sectors, in aggregate, in line with ERV, adding £0.7m of new
rent.
Robust balance sheet
-
Fixed rate agreed debt facilities
represent 80% of total drawn debt, significantly mitigating
interest rate risk and maintaining a beneficial margin between the
4.0% aggregate cost of debt and the income returns the property
portfolio continues to generate.
-
NAV per share 93.6p (31 March 2024:
93.4p).
Valuations stable with portfolio
management driving long term returns
-
Strong occupational demand and
asset management improved occupancy and drove a 0.4% like-for-like
increase in portfolio valuation to £582.4m (31 March 2024: £589.1m).
-
£13.7m of disposal proceeds were
generated from the sale of four assets at a 39% premium to
pre-offer valuation.
-
£4.7m was invested in the
refurbishment of existing assets and installation of solar panels
which is expected to both enhance the assets’ valuations and
environmental credentials and, once let, increase rents, delivering
a yield on cost of more than 7%, ahead of the Company’s marginal
cost of borrowing.
Further information
Further information regarding the
Company can be found at the Company's website
www.custodianreit.com or please
contact:
Custodian Capital Limited
|
|
Richard Shepherd-Cross – Managing Director
Ed Moore – Finance Director
Ian Mattioli MBE DL –
Chairman
|
Tel: +44 (0)116 240 8740
www.custodiancapital.com
|
Deutsche Numis
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Hugh Jonathan/George Shiel
|
Tel: +44 (0)20 7260 1000
|
|
www.numiscorp.com
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FTI Consulting
|
|
Richard Sunderland / Ellie Sweeney / Andrew Davis / Oliver
Parsons
|
Tel: +44 (0)20 3727 1000
|
|
custodianreit@fticonsulting.com
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Property highlights
|
30 Sept 2024
£m
|
Comments
|
|
|
|
Portfolio value
|
582.4
|
31 March 2024: £589.1m, 30 September 2023: £609.8m
|
Property valuation increases:
|
1.7
|
Representing a 0.4% like-for-like increase, explained further
in the Investment Manager’s report
|
|
|
|
Capital investment
|
4.7
|
Primarily comprising:
-
£1.7m refurbishing offices in
Manchester and Leeds
-
£1.2m refurbishing and extending an
industrial unit in Livingstone
-
£0.6m invested installing solar
panels at various sites
-
£0.5m refurbishing an industrial
unit in Aberdeen
|
|
|
|
Disposal proceeds
|
13.7
|
At an aggregate 39% premium to pre-offer valuation
comprising:
-
£9.0m vacant industrial unit in
Warrington
-
£2.3m vacant former car showroom in
Redhill
-
£1.8m vacant offices in Castle
Donington
-
£0.6m industrial unit in
Sheffield
|
|
|
|
Disposal proceeds since the Period[1]
end
|
1.4
|
Vacant offices in Solihull, 33% ahead of pre-offer
valuation
|
Financial highlights and performance
summary
|
6 months ended
|
6 months ended
|
12 months ended
|
|
|
30 Sept 2024
|
30 Sept 2023
|
31 Mar 2024
|
Comments
|
Returns
|
|
|
|
|
EPRA[2]
earnings per share[3]
|
3.0p
|
2.9p
|
5.8p
|
The impact of improvement in occupancy and increase in income
from solar panels have exceeded cost inflation
|
Basic and diluted earnings per share[4]
|
3.4p
|
(0.6p)
|
(0.3p)
|
Current period profit reflects stable valuations
|
Profit/(loss) before tax (£m)
|
14.9
|
(2.7)
|
(1.5)
|
Dividends per share[5]
|
3.0p
|
2.75p
|
5.8p
|
Target dividend per share for the year ended 31 March 2025 of
not less than 6.0p,
in line with the Company’s policy of paying fully covered
dividends
|
Dividend cover[6]
|
100%
|
107%
|
101%
|
NAV total return per share[7]
|
3.6%
|
(0.7%)
|
(0.4%)
|
3.4% dividends paid and a 0.2% capital increase
|
Share price total return[8]
|
8.8%
|
(4.4%)
|
(2.6%)
|
Share price increased from 81.4p to 85.4p during the
Period
|
|
|
|
|
|
Capital values
|
|
|
|
|
NAV and EPRA NTA[9]
(£m)
|
412.7
|
422.8
|
411.8
|
NAV increased during the Period due to £1.2m of valuation
increases
|
NAV per share and NTA per share
|
93.6
|
95.9p
|
93.4p
|
Borrowings
|
|
|
|
|
Net gearing[10]
|
28.5%
|
29.6%
|
29.2%
|
Decreased due to disposal proceeds exceeding capital
expenditure and valuations increasing during the Period
|
Weighted average cost of drawn debt facilities
|
4.0%
|
4.2%
|
4.1%
|
Majority fixed rate debt insulating the Company from high
base rate
|
|
|
|
|
|
Costs
|
|
|
|
|
Ongoing charges ratio (“OCR”) excluding direct property
expenses[11]
|
1.28%
|
1.23%
|
1.24%
|
Fixed cost inflation exceeding rate of valuation
increases
|
|
|
|
|
|
Environmental
|
|
|
|
|
Weighted average energy performance certificate (“EPC”)
rating[12]
|
C (52)
|
C (56)
|
C (53)
|
EPCs updated across 11 properties demonstrating continuing
improvements in the environmental performance of the
portfolio
|
The Company presents alternative performance measures
(“APMs”) to assist stakeholders in assessing performance alongside
the Company’s results on a statutory
basis.
APMs are among the key performance indicators used by the
Board to assess the Company’s performance and are used by research
analysts covering the Company. The
Company uses APMs based upon the EPRA Best Practice Recommendations
Reporting Framework which is widely recognised and used by public
real estate companies. Certain
other APMs may not be directly comparable with other companies’
adjusted measures, and APMs are not intended to be a substitute
for, or superior to, any IFRS measures of
performance. Supporting
calculations for APMs and reconciliations between APMs and their
IFRS equivalents are set out in Note 19.
Business model and
strategy
Purpose
Custodian Property Income REIT offers investors the
opportunity to access a diversified portfolio of UK commercial real
estate through a closed-ended fund.
The Company seeks to provide investors with an attractive
level of income and the potential for capital growth, with a focus
on improving the environmental credentials of the portfolio, to
become the REIT of choice for private and institutional investors
seeking high and stable dividends from well-diversified UK real
estate.
Stakeholder interests
The Board recognises the importance of stakeholder interests
and keeps these at the forefront of business and strategic
decisions, ensuring the Company:
-
Understands and meets the needs of
its occupiers, owning fit for purpose properties with a focus on
environmental credentials in the right locations which comply with
safety regulations;
-
Protects and improves its stable
cash flows with long-term planning and decision making,
implementing its policy of paying maintainable dividends fully
covered by recurring earnings and securing the Company’s future;
and
-
Adopts a responsible approach to
communities and the environment, actively seeking ways to minimise
the Company’s impact on climate change and providing the real
estate fabric of the economy, giving employers a place of
business.
Investment Policy
The Company’s investment policy[13]
is summarised below:
-
To invest in a diverse portfolio of
UK commercial real estate, principally characterised by smaller,
regional, core/core-plus properties that provide enhanced
income;
-
The property portfolio should be
diversified by sector, location, tenant and lease term, with a
maximum weighting to any one property sector or geographic region
of 50%;
-
To acquire modern buildings or
those considered fit for purpose by occupiers, focusing on areas
with:
-
High residual values;
-
Strong local economies;
and
-
An imbalance between supply and
demand;
-
No one tenant or property should
account for more than 10% of the rent roll at the time of purchase,
except for:
-
Governmental bodies or departments;
or
-
Single tenants rated by Dun &
Bradstreet as having a credit risk score worse than
two[14], where exposure may
not exceed 5% of the rent roll;
-
Not to undertake speculative
development, except for the refurbishment or redevelopment of
existing holdings; and
-
The Company may use gearing
provided that the maximum loan-to-value (“LTV”) shall not exceed
35%, with a medium-term net gearing target of 25% LTV.
The Board reviews the Company’s investment objectives at
least annually to ensure they remain appropriate to the market in
which the Company operates and in the best interests of
shareholders.
Differentiated property
strategy
The Company’s portfolio is focused on smaller, regional,
core/core-plus assets which helps achieve our target of high and
stable dividends from well-diversified real estate by
offering:
-
An enhanced yield on acquisition –
with no need to sacrifice quality of property, location, tenant or
environmental performance for income and with a greater share of
value in ‘bricks and mortar’;
-
Greater diversification – spreading
risk across more assets, locations and tenants and offering more
stable cash flows; and
-
A higher income component of total
return – driving out-performance with forecastable and predictable
returns.
Richard Shepherd-Cross, Managing Director of the Company’s
discretionary investment manager, commented: "Our smaller-lot
specialism has consistently delivered significantly higher yields
without exposing shareholders to additional risk”.
Sector
|
Weighting by income
30 September 2024
|
|
|
Industrial
|
41%
|
Retail warehouse
|
22%
|
Office
|
16%
|
Other
|
14%
|
High street retail
|
7%
|
|
Location
|
Weighting
by income
30 September 2024
|
|
|
West Midlands
|
20%
|
North-West
|
19%
|
East Midlands
|
13%
|
South-East
|
11%
|
Scotland
|
13%
|
South-West
|
10%
|
North-East
|
9%
|
Eastern
|
4%
|
Wales
|
1%
|
|
Our environmental, social and
governance (“ESG”) objectives
-
Improving the
energy performance of our buildings - investing in carbon reducing technology,
infrastructure and onsite renewables and ensuring redevelopments
are completed to high environmental standards which are essential
to the future leasing prospects and valuation of each
property
-
Reducing energy
usage and emissions -
liaising closely with our tenants to gather and analyse data on the
environmental performance of our properties to identify areas for
improvement
-
Achieving
positive social outcomes and supporting local communities
- engaging constructively with
tenants and local government to ensure we support the wider
community through local economic and environmental plans and
strategies and playing our part in providing the real estate fabric
of the economy, giving employers safe places of business that
promote tenant well-being
-
Understanding
environmental risks and opportunities - allowing the Board to maintain appropriate
governance structures to ensure the Investment Manager is
appropriately mitigating risks and maximising
opportunities
-
Complying with
all requirements and reporting in line with best practice where
appropriate - exposing the
Company to public scrutiny and communicating our targets,
activities and initiatives to stakeholders
Investment Manager
Custodian Capital Limited (“the Investment Manager”) is
appointed under an investment management agreement (“IMA”) to
provide property management and administrative services to the
Company. Richard Shepherd-Cross is
Managing Director of the Investment
Manager. Richard has 30 years’
experience in commercial property, qualifying as a Chartered
Surveyor in 1996 and until 2008 worked for JLL, latterly running
its national portfolio investment team.
