14 November 2024
Delivering on our growth strategy
The Directors of Great Portland
Estates plc announce the results for the Group for the six months
ended 30 September 20241, with highlights including:
Rights issue proceeds deployment commenced
·
Three acquisitions (£106.1 million or £201.0
million including capex) since 1 April 2024, at a 61% discount to
replacement cost
·
More acquisitions to come, £1.0 billion under
review (£125 million in negotiation), plus £0.9 billion on
watchlist
Significant liquidity; £670 million5
of cash &
undrawn facilities; LTV 23.3%
·
New £250 million sustainable sterling bond issued
in September; new £150 million RCF in October
·
EPRA LTV 23.3%, cash and undrawn facilities £670
million5 ; weighted average debt maturity of 7.0
years5
Strong
leasing, 7.0%
ahead of ERV2; 8.9% for Fully Managed
spaces; 16.2% for space under offer
·
28 new
leases and renewals generating annual rent of £10.5 million p.a.
across 94,900 sq ft, market lettings 7.0% above March 2024
ERV
·
Our committed Flex offer now 525,000 sq ft (55%
Fully Managed); targeting growth to one million sq ft
·
Rent roll up 2.1% with growth of 99% to come from
existing on site developments or 147% including near-term
schemes
·
Vacancy low at 4.0% (Mar 2024: 1.3%) up as we
complete well-timed refurbishments
·
Further
£7.1 million of lettings under offer, 16.2% above March 2024 ERV
ERVs up 1.1%3, valuation up 0.8%3; EPRA4 NTA per share of 475
pence
·
Portfolio valuation of £2.5 billion, up
0.8%3; 0.8% offices (inc. Fully Managed 2.6%) and 1.2%
retail
·
Rental values up by 1.1%3 (1.2%
offices (2.8% Prime, 1.4% Fully Managed) & 0.9% retail); yield
expansion of 3 bp
·
Portfolio ERV growth guidance maintained at 3.0%
to 6.0% for financial year, prime offices 5.0% to 10.0%
·
IFRS NAV and EPRA4 NTA per share of
475 pence, up 0.4% since March 2024 pro forma for the rights
issue
·
EPRA4 earnings £8.5 million,
EPRA4 EPS 2.3 pence, down 41.0%, earnings to inflect in
FY2025
·
IFRS profit after tax of £29.7
million; interim dividend maintained at
£11.9 million (2.9 pence per share)
·
Expectation of positive TAR in FY 2025 and 10%+
TAR CAGR into medium term
Significant development and refurbishment programme set to
deliver £225 million in surpluses
·
Good progress at seven on-site development and
refurbishment schemes, £394 million capex to come
o Of the three on-site HQ schemes 51% pre let, strong interest
in remainder
·
Further six near-term schemes, starts from Q1
2025; total capex £401 million
·
Combined expected surplus of £225 million,
assuming current rents and yields; upside potential
Toby Courtauld, Chief Executive, said: "We are pleased to report
on another successful operational performance, despite challenging
political and economic conditions and fluctuating sector sentiment
over the first half. With deep customer demand for prime,
sustainable spaces in our core markets and an increasing shortage
of such supply, we are well placed to capitalise; our leasing is
strong, beating the valuer's estimates by 7% on average with our
spaces currently under offer some 16% ahead. We expect our rents to
continue rising, reaffirming our rental growth guidance, as we fill
our well-timed and located, sustainable developments and
refurbishments, growing our rent roll by some 99% from our existing
commitments alone.
We added substantially to our platform for growth during the
half through our successful £350 million rights issue in June and a
further £400 million of debt issuance since then. With investment
capacity in excess of £650 million, and asset pricing at or near
cyclical lows, we acquired £106m of new HQ development and Flex
opportunities in the West End at deep discounts to replacement
cost. With a circa £1 billion pipeline of potential purchases under
review, we expect to transact further in the second half,
supplementing our exceptional on-site and near-term development
programme which already covers 1.2 million sq ft and will generate
significant surpluses.
In this context, with our deep and talented team, GPE is in
great shape and is positioned for growth. We look to our exciting
future with confidence."
1 All values include share of joint ventures unless otherwise
stated 2 Leasing in period to 30
September 2024 3 On a like-for-like
basis 4 In accordance with EPRA
guidance. We prepare our financial statements using IFRS, however
we also use a number of adjusted measures in assessing and managing
the performance of the business. These include like-for-like
figures to aid in the comparability of the underlying business and
proportionately consolidated measures, which represent the Group's
gross share of joint ventures rather than the net equity accounted
presentation included in the IFRS financial statements. These
metrics have been disclosed as management review and monitor
performance of the business on this basis. We have also included a
number of measures defined by EPRA, which are designed to enhance
transparency and comparability across the European Real Estate
sector, see note 8 to the financial statements. Our primary NAV
metric is EPRA NTA which we consider to be the most relevant
investor measure for the Group. 5 Pro forma for new RCF
and term loan repayment
Contacts:
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Great Portland Estates plc
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+44
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(0)
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20
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7647
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3000
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Toby Courtauld, Chief
Executive
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Nick Sanderson, Chief Financial
& Operating Officer
Stephen Burrows, Director of
Investor Relations and Joint Director of Finance
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FGS Global
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+44
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(0)
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20
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7251
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3801
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James Murgatroyd
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Gordon Simpson
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The results presentation will be
broadcast live at 8.30am today with the link available
at:
www.gpe.co.uk/investors/latest-results
A conference call facility will
also be available to listen to the presentation at 8.30am today on
the following numbers:
UK: 0808 109 0700 (freephone)
International: +44 (0) 33 0551 0200
A video interview with Toby
Courtauld and Nick Sanderson is available, along with accompanying
presentation materials and appendices, at:
www.gpe.co.uk/investors/latest-results
For further information see
www.gpe.co.uk or follow us on X at @GPE_London
LEI Number:
213800JMEDD2Q4N1MC42
To view the accompanying graphics
please paste the below into your web browser
Disclaimer
This announcement contains certain
forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Actual outcomes and results may
differ materially from any outcomes or results expressed or implied
by such forward-looking statements.
Any forward-looking statements
made by or on behalf of Great Portland Estates plc (GPE) speak only
as of the date they are made and no representation or warranty is
given in relation to them, including as to their completeness or
accuracy or the basis on which they were prepared. GPE does not
undertake to update forward-looking statements to reflect any
changes in GPE's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Information contained in this
announcement relating to the Company or its share price, or the
yield on its shares, should not be relied upon as an indicator of
future performance
To view the accompanying graphics
please paste the below into your web browser
http://www.rns-pdf.londonstockexchange.com/rns/1694M_1-2024-11-13.pdf
Half Year Results
Our business
Our business is accompanied by graphics (see Appendix
1)
Our investment
activities
Activity levels in the investment
market have remained low, as elevated interest rates have muted
investor demand and supply has been limited with few buildings
being brought to the market. Markets such as these provide
opportunities to acquire at cyclically attractive pricing and since
1 April 2024 we have made three acquisitions adding to our Fully
Managed and HQ development pipelines.
£350 million rights issue completed
to further exploit investment market conditions
In June 2024, we completed a
fully underwritten £350 million rights issue to seize the
significant opportunity we are seeing emerge in our central London
real estate investment markets. To date, we have exchanged or
completed on three acquisitions, totalling £106.1 million.
Furthermore, we are currently
tracking approximately £1.0 billion of acquisition opportunities
(£1.4 billion in May including The Courtyard) which we believe are
capable of being purchased at or below replacement cost, with GPE
well placed to take advantage of these opportunities given our best
in class workspaces, sustainability credentials and differentiated
flex offering. Beyond this, there is a further £0.9 billion of
opportunities on our watchlist.
Property swap to acquire The
Courtyard, WC1
In April 2024, the Group
exchanged contracts to buy The Courtyard, WC1 for £10.4 million of
cash and through a property exchange of 95/96 New Bond Street, W1
for £18.2 million (£462 per sq ft; 69% below replacement cost). The
Courtyard comprises 62,700 sq ft of vacant office and partially let
retail space and is well suited to be repositioned into the Group's
Fully Managed offering. The Courtyard is located in a prime West
End location, around 400 metres from Tottenham Court Road Elizabeth
line station, and is adjacent to Alfred Place, one of the Group's
other Fully Managed buildings. We anticipate the refurbishment will
deliver a 12.5% profit of cost and a yield on cost of
6.5%.
19/23 Wells Street, W1
In October 2024, we acquired
19/23 Wells Street, W1, for £19.0 million (£991 per sq ft, c.45%
discount to replacement cost). Located in the heart of Fitzrovia,
the 19,200 sq ft building comprises basement, ground and five upper
floors. We intend to convert the space to our Fully Managed offer,
together with transforming the ground floor space to deliver
best-in-class amenity for its customers. We anticipate the
refurbishment will deliver a yield on cost of 6.5%.
In tandem, GPE has secured a new
125-year headlease with Berners-Allsopp Estate (the Freeholder) for
an additional £1.25 million. The new headlease will be granted in
October 2024 and expire in October 2149.
The building is within walking
distance of a number of GPE's existing holdings, including
wells&more, Elsley House, Kent House and 7/15 Gresse Street and
will add to a growing cluster of GPE Fully Managed buildings in
Fitzrovia.