Richard established Custodian Capital Limited as the Property
Fund Management subsidiary of Mattioli Woods plc (“Mattioli Woods”)
and in 2014 was instrumental in the launch of
Custodian Property Income REIT from
Mattioli Woods’ syndicated property
portfolio and its 1,200 investors.
Following the successful IPO of the Company, Richard has
overseen the growth of the Company to its current property
portfolio of c.£600m.
Richard is supported by the Investment Manager’s other key
personnel: Ed Moore - Finance Director and Alex Nix - Assistant
Investment Manager, along with a team of five other surveyors and
four accountants.
Chairman’s statement
Custodian Property Income REIT’s strategy is to invest in a
diversified portfolio which, at 30 September 2024, comprised 152
properties geographically spread throughout the UK and across a
diverse range of sectors, with a portfolio yielding
6.9%[15]
(31 March 2014: 6.6%). With an average property value of
c.£4m and no one tenant per property accounting for more than 1.75%
of the Company’s rent roll, property specific risk and tenant
default risk are significantly mitigated.
This diversified strategy and strong focus on income has
served to deliver relatively stable returns against a background of
improving sentiment towards commercial property
investment. For the six months to
30 September 2024 share price total return was 8.8%, although
investment company share prices have weakened since the Period end,
and NAV total return was 3.6% with a fully covered dividend
providing a significant and defensive component of total
returns.
The Company’s weighted average cost of debt has remained at
c. 4.0% and earnings have been resilient with EPRA EPS of 3.0p
(2023: 2.9p) for the Period primarily due to occupancy increasing
since 31 March 2024 from 91.7% to 93.5%.
The rent roll has grown from £43.1m at 31 March 2024 to
£44.3m, or 2.7% on a like-for-like basis and the like-for-like
estimated rental value (“ERV”) of the portfolio has increased by
£0.9m to £49.3m during the Period, providing a reversionary
potential of 11%.
Dividends
In line with the Company’s objective to be the REIT of choice
for institutional and private investors seeking high and stable
dividends from well diversified UK commercial real estate, I was
pleased to announce dividends per share of 3.0p (2023: 2.75p)
relating to the six months to 30 September
2024. The Board expects to continue
to pay quarterly dividends per share of 1.5p to achieve a fully
covered target dividend per share for the year ending
31 March 2025 of no less than 6.0p.
The Board acknowledges the importance of income for
shareholders and its objective remains to grow the dividend at a
rate which is fully covered by net rental income and does not
inhibit the flexibility of the Company’s investment
strategy.
Portfolio
During the Period, and since the Period end, the Company has
generated sale proceeds £15.1m which have allowed the Company to
continue to invest in accretive asset improvements and solar panel
installations whilst reducing the drawn revolving credit facility
to support net earnings. The
Company’s property investment strategy, which targets smaller
regional properties, often provides strategic options to re-lease
or to sell at lease expiry. This
optionality exists because there is an active owner-occupier market
for smaller regional properties, which is much less the case for
larger assets. As a result, four of
the five disposals since 31 March 2024 were vacant buildings sold
ahead of investment value to owner-occupiers or developers, with
one vacant building currently being marketed to sell for partial
redevelopment. Concluding sales
without foregoing rental income is strongly positive to
earnings.
Net asset value
The NAV of the Company at 30 September 2024 was £412.7m,
approximately 93.6p per share:
|
|
|
Pence per share
|
£m
|
|
|
|
|
|
NAV at 31 March 2024
|
|
|
93.4
|
411.8
|
|
|
|
|
|
Valuation increases and depreciation
|
|
|
0.4
|
1.6
|
Profit on disposal
|
|
|
-
|
0.1
|
Net gains on investment property
|
|
|
0.4
|
1.7
|
|
|
|
|
|
EPRA earnings
|
|
|
3.0
|
13.2
|
Quarterly interim dividends paid during the Period
|
|
|
(2.9)
|
(12.7)
|
|
|
|
|
|
|
|
|
|
|
Special dividend, paid during the Period, relating to
FY24
|
|
|
(0.3)
|
(1.3)
|
|
|
|
|
|
NAV at 30 September 2024
|
|
|
93.6
|
412.7
|
Borrowings
The Company’s net gearing decreased from 29.2% LTV at 31
March 2024 to 28.5% during the Period.
The proportion of the Company’s drawn debt facilities with a
fixed rate of interest was 80% at 30 September 2024 (31 March 2024:
78%), significantly mitigating interest rate risk for the Company
and maintaining a beneficial margin between the weighted average
cost of debt of 4.0% (31 March 2024: 4.1%) and income returns from
the property portfolio. The
Company’s debt is summarised in Note 14.
Cost disclosure
exemption
We welcome the Financial Conduct Authority’s recent exemption
of investment companies (including REITs) from the Packaged Retail
and Insurance-based Investment Products (“PRIIPs”) and Markets in
Financial Instruments Directive II (“MiFID II”) regulation. Since
2018 this regulation has obliged wealth managers and platforms to
make cost disclosures to clients that were ‘fundamentally
misleading’[16]
by being presented as being borne by investors despite
actually being incurred by the Company and included within reported
investment performance.
Exacerbated by more recent Consumer Duty regulations these
cost disclosures, which also result in investment companies’
management costs appearing spuriously more expensive than
alternative structures, are likely to have curtailed investment
demand for the Company’s shares over the last six
years.
As the investment industry gradually adjusts to this change,
we expect the Company’s competitive cost structure and high returns
to be very attractive to new investors seeking strong returns from
UK real estate.
Board changes
On 6 November 2024 Ian Mattioli MBE DL stepped down from the
Board to focus on capitalising on the market opportunity in UK
wealth management in his role as Chief Executive Officer of
Mattioli Woods Limited (“Mattioli Woods”), following its recent
transition to private ownership.
The Board has high regard for Ian's insight and expertise and
thanks him for his invaluable contribution as founding director of
the Company since its establishment in
2014. Ian and his family are
expected to remain major, long-term shareholders in the Company and
he is expected to continue to serve a valuable role for the Company
in his capacity as chair of Custodian Capital and as a member of
its Investment Committee.
Also on 6 November 2024 Nathan Imlach, who is currently Chief
Strategic Adviser to Mattioli Woods focusing on acquisitions and
contributing to its future direction, was appointed as a new
Non-Executive Director of the Company for a transition period up
until no later than the end of 2025.
Following that transition period the Company’s board will
become fully independent from the Company’s Investment
Manager.
Nathan is currently Senior Independent Director of Mortgage
Advice Bureau (Holdings) plc. He is
a chartered accountant, holds the ICAEW’s Corporate Finance
qualification and is a Chartered Fellow of the Chartered Institute
for Securities and Investment.
Nathan was previously Chief Financial Officer of Mattioli
Woods, Company Secretary of Custodian Property Income REIT and a
director of Custodian Capital Limited.
Nathan also played a key role in establishing the Company in
2014 and will bring a valuable perspective to the Board prior to
its transition to being fully independent.
Diversity
Our policy on board diversity is summarised in the Annual
Report. The Company follows the AIC
Corporate Governance Code and, from the start of 2026, expects to
meet the FCA’s ‘comply or explain’ target for 40% female Board
representation. Custodian Property
Income REIT is an investment company with no Executive Directors
and a small Board compared to equivalent size listed trading
companies. The Board welcomes the gender and ethnic diversity
offered by the Investment Management team working with the
Company.
ESG
The Company has made further pleasing progress implementing
its environmental policy during the Period, improving its weighted
average EPC score from C (53) to C (52) due to completing
refurbishments. The Board was
pleased to publish its Asset Management and Sustainability report
in June which is available at:
custodianreit.com/environmental-social-and-governance-esg/
This report contains details of the Company’s asset
management initiatives with a clear focus on their impact on ESG,
including case studies of recent positive steps taken to improve
the environmental performance of the portfolio.
Outlook
While the economic and political picture is still uncertain,
the outlook for 2025 is very much brighter for real estate than at
the same time in both of the last two
years. The indicators of an
imminent but gradual recovery in capital values strongly outweigh
the risks of continued malaise.
Valuations have been flat, and slightly up since December
2023, while vacancy rates have continued to fall, and both passing
rent as well as estimate rental values have improved, with private
equity becoming increasingly active in the
sector. Furthermore, The Bank of
England has cut interest rates twice and the listed real estate
sector has seen ratings improve as share prices narrow the discount
to NAV.
Against this backdrop, Custodian Property Income REIT
continues to provide shareholders with an income focused investment
opportunity, with earnings supporting a fully covered dividend, on
top of which there is now the real prospects of a recovery in
valuations to enhance total return.
We continue to look for opportunities to grow the Company
through corporate acquisitions while at the same time expect to
progress selective and profitable disposals to further reduce our
revolving debt.
David MacLellan
Chairman
4 December 2024
Investment Manager’s
report
Property market
After a period of stabilisation, the trajectory of valuations
in 2024 appears to be turning, with two consecutive broadly flat
quarters followed by a 0.5% like-for-like increase in the quarter
ended
30 September 2024.
This profile is consistent with our strongly held view that
market values have now bottomed out and the prevailing trend is
gradually upwards, supported by falling interest rates and the
continued strength of the occupier markets, which should also
deliver rental growth.
Market research published by Savills shows rental growth in
the three main commercial property
sectors: Industrial and logistics
still lead the growth tables, albeit the rate of rental growth is
slowing; office rents are showing growth, but this is both property
and location specific; and retail has returned to growth after five
years of falling rental values. In
the retail sector, it is likely that out-of-town retail will show
the greatest rental growth potential, given the heavily restricted
supply and low vacancy rate, but prime high street rents are also
expected to witness modest growth.
So, while the scene is set for stronger total returns,
principally driven by income and income growth, the direct property
market has not fully reacted to this potential, as demonstrated by
relatively flat valuations. In the
indirect market we have seen significant corporate activity, often
led by private equity, and a narrowing of discounts to
NAV. Both private equity activity
and advancing share prices are lead indicators of a recovering
direct market. It is disappointing
to see publicly owned real estate being sold into private hands at
this point in the cycle, but we believe it is still possible to
access attractive income returns with the prospect of capital
growth from listed UK real estate.
Strong recent leasing activity demonstrates the resilience of
Custodian Property Income REIT’s well-diversified investment
portfolio. 29 new leases/lease
renewals across 19 properties with £2.4m of annual rent have been
signed during the Period. £1.1m of
new rent has been added to the rent roll from:
-
Completing five rent reviews on
industrial assets at an aggregate 43% above previous passing
rent adding £0.4m of new rent;
and
-
Letting eight vacant units across
five assets in the industrial, office and other sectors, in
aggregate, in line with ERV, adding £0.7m of new
rent.
EPRA occupancy[17]
has improved to 93.5% (31 Mar 2024: 91.7%) due to the new
lettings above and the sale of vacant units in Warrington, Redhill
and Castle Donington.
Property portfolio
performance
|
30 Sept
2024
|
30 Sept
2023
|
31 Mar
2024
|
Property portfolio value
|
£582.4m
|
£609.8m
|
£589.1m
|
Separate tenancies
|
338
|
336
|
335
|
EPRA occupancy rate
|
93.5%
|
91.5%
|
91.7%
|
Assets
|
152
|
159
|
155
|
Weighted average unexpired lease term to first break or
expiry (“WAULT”)
|
4.9yrs
|
4.8yrs
|
4.9yrs
|
EPRA topped-up net initial yield (“NIY”)
|
6.9%
|
6.4%
|
6.6%
|
Weighted average EPC rating
|
C (52)
|
C (56)
|
C (53)
|
The property portfolio is split between the main commercial
property sectors in line with the Company’s objective to maintain a
suitably balanced investment portfolio.
The Company has a relatively low exposure to office and high
street retail combined with a relatively high exposure to
industrial and to alternative sectors, often referred to as ‘other’
in property market analysis. The
current sector weightings are:
Sector
|
Valuation
30 September 2024
£m
|
Weighting by income[18]
30 September
2024
|
Valuation
31 March 2024
£m
|
Weighting by income
31 March
2024
|
Valuation movement
£m
|
Weighting by value 30 September 2024
|
Weighting by value 31 March 2024
|
|
|
|
|
|
|
|
|
Industrial
|
287.2
|
41%
|
291.4
|
40%
|
3.1
|
49%
|
49%
|
Retail warehouse
|
125.0
|
22%
|
122.7
|
23%
|
2.3
|
22%
|
21%
|
Other
|
77.2
|
14%
|
78.8
|
13%
|
(0.3)
|
13%
|
13%
|
Office
|
60.2
|
16%
|
63.9
|
16%
|
(3.9)
|
10%
|
11%
|
High street retail
|
32.8
|
7%
|
32.3
|
8%
|
0.5
|
6%
|
6%
|
|
|
|
|
|
|
|
|
Total
|
582.4
|
100%
|
589.1
|
100%
|
1.7
|
100%
|
100%
|
For details of all properties in the
portfolio please see
custodianreit.com/property/portfolio.
Disposals
Owning the right properties at the right time is a key
element of effective property portfolio management, which
necessarily involves periodically selling properties to balance the
property portfolio. Custodian
Property Income REIT is not a trading company but identifying
opportunities to dispose of assets ahead of valuation or that no
longer fit within the Company’s investment strategy is
important.
During the Period the Company sold the following assets for
an aggregate £13.7m, 3% ahead of the most recent valuation, and 39%
ahead of pre-offer valuation:
-
A vacant industrial unit in
Warrington for £9.0m to a developer;
-
A vacant former car showroom in
Redhill for £2.35m to a developer;
-
Vacant offices in Castle Donington
for £1.75m to a flexible office provider; and
-
One unit of a two-unit industrial
asset in Sheffield sold to an owner-occupier for
£0.55m.
Since the Period end the Company sold a vacant office asset
in Solihull to a developer for £1.4m, 33% ahead of its 30 June 2024
valuation.
ESG
The sustainability credentials of both the building and the
location have become ever more important for occupiers and
investors. As Investment Manager we
are absolutely committed to achieving the Company’s ambitious goals
in relation to ESG and believe the real estate sector should be a
leader in this field.
The weighted average EPC across the portfolio is following a
positive trajectory towards an average B rating (equivalent to a
score of between 25 and 50). With
energy efficiency a core tenet of the Company’s asset management
strategy and with tenant requirements aligning with our energy
efficiency goals we see this as an opportunity to secure greater
tenant engagement and higher rents.
During the Period the Company has updated EPCs at 15 units
across 11 properties where existing EPCs had expired or where works
had been completed, improving the weighted average EPC rating from
C (53) at 31 March 2024 to C (52).
The Company’s EPC profile is illustrated below:
|
|
Number of EPCs
|
Weighted average EPC
rating[19]
|
EPC rating
|
|
30 Sept 2024
|
31 Mar 2024
|
30 Sept 2024
|
31 Mar 2024
|
A
|
|
20
|
19
|
10.5%
|
9.9%
|
B
|
|
131
|
127
|
39.3%
|
37.5%
|
C
|
|
128
|
130
|
40.1%
|
40.6%
|
D
|
|
45
|
49
|
7.9%
|
9.2%
|
E
|
|
17
|
18
|
1.9%
|
2.5%
|
F
|
|
8
|
8
|
0.3%
|
0.3%
|
G
|
|
-
|
-
|
-
|
-
|
|
|
349
|
351
|
100%
|
100%
|
The table shows that the weighted average ‘C’ or better
ratings has increased from 79% to 90% during the Period.
The Company has eight ‘F’ rated units in two properties
(Aberdeen and Arthur House, Manchester), both of which have
refurbishments in progress which are expected to improve the EPC
ratings once complete.
The Company’s ‘E’ rated assets are all expected to be
improved by December 2025.
Outlook
The asset management of our carefully curated portfolio of
regional property continues to deliver rental growth, income
security and refurbished buildings with improved environmental
credentials. Current refurbishment
and capital expenditure plans should see all properties achieve an
EPC rating of A-D by December 2025, thus making good progress
towards our stated environmental targets.
Importantly, this work is also enhancing rents and capital
values while keeping properties fit for purpose and in line with
tenant demand. All of this is
essential to protecting and growing long term value and providing
total returns that stay ahead of
inflation.
Richard Shepherd-Cross
for and on behalf of Custodian Capital Limited
Investment Manager
4 December 2024
Financial review
A summary of the Company’s financial performance for the
Period is shown below:
Financial summary
|
Period ended
30 Sept 2024
£000
|
Period ended
30 Sept 2023
£000
|
Year ended
31 Mar 2024
£000
|
Rental revenue
|
20,731
|
20,654
|
42,194
|
Other income
|
242
|
93
|
195
|
Expenses
|
(4,087)
|
(4,036)
|
(8,599)
|
Net finance costs
|
(3,683)
|
(3,726)
|
(8,048)
|
EPRA profits
Abortive acquisition cost
|
13,203
-
|
12,985
-
|
25,742
(1,557)
|
Net gain/(loss) on investment property and
depreciation
|
1,700
|
(15,651)
|
(25,687)
|
Profit/(loss) before tax
|
14,903
|
(2,666)
|
(1,502)
|
|
|
|
|
EPRA EPS (p)
|
3.0
|
2.9
|
5.8
|
Dividend cover
|
100%
|
107%
|
101%
|
OCR excluding direct property costs
|
1.28%
|
1.23%
|
1.24%
|
Rental revenue was similar to the period ended 30 September
2023 with the impact of new lettings, which helped occupancy
increase from 91.5% at 30 September 2023 to 93.5%, offset by the
disposal of let properties in FY24 H2.
However, during the Period the Company’s rent roll increased
by 2.8% from £43.1m at 31 March 2024 to £44.3m at 30 September 2024
driven primarily by new lettings in the industrial sector towards
the Period-end.
During the Period we deployed £4.1m of variable rate debt on
property refurbishments and £0.6m on solar panel installations,
with the latter continuing to drive increases in ‘other
income’. The Company received
£13.7m of disposal proceeds during the Period, exceeding this £4.7m
capital investment, with net proceeds used to pay down the
Company’s variable rate revolving credit facility
(“RCF”). Combined with SONIA
decreasing by 0.25% on both 1 August and 7 November 2024, we expect
net finance costs to be lower over the remainder of the financial
year, subject to any further accretive deployment.
Overall, the improvement in occupancy and increase in PV
income increased EPRA earnings per share to 3.0p (2023: 2.9p) to
fully cover this year’s higher dividend.
This increase in recurring earnings demonstrates the robust
nature of the Company’s diverse property portfolio despite economic
headwinds.
Debt financing
The Company’s debt profile at 30 September 2024 is summarised
below:
|
30 Sept 2024
|
30 Sept 2023
|
31 Mar 2024
|
Gross debt
|
£174.0m
|
£185.0m
|
£179.0m
|
Net gearing
|
28.5%
|
29.6%
|
29.2%
|
Weighted average cost
|
4.0%
|
4.2%
|
4.1%
|
Weighted average maturity
|
4.8 years
|
5.2 years
|
5.3 years
|
Percentage of facilities at a fixed rate of
interest
|
80%
|
76%
|
78%
|
Of the Company’s £174m of drawn debt facilities 80% are at
fixed rates of interest. The
Company’s weighted average term and cost of drawn debt at 30
September 2024 were 4.8 years and 4.0% respectively (fixed rate
only: 5.5 years and 3.4%). This
high proportion of fixed rate debt significantly mitigates
medium-term interest rate risk for the Company and provides
shareholders with a beneficial margin between the fixed cost of
debt and income returns from the property portfolio.
The Company operates with a conservative level of net
gearing, with target borrowings over the medium-term of 25% of the
aggregate market value of all properties at the time of
drawdown. The Company’s net gearing
decreased from 29.2% LTV at 31 March 2024 to 28.5% during the
Period primarily due to receiving £13.7m of sale
proceeds.
At the Period end the Company had the following facilities
available:
-
A £50m RCF with Lloyds Bank plc
(“Lloyds”) with interest of between 1.62% and 1.92% above SONIA,
determined by reference to the prevailing LTV ratio of a discrete
security pool of assets, and expiring on 10 November
2026.
The facility was £34m drawn at the
Period-end.
The facility limit can be increased
to £75m with Lloyds’ approval.
-
A £20m term loan facility with
Scottish Widows Limited (“SWIP”) repayable in August 2025, with
fixed annual interest of 3.935%;
-
A £45m term loan facility with SWIP
repayable in June 2028, with fixed annual interest of 2.987%;
and
-
A £75m term loan facility with
Aviva Real Estate Investors (“Aviva”) comprising:
-
A £35m tranche repayable on 6 April
2032, with fixed annual interest of 3.02%;
-
A £15m tranche repayable on 3
November 2032 with fixed annual interest of 3.26%; and
-
A £25m tranche repayable on 3
November 2032 with fixed annual interest of 4.10%.
Each facility has a discrete security pool,
comprising a number of the Company’s individual properties, over
which the relevant lender has security and covenants:
-
The maximum LTV of each discrete
security pool is either 45% or 50%, with an overarching covenant on
the Company’s property portfolio of a maximum of either 35% or 40%
LTV; and
-
Historical interest cover,
requiring net rental income from each discrete security pool, over
the preceding three months, to exceed either 200% or 250% of the
facility’s quarterly interest liability.
The Company’s debt facilities contain market-standard
cross-guarantees such that a default on an individual facility will
result in all facilities falling into default.