Whittington House, WC1
In November 2024, we acquired the long leasehold interest of
Whittington House, WC1 for a headline price of £58.5 million (£785
per sq ft on current NIA, c.60% discount to replacement cost). GPE
acquired the building through the acquisition of a special purpose
company and is subject to further balance adjustment post
completion. The building is currently let on a short-term basis, at
an annual rent of c.£5.2 million with vacant possession expected in
Q1 2025.
Located a short walk from the
Tottenham Court Road Elizabeth line station, the 74,500 sq ft HQ
building provides GPE with an exciting opportunity to create
outstanding office spaces that draw upon its iconic Richard Seifert
& Partners design, delivering eight floors of sustainable
offices with market leading amenity, fronting on to the newly
pedestrianised Alfred Place. The repositioned building will be
delivered in Q1 2027 coinciding with a potentially historic level
of undersupply of such space. We anticipate starting on site in Q1
2026 and expect to deliver a profit on cost of 16.1%, an ungeared
IRR of 10.3% and a development yield of 6.8%.
Whittington House sits adjacent to
GPE's existing holdings at 31/34 Alfred Place and opposite The
Courtyard, WC1, thereby adding to a growing cluster of buildings
that will provide GPE customers with a choice of spaces and amenity
in this vibrant location.
Further opportunities to
come
Looking ahead, we anticipate that
market conditions will continue to provide opportunities to buy.
Our focus remains on development and repositioning opportunities,
buildings that would suit our Fully Managed offer and assets that
are challenged from a sustainability perspective. Looking ahead, we
also have around £565 million of future sales under consideration
where we are completing our business plans, although we continue to
believe that current market conditions are more favourable for
buying rather than selling.
Our leasing
activities
Strength In our occupational
markets remains. In the six months to 30 September 2024 we
continued to see strong leasing demand across our portfolio, with
rents achieved outperforming the valuers' estimate by 7.0%.
Key highlights include:
·
28 new leases were signed during the first half
(2023: 37 leases), generating annual rent of £10.5 million (our
share: £8.2 million; 2023: £10.5 million), with market lettings
7.0% above March 2024 ERVs (offices; 8.9%; retail 3.5%),
including:
o
11 Fully Managed leases signed generating an
additional £5.5 million of rent at an average £197 per sq ft (£238
per sq ft across the five West End deals), in total 8.9% ahead of
March 2024 ERV; and
o
12 new retail leases securing £4.2 million of
rent with market lettings 3.5% ahead of March 2024 ERV.
·
Six rent reviews securing £6.7 million p.a. (our
share: £4.2 million; 2023: £3.2 million) of rent were settled
during the half year, 3.3% ahead of previous passing rent and 10.0%
ahead of ERV;
·
Total space covered by new lettings, reviews and
renewals during the first half was 171,100 sq ft (2023: 182,900 sq
ft);
·
The Group's rent roll has increased by 2.1% to
£109.8 million following a successful leasing period (not including
the pre-let at 2 Aldermanbury Square, EC2); and
·
96% (by area) of the 75 leases with breaks or
expiries in the twelve months to 30 September 2024 were retained,
re-let, or are under offer, leaving only 1,600 sq ft still to
transact.
The table below summarises our
leasing transactions in the period:
Leasing Transactions
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Three months ended 30
September
2024
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Six months ended 30
September
2024
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Six months ended 30
September
2023
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New leases and renewals completed
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Number
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15
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28
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37
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GPE share of rent p.a.
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£4.1
million
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£8.2
million
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£10.5
million
|
Area (sq ft)
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61,000
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94,900
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113,500
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Rent per sq ft (including
retail)
|
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£100
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£111
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£131
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Rent reviews settled
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Number
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5
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6
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3
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GPE share of rent p.a.
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£3.8
million
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£4.2
million
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£3.2
million
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Area (sq ft)
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72,600
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76,200
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69,400
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Rent per sq ft (including
retail)
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£87
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£88
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£82
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Note: Includes joint ventures at share
Notable transactions during the
six months included:
· In
April 2024, we let the retail space at 141 Wardour Street, W1 to
British luxury retail brand, REPRESENT, for its new London flagship
store. The space comprises 5,000 sq ft across two floors, which
will be its second store globally to date, following its LA opening
in West Hollywood;
· At
16 Dufour's Place, W1, we renewed leases with existing customers on
the 1st and 5th floors (5,100 sq ft) on a Fully Managed basis at an
average rent of £249 per sq ft, an increase of 29% on the previous
terms;
· Following the 22,500 sq ft letting to TK Maxx we announced
last year, we have completed three new retail deals at Mount Royal,
W1. The three retail brands that have signed new leases (totalling
20,000 sq ft) include the new immersive gaming brand,
Activate (We Do Play); children's toy store, Keikoo; and Italian
restaurant brand, Caffé Concerto. We have now secured new lettings
on almost 60% of the space available at Mount Royal, W1 to great
brands who all have a long-term vision for the location;
and
· In
September, we let 6,900 sq ft of retail space on a 10 year lease at
6/7 Portman Square, Orchard Court, W1 to luxury brand for
professional-grade home appliances, Gaggenau. The brand will
relocate from its current unit at 40 Wigmore Street, doubling its
footprint occupying a prominent position on Portman
Square.
At 30 September 2024, the
Group's vacancy rate (including share of joint
ventures) was 4.0%, up from 1.3% at 31 March 2024, due to recent
completions of refurbishments. The average
passing rent across our office portfolio was £85.20 per sq ft, up
from £79.20 per sq ft at 31 March 2024 as we complete more Fully
Managed deals.
Since 30 September
2024:
·
We have signed an additional nine new leases,
generating annual rent of £2.6 million (our share: £2.4 million),
with market lettings 9.9% above March 2024 ERVs (offices; 10.2%;
retail 2.6%); and
·
Currently we have 144,200 ft of space under offer
which would deliver approximately £7.1 million p.a. in rent (our
share: £5.0 million), with market lettings 16.2% above March 2024
ERVs.
Our development activities and
capex programme
Repositioning our buildings through
redevelopment and refurbishment is a core part of our business
model and presents a significant organic growth opportunity. Our
forecasts suggest that the future supply of new spaces in London is
severely constrained. We estimate that only 2.9
million sq ft p.a. of new space will be delivered on average
over the next four years, in a market where the average
take-up of new space is much greater, at
4.9 million sq ft p.a. Our significant
capex programme is targeted to deliver new high quality space, with
exemplary sustainability credentials, into these supportive markets
through the delivery of new HQ developments and through the expansion of
our Fully Managed spaces.
Three committed HQ development
schemes
Our development works are making good progress at our fully
pre-let 2 Aldermanbury Square, EC2, where we are substantially
increasing the size of the building to 322,600 sq ft (up from
176,000 sq ft). Construction of the steel frame installation is progressing
well and is now up to the 11th floor, with the main plant
installation well underway in the basement areas. On completion the
scheme will provide a number of public realm and amenity
improvements that will have a positive impact on
the local
area. The new building will have best in class sustainability
metrics and we are targeting BREEAM 'Outstanding'.
Whilst the development is currently
anticipated to deliver a loss on cost from
the commitment date of 12.6%, given market yield
expansion driven valuation declines to date, from the 30 September 2024 valuation the scheme is expected
to deliver
around £27 million of future profit.
At 30 Duke Street, St James's, SW1
(formerly French Railways House & 50 Jermyn Street, SW1), we
are nearing completion of the deconstruction of the existing
buildings on the site. Our major office-led redevelopment will
provide 68,600 sq ft (up from 54,700 sq ft) of new Grade A space.
The scheme is designed to embrace the principles of the circular
economy which includes retaining the existing
foundations and basement and reusing the structural steel
from the demolition of the previous building at
2 Aldermanbury Square, EC2. Once complete, the building will
provide best in class, column free space together with
high-specification amenities including a wellness suite,
private terraces on the upper floors, a communal
roof terrace with panoramic views, as well as the highest
sustainability credentials. We have £84 million
of costs to come and the scheme is anticipated to deliver a profit on cost of 24.1%, an
ungeared IRR of 14.8%
and a 6.5%
development yield. The building is expected to complete in Q3 2026
and we are encouraged by the early leasing interest. With the
valuers assuming an average office rent of £169 per sq ft, there is
potential upside to these expected returns.
At Minerva House, SE1,
our extensive refurbishment will take the overall
commercial space to 143,100 sq ft, an increase of approximately 56% on the existing area. We are
maintaining over 70% of the existing fabric and introducing
innovative ways of working that will further reduce the overall
embodied carbon impact of the development. As part of our
activities, 20 tonnes of glass will be salvaged from site and used
in the production of new glass; this is one of the first schemes in
the country to participate in this truly circular and innovative
process. Minerva House is also the first private development on the
Thames to utilise a barge to remove materials from site during the
first phase of the development. This pioneering approach will
reduce the total number of heavy goods vehicles coming to site by
65% during the deconstruction phase, removing waste from an area
with very high footfall, as well as reducing noise and air
pollution in a congested, pedestrian heavy environment. The scheme
is anticipated to complete in Q1 2027 and deliver a profit on cost
of 19.1%, an ungeared IRR of 11.7% and a development
yield of
7.0%.
In total, across the three on-site
HQ development schemes we have committed expenditure to come of
£353.0 million.
Four Fully Managed refurbishments;
two recently completed
As we grow our flexible office
offer, we are currently refurbishing four buildings to provide new
dedicated Fully Managed spaces as well as converting a significant
number of floors across our portfolio.