At the Period end the Company had £105.6m (18% of the
property portfolio) of unencumbered assets which could be charged
to the security pools to enhance the LTV and interest cover on the
individual loans, of which a further £4.5m was charged since the
Period-end.
The Company’s £20m loan SWIP is due to expire in August
2025. At 30 September 2024 the
Company had £16m undrawn from its £50m revolving credit facility
(“RCF”) with Lloyds which includes an accordion allowing the
facility limit to be increased from £50m to £75m, subject to
Lloyds’ approval. SWIP has also
indicated its willingness to refinance the £20m loan on commercial
terms, such that the Board believes refinancing risk is suitably
mitigated relating to this expiry.
Dividends
The Company has declared dividends per share of 3.0p relating
to the Period, fully covered by EPRA
earnings. The Company paid
dividends per share of 3.175p during the Period,
comprising:
-
The FY24 Q4 dividend of
1.375p;
-
A fifth interim (special) dividend
relating to FY24 of 0.3p; and
-
The FY25 Q1 dividend of
1.5p.
The Company paid an interim dividend per share of 1.5p
relating to FY25 Q2 on
Friday 29 November 2024
to shareholders on the register on 18 October 2024, which was
designated as a property income distribution (“PID”).
Ed Moore
for and on behalf of Custodian Capital Limited
Investment Manager
4 December 2024
Principal risks and
uncertainties
The Company’s Annual Report for the year ended 31 March 2024
set out the principal risks and uncertainties facing the Company at
that time which are also summarised in Note
2.6. Whilst interest rates have
begun to decrease, the ongoing conflicts in Ukraine and Gaza
maintain some uncertainty over the global macroeconomic
outlook. This prevailing
macro-economic situation presents an indirect risk through its
impact on the UK economy in terms of growth and consumer spending
and the consequential impact on occupational demand for real
estate.
We do not anticipate any changes to the other risks and
uncertainties disclosed over the remainder of the financial
year.
Condensed consolidated statement of
comprehensive income
For the six months ended 30 September 2024
|
|
|
|
|
|
Note
|
Unaudited 6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
|
Revenue
|
4
|
24,757
|
22,829
|
46,243
|
|
|
|
|
|
Investment management fee
|
|
(1,692)
|
(1,757)
|
(3,451)
|
Operating expenses of rental property
|
|
(2,942)
|
(2,082)
|
(3,280)
|
|
|
(2,413)
|
(1,376)
|
(4,032)
|
Professional fees
|
|
(369)
|
(394)
|
(791)
|
Directors’ fees
|
|
(172)
|
(182)
|
(349)
|
Administrative
expenses
|
|
(409)
|
(327)
|
(683)
|
Expenses
|
|
(7,997)
|
(6,118)
|
(12,586)
|
|
|
|
|
|
Abortive acquisition
costs
|
|
-
|
-
|
(1,557)
|
|
|
|
|
|
Operating profit before net
gains/(losses) on investment property
|
|
16,760
|
16,711
|
32,100
|
|
|
|
|
|
Unrealised gains/(losses) on revaluation of investment
property:
- relating
to property revaluations
|
9
|
1,699
|
(15,632)
|
(26,972)
|
-
relating to acquisition
costs
|
|
-
|
-
|
-
|
Net valuation increase/(decrease)
|
|
1,699
|
(15,632)
|
(26,972)
|
Profit/(loss) on disposal of investment property
|
|
127
|
(19)
|
1,418
|
Net gains/(losses) on investment property
|
|
1,826
|
(15,651)
|
(25,554)
|
|
|
|
|
|
Operating profit
|
|
18,586
|
1,060
|
6,546
|
|
|
|
|
|
Finance income
|
5
|
56
|
30
|
78
|
Finance costs
|
6
|
(3,739)
|
(3,756)
|
(8,126)
|
Net finance costs
|
|
(3,683)
|
(3,726)
|
(8,048)
|
|
|
|
|
|
Profit/(loss) before tax
|
|
14,903
|
(2,666)
|
(1,502)
|
|
|
|
|
|
Income tax
|
7
|
-
|
-
|
-
|
|
|
|
|
|
Profit/(loss) and total
comprehensive income/(expense) for the Period, net of
tax
|
|
14,903
|
(2,666)
|
(1,502)
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Owners of the Company
|
|
14,903
|
(2,666)
|
(1,502)
|
|
|
|
|
|
Earnings per ordinary
share:
|
|
|
|
|
Basic and diluted (p)
|
3
|
3.4
|
(0.6)
|
(0.3)
|
EPRA (p
|
3
|
3.0
|
2.9
|
5.8
|
|
|
|
|
|
The profit for the Period arises from the Company’s
continuing operations.
Condensed consolidated statement of
financial position
At 30 September 2024
Registered number: 08863271
|
|
|
|
|
|
Note
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
|
Non–current assets
|
|
|
|
|
Investment property
|
9
|
582,437
|
609,757
|
578,122
|
Property, plant and equipment
|
10
|
3,448
|
1,677
|
2,957
|
|
|
|
|
|
Total non-current assets
|
|
585,885
|
611,434
|
581,079
|
|
|
|
|
|
Current assets
|
|
|
|
|
Assets held for sale
|
9
|
-
|
-
|
11,000
|
Trade and other receivables
|
11
|
6,567
|
4,819
|
3,330
|
Cash and cash equivalents
|
13
|
10,919
|
6,697
|
9,714
|
|
|
|
|
|
Total current assets
|
|
17,486
|
11,516
|
24,044
|
|
|
|
|
|
Total assets
|
|
603,371
|
622,950
|
605,123
|
|
|
|
|
|
Equity
|
|
|
|
|
Issued capital
|
15
|
4,409
|
4,409
|
4,409
|
Share premium
|
|
250,970
|
250,970
|
250,970
|
Merger reserve
|
|
18,931
|
18,931
|
18,931
|
Retained earnings
|
|
138,416
|
148,470
|
137,510
|
|
|
|
|
|
Total equity attributable to equity
holders of the Company
|
|
412,726
|
422,780
|
411,820
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
14
|
152,526
|
138,748
|
177,290
|
Other payables
|
|
570
|
570
|
569
|
|
|
|
|
|
Total non-current liabilities
|
|
153,096
|
139,318
|
177,859
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Borrowings
|
14
|
19,974
|
44,941
|
-
|
Trade and other payables
|
12
|
9,759
|
8,067
|
8,083
|
Deferred income
|
|
7,816
|
7,844
|
7,361
|
|
|
|
|
|
Total current liabilities
|
|
37,549
|
60,852
|
15,444
|
|
|
|
|
|
Total liabilities
|
|
190,645
|
200,170
|
193,303
|
|
|
|
|
|
Total equity and
liabilities
|
|
603,371
|
622,950
|
605,123
|
|
|
|
|
|
These interim financial statements of Custodian Property
Income REIT plc were approved and authorised for issue by the Board
of Directors on 4 December 2024 and are signed on its behalf
by:
David MacLellan
Chairman
Condensed consolidated statement of
cash flows
For the six months ended 30 September 2024
|
|
|
|
|
|
|
|
|
|
|
Note
|
Unaudited 6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12
months
to 31 Mar 2024
£000
|
|
|
|
|
|
Operating activities
|
|
|
|
|
Profit/(loss) for the Period
|
|
14,903
|
(2,666)
|
(1,502)
|
Net finance costs
|
5,6
|
3,683
|
3,726
|
8,048
|
Valuation (increase)/decrease of investment
property
|
9
|
(1,699)
|
15,632
|
26,972
|
Impact of rent free
|
9
|
(789)
|
(1,201)
|
(2,105)
|
Amortisation of right-of-use asset
|
9
|
3
|
3
|
7
|
(Profit)/loss on disposal of investment property
|
|
(127)
|
19
|
(1,418)
|
Depreciation
|
10
|
126
|
41
|
133
|
|
|
|
|
|
Cash flows from operating activities
before changes in working capital and provisions
|
|
16,100
|
15,554
|
30,135
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables
|
|
(3,237)
|
(1,071)
|
418
|
Increase in trade and other payables and deferred
income
|
|
2,131
|
824
|
357
|
|
|
|
|
|
Cash generated from
operations
|
|
14,994
|
15,307
|
30,910
|
|
|
|
|
|
Interest and other finance charges
|
6
|
(3,514)
|
(3,630)
|
(7,694)
|
Net cash flows from operating
activities
|
|
11,480
|
11,677
|
23,216
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Purchase of investment property
|
|
-
|
-
|
-
|
Capital expenditure and development
|
9
|
(4,055)
|
(12,179)
|
(17,034)
|
Acquisition costs
|
|
-
|
-
|
-
|
Purchase of property, plant and equipment
|
10
|
(617)
|
(605)
|
(1,977)
|
Disposal of investment property
|
|
2,650
|
1,575
|
18,176
|
Disposal of assets held for sale
|
|
11,000
|
-
|
-
|
Costs of disposal of investment property
|
|
(297)
|
(19)
|
(134)
|
Interest and finance income received
|
5
|
56
|
30
|
78
|
|
|
|
|
|
Net cash flows from/(used in)
investing activities
|
|
8,737
|
(11,198)
|
(891)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
New borrowings
|
14
|
-
|
11,500
|
5,500
|
New borrowings origination costs
|
14
|
(15)
|
(39)
|
-
|
Net repayment of RCF
|
|
(5,000)
|
-
|
(744)
|
Dividends paid
|
8
|
(13,997)
|
(12,123)
|
(24,247)
|
|
|
|
|
|
Net cash flows used in financing
activities
|
|
(19,012)
|
(662)
|
(19,491)
|
|
|
|
|
|
Net increase/(decrease) in cash and cash
equivalents
|
|
1,205
|
(183)
|
2,834
|
Cash and cash equivalents at start of the period
|
|
9,714
|
6,880
|
6,880
|
Cash and cash equivalents at end of the period
|
|
10,919
|
6,697
|
9,714
|
|
|
|
|
|
Condensed consolidated statements of
changes in equity
For the six months ended 30 September 2024
|
|
|
|
|
|
Note
|
Issued
capital
£000
|
Merger reserve
£000
|
Share
premium
£000
|
Retained
earnings
£000
|
Total
equity
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2024 (audited)
|
|
4,409
|
18,931
|
250,970
|
137,510
|
411,820
|
|
|
|
|
|
|
|
Profit and total comprehensive income for the
Period
|
|
-
|
-
|
-
|
14,903
|
14,903
|
Transactions with owners of the
Company, recognised directly in equity
|
|
|
|
|
|
|
Dividends
|
8
|
-
|
-
|
-
|
(13,997)
|
(13,997)
|
|
|
|
|
|
|
|
At 30 September 2024
(unaudited)
|
|
4,409
|
18,931
|
250,970
|
138,416
|
412,726
|
|
|
|
|
|
|
|
|
Note
|
Issued
capital
£000
|
Merger reserve
£000
|
Share
premium
£000
|
Retained
earnings
£000
|
Total
equity
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2023 (audited)
|
|
4,409
|
18,931
|
250,970
|
163,259
|
437,569
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
-
|
-
|
-
|
(2,666)
|
(2,666)
|
Transactions with owners of the Company, recognised directly
in equity
|
|
|
|
|
|
|
Dividends
|
8
|
-
|
-
|
-
|
(12,123)
|
(12,123)
|
|
|
|
|
|
|
|
At
30 September 2023
(unaudited)
|
|
4,409
|
18,931
|
250,970
|
148,470
|
422,780
|
Notes to the interim financial
statements for the period ended 30 September 2024
-
Corporate information
The Company is a public limited company incorporated and
domiciled in England and Wales, whose shares are publicly traded on
the London Stock Exchange plc’s main
market for listed securities. The
interim financial statements have been prepared on a historical
cost basis, except for the revaluation of investment property, and
are presented in pounds sterling with all values rounded to the
nearest thousand pounds (£000), except when otherwise
indicated. The interim financial
statements were authorised for issue in accordance with a
resolution of the Directors on 4 December 2024.
-
Basis of preparation and accounting policies
-
Basis of preparation
The interim financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting.
The interim financial statements do not
include all the information and disclosures required in the annual
financial statements. The Annual
Report for the year ending 31 March 2025 will be prepared in
accordance with International Financial Reporting Standards adopted
by the International Accounting Standards Board (“IASB”) and
interpretations issued by the International Financial Reporting
Interpretations Committee (“IFRIC”) of the IASB (together “IFRS”)
as adopted by the United Kingdom, and in accordance with the
requirements of the Companies Act applicable to companies reporting
under IFRS.
The information relating to the Period is unaudited and does
not constitute statutory financial statements within the meaning of
section 434 of the Companies Act 2006.
A copy of the statutory financial statements for the year
ended 31 March 2024 has been delivered to the Registrar of
Companies. The auditor’s report on
those financial statements was not qualified, did not include a
reference to any matters to which the auditor drew attention by way
of emphasis without qualifying the report and did not contain
statements under section 498(2) or (3) of the Companies Act
2006.
Certain statements in this report are forward looking
statements. By their nature,
forward looking statements involve a number of risks, uncertainties
or assumptions that could cause actual results or events to differ
materially from those expressed or implied by those
statements. Forward looking
statements regarding past trends or activities should not be taken
as representation that such trends or activities will continue in
the future. Accordingly, undue
reliance should not be placed on forward looking
statements.
-
Significant accounting policies
The principal accounting policies adopted by the Company and
applied to these interim financial statements are consistent with
those policies applied to the Company’s Annual Report and financial
statements.
-
Critical judgements and key sources of estimation uncertainty
Preparation of the interim financial statements requires the
Company to make estimates and assumptions that affect the reported
amount of revenues, expenses, assets and liabilities and the
disclosure of contingent liabilities.
If in the future such estimates and assumptions, which are
based on the Directors’ best judgement at the date of preparation
of the interim financial statements, deviate from actual
circumstances, the original estimates and assumptions will be
modified as appropriate in the period in which the circumstances
change.
Judgements
No significant judgements have been made in the process of
applying the Company's accounting policies, other than those
involving estimations, that have had a significant effect on the
amounts recognised within the interim financial
statements.
Estimates
The accounting estimates with a significant risk of a
material change to the carrying values of assets and liabilities
within the next year are:
-
Valuation of
investment property - Investment property is valued at the
reporting date at fair value. Where an investment property is being
redeveloped the property continues to be treated as an investment
property.
Surpluses and deficits attributable
to the Company arising from revaluation are recognised in profit or
loss.
Valuation surpluses reflected in
retained earnings are not distributable until realised on
sale.
In making its judgement over the
valuation of properties, the Company considers valuations performed
by the independent property valuers in determining the fair value
of its investment properties. The property valuers make reference to market
evidence of transaction prices for similar
properties.
The valuations are based upon
assumptions including future rental income, anticipated capital
expenditure and maintenance costs (particularly in the context of
mitigating the impact of climate change) and appropriate discount
rates (ie property yields). The key sources of estimation uncertainty
within these inputs above are future rental income and property
yields.
Reasonably possible changes to
these inputs across the portfolio would have a material impact on
its valuation.
-
Going concern
The Directors believe the Company is well placed to manage
its business risks successfully and the Company’s projections show
that it should be able to operate within the level of its current
financing arrangements for at least the 12 months from the date of
approval of these financial statements.
The Board assesses the Company’s prospects over the
long-term, taking into account rental growth expectations, climate
related risks, longer-term debt strategy, expectations around
capital investment in the portfolio and the UK’s long-term economic
outlook. At quarterly Board
meetings, the Board reviews summaries of the
Company’s liquidity position
and compliance with loan covenants, as well as forecast financial
performance and cash flows.
Forecast
The Investment Manager maintains a detailed forecast model
projecting the financial performance of the Company over a period
of three years, which provides a reasonable level of accuracy
regarding projected lease renewals, asset-by-asset capital
expenditure, property acquisitions and disposals, rental growth,
interest rate changes, cost inflation and refinancing of the
Company’s variable rate debt which typically has a maximum tenor of
three years. The detailed forecast
model allows robust sensitivity analysis to be conducted and over
the three year forecast period included the following key
assumptions:
-
A 1% annual loss of contractual
revenue through CVA or tenant default;
-
No changes to the demand for
leasing the Company’s assets going forwards, maintaining the
prevailing occupancy rate;
-
No portfolio valuation movements
and completion of any disposals currently under offer;
-
Rental growth, captured at lease
expiry based on current ERVs adjusted for consensus forecast
changes;
-
The Company’s capital expenditure
programme to invest in its existing assets continues as expected;
and
-
Interest rate movements follow the
prevailing forward curve.
In accordance with Provision 35 of the AIC Code the Directors
have assessed the Company’s prospects as a going concern over a
period of 12 months from the date of approval of the Interim
Report, using the same forecast model and assessing the risks
against each of these assumptions.
The Directors note that the Company has performed strongly
during the period despite economic headwinds with rents and
occupancy increasing over the last six months.
Sensitivities
Sensitivity analysis involves flexing these key assumptions,
taking into account the principal risks and uncertainties and
emerging risks detailed in the Annual Report, and assessing their
impact on covenant compliance and liquidity:
Covenant
compliance
The Company operates the loan facilities summarised in Note
14. At 30 September 2024 the
Company had the following headroom on lender covenants at a
portfolio level with:
-
Net gearing of 28.5% compared to a
maximum LTV covenant of 35%, with £105.6m (18% of the property
portfolio) unencumbered by the Company’s borrowings;
and
-
151% minimum headroom on interest
cover covenants for the quarter ended 30 September
2024.
The Company has agreed to reduce interest cover covenants on
its £20m facility from 250% to 200% until its August 2025 expiry
due to certain assets in the charge pool being in rent free periods
for the majority of that period.
Over the three year assessment period the Company’s forecast
model projects a small increase in net gearing with a small
increase in headroom on interest cover covenants. Reverse stress
testing has been undertaken to understand what circumstances would
result in potential breaches of financial covenants over these
periods. While the assumptions
applied in these scenarios are possible, they do not represent the
Board’s view of the likely outturn, but the results help inform the
Directors’ assessment of the viability of the
Company. The testing indicated,
assuming no unencumbered properties were charged, that:
-
The rate of loss or deferral of
contractual rent on the borrowing facility with least headroom
would need to deteriorate by 34% from the levels included in the
Company’s prudent base case forecasts to breach interest cover
covenants; or
-
At a portfolio level property
valuations would have to decrease by 15% from the 30 September 2024
position to risk breaching the overall 35% LTV covenant for the
assessment period.
The Board notes that the Summer 2024 IPF Forecasts for UK
Commercial Property Investment survey suggests an average 2.6%
increase in rents during 2025 with capital value increases of
3.4%. The Board believes that the
valuation of the Company’s property portfolio will prove resilient
due to its higher weighting to industrial assets and overall
diverse and high-quality asset and tenant base comprising over 150
assets and over 300 typically 'institutional grade' tenants across
all commercial sectors.
Liquidity
The Company’s forecast model projects it will have sufficient
cash and undrawn facilities to settle its target dividends and its
expense and interest liabilities over the next 12
months.
The Company’s £20m loan with Scottish Widows (“SWIP”) is due
to expire in August 2025. At 30
September 2024 the Company had £16m undrawn from its £50m revolving
credit facility (“RCF”) with Lloyds which includes an accordion
allowing the facility limit to be increased from £50m to £75m,
subject to Lloyds’ approval.
The Directors do not believe this upcoming expiry exposes the
Company to going concern risk because:
-
Lloyds has indicated its
willingness to make the £25m accordion available to fund ongoing
capital expenditure and the £20m SWIP loan on expiry;
-
SWIP has indicated its willingness
to refinance the £20m loan on commercial terms;
-
Discretionary dividends and capital
expenditure could be withheld in the event lender support was
withdrawn to keep the Company operating within its existing
borrowing facilities; and
-
The Company has sufficiently liquid
assets which could be sold to pay off debt before the £20m SWIP
loan expires.
Results of the sensitivity
analysis
Based on the prudent assumptions within the Company’s
forecasts regarding the factors set out above, the Directors expect
that over the period of their assessment:
-
The Company has surplus cash to
continue in operation and meet its liabilities as they fall
due;
-
Borrowing covenants are complied
with; and
-
REIT tests are complied
with.
Having due regard to these matters and after making
appropriate enquiries, the Directors have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for a period of at least 12 months from the date of
signing of these condensed consolidated financial statements and,
therefore, the Board continues to adopt the going concern basis in
their preparation.
-
Segmental reporting
An operating segment is a distinguishable component of the
Company that engages in business activities from which it may earn
revenues and incur expenses, whose operating results are regularly
reviewed by the Company’s chief operating decision maker (the
Board) to make decisions about the allocation of resources and
assessment of performance and about which discrete financial
information is available. As the
chief operating decision maker reviews financial information for,
and makes decisions about the Company’s investment properties as a
portfolio, the Directors have identified a single operating
segment, that of investment in commercial properties.
-
Principal risks and uncertainties
The Company’s assets consist of direct investments in UK
commercial property. Its principal
risks are therefore related to the UK commercial property market in
general, the particular circumstances of the properties in which it
is invested and their tenants.
Principal risks faced by the Company are:
-
Loss of contractual
revenue;
-
Decreases in property portfolio
valuations;
-
Reduced availability or increased
costs of debt and complying with loan covenants;
-
Inadequate performance, controls or
systems operated by the Investment Manager;
-
Non-compliance with regulatory or
legal changes;
-
Business interruption from cyber or
terrorist attack or pandemics;
-
Failure to meet ESG compliance
requirements or shareholder expectations; and
-
Inflation in property costs and
capital expenditure.