At 6 St Andrew Street, EC4, the
newly rebranded 'SIX', completed in early November and offers
47,900 sq ft of newly refurbished office space comprising of
workspaces ranging from 1,200 sq ft to 5,800 sq ft, across nine
floors including a communal lounge and boardroom, a rooftop
terrace, shared kitchen and wellness studio. SIX is within easy
walking distance of Farringdon Elizabeth line station, Chancery
Lane, Farringdon and Thameslink stations. The building is BREEAM
Excellent, highly energy efficient, and is targeting NABERS 4.5*
rating. Following the marketing launch earlier this month, early
leasing interest is very encouraging.
At 31/34 Alfred Place, WC1, our
extensive refurbishment of the building is nearing completion with
our works at 31/32 completed earlier this month and 33/34 due to
complete before the end of the year. Nestled in the heart of
Fitzrovia, Alfred Place offers 41,500 sq ft of outstanding Fully
Managed office space. Adjacent to The Courtyard, one of the Group's
recent acquisitions, it is around 400 metres from Tottenham Court
Road Elizabeth line station.
141 Wardour Street, W1 will
provide 29,900 sq ft of new Fully Managed led space in the heart of
Soho. Building on our success to date at nearby 16 Dufour's Place,
W1, the building will deliver light-filled floorplates of 2,400 to
4,600 sq ft, terraces on the upper floors and excellent amenity
space. The construction is expected to complete in Q2 2025 with
capex to come of £15 million.
At Egyptian & Dudley House,
SW1, we are comprehensively refurbishing the building to provide
25,600 sq ft of Fully Managed space. We are infilling lightwells to
expand floorplates, creating new first-floor amenity space and
creating an external terrace with garden to provide additional
amenity and biodiversity. The scheme is expected to be delivered in
Q2 2025 and will cost £18 million to complete.
These four buildings together will
require around £41 million of capex to complete and, once
delivered, will deliver annualised rent roll of £28.0 million and
Net Operating Income (NOI) of £15.0 million. Today our committed
Flex portfolio totals 525,000 sq ft (25% of our office
portfolio).
In total, our seven on site
schemes require capex of £394 million to complete and are expected
to deliver a development surplus of £118.5 million. They will have
a gross development value of c.£1.1 billion.
Further six schemes in the
near-term pipeline
The Soho Square Estate, W1 is
located in the heart of the West End at the eastern end of Oxford
Street and backs onto Soho Square, just 100 metres from the new
Tottenham Court Road Elizabeth Line station. The building was
acquired with planning permission and we have reworked the designs
and submitted them to Westminster to improve the quality of office
and retail space, further increasing its attractiveness to
prospective customers in a materially undersupplied market. The
redevelopment will provide a best-in-class HQ office building on
Soho Square with flagship retail fronting Oxford Street, arranged
over basement, lower ground, ground and eight upper floors, with
multiple private terraces and a communal roof terrace. We
anticipate starting on site early 2025.
At St Thomas Yard, SE1 (formerly
New City Court), we are currently in positive discussions with the
London Borough of Southwark to extensively refurbish the existing
space utilising a re-use and extend approach (similar to Minerva
House). Our plan will increase the building to 185,300 sq ft of
high quality, HQ offices, up from 98,000 sq ft today. We anticipate
that the planning application will be submitted by the end of the
year.
At the recently acquired
Whittington House, WC1, once we achieve vacant possession in early
2025 we are planning to refurbish the building to deliver 74,500 sq
ft of new Grade A offices, in close proximity to both the Courtyard
and the recently completed 31/34 Alfred Place, both WC1. The
building will be arranged over basement , ground and seven upper
floors with a new terrace on the first floor together with a
communal roof terrace with pavilion amenity space.
At the Courtyard, WC1, opposite
31/34 Alfred Place, we have recently submitted a planning
application for a significant refurbishment of the building to
deliver 62,700 sq ft of Fully Managed space. Our plans will add
additional amenity on the roof, together with substantially
reconfiguring the retail space on Tottenham Court Road. We
anticipate commencing the refurbishment works in the first quarter
of next year.
Together with Fully Managed
conversions at 19/23 Wells Street and 7/15 Gresse Street, the
near-term schemes will require capex to come of £401 million and we
anticipate they will deliver a development surplus of around £107
million. They will have a gross development value of c.£0.9
billion.
Valuation
Valuation is accompanied by
graphics (see Appendix 2 and 4)
The valuation of the Group's
properties, including its share of joint ventures, was
£2,496.5 million as at 30 September 2024
(31 March 2024: £2,331.2 million), reflecting a valuation increase
of 0.8% on a like-for-like basis since 31 March 2024. At 30
September 2024, the wholly-owned portfolio was valued at
£2,013.2 million
(31 March 2024: £1,855.1 million) and the Group had three active
joint ventures which owned properties valued at £483.3
million (our share) (31 March 2024: £476.1
million) by CBRE. At 30 September 2024, 72% of our portfolio was
located in the West End.
Values inflecting, up
0.8%
The key drivers behind the Group's
valuation movement for the six-month period were:
·
Rental value growth - the continued demand for
our best in class spaces has helped increase our rental values.
Since the start of the financial year, across out portfolio rental
values increased by 1.1% on a like-for-like basis, with our fully
managed offices increasing by 1.4%, our long dated offices
increasing by 3.0% and our overall office portfolio up by 1.2%,
whilst our retail portfolio also increased by 0.9%;
·
Portfolio management - a strong six months, 34
new leases, rent reviews and renewals were completed, securing
£12.4 million (our
share) of annual income, supporting the valuation.
At 30
September 2024, the portfolio was 8.9% reversionary;
·
A small upward movement in yields on a
like-for-like basis (office +2 basis point; retail +4 basis
points). At 30 September 2024, the portfolio true equivalent yield was
5.4% (West End: 5.3%; Rest of central London: 5.7%) and
reversionary yield was 6.7%; and
·
Developments - the valuation of our committed
development properties decreased by 2.0% on a like-for-like basis
to £275.4 million during the period.
Including rent from leases
currently in rent free periods, the topped-up initial yield of the
investment portfolio at 30 September 2024 was 3.9%, the same as the
start of the financial year.
Whilst the overall valuation
increased by 0.8% during the six months on a like-for-like basis,
elements of the portfolio continued to show greater
variation:
·
Including developments, our West End portfolio
(+1.6%) performed better than our rest of London portfolio (-1.2%)
given stronger rental value growth of +1.5% in our West End
portfolio compared to +0.5% in the rest of London portfolio on a
like-for-like basis;
·
Our Flex office space increased in value by 1.3%,
of which Fully managed properties increased by 2.6% outperforming
the Group's wider office space which increased by 0.8% in value,
whilst our retail space outperformed offices increasing in value by
1.2% resulting from an overall softening in retail yields;
and
·
Our short leasehold properties (<100 years),
which represent around 6% of the portfolio, continued to reduce in
value down by 0.8% compared to an increase in value of 0.9% across
the rest of the portfolio.
Near-term market
outlook
Our markets are cyclical, as a
result, we actively monitor numerous lead indicators to help
identify key trends in our marketplace. Over the last six months,
given reduced levels of inflation and the first of a number of
anticipated reductions in interest rates, our property capital
value indicators have improved marginally from those we reported in
May. Investment market activity remains subdued, with the improved
interest rate environment yet to feed into investor confidence.
However, September saw a number of high profile properties brought
to market suggesting that activity may pick up over the coming
months.
In the occupational market, given
the scarcity of high quality spaces in central London, particularly
in the West End, we expect our leasing and rental performance of
the portfolio in the first half of the year to continue, despite
signs of weakening business confidence. Accordingly, we have
maintained our rental value growth range for the financial year to
31 March 2025 at between 3.0% and 6.0%, prime
offices 5.0% to 10.0%.
Our financial results
Our financial results are
accompanied by graphics (see Appendix 3)
We prepare our financial
statements using IFRS. We also use a number of Alternative
Performance Measures (APMs) to help explain the performance of the
business. These include quoting a number of measures on a
proportionately consolidated basis to include joint ventures, as it
describes how we manage the portfolio, like-for-like measures and
using measures prescribed by the European Public Real Estate
Association (EPRA). The measures defined by EPRA are designed to
enhance transparency and comparability across the European real
estate sector. Reconciliations of APMs are included in note 8 to
the accounts.
We calculate net assets and
earnings per share in accordance with EPRA's Best Practice
Recommendations. The recommendations are designed to make the
financial statements of public real estate companies clearer and
more comparable across Europe, enhancing the transparency and
coherence of the sector. EPRA's Best Practice Recommendations
include three NAV metrics: EPRA Net Tangible Assets (NTA), Net
Reinvestment Value (NRV) and Net Disposal Value (NDV). We consider
EPRA NTA to be the most relevant investor metric for the Group and
the primary measure of net asset value and relevant reconciliations
between IFRS numbers and EPRA metrics are included in note 8 to the
accounts.
£350 million rights issue
completed
In June 2024, we completed a
fully underwritten 3 for 5 rights issue to raise gross proceeds of
approximately £350.3 million (£335.6 million net of expenses)
through the issue of 152,320,747 new ordinary shares at a price of
230 pence each. The rights issue will allow GPE to seize the
significant opportunity we see emerging in the central London
commercial real estate space. The correction in asset values over
recent years has resulted in central London commercial real estate
trading in line with levels last seen in 2009 in real terms. Today,
we have a deep pipeline of acquisition opportunities, including
three deals agreed since April 2024, and a further £1.9 billion
under review or on our watchlist.