These risks, and the way in which they are mitigated and
managed, are described in more detail under the heading ‘Principal
risks and uncertainties’ within the Company’s Annual Report for the
year ended 31 March 2024. The
Company’s principal risks and uncertainties have not changed
materially since the date of that report.
-
Earnings per ordinary share
Basic earnings per share (“EPS”) amounts are calculated by
dividing net profit for the Period attributable to ordinary equity
holders of the Company by the weighted average number of ordinary
shares outstanding during the Period.
Diluted EPS amounts are calculated by dividing the net profit
attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the
Period plus the weighted average number of ordinary shares that
would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares.
There are no dilutive instruments.
The following reflects the income and share data used in the
basic and diluted earnings per share computations:
|
Unaudited 6 months
to 30 Sept 2024
|
Unaudited 6 months
to 30 Sept 2023
|
Audited
12 months
to 31 Mar
2024
|
|
|
|
|
Net profit/(loss) and diluted net profit/(loss) attributable
to equity holders of the Company (£000)
|
14,903
|
(2,666)
|
(1,502)
|
Net (gain)/loss on investment property and depreciation
(£000)
|
(1,700)
|
15,651
|
25,687
|
Abortive acquisition costs (£000)
|
-
|
-
|
1,557
|
EPRA net profit attributable to equity holders of the Company
(£000)
|
13,203
|
12,985
|
25,742
|
|
|
|
|
Weighted average number of ordinary shares:
|
|
|
|
|
|
|
|
Issued ordinary shares at start of the Period
(thousands)
|
440,850
|
440,850
|
440,850
|
Effect of shares issued during the Period
(thousands)
|
-
|
-
|
-
|
Basic and diluted weighted average number of shares
(thousands)
|
440,850
|
440,850
|
440,850
|
|
|
|
|
Basic and diluted EPS (p)
|
3.4
|
(0.6)
|
(0.3)
|
EPRA EPS (p)
|
3.0
|
2.9
|
5.8
|
-
Revenue
|
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
|
Rental income from investment property
|
|
20,731
|
20,654
|
42,194
|
Income from recharges to tenants
|
|
2,942
|
2,082
|
3,280
|
Income from dilapidations
|
|
842
|
-
|
574
|
Other income
|
|
242
|
93
|
195
|
|
|
24,757
|
22,829
|
46,243
|
-
Finance income
|
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
|
Bank interest
|
|
56
|
30
|
78
|
|
|
56
|
30
|
78
|
-
Finance costs
|
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
|
Amortisation of arrangement fees on debt
facilities
|
|
225
|
126
|
432
|
Other finance costs
|
|
120
|
28
|
113
|
Bank interest
|
|
3,394
|
3,602
|
7,581
|
|
|
|
|
|
|
|
3,739
|
3,756
|
8,126
|
-
Income tax
The effective tax rate for the Period is lower than the
standard rate of corporation tax in the UK during the Period of
25.0%. The differences are
explained below:
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
Profit/(loss) before income tax
|
14,903
|
(2,666)
|
(1,502)
|
|
|
|
|
Tax at a standard rate of 25.0%
(30 September 2023: 25.0%, 31 March
2024: 25.0%)
|
3,726
|
(667)
|
(376)
|
|
|
|
|
Effects of:
|
|
|
|
REIT tax exempt rental losses
|
(3,726)
|
667
|
376
|
|
|
|
|
Income tax expense for the Period
|
-
|
-
|
-
|
|
|
|
|
Effective income tax rate
|
0.0%
|
0.0%
|
0.0%
|
The Company operates as a Real Estate Investment Trust and
hence profits and gains from the property investment business are
normally exempt from corporation tax.
-
Dividends
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
Interim equity dividends paid on ordinary shares relating to
the periods ended:
|
|
|
|
31 March 2023: 1.375p
|
-
|
6,062
|
6,062
|
30 June 2023: 1.375p
|
-
|
6,061
|
6,061
|
30 September 2023: 1.375p
|
-
|
-
|
6,062
|
31 December 2023: 1.375p
|
-
|
-
|
6,062
|
31 March 2024: 1.375p
|
6,062
|
-
|
-
|
30 June 2024: 1.5p
|
6,613
|
-
|
-
|
|
|
|
|
Special equity dividends paid on ordinary shares relating to
the year ended:
|
|
|
|
31 March 2024: 0.3p
|
1,322
|
-
|
-
|
|
|
|
|
|
13,997
|
12,123
|
24,247
|
All dividends paid are classified as property income
distributions.
The Directors approved an interim dividend relating to the
quarter ended 30 September 2024 of 1.5p per ordinary share in
October 2024 which has not been included as a liability in these
interim financial statements. This
interim dividend was paid on Friday
29 November 2024
to shareholders on the register at the close of business on 18
October 2024.
-
Investment property and assets held for
sale
Assets held for sale
|
|
|
|
At 30 Sept 2024
£000
|
At 30 Sept 2023
£000
|
At 31 Mar
2024
£000
|
|
|
|
|
|
|
|
Balance at the start of the period
|
|
|
|
11,000
|
-
|
-
|
Reclassification from investment property
|
|
|
|
-
|
-
|
11,000
|
Disposals
|
|
|
|
(11,000)
|
-
|
-
|
Balance at the end of the
period
|
|
|
|
-
|
-
|
11,000
|
|
|
|
|
|
|
|
Investment property
|
|
|
£000
|
|
|
|
|
At 31 March 2024
|
|
|
578,122
|
|
|
|
|
Impact of lease incentives and lease costs
|
|
|
789
|
Additions
|
|
|
-
|
Capital expenditure
|
|
|
4,055
|
Disposals
|
|
|
(2,225)
|
Amortisation of right-of-use asset
|
|
|
(3)
|
|
|
|
|
Valuation increase
|
|
|
1,699
|
|
|
|
|
At 30 September 2024
|
|
|
582,437
|
|
|
£000
|
|
|
|
At 31 March 2023
|
|
613,587
|
|
|
|
Impact of lease incentives and lease costs
|
|
1,201
|
Additions
|
|
-
|
Capital expenditure
|
|
12,179
|
Disposals
|
|
(1,575)
|
Amortisation of right-of-use asset
|
|
(3)
|
|
|
|
Valuation decrease
|
|
(15,632)
|
|
|
|
At 30 September 2023
|
|
609,757
|
£476.8m (2023: £483.5m) of investment property was charged as
security against the Company’s borrowings at the Period end with a
further £4.5m charged since the
Period-end. £0.6m (2023: £0.6m) of
investment property comprises right-of-use assets.
Investment property is stated at the Directors’ estimate of
its 30 September 2024 fair value.
Savills (UK) Limited (“Savills”) and Knight Frank LLP (“KF”),
professionally qualified independent property valuers, each valued
approximately half of the property portfolio as at 30 September
2024 in accordance with the Appraisal and Valuation Standards
published by the Royal Institution of Chartered Surveyors
(“RICS”). Savills and KF have
recent experience in the relevant locations and categories of the
property being valued.
Investment property has been valued using the investment
method which involves applying a yield to rental income
streams. Inputs include yield,
current rent and ERV. For the
Period end valuation, the following inputs were used:
Sector
|
Valuation
30 September 2024
£000
|
Weighted
average passing rent of let properties
(£ per sq ft)
|
ERV range
(£ per sq ft)
|
EPRA topped-up NIY
|
Industrial
|
287.1
|
6.7
|
4.8 – 14.6
|
5.8%
|
Retail warehouse
|
125.0
|
12.4
|
6.1 – 22.4
|
7.8%
|
Other
|
60.2
|
11.1
|
2.7 – 66.7*
|
7.7%
|
Office
|
77.3
|
19.0
|
8.5 – 38.0
|
8.2%
|
High street retail
|
32.8
|
18.8
|
3.7 – 57.4
|
9.5%
|
|
582.4
|
|
|
|
*Drive-through restaurants’ ERV per sq ft are based on
building floor area rather than area inclusive of drive-through
lanes.
Valuation reports are based on both information provided by
the Company eg current rents and lease terms, which are derived
from the Company’s financial and property management systems and
are subject to the Company’s overall control environment, and
assumptions applied by the property valuers eg ERVs, expected
capital expenditure and yields.
These assumptions are based on market observation and the
property valuers’ professional judgement.
In estimating the fair value of each property, the highest
and best use of the properties is their current
use.
All other factors being equal, a higher equivalent yield
would lead to a decrease in the valuation of investment property,
and an increase in the current or estimated future rental stream
would have the effect of increasing capital value, and vice
versa. However, there are
interrelationships between unobservable inputs which are partially
determined by market conditions, which could impact on these
changes.
|
|
|
|
|
|
30 Sept 2024
£000
|
31 Mar 2024
£000
|
|
|
|
|
Increase in equivalent yield of 0.25%
|
|
21,580
|
21,627
|
Decrease in equivalent yield of 0.25%
|
|
(20,075)
|
(20,134)
|
Increase of 5% in ERV
|
|
2,992
|
1,807
|
Decrease of 5% in ERV
|
|
(1,792)
|
(1,754)
|
|
|
|
|
-
Property, plant and equipment
EV chargers and PV cells
|
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
Cost
|
|
|
|
|
Balance at the start of the period
|
|
3,202
|
1,225
|
1,225
|
Additions
|
|
617
|
605
|
1,977
|
|
|
3,819
|
1,830
|
3,202
|
|
|
|
|
|
Depreciation
|
|
|
|
|
At the start of the period
|
|
(245)
|
(112)
|
(112)
|
During the period
|
|
(126)
|
(41)
|
(133)
|
|
|
(371)
|
(153)
|
(245)
|
|
|
|
|
|
Net book value at the end of the
period
|
|
3,448
|
1,677
|
2,957
|
-
Trade and other receivables
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
Trade receivables before expected credit loss
provision
|
4,476
|
2,788
|
1,911
|
Expected credit loss provision
|
(499)
|
(547)
|
(855)
|
Trade receivables
|
3,977
|
2,241
|
1,056
|
Other receivables
|
2,250
|
2,096
|
2,081
|
Prepayments
|
340
|
482
|
191
|
Accrued income
|
-
|
-
|
2
|
|
6,567
|
4,819
|
3,330
|
The Company regularly monitors the effectiveness of the
criteria used to identify whether there has been a significant
increase in credit risk, for example a deterioration in a tenant’s
or sector’s outlook or rent payment performance, and revises them
as appropriate to ensure that the criteria are capable of
identifying significant increases in credit risk before amounts
become past due.
Tenant rent deposits of £1.8m (2023: £1.8m) are held as
collateral against certain trade receivable balances.
The Company considers the following as constituting an event
of default for internal credit risk management purposes as
historical experience indicates that financial assets that meet
either of the following criteria are generally not
recoverable:
-
When there is a breach of financial
covenants by the debtor; or
-
Available information indicates the
debtor is unlikely to pay its creditors.