We expect that the acquisitions
and developments we acquire through the deployment of the proceeds
of the rights issue will enhance shareholder returns, be accretive
to both EPRA earnings and NTA per share and support our ambition to
deliver a total accounting return of 10% plus over the medium term
(before yield compression). Furthermore, with the macro-economic
environment improving, there is further upside should property
yields contract in a falling interest rate and improving rental
growth environment.
Valuations up 0.8%; EPRA NTA
marginally up to 475 pence per share
IFRS NAV per share and EPRA NTA
per share at 30 September 2024 were 475 pence per share, an
increase of 0.4% over the last six months compared to the pro forma
net assets per share at 31 March 2024 adjusted for the rights issue
(see note 8). The increase was largely due to the 0.8%
like-for-like increase in the value of the property portfolio. The
main drivers of the 2 pence per share increase in NTA from 31 March
2024 were:
·
The increase of 5 pence per share arising from
the revaluation of the property
portfolio;
·
EPRA earnings for the period of 2 pence per share
increased NTA; and
·
The final dividend of 5 pence per share reduced
NTA.
The EPRA NTA increase of
0.4% (compared to the pro forma net assets
per share at 31 March 2024) combined with
the payment of last year's final dividend of £11.9 million (or 4.9
pence per share on the post rights number of shares), delivered a
total accounting return for the six months to 30 September 2024 of
+1.2% (2023: -13.1%).
At 30 September 2024, the Group's
net assets were £1,928.6 million, up from £1,583.0 million at 31
March 2024, with the increase largely attributable to the receipt
of the £335.6 million net proceeds from the rights issue and the
increase in the property valuation. On a pro forma basis, EPRA NDV
per share increased marginally to 488 pence at 30 September 2024,
compared to 486 pence at 31 March 2024 (up 0.4%).
Earnings down in line with guidance
and our portfolio activities
Revenue from our wholly-owned
properties fell from £47.6 million to £44.9 million. Net rental
income (including the spreading of lease incentives) reduced to
£31.5 million compared to £35.0 million for the period to September
2023, as we achieved vacant possession of both development sites
and floors for Fully Managed conversion across the
portfolio. Service charge income fell from
£8.9 million to £7.5 million due to lower service charge spend
across the portfolio due to the continued
conversion to Fully Managed spaces. Accordingly, Fully Managed
services income rose from £2.7 million to £4.7 million as we
continued to roll out and lease up our flexible office
offer.
Adjusting for acquisitions,
disposals and transfers to and from the development programme,
like-for-like rental income (including from joint venture
properties) increased by 0.4% on the prior period.
Cost of sales increased from £16.3
million to £16.8 million for the period to 30 September 2024, with
the reduced levels of service charge expenses being offset by
increased Fully Managed services as we continue to convert space to
our Fully Managed offer.
Administration costs were £19.5
million, a decrease of £1.4 million on the prior year as we benefit
from the team restructuring in the prior year and other associated
cost savings, partially offset by higher provisions for share based
payments.
EPRA earnings from joint ventures
(excluding fair value movements) were £3.7 million, a decrease of £2.2 million from the prior year,
largely driven by taking vacant possession of some floors at Gray's
Inn Road as we commenced refurbishment of part of the building, as
well as the insolvency settlement at Mount Royal in the prior year
from the Arcadia administration not repeating. In total, our joint
ventures delivered a IFRS profit before tax of £6.7 million (2023:
loss of £39.6 million).
Gross interest on our debt
facilities was £16.9 million, up £6.5 million on the prior period.
This increase was primarily due to higher interest rates from the
utilisation of the £250 million term loan, offset by higher
underlying rates on lower amounts of drawn debt. We capitalised
interest of £11.1 million (2023: £4.3 million), with the increase attributable to increased
development activity and interest rates over the last 12
months. As a result, the Group had net
finance costs (including interest receivable) of
£3.9 million, a £0.5
million reduction on the prior period.
EPRA earnings
were £8.5 million, 28.0% lower than for the same period last year.
Revaluation gains together with EPRA earnings resulted in an IFRS
profit after tax of £29.7 million (2023: loss of £253.4 million). The basic and
diluted profit per share for the period was 8.1 pence, compared to a restated
loss of 83.4 pence per share
for 2023. Diluted EPRA earnings per share was 2.3
pence (2023: 3.9 pence), in line with guidance. We expect the
Group's EPRA earnings for the current financial year to be broadly
stable when compared to the prior financial year, however they will
be lower on a per share basis given the higher number of shares in
issue post the rights issue. Looking beyond 31 March 2025, we
anticipate that the Group's earnings will return to growth as we
complete, and let, our on-site development and refurbishment
schemes.
Results of joint
ventures
The Group's net investment in
joint ventures was £495.3
million, an increase from £491.3 million at 31
March 2024, largely due to a small increase of 0.4% in
value of the property portfolio on a like-for-like basis as well as
the part repayment of partner loan balance in our GHS joint
venture. Our share of joint venture net rental income was £7.7
million, down from £10.0 million last year primarily as a result of
taking vacant possession of 144,000 sq ft at Gray's Inn Road, WC1
as we commenced an extensive refurbishment of the space. The
underlying joint venture profits are stated after charging £1.0
million of GPE management fees, which were broadly flat year on
year (2023: £0.6 million).
Overall, our three active joint
ventures represent an important proportion of the Group's business.
At 30 September 2024, joint ventures represented 19.4% of the
portfolio valuation, 25.7% of net assets and 20.4% of rent roll (31
March 2024: 20.4%, 31.0% and 21.4% respectively).
Strong liquidity and low LTV; more
than £670 million of cash and undrawn facilities; EPRA LTV
23.3%
The Group's consolidated net debt
excluding restricted cash, decreased to £547.7 million at 30
September 2024, compared to £738.0 million at 31 March 2024. The
decrease was largely due to receipt of the rights issue proceeds in
the period of £335.6 million (net of expenses) offset by on-going
development capital expenditure across the Group of £140 million in
the six months. Group gearing decreased to 28.5%
at 30
September 2024 (31 March 2024: 46.8%). Including cash balances in
the joint ventures, total net debt was £526.2 million (31 March
2024: £713.5 million) equivalent to an EPRA loan to value of
23.3% (31 March 2024: 32.6%).
The Group is operating with
substantial headroom over its debt covenants. At 30 September 2024,
property values would have to fall by around 55% before covenant
breach. Through the cycle, the Group aims
to maintain a target LTV range between 10% and 35%, consistent with
our low leverage levels over the last 10 years. Our interest cover
ratio under our Group covenants was high at 3.5 times (covenant:
1.35 times).
In September 2024, we announced
our first sterling denominated senior unsecured sustainable bond.
The £250 million Bond has a term of seven years, bears interest at
a rate of 5.375% and is rated Baa2 by Moody's Investor Services
Ltd. Alongside our unsecured ESG-linked bank facilities, this
sustainable Bond further diversifies our debt funding sources and
has extended our weighted average debt maturity.
The Group's weighted average cost
of debt, including fees, for the period was 5.3% (year to 31 March 2024: 4.1%).
The weighted average interest rate (excluding fees) at the period
end was 5.0%, up from 4.3% at 31 March 2024, following the
repayment of £175 million 2.15% private placement notes in May
2024.
At 30 September 2024, including
the new sterling bond, 94% of the Group's total debt was at fixed
or hedged rates (31 March 2024: 87%) and our weighted average drawn
debt maturity was 5.8 years (31 March 2024: 3.4 years).
In October 2024, we signed a new
£150 million ESG-linked unsecured revolving credit facility (RCF)
at a headline margin of 90 basis points over SONIA. The facility
has an initial three-year term which may be extended to a maximum
of five years at GPE's request, subject to bank consent.
In November 2024, we also repaid
£175 million of the Group's £250 million term loan.
Following this activity, the Group
has cash and undrawn credit facilities in excess of £670 million
and our weighted average debt maturity extends to around seven
years.
Taxation
The tax charge in the income
statement for the half year was £0.2 million (2023: £nil) and the
effective tax rate on EPRA earnings was 0% (2023: 0%). The majority
of the Group's income is tax-free as a result of its REIT status.
Other allowances were available to set against non-REIT
profits.
As a REIT, the majority of rental
profits and chargeable gains from our property rental business are
exempt from UK corporation tax, provided we meet a number of
conditions including distributing at least 90% of the rental income
profits of this business (known as Property Income Distributions
(PIDs)) on an annual basis. These PIDs are then typically treated
as taxable income in the hands of shareholders. During the six
months ended 30 September 2024, the Group paid a PID of £10.1
million.
The Group's REIT exemption does
not extend to either profits arising from the sale of
trading properties or gains arising from the sale of investment
properties in respect of which a major redevelopment has completed
within the preceding three years.
Dividends
The Board has declared an interim
ordinary dividend of 2.9 pence per share (2023: 4.7 pence) which
will be paid on 3 January 2025. None of this interim dividend will
be a REIT Property Income Distribution (PID) in respect of the
Group's tax-exempt property rental business.
Principal risks and
uncertainties
The Group recognises that the
successful management of risk is critical to enable delivery of the
Group's strategic priorities. Ultimate responsibility for risk
rests with the Board but the effective day-to-day management of
risk is integral to the way the Group does business and its
culture. The Board undertakes a robust assessment of the principal
risks facing the Group on a regular basis.