Such balances are provided for in
full. For remaining balances the
Company has applied an expected credit loss (“ECL”) matrix based on
its experience of collecting rent
arrears.
|
|
|
|
Expected credit loss
provision
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
Opening balance
|
855
|
1,143
|
1,143
|
Decrease in provision relating to trade receivables that are
credit-impaired
|
(235)
|
(596)
|
(241)
|
Utilisation of provisions
|
(121)
|
-
|
(47)
|
|
|
|
|
Closing balance
|
499
|
547
|
855
|
|
|
|
|
-
Trade and other payables
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
Falling due in less than one year:
|
|
|
|
|
|
|
|
Trade and other payables
|
3,745
|
902
|
1,442
|
Social security and other taxes
|
942
|
816
|
830
|
Accruals
|
3,307
|
4,430
|
4,079
|
Rental deposits and retentions
|
1,765
|
1,919
|
1,732
|
|
|
|
|
|
9,759
|
8,067
|
8,083
|
The Directors consider that the carrying amount of trade and
other payables approximates their fair
value. Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
ongoing costs. For most suppliers
interest is charged if payment is not made within the required
terms. Thereafter, interest is
chargeable on the outstanding balances at various
rates. The Company has financial
risk management policies in place to ensure that all payables are
paid within the credit timescale.
-
Cash and cash equivalents
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
Cash and cash equivalents
|
10,919
|
6,697
|
9,714
|
Cash and cash equivalents at 30 September 2024 include £4.4m
(2023: £2.4m, 31 March 2024: £2.5m) of restricted cash comprising:
£1.8m (2023: £1.8m, 31 March 2024: £1.7m) rental deposits held on
behalf of tenants, £2.6m (2023: £Nil, 31 March 2023: £Nil) disposal
proceeds held in charged disposal accounts or in solicitor client
accounts.
-
Borrowings
|
Bank borrowings
£000
|
Costs incurred in the arrangement
of bank borrowings
£000
|
Total
£000
|
|
|
|
|
|
|
Falling due within one year:
|
|
|
|
|
|
|
|
|
|
At 31 March 2024
|
-
|
-
|
-
|
|
Reclassification
|
20,000
|
(40)
|
19,960
|
|
Amortisation of arrangement fees
|
-
|
14
|
14
|
|
At 30 September 2024
|
20,000
|
(26)
|
19,974
|
|
|
|
|
|
|
Falling due in more than one year:
|
|
|
|
|
At 31 March 2024
|
179,000
|
(1,710)
|
177,290
|
|
Reclassification
|
(20,000)
|
40
|
(19,960)
|
|
New borrowings
|
-
|
-
|
-
|
|
Costs incurred in the arrangement of
bank borrowings
|
-
|
(15)
|
(15)
|
|
Net repayment of RCF
|
(5,000)
|
-
|
(5,000)
|
|
Amortisation
|
-
|
211
|
211
|
|
At 30 September 2024
|
154,000
|
(1,474)
|
152,526
|
|
Total borrowings at 30 September
2024
|
174,000
|
(1,500)
|
172,500
|
|
|
|
|
|
|
|
Bank borrowings
£000
|
Costs incurred in the arrangement
of bank borrowings
£000
|
Total
£000
|
|
|
|
|
|
|
Falling due within one year:
|
|
|
|
|
|
|
|
|
|
At 31 March 2023
|
-
|
-
|
-
|
|
Reclassification
|
33,500
|
(89)
|
33,411
|
|
New borrowings
|
11,500
|
-
|
11,500
|
|
Amortisation of arrangement fees
|
-
|
30
|
30
|
|
At 30 September 2023
|
45,000
|
(59)
|
44,941
|
|
|
|
|
|
|
Falling due in more than one year:
|
|
|
|
|
At 31 March 2023
|
173,500
|
(1,398)
|
172,102
|
|
Reclassification
|
(33,500)
|
89
|
(33,411)
|
|
New borrowings
|
-
|
-
|
-
|
|
Costs incurred in the arrangement of
bank borrowings
|
-
|
(39)
|
(39)
|
|
Repayment of borrowings
|
-
|
-
|
-
|
|
Amortisation
|
-
|
96
|
96
|
|
At 30 September 2023
|
140,000
|
(1,252)
|
138,748
|
|
Total borrowings at 30 September 2023
|
185,000
|
(1,311)
|
183,689
|
|
|
|
|
|
|
The Company’s borrowing facilities require minimum interest
cover of either 200% or 250% of the net rental income of the
security pool. The maximum LTV of
the Company combining the value of all property interests
(including the properties secured against the facilities) must be
no more than 35%.
The Company’s borrowing position at 31 March 2024 is set out
in the Annual Report for the year ended 31 March 2024.
-
Issued capital and reserves
Share capital
|
Ordinary shares
of 1p
|
£000
|
|
|
|
At 31 March 2024
|
440,850,398
|
4,409
|
|
|
|
Issue of share capital
|
-
|
-
|
|
|
|
At 30 September 2024
|
440,850,398
|
4,409
|
Share capital
|
Ordinary shares
of 1p
|
£000
|
|
|
|
|
|
|
At 31 March 2023
|
440,850,398
|
4,409
|
|
|
|
Issue of share capital
|
-
|
-
|
|
|
|
At 30 September 2023
|
440,850,398
|
4,409
|
The Company has made no further issues of new shares since
the Period end.
The following table describes the nature and purpose of each
reserve within equity:
Reserve
|
Description and purpose
|
|
|
Share premium
|
Amounts subscribed for share capital in excess of nominal
value less any associated issue costs that have been
capitalised.
|
Retained earnings
|
All other net gains and losses and transactions with owners
(e.g. dividends) not recognised elsewhere.
|
Merger reserve
|
A non-statutory reserve that is credited instead of a
company’s share premium account in circumstances where merger
relief under section 612 of the Companies Act 2006 is
obtained.
|
-
Financial instruments
The fair values of financial assets and liabilities are not
materially different from their carrying values in the financial
statements. The fair value
hierarchy levels are as follows:
-
Level 1 – quoted prices
(unadjusted) in active markets for identical assets and
liabilities;
-
Level 2 – inputs other than quoted
prices included within level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
-
Level 3 – inputs for the assets or
liabilities that are not based on observable market data
(unobservable inputs).
There have been no transfers between Levels 1, 2 and 3 during
the year. The main methods and
assumptions used in estimating the fair values of financial
instruments and investment property are detailed below.
Investment property – level
3
Fair value is based on valuations provided by independent
firms of chartered surveyors and registered appraisers, which uses
the inputs set out in Note 10.
These values were determined after having taken into
consideration recent market transactions for similar properties in
similar locations to the investment properties held by the
Company. The fair value hierarchy
of investment property is level 3.
At 30 September 2024, the fair value of the Company’s
investment properties was £582.4m (2023:
£609.8m).
Interest bearing loans and
borrowings – level 3
At 30 September 2024 the gross value of the Company’s loans
with Lloyds, SWIP and Aviva all held at amortised cost was £174.0m
(31 March 2024: £179.0m).
Trade and other
receivables/payables – level 3
The carrying amount of all receivables and payables deemed to
be due within one year are considered to reflect their fair
value.
-
Related party transactions
Save for transactions described below, the Company is not a
party to, nor had any interest in, any other related party
transaction during the period.
Transactions with
directors
Each of the directors is engaged under a letter of
appointment with the Company and does not have a service contract
with the Company. Under the terms
of their appointment, each Director is required to retire by
rotation and seek re-election at least every three
years. The Company’s Articles
require one third of Directors to retire and seek re-election each
year. However, notwithstanding the
provisions of the Articles, all the Non-Executive Directors offer
themselves for re-election at each AGM in accordance with the
provisions of the AIC Code.
Each director’s appointment under their respective letter of
appointment is terminable immediately by either party (the Company
or the director) giving written notice and no compensation or
benefits are payable upon termination of office as a director of
the Company becoming effective.
Nathan Imlach is Chief Strategic Advisor of Mattioli Woods,
the parent company of the Investment
Manager. As a result, Nathan Imlach
is not independent. The Company
Secretary, Ed Moore, is a director of the Investment
Manager.
Investment Management
Agreement
The Investment Manager is engaged as AIFM under an IMA with
responsibility for the management of the Company’s assets, subject
to the overall supervision of the
Directors. The Investment Manager
manages the Company’s investments in accordance with the policies
laid down by the Board and the investment restrictions referred to
in the IMA. The Investment Manager
also provides day-to-day administration of the Company and acts as
secretary to the Company, including maintenance of accounting
records and preparing the annual and interim financial statements
of the Company.
Annual management fees payable to the Investment Manager
under the IMA are:
-
0.9% of the NAV of the Company as
at the relevant quarter day which is less than or equal to £200m
divided by 4;
-
0.75% of the NAV of the Company as
at the relevant quarter day which is in excess of £200m but below
£500m divided by 4;
-
0.65% of the NAV of the Company as
at the relevant quarter day which is in excess of £500m but below
£750m divided by 4; plus
-
0.55% of the NAV of the Company as
at the relevant quarter day which is in excess of £750m divided by
4.
In June 2023 the rates applicable to each NAV hurdle for
calculating the Administrative fees payable to the Investment
Manager under the IMA were amended, with effect from 1 April 2022,
to:
-
0.125% of the NAV of the Company as
at the relevant quarter day which is less than or equal to £200m
divided by 4;
-
0.115% (2022: 0.08%) of the NAV of
the Company as at the relevant quarter day which is in excess of
£200m but below £500m divided by 4;
-
0.02% (2022: 0.05%) of the NAV of
the Company as at the relevant quarter day which is in excess of
£500m but below £750m divided by 4; plus
-
0.015% (2022: 0.03%) of the NAV of
the Company as at the relevant quarter day which is in excess of
£750m divided by 4.
The IMA is terminable by either party by giving not less than
12 months’ prior written notice to the
other. The IMA may also be
terminated on the occurrence of an insolvency event in relation to
either party, if the Investment Manager is fraudulent, grossly
negligent or commits a material breach which, if capable of remedy,
is not remedied within three months, or on a force majeure event
continuing for more than 90 days.
The Investment Manager receives a marketing fee of 0.25%
(2023: 0.25%) of the aggregate gross proceeds from any issue of new
shares in consideration of the marketing services it provides to
the Company.
During the period the Investment Manager charged the Company
£1.94m (2023: £2.06m) comprising £1.69m (2023:
£1.80m) in respect of annual management
fees, £0.25m (2023: £0.26m) in respect of administrative fees and
£nil (2023: £nil) in respect of marketing fees.
Mattioli Woods arranges insurance on behalf of the Company’s
tenants through an insurance broker and the Investment Manager is
paid a commission by the Company’s tenants via their premiums for
administering the policy.