The principal risks and
uncertainties facing the Group for the remaining six months of the
financial year remain in line with those detailed on pages 76 to 87
of the 2024 Annual Report with no material changes:
Failure to meet customer
needs
|
Failure to profitably deliver the
development and/or refurbishment programme
|
Climate change and
decarbonisation
|
People
|
London attractiveness
|
Health and safety
|
Adverse macro-economic
environment
|
Cyber security and infrastructure
failure
|
Poor capital allocation decisions
and/or misreading market conditions (now also in respect of our
investment of the proceeds from our recent rights issue)
|
Failure to profitably deliver the
Flex Strategy
|
The Board and Executive Committee
continue to regularly review the potential risks and impacts
presented by the volatile economic backdrop, including in relation
to inflation and higher underlying interest rates, as well as the
potential impacts of geo-political tensions arising from events
both in the Ukraine and the Middle East. The Board also continues to
monitor for both short-term and potential longer-term structural
changes in working practices, an evolving planning regime and the
level and nature of demand for space in central London.
As a result of current levels of
economic uncertainty, the Group's forecasts and business plans
continue to be prepared under a variety of market scenarios to
reflect a number of potential outcomes.
Condensed group income
statement
For the six months ended 30
September 2024
Year to
31 March 2024
Audited
£m
|
|
|
Notes
|
Six months to 30
September
2024
Unaudited
£m
|
Six
months to 30 September
2023
Unaudited
£m
|
95.4
|
|
Revenue
|
3
|
44.9
|
47.6
|
(33.3)
|
|
Cost of sales
|
4
|
(16.8)
|
(16.3)
|
62.1
|
|
|
|
28.1
|
31.3
|
(42.3)
|
|
Administrative expenses
|
|
(19.5)
|
(20.9)
|
(0.1)
|
|
Expected credit losses
|
13
|
-
|
(0.1)
|
19.7
|
|
Operating profit before
surplus/(deficit) from investment property, revaluation movements
and results of joint ventures
|
|
8.6
|
10.3
|
(267.3)
|
|
Surplus/(deficit) from investment
property
|
9
|
19.0
|
(219.7)
|
(0.2)
|
|
Deficit on revaluation of other
investments
|
12
|
(0.1)
|
-
|
(46.7)
|
|
Share of results of joint
ventures
|
10
|
6.7
|
(39.6)
|
(294.5)
|
|
Operating profit/(loss)
|
|
34.2
|
(249.0)
|
6.1
|
|
Finance income
|
5
|
3.3
|
2.9
|
(17.7)
|
|
Finance costs
|
6
|
(7.2)
|
(7.3)
|
(1.7)
|
|
Fair value loss on
derivatives
|
|
(0.4)
|
-
|
(307.8)
|
|
Profit/(loss) before tax
|
|
29.9
|
(253.4)
|
-
|
|
Tax
|
7
|
(0.2)
|
-
|
(307.8)
|
|
Profit/(loss) for the period
|
|
29.7
|
(253.4)
|
(101.4p)
|
|
Basic profit/(loss) per share*
|
8
|
8.1p
|
|
(83.4p)
|
(101.4p)
|
|
Diluted profit/(loss) per share*
|
8
|
8.1p
|
|
(83.4p)
|
5.9p
|
|
Basic EPRA earnings per share*
|
8
|
2.3p
|
|
3.9p
|
5.9p
|
|
Diluted EPRA earnings per share*
|
8
|
2.3p
|
|
3.9p
|
* Previous year/period per share
metrics adjusted for the June 2024 rights issue
All results are derived from
continuing operations in the United Kingdom and are attributable to
ordinary equity holders.
Condensed group statement of
comprehensive income
For the six months ended 30 September
2024
Year
ended
31 March
2024
Audited
£m
|
|
|
Six months to 30
September
2024
Unaudited
£m
|
Six
months to 30
September
2023
Unaudited
£m
|
(307.8)
|
|
Profit/(loss) for the
period
|
29.7
|
(253.4)
|
|
|
Items that will not be reclassified subsequently to profit
and loss:
|
|
|
0.1
|
|
Actuarial (loss)/gain on defined
benefit scheme
|
(0.7)
|
-
|
-
|
|
Deferred tax on actuarial loss on
defined benefit scheme
|
0.2
|
-
|
(307.7)
|
|
Total comprehensive income/(expense) for the
period
|
29.2
|
(253.4)
|
Condensed group balance
sheet
At 30 September 2024
As
at
31 March
2024
Audited
£m
|
|
|
Notes
|
As at
30 September
2024
Unaudited
£m
|
As at
30 September
2023
Unaudited
£m
|
|
|
Non-current assets
|
|
|
|
1,911.0
|
|
Investment property
|
9
|
2,069.1
|
1,880.8
|
491.3
|
|
Investment in joint
ventures
|
10
|
495.3
|
500.4
|
2.0
|
|
Property, plant and
equipment
|
11
|
1.3
|
2.7
|
4.9
|
|
Pension asset
|
|
4.5
|
4.4
|
0.4
|
|
Derivative financial
instruments
|
15
|
-
|
-
|
2.4
|
|
Other investments
|
12
|
2.7
|
2.2
|
2,412.0
|
|
|
|
2,572.9
|
2,390.5
|
|
|
Current assets
|
|
|
|
24.9
|
|
Trade and other
receivables
|
13
|
37.9
|
29.5
|
22.9
|
|
Cash and cash
equivalents
|
20
|
241.8
|
23.4
|
47.8
|
|
|
|
279.7
|
52.9
|
|
|
Current assets held for sale
|
|
|
|
18.2
|
|
Investment property held for
sale
|
9
|
18.2
|
5.0
|
18.2
|
|
|
|
18.2
|
5.0
|
2,478.0
|
|
Total assets
|
|
2,870.8
|
2,448.4
|
|
|
Current liabilities
|
|
|
|
(175.0)
|
|
Interest-bearing loans and
borrowings
|
15
|
-
|
(174.9)
|
(0.3)
|
|
Corporation tax
|
|
(0.3)
|
(0.3)
|
(76.2)
|
|
Trade and other
payables
|
14
|
(98.4)
|
(63.0)
|
(251.5)
|
|
|
|
(98.7)
|
(238.2)
|
|
|
Non-current liabilities
|
|
|
|
(565.4)
|
|
Interest-bearing loans and
borrowings
|
15
|
(765.9)
|
(491.9)
|
(74.1)
|
|
Head lease obligations
|
17
|
(74.1)
|
(66.7)
|
(1.0)
|
|
Occupational lease
obligations
|
18
|
(0.5)
|
(1.5)
|
(3.0)
|
|
Provisions in respect of
warranties on sold buildings
|
|
(3.0)
|
(3.0)
|
(643.5)
|
|
|
|
(843.5)
|
(563.1)
|
(895.0)
|
|
Total liabilities
|
|
(942.2)
|
(801.3)
|
1,583.0
|
|
Net assets
|
|
1,928.6
|
1,647.1
|
|
|
Equity
|
|
|
|
38.7
|
|
Share capital
|
16
|
62.0
|
38.7
|
46.0
|
|
Share premium account
|
|
358.3
|
46.0
|
326.7
|
|
Capital redemption
reserve
|
|
326.7
|
326.7
|
1,166.0
|
|
Retained earnings
|
|
1,177.5
|
1,233.0
|
5.6
|
|
Investment in own
shares
|
19
|
4.1
|
2.7
|
1,583.0
|
|
Total equity
|
|
1,928.6
|
1,647.1
|
|
|
|
|
|
|
521p
|
|
Net assets per share*
|
8
|
477p
|
542p
|
|
520p
|
|
EPRA NTA (diluted)*
|
8
|
475p
|
541p
|
|
473p
|
|
Pro forma net assets per share*
|
8
|
n/a
|
n/a
|
|
|
|
|
|
|
|
|
* Previous year/period per share
metrics adjusted for the June 2024 rights issue
Condensed group statement of cash
flows
For the six months ended 30
September
2024
Year to
31 March
2024
Audited
£m
|
|
|
Notes
|
Six months to
30 September
2024
Unaudited
£m
|
Six months to
30 September
2023
Unaudited
£m
|
|
|
Operating activities
|
|
|
|
(294.5)
|
|
Operating profit/(loss)
|
|
34.2
|
(249.0)
|
313.4
|
|
Adjustments for non-cash
items
|
21
|
(22.1)
|
258.4
|
(8.6)
|
|
Increase in receivables
|
|
(12.7)
|
(13.7)
|
4.1
|
|
Increase in payables
|
|
8.1
|
2.8
|
14.4
|
|
Cash generated from/(used in)
operations
|
|
7.5
|
(1.5)
|
(22.3)
|
|
Interest paid
|
|
(16.8)
|
(10.2)
|
0.3
|
|
Interest received
|
|
0.5
|
-
|
(7.6)
|
|
Cash flow used in operating
activities
|
|
(8.8)
|
(11.7)
|
|
|
Investing activities
|
|
|
|
6.7
|
|
Repayment of loans by joint
ventures
|
|
5.5
|
1.8
|
(0.1)
|
|
Investment in joint
ventures
|
|
-
|
(0.1)
|
(121.7)
|
|
Development of investment
property
|
|
(116.3)
|
(44.3)
|
(128.3)
|
|
Purchase of investment
property
|
|
-
|
(128.9)
|
(0.1)
|
|
Purchase of plant and
equipment
|
|
(0.1)
|
(0.1)
|
(0.8)
|
|
Purchase of other
investments
|
|
(0.4)
|
(0.4)
|
12.6
|
|
Sale of properties
|
|
0.2
|
(0.5)
|
(231.7)
|
|
Cash flow used in investing activities
|
|
(111.1)
|
(172.5)
|
|
|
Financing activities
|
|
|
|
(275.4)
|
|
Revolving credit facility
repaid
|
15
|
(321.0)
|
(23.4)
|
308.4
|
|
Revolving credit facility
drawn
|
15
|
274.0
|
231.4
|
248.0
|
|
Term loan drawn
|
|
-
|
-
|
-
|
|
Private placement notes
repaid
|
|
(175.0)
|
-
|
-
|
|
Issue of sustainable sterling
bond
|
|
247.0
|
-
|
-
|
|
Proceeds from rights
issue
|
|
350.3
|
-
|
-
|
|
Transaction costs of rights
issue
|
|
(14.7)
|
-
|
-
|
|
Purchase of own shares
|
|
(1.2)
|
-
|
(2.1)
|
|
Purchase of derivative
|
|
-
|
-
|
(3.4)
|
|
Payment of lease
obligations
|
|
(1.9)
|
(1.7)
|
(32.7)
|
|
Dividends paid
|
23
|
(18.7)
|
(18.1)
|
242.8
|
|
Cash flow generated from financing
activities
|
|
338.8
|
188.2
|
|
|
|
|
|
|
3.5
|
|
Net increase in cash and cash
equivalents
|
|
218.9
|
4.0
|
19.4
|
|
Cash and cash equivalents at 1
April
|
|
22.9
|
19.4
|
22.9
|
|
Cash and cash equivalents at
balance sheet date
|
|
241.8
|
23.4
|
|
|
|
|
|
|
Condensed group statement of
changes in equity
For the six months ended 30
September 2024 (unaudited)
|
|
Share
capital
£m
|
Share
premium account
£m
|
Capital
redemption
reserve
£m
|
Retained
earnings
£m
|
Investment in own shares
£m
|
Total
equity
£m
|
Total equity at 1 April
2024
|
|
38.7
|
46.0
|
326.7
|
1,166.0
|
5.6
|
1,583.0
|
Profit for the period
|
|
-
|
-
|
-
|
29.7
|
-
|
29.7
|
Actuarial loss on defined benefit
scheme
|
|
-
|
-
|
-
|
(0.7)
|
-
|
(0.7)
|
Deferred tax on defined benefit
scheme
|
|
-
|
-
|
-
|
0.2
|
-
|
0.2
|
Total comprehensive income for the
period
|
|
-
|
-
|
-
|
29.2
|
-
|
29.2
|
Proceeds from 3 for 5 rights
issue
|
|
23.3
|
327.0
|
-
|
-
|
-
|
350.3
|
Costs of issue
|
|
-
|
(14.7)
|
-
|
-
|
-
|
(14.7)
|
Employee share-based incentive
charge
|
|
-
|
-
|
-
|
-
|
2.0
|
2.0
|
Purchase of own shares
|
|
-
|
-
|
-
|
-
|
(1.2)
|
(1.2)
|
Transfer to retained
earnings
|
|
-
|
-
|
-
|
2.3
|
(2.3)
|
-
|
Dividends to shareholders
|
|
-
|
-
|
-
|
(20.0)
|
-
|
(20.0)
|
Total equity at 30 September
2024
|
|
62.0
|
358.3
|
326.7
|
1,177.5
|
4.1
|
1,928.6
|
Condensed group statement of
changes in equity
For the six months ended 30
September 2023 (unaudited)
|
|
Share
capital
£m
|
Share
premium account
£m
|
Capital
redemption
reserve
£m
|
Retained
earnings
£m
|
Investment in own shares
£m
|
Total
equity
£m
|
Total equity at 1 April
2023
|
|
38.7
|
46.0
|
326.7
|
1,504.4
|
2.8
|
1,918.6
|
Loss for the period
|
|
-
|
-
|
-
|
(253.4)
|
-
|
(253.4)
|
Actuarial gain on defined benefit
scheme
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Deferred tax on defined benefit
scheme
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive expense for
the period
|
|
-
|
-
|
-
|
(253.4)
|
-
|
(253.4)
|
Employee share-based incentive
charge and other items
|
|
-
|
-
|
-
|
-
|
1.9
|
1.9
|
Transfer to retained
earnings
|
|
-
|
-
|
-
|
2.0
|
(2.0)
|
-
|
Dividends to shareholders
|
|
-
|
-
|
-
|
(20.0)
|
-
|
(20.0)
|
Total equity at 30 September
2023
|
|
38.7
|
46.0
|
326.7
|
1,233.0
|
2.7
|
1,647.1
|
Condensed group statement of
changes in equity
For the year ended 31 March 2024
(audited)
|
|
Share
capital
£m
|
Share
premium account
£m
|
Capital
redemption
reserve
£m
|
Retained
earnings
£m
|
Investment in own shares
£m
|
Total
equity
£m
|
Total equity at 1 April
2023
|
|
38.7
|
46.0
|
326.7
|
1,504.4
|
2.8
|
1,918.6
|
Loss for the year
|
|
-
|
-
|
-
|
(307.8)
|
-
|
(307.8)
|
Actuarial gain on defined benefit
scheme
|
|
-
|
-
|
-
|
0.1
|
-
|
0.1
|
Deferred tax on defined benefit
scheme
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive expense for
the year
|
|
-
|
-
|
-
|
(307.7)
|
-
|
(307.7)
|
Employee share-based incentive
charge
|
|
-
|
-
|
-
|
-
|
4.0
|
4.0
|
Transfer to retained
earnings
|
|
-
|
-
|
-
|
1.2
|
(1.2)
|
-
|
Dividends to
shareholders
|
|
-
|
-
|
-
|
(31.9)
|
-
|
(31.9)
|
Total equity at 31 March
2024
|
|
38.7
|
46.0
|
326.7
|
1,166.0
|
5.6
|
1,583.0
|
Condensed notes forming part of
the half year results
1 Basis of preparation
The information for the year ended
31 March 2024 does not constitute statutory accounts as defined in
section 434 of the Companies Act 2006. A copy of the statutory
accounts for that year has been delivered to the Registrar of
Companies. The auditor's report on those accounts was not qualified, did not include
a reference to any matters to which the auditors 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.
The annual financial statements of
Great Portland Estates plc will be prepared in accordance with
United Kingdom adopted international accounting standards and the
requirements of the Companies Act 2006 as applicable to companies
reporting under those standards. The condensed set of financial
statements included in this half-yearly financial report has been
prepared in accordance with United Kingdom adopted International
Accounting Standard 34 Interim Financial Reporting and in
accordance with the Disclosure, Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority. The accounting
policies and methods of computation applied are consistent with
those applied in the Group's latest annual audited financial
statements. The nature of the Critical Judgements and Key Sources
of Estimation Uncertainty applied in the condensed financial
statements have remained consistent with those applied in the
Group's latest annual audited financial statements. The key source
of estimation uncertainty is the valuation of the property
portfolio. There were no critical judgements made in the
preparation of the condensed financial statements. The Group's
performance is not subject to seasonal fluctuations.
The Group has not applied IFRS 18
- Presentation and Disclosure in the financial statements, a new
IFRS standard that has been issued but is not yet
effective. The Directors expect that the adoption of the standard will
have a material impact on the presentation of the financial
statements of the Group for reporting periods beginning on or after
1 January 2027 and will also apply to comparative
information.
There were no new or revised
IFRSs, amendments or interpretations in issue but not yet effective
that are potentially material for the Group and which have not yet
been applied.
Going concern
The Directors have considered the
appropriateness of adopting the going concern basis in preparing
the financial statements for the period ended 30 September 2024,
with particular focus on the impact of geopolitical tensions and
high interest rates on the macro-economic conditions in which the
Group is operating. The Directors' assessment is based on the next
12 months of the Group's financial forecasts, including a going concern scenario
which included the following key assumptions:
- a
17.3% decline in the valuation of the property portfolio from 30
September 2024; and
- an
increase in EPRA earnings due to the delivery and letting of four
on-site flex schemes.
The going concern scenario
demonstrates that the Group over a period of at least 12
months:
- has
significant liquidity to fund its ongoing operations, including the
drawdown in September 2024 of a new £250 million sustainable
sterling bond and in October 2024 of a new £150 million RCF,
alongside £175 million partial early repayment of the £250 million
term loan;
- is
operating with significant headroom above its Group debt financing
covenants;
- property values would have to fall by a further 24% before
breach (or 55% from 30 September 2024 values);
- the
Group does not project any breaches of its interest cover ratio,
with minimum coverage of 6.91x (vs 1.35x covenant) throughout the
going concern period; and
- has
no debt maturities other than set out above.
Based on these considerations,
together with extensive stress testing, available market
information and the Directors' knowledge and experience of the
Group's property portfolio and markets, the Directors have adopted
the going concern basis in preparing the accounts for the period
ended 30 September 2024.
2 Segmental analysis
IFRS 8 Operating Segments requires
the identification of operating segments based on internal
financial reports detailing components of the Group regularly
reviewed by the chief operating decision makers (the Group's
Executive Committee) in order to allocate resources to the segments
and to assess their performance.
The Directors have concluded that,
based on the level of information provided to the Executive
Committee, that its Fully Managed operations is an operating
segment as defined by IFRS 8. Furthermore, given the revenue is in
excess of 10% of wider Group revenue, the segment should be
separately reported from the remainder of the Group's
activities.