-
Events after the reporting date
An interim dividend relating to the quarter ended 30
September 2024 of 1.5p per ordinary share was paid on Friday
29 November 2024
to shareholders on the register at the close of business on 18
October 2024.
-
Additional disclosures
NAV per share total
return
An alternative measure of
performance taking into account both capital returns and dividends
by assuming dividends declared are reinvested at NAV at the time the
shares are quoted ex-dividend, shown as a percentage change from the start of
the period.
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
Net assets (£000)
|
412,726
|
422,780
|
411,820
|
Shares in issue at the period end (thousands)
|
440,850
|
440,850
|
440,850
|
NAV per share at the start of the period (p)
|
93.4
|
99.3
|
99.3
|
Dividends per share paid during the period (p)
|
3.175
|
2.75
|
5.5
|
NAV per share at the end of the period (p)
|
93.6
|
95.9
|
93.4
|
|
|
|
|
NAV per share total
return
|
3.6%
|
(0.7%)
|
(0.4%)
|
Share price total return
An alternative measure of
performance taking into account both share price returns and
dividends by assuming dividends declared are reinvested at
the ex-dividend share price, shown as a percentage change from the
start of the period.
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
Share price at the start of the period (p)
|
81.4
|
89.2
|
89.2
|
Dividends per share for the period (p)
|
3.175
|
2.75
|
5.5
|
Share price at the end of the period (p)
|
85.4
|
82.5
|
81.4
|
|
|
|
|
Share price total return
|
8.8%
|
(4.4%)
|
(2.6%)
|
Dividend cover
The extent to which dividends
relating to the Period are supported by recurring net income,
indicating whether the level of dividends is
sustainable.
Group
|
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
|
Dividends paid relating to the Period
|
|
6,613
|
6,061
|
18,185
|
Dividends approved relating to the Period
|
|
6,613
|
6,062
|
7,384
|
|
|
|
|
|
|
|
13,226
|
12,123
|
25,569
|
Profit/(loss) after tax
|
|
14,903
|
(2,666)
|
(1,502)
|
One-off costs
|
|
-
|
-
|
1,557
|
Net (gain)/loss on investment property and
depreciation
|
|
(1,700)
|
15,651
|
25,687
|
|
|
|
|
|
EPRA earnings
|
|
13,203
|
12,985
|
25,742
|
|
|
|
|
|
Dividend cover
|
|
100%
|
107%
|
101%
|
Net gearing
Gross borrowings less cash (excluding deposits), divided by
property portfolio value. This
ratio indicates whether the Company is meeting its investment
objective to target 25% loan-to-value in the medium-term to balance
enhancing shareholder returns without facing excessive financial
risk.
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
Gross borrowings
|
174,000
|
185,000
|
179,000
|
Cash
|
(10,919)
|
(6,697)
|
(9,714)
|
Deposits
|
2,700
|
1,919
|
2,502
|
|
|
|
|
Net borrowings
|
165,781
|
180,222
|
171,788
|
Investment property
|
582,437
|
609,757
|
589,122
|
Net gearing
|
28.5%
|
29.6%
|
29.2%
|
Weighted average cost of
debt
The interest rate payable on bank borrowings at the period
end weighted by the amount of borrowings at that rate as a
proportion of total borrowings
30 September 2024
|
Amount drawn
£m
|
Interest rate
|
Weighting
|
|
|
|
|
Lloyds RCF
|
34.0
|
6.720%
|
1.31%
|
Variable rate
|
34.0
|
|
|
|
|
|
|
SWIP £20m loan
|
20.0
|
3.935%
|
0.45%
|
SWIP £45m loan
|
45.0
|
2.987%
|
0.77%
|
Aviva
|
|
|
|
|
35.0
|
3.020%
|
0.61%
|
|
15.0
|
3.260%
|
0.28%
|
|
25.0
|
4.100%
|
0.59%
|
Fixed rate
|
140.0
|
|
|
|
|
|
|
Weighted average drawn
facilities
|
174.0
|
|
4.01%
|
31 March 2024
|
Amount drawn
£m
|
Interest rate
|
Weighting
|
|
|
|
|
Lloyds RCF
|
39.0
|
6.900%
|
1.50%
|
Variable rate
|
39.0
|
|
|
|
|
|
|
SWIP £20m loan
|
20.0
|
3.935%
|
0.44%
|
SWIP £45m loan
|
45.0
|
2.987%
|
0.75%
|
Aviva
|
|
|
|
|
35.0
|
3.020%
|
0.59%
|
|
15.0
|
3.260%
|
0.27%
|
|
25.0
|
4.100%
|
0.57%
|
Fixed rate
|
140.0
|
|
|
|
|
|
|
Weighted average rate on drawn facilities
|
179.0
|
|
4.12%
|
30 September 2023
|
Amount drawn
£m
|
Interest
rate
|
Weighting
|
|
|
|
|
Lloyds RCF
|
45.0
|
6.840%
|
1.66%
|
Variable rate
|
45.0
|
|
|
|
|
|
|
SWIP £20m loan
|
20.0
|
3.935%
|
0.43%
|
SWIP £45m loan
|
45.0
|
2.987%
|
0.73%
|
Aviva
|
|
|
|
|
35.0
|
3.020%
|
0.57%
|
|
15.0
|
3.260%
|
0.26%
|
|
25.0
|
4.100%
|
0.55%
|
Fixed rate
|
140.0
|
|
|
|
|
|
|
Weighted average rate on drawn facilities
|
185.0
|
|
4.20%
|
Ongoing charges
A measure of the regular, recurring costs of running an
investment company expressed as a percentage of
average NAV, and indicates how effectively costs are controlled in
comparison to other property investment companies.
Group
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
|
|
Average quarterly NAV during the period
|
411,615
|
431,742
|
423,622
|
|
|
|
|
|
|
Expenses (annualised)
|
15,994
|
12,236
|
12,586
|
|
Operating expenses of rental property rechargeable to tenants
(annualised)
|
(5,884)
|
(4,164)
|
(3,280)
|
|
Operating expenses of rental property directly incurred
(annualised)
|
(4,826)
|
(2,670)
|
(4,032)
|
|
One-off costs
|
-
|
-
|
-
|
|
|
|
|
|
|
Ongoing charges excluding direct property expenses
(annualised)
|
5,284
|
5,402
|
5,274
|
|
|
|
|
|
|
OCR excluding direct property expenses
|
1.28%
|
1.25%
|
1.24%
|
|
EPRA EPS
A measure of the Company’s operating results excluding gains
or losses on investment property, giving an alternative indication
of performance compared to basic EPS which sets out the extent to
which dividends relating to the Period are supported by recurring
net income.
|
Unaudited
6 months
to 30 Sept 2024
£000
|
Unaudited
6 months
to 30 Sept 2023
£000
|
Audited
12 months
to 31 Mar 2024
£000
|
|
|
|
|
Profit/(loss) for the period after taxation
|
14,903
|
(2,666)
|
(1,502)
|
Net (gains)/losses on investment property and
depreciation
|
(1,700)
|
15,651
|
25,687
|
Abortive acquisition costs
|
-
|
-
|
1,557
|
EPRA earnings
|
13,203
|
12,985
|
25,742
|
Weighted average number of shares in issue
(thousands)
|
440,850
|
440,850
|
440,850
|
EPRA EPS (p)
|
3.0
|
2.9
|
5.8
|
EPRA vacancy rate
EPRA vacancy rate is the ERV of vacant space as a percentage
of the ERV of the whole property portfolio and offers insight into
the additional rent generating capacity of the
portfolio.
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
Annualised potential rental value of vacant
premises
|
3,198
|
4,243
|
4,113
|
Annualised potential rental value for the property
portfolio
|
49,328
|
49,744
|
49,395
|
EPRA vacancy rate
|
6.5%
|
8.5%
|
8.3%
|
EPRA Net Tangible Assets
(“NTA”)
Assumes that the Company buys and sells assets for short-term
capital gains, thereby crystallising certain deferred tax
balances
|
Unaudited
at 30 Sept 2024
£000
|
Unaudited
at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
IFRS NAV
|
412,726
|
422,780
|
411,820
|
Fair value of financial instruments
|
-
|
-
|
-
|
Deferred tax
|
-
|
-
|
-
|
|
|
|
|
EPRA NTA
|
412,726
|
422,780
|
411,820
|
Closing number of shares in issue (thousands)
|
440,850
|
440,850
|
440,850
|
EPRA NTA per share (p)
|
93.6
|
95.9
|
93.4
|
EPRA topped-up NIY
Annualised cash rents at the period-end date, adjusted for
the expiration of lease incentives (rent free periods or other
lease incentives such as discounted rent periods and stepped
rents), less estimated non-recoverable property operating expenses,
divided by property valuation plus estimated purchaser’s
costs.
|
|
|
Unaudited at 30 Sept 2024
£000
|
Unaudited at 30 Sept 2023
£000
|
Audited
at 31 Mar 2024
£000
|
|
|
|
|
|
|
Investment property
|
|
|
582,437
|
609,757
|
589,122
|
Allowance for estimated purchaser’s costs[20]
|
|
|
37,858
|
39,634
|
38,293
|
Gross-up property portfolio valuation
|
|
|
620,295
|
649,391
|
627,415
|
|
|
|
|
|
|
Contractual rental income
|
|
|
44,267
|
43,162
|
43,140
|
Property outgoings[21]
|
|
|
(1,431)
|
(1,679)
|
(1,931)
|
|
|
|
|
|
|
Annualised net rental
income
|
|
|
42,836
|
41,483
|
41,209
|
EPRA topped-up NIY
|
|
|
6.9%
|
6.4%
|
6.6%
|
Directors’ responsibilities for the
interim financial statements
The Directors have prepared the interim financial statements
of the Company for the Period from
1 April 2024
to 30 September 2024.
We confirm that to the best of our knowledge:
-
The condensed interim financial statements have been prepared
in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted
by the United Kingdom;
-
The condensed set of financial statements, which has been
prepared in accordance with the applicable set of accounting
standards, gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company, or the
undertakings included in the consolidation as a whole as required
by DTR 4.2.4R;
-
The interim financial statements include a fair review of the
information required by DTR 4.2.7R of the Disclosure and
Transparency Rules, being an indication of important events that
have occurred during the first six months of the financial year,
and their impact on the Condensed Financial Statements, and a
description of the principal risks and uncertainties for the
remaining six months of the financial year; and
-
The interim financial statements include a fair review of the
information required by DTR 4.2.8R of the Disclosure and
Transparency Rules, being material related party transactions that
have taken place in the first six months of the current financial
year and any material changes in the related party transactions
described in the last Annual Report.
A list of the current directors of
Custodian Property Income REIT plc is maintained on the Company’s
website at custodianreit.com.
By order of the Board
David MacLellan
Chairman
4 December 2024