The remainder of the Group's
components are managed together, with their operating results
reviewed on an aggregated basis. All of the Group's revenue is
generated from investment properties located in a small radius
within central London. The properties are managed as a single
portfolio by a portfolio management team whose responsibilities are
not segregated by location or type but are managed on an
asset-by-asset basis. The majority of the Group's assets are
mixed-use, therefore the office, retail and any residential space
is managed together. The Directors have considered the nature of
the business, how the business is managed and how they review
performance, and in their judgement, the Group has only two
reportable segments.
The Executive Committee reviews
the performance of its Fully Managed offer based on gross revenue
(including Fully Managed services income) net of cost of sales on a
proportionally consolidated basis (including the Group's joint
ventures at share). Total assets and liabilities are not monitored
by segment.
Segmental analysis for the period
ended 30 September 2024
Year to
31 March
2024
£m
|
|
|
Fully Managed offices including joint ventures
£m
|
Joint ventures
£m
|
Group Fully Managed offices
£m
|
Remainder of
portfolio £m
|
30 September
2024
£m
|
30 September
2023
£m
|
95.4
|
|
Revenue
|
9.0
|
(0.9)
|
8.1
|
36.8
|
44.9
|
47.6
|
(33.3)
|
|
Cost of sales
|
(4.5)
|
0.3
|
(4.2)
|
(12.6)
|
(16.8)
|
(16.3)
|
62.1
|
|
Net result
|
4.5
|
(0.6)
|
3.9
|
24.2
|
28.1
|
31.3
|
|
|
|
|
|
|
|
|
|
Revenue for the Group's Fully
Managed offices in the period to 30 September 2023 was £5.3 million
(£5.6 million including share of joint ventures).
3 Revenue
Year to
31 March
2024
£m
|
|
|
Six months to 30 September
2024
£m
|
Six months to 30 September
2023
£m
|
67.2
|
|
Gross rental income
|
32.7
|
32.0
|
5.7
|
|
Spreading of lease
incentives
|
(1.0)
|
3.4
|
14.4
|
|
Service charge income
|
7.5
|
8.9
|
1.7
|
|
Joint venture fee
income
|
1.0
|
0.6
|
6.4
|
|
Fully Managed services
income
|
4.7
|
2.7
|
95.4
|
|
|
44.9
|
47.6
|
3 Revenue (continued)
The table below sets out the
Group's gross rental income split between types of space
provided:
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to 30 September
2023
£m
|
37.9
|
|
Ready to fit
|
17.2
|
17.8
|
10.5
|
|
Retail
|
5.0
|
6.1
|
6.8
|
|
Fitted
|
4.1
|
2.7
|
5.8
|
|
Fully Managed
|
3.4
|
2.6
|
3.8
|
|
Flex Partnerships
|
1.5
|
2.1
|
2.4
|
|
Hotel
|
1.5
|
0.7
|
67.2
|
|
|
32.7
|
32.0
|
The table below sets out the
Group's net rental income, please see note 8 for the Group's
alternative performance measures:
Year to
31 March
2024
£m
|
|
|
Six months to 30 September
2024
£m
|
Six months to 30 September
2023
£m
|
67.2
|
|
Gross rental income
|
32.7
|
32.0
|
(0.2)
|
|
Expected credit losses
|
-
|
(0.1)
|
67.0
|
|
Rental income
|
32.7
|
31.9
|
5.7
|
|
Spreading of lease
incentives
|
(1.0)
|
3.4
|
(0.6)
|
|
Ground rent
|
(0.2)
|
(0.3)
|
72.1
|
|
|
31.5
|
35.0
|
4 Cost of sales
Year to
31 March
2024
£m
|
|
|
Six months to 30 September
2024
£m
|
Six months to 30 September
2023
£m
|
17.7
|
|
Service charge expenses
|
8.3
|
9.8
|
8.1
|
|
Fully Managed service
expenses
|
4.2
|
3.3
|
6.9
|
|
Other property expenses
|
4.1
|
2.9
|
0.6
|
|
Ground rent
|
0.2
|
0.3
|
33.3
|
|
|
16.8
|
16.3
|
The table below sets out the
Group's property costs, please see note 8 for the Group's
alternative performance measures:
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to 30
September
2023
£m
|
(14.4)
|
|
Service charge income
|
(7.5)
|
(8.9)
|
17.7
|
|
Service charge expenses
|
8.3
|
9.8
|
(6.4)
|
|
Fully Managed services
income
|
(4.7)
|
(2.7)
|
8.1
|
|
Fully Managed services
expenses
|
4.2
|
3.3
|
6.9
|
|
Other property expenses
|
4.1
|
2.9
|
(0.1)
|
|
Expected credit losses
|
-
|
-
|
11.8
|
|
|
4.4
|
4.4
|
5 Finance income
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to 30 September
2023
£m
|
5.8
|
|
Interest income on joint venture
balances
|
2.9
|
2.9
|
0.3
|
|
Interest on cash
deposits
|
0.4
|
-
|
6.1
|
|
|
3.3
|
2.9
|
6 Finance costs
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to 30 September
2023
£m
|
5.8
|
|
Interest on revolving credit
facilities
|
2.4
|
4.3
|
8.5
|
|
Interest on term loan
|
9.1
|
-
|
11.0
|
|
Interest on private placement
notes
|
4.1
|
5.5
|
1.2
|
|
Interest on debenture
stock
|
0.6
|
0.6
|
-
|
|
Interest on sustainable sterling
bond
|
0.3
|
-
|
2.4
|
|
Interest on obligations under head
leases
|
1.4
|
1.2
|
0.1
|
|
Other
|
0.4
|
-
|
29.0
|
|
Gross finance costs
|
18.3
|
11.6
|
(11.3)
|
|
Less: capitalised
interest
|
(11.1)
|
(4.3)
|
17.7
|
|
|
7.2
|
7.3
|
The Group capitalised interest on
certain developments with specific associated borrowings at 7.3%
(2023: n/a), with the remainder at the Group's weighted average
cost of non-specific borrowings of 4.0% (2023: 3.75%).
7 Tax
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to 30 September
2023
£m
|
|
|
Current tax
|
|
|
-
|
|
UK corporation tax - current
period
|
-
|
-
|
-
|
|
UK corporation tax - prior
periods
|
-
|
-
|
-
|
|
Total current tax
|
-
|
-
|
-
|
|
Deferred tax
|
0.2
|
-
|
-
|
|
Tax charge for the
period
|
0.2
|
-
|
The difference between the
standard rate of tax and the effective rate of tax arises from the
items set out below:
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to
30 September
2023
£m
|
(307.8)
|
|
Profit/(loss) before tax
|
29.9
|
(253.4)
|
(77.0)
|
|
Tax charge/(credit) on
profit/(loss) at standard rate of 25% (2023: 25%)
|
7.5
|
(63.4)
|
80.5
|
|
Changes in the fair value of
properties not subject to tax
|
(5.4)
|
66.2
|
(7.4)
|
|
REIT tax-exempt rental profits and
gains
|
(3.4)
|
(4.2)
|
3.9
|
|
Other
|
1.5
|
1.4
|
-
|
|
Tax charge for the
period
|
0.2
|
-
|
During the period, £0.2 million
(2023: £nil) of deferred tax was debited directly to equity. The
Group recognised a net deferred tax asset at 30 September 2024 of
£nil (2023: £nil). This consists of deferred tax assets of £1.4
million (2023: £1.2 million) and deferred tax liabilities of £1.4
million (2023: £1.2 million). Deferred tax is calculated using tax
rates that have been enacted or substantively enacted at the
balance sheet date.
Movement in deferred
tax:
|
At
1
Aril
2024
£m
|
Recognised in the income statement
£m
|
Recognised in equity
£m
|
At 30 September 2024
£m
|
Net deferred tax asset/(liability)
in respect of other temporary differences
|
-
|
(0.2)
|
0.2
|
-
|
The Group has not recognised
further deferred tax assets in respect of gross temporary
differences arising from the following items, because it is
uncertain whether future taxable profits will arise against which
these assets can be utilised:
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
24.6
|
|
Revenue
losses
|
28.5
|
18.9
|
8.4
|
|
Share-based payments
|
7.2
|
6.9
|
1.3
|
|
Other
|
1.4
|
1.4
|
34.3
|
|
|
37.1
|
27.2
|
As a REIT, the majority of rental
profits and chargeable gains from the Group's property rental
business are exempt from UK corporation tax. The Group is otherwise
subject to corporation tax. In particular, the Group's REIT
exemption does not extend to either profits arising from the sale of
trading properties or gains arising from the sale of investment
properties in respect of which a major redevelopment has completed
within the preceding three years.
In order to ensure that the Group
is able to both retain its status as a REIT and to avoid financial
charges being imposed, a number of tests (including a minimum
distribution test) must be met by both Great Portland Estates plc
and by the Group as a whole on an ongoing basis. These conditions
are detailed in the Corporation Tax Act 2010.
8 Earnings per share,
alternative performance measures and EPRA metrics
Adjusted earnings and net assets
per share are calculated in accordance with the Best Practice
Recommendations issued by the European Public Real Estate
Association (EPRA). The recommendations are designed to make the
financial statements of public real estate companies clearer and
more comparable across Europe, enhancing the transparency and
coherence of the sector. The directors consider these standard
metrics to be the most appropriate method of reporting the value
and performance of the business. The reconciliations between these
measures and the equivalent IFRS figures are shown in the tables
below.
In June 2024, the Company issued
152,320,747 new shares through a rights issue (see note 16). To
reflect the rights issue, the comparative number of shares
previously used to calculate the basic and diluted per share data
has been restated in the below earnings and net asset value per
share calculations. In accordance with IAS 33 - Earnings per share,
an adjustment factor of 1.20 has been applied to the comparative
number of shares based on the ratio of the Company's closing share
price of 414.6 pence per share on 22 May 2024, being the day prior
to the announcement of the rights issue (adjusted for the
recommended final dividend for the year ended 31 March 2024) and
the theoretical ex-rights price at that date of 345.4 pence per
share.
Earnings per share:
Weighted average number of
ordinary shares
Year
to
31 March
2024
Restated No. of shares
|
|
|
Six months to
30 September
2024
No. of shares
|
|
Six months to
30 September
2023
Restated No. of
shares
|
253,867,911
|
|
Issued ordinary share capital at 1
April
|
253,867,911
|
|
253,867,911
|
50,883,840
|
|
Rights issue
|
111,856,844
|
|
50,883,840
|
(1,064,976)
|
|
Investment in own
shares
|
(1,262,475)
|
|
(1,064,976)
|
303,686,775
|
|
Weighted average number of
ordinary shares - basic
|
364,462,280
|
|
303,686,775
|
Basic and diluted earnings per
share
Year to
31 March
2024
Restated loss
per share
pence
|
|
|
Six months to 30 September
2024
Profit after tax
£m
|
Six months to 30 September
2024
No. of
shares
million
|
Six months to 30 September
2024
Profit
per share
pence
|
Six months to 30 September
2023
Loss after
tax
£m
|
Six months to 30 September
2023
Restated No. of
shares
million
|
Six months to 30 September
2023
Restated loss
per share
pence
|
(101.4)
|
|
Basic
|
29.7
|
364.5
|
8.1
|
(253.4)
|
303.7
|
(83.4)
|
-
|
|
Dilutive effect of LTIP
shares
|
-
|
0.8
|
-
|
-
|
0.1
|
-
|
(101.4)
|
|
Diluted
|
29.7
|
365.3
|
8.1
|
(253.4)
|
303.8
|
(83.4)
|
8 Earnings per share,
alternative performance measures and EPRA metrics
(continued)
EPRA Earnings per
share
Year to
31 March
2024
Restated (loss)/ earnings
per share
pence
|
|
|
Six months to 30 September
2024
Earnings after tax
£m
|
Six months to 30 September
2024
No. of
shares
million
|
Six months to 30 September
2024
Earnings
per share
pence
|
Six months to 30 September
2023 (Loss)/ earnings after tax
£m
|
Six months to 30 September
2023
Restated No. of
shares
million
|
Six months to 30 September
2023 Restated (loss)/ earnings
per share
pence
|
(101.4)
|
|
Basic
|
29.7
|
364.5
|
8.1
|
(253.4)
|
303.7
|
(83.4)
|
88.0
|
|
(Surplus)/deficit from investment
property (note 9)
|
(19.0)
|
-
|
(5.2)
|
219.7
|
-
|
72.3
|
18.6
|
|
(Surplus)/deficit from joint
venture investment property (note 10)
|
(3.0)
|
-
|
(0.8)
|
45.5
|
-
|
15.0
|
0.6
|
|
Deficit on revaluation of
derivatives
|
0.4
|
-
|
0.1
|
-
|
-
|
-
|
0.1
|
|
Deficit on revaluation of other
investments
|
0.1
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Deferred tax
|
0.2
|
-
|
0.1
|
-
|
-
|
-
|
-
|
|
Debt cancellation costs
|
0.1
|
-
|
-
|
-
|
-
|
-
|
5.9
|
|
Basic EPRA earnings
|
8.5
|
364.5
|
2.3
|
11.8
|
303.7
|
3.9
|
-
|
|
Dilutive effect of LTIP
shares
|
-
|
0.8
|
-
|
-
|
0.1
|
-
|
5.9
|
|
Diluted EPRA earnings
|
8.5
|
365.3
|
2.3
|
11.8
|
303.8
|
3.9
|
Cash earnings per
share
Year to
31 March
2024
Restated earnings
per share
pence
|
|
|
Six months to 30 September
2024
Profit after tax
£m
|
Six months to 30 September
2024
No. of
shares
million
|
Six months to 30 September
2024
Earnings
per share
pence
|
Six months to 30 September
2023
Profit after tax
£m
|
Six months to 30 September
2023
Restated No. of
shares
million
|
Six months to 30 September
2023
Restated earnings
per share
pence
|
5.9
|
|
Diluted EPRA earnings
|
8.5
|
365.3
|
2.3
|
11.8
|
303.8
|
3.9
|
(3.7)
|
|
Capitalised interest
|
(11.1)
|
-
|
(3.0)
|
(4.3)
|
-
|
(1.4)
|
(1.9)
|
|
Spreading of tenant lease
incentives
|
1.0
|
-
|
0.3
|
(3.4)
|
-
|
(1.1)
|
(0.4)
|
|
Spreading of tenant lease
incentives in joint ventures
|
1.2
|
-
|
0.3
|
(2.3)
|
-
|
(0.8)
|
1.3
|
|
Employee share-based incentive
charge and other items
|
2.0
|
-
|
0.5
|
1.9
|
-
|
0.6
|
1.2
|
|
Cash earnings per share
|
1.6
|
365.3
|
0.4
|
3.7
|
303.8
|
1.2
|
Net assets per share:
In accordance with EPRA, we report
three NAV metrics: EPRA Net Tangible Assets (NTA), Net Reinvestment
Value (NRV) and Net Disposal Value (NDV). We consider EPRA NTA to
be the most relevant measure for the Group and the primary measure
of net asset value alongside IFRS net asset value. Whilst there is
no specific accounting guidance on how NTA metrics should be
restated following a Rights Issue, we have restated the
comparatives using the IAS 33 method (as set out above).
In addition, we have presented a
pro forma net assets per share, which restates the 31 March 2024
balance sheet, to include the net proceeds and new shares issued as
a result from the rights issue. We consider the pro forma net
assets per share to be a more appropriate metric to benchmark
performance over the six month period, given it is based on balance
sheet values rather than share price derived metrics.
8 Earnings per share,
alternative performance measures and EPRA metrics
(continued)
Number of ordinary
shares
31 March
2024
Restated No. of shares
|
|
|
30 September
2024
No. of shares
|
|
30 September
2023
Restated No. of shares
|
253,867,911
|
|
Issued ordinary share
capital
|
253,867,911
|
|
253,867,911
|
50,883,840
|
|
Rights issue
|
152,320,747
|
|
50,883,840
|
(1,064,976)
|
|
Investment in own
shares
|
(1,393,542)
|
|
(1,064,976)
|
303,686,775
|
|
Number of shares -
basic
|
404,795,116
|
|
303,686,775
|
676,992
|
|
Dilutive effect of LTIP
shares
|
1,261,602
|
|
576,049
|
304,363,767
|
|
Number of shares -
diluted
|
406,056,718
|
|
304,262,824
|
EPRA net assets per
share
31 March
2024
Restated EPRA NTA
£m
|
|
|
|
30 September
2024
IFRS
£m
|
30 September
2024
EPRA NTA £m
|
30 September
2024
EPRA NDV £m
|
30 September
2024
EPRA NRV £m
|
30 September
2023
Restated EPRA NTA £m
|
1,583.0
|
|
IFRS basic and diluted net
assets
|
|
1,928.6
|
1,928.6
|
1,928.6
|
1,928.6
|
1,647.1
|
-
|
|
Fair value of financial
liabilities
|
|
-
|
-
|
51.4
|
-
|
-
|
(0.4)
|
|
Fair value of derivative financial
instruments
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Real estate transfer
tax
|
|
-
|
-
|
-
|
182.1
|
-
|
1,582.6
|
|
Net assets used in per share
calculations
|
|
1,928.6
|
1,928.6
|
1,980.0
|
2,110.7
|
1,647.1
|
|
|
|
|
|
|
|
|
|
31 March
2024
Restated EPRA NTA pence
|
|
|
|
30 September
2024
IFRS pence
|
30 September
2024
EPRA NTA pence
|
30 September
2024
EPRA NDV pence
|
30 September
2024
EPRA NRV pence
|
30 September
2023
Restated EPRA NTA pence
|
521
|
|
Net assets per share
|
|
477
|
477
|
489
|
522
|
542
|
520
|
|
Diluted net assets per
share
|
|
475
|
475
|
488
|
520
|
541
|
Pro forma net assets per share
The prior year's NTA, adjusted for
the impact of the new equity raised as a result of the rights issue
is as follows:
|
|
31 March 2024
Restated as above
|
Share adjustment per IAS
33
|
31 March
2024
as disclosed
|
Net proceeds from rights
issue
|
31 March 2024 Pro forma 2024
|
Net assets (£m)
|
|
1,582.6
|
-
|
1,582.6
|
335.6
|
1,918.2
|
Number of shares (million) -
diluted
|
|
304.4
|
(50.9)
|
253.5
|
152.3
|
405.8
|
|
|
|
|
|
|
|
Diluted net assets per share
(pence)
|
|
520
|
|
624
|
|
473
|
8 Earnings per share,
alternative performance measures and EPRA metrics
(continued)
EPRA loan-to-property value and net
debt
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
21.9
|
|
£21.9 million 5.625% debenture
stock 2029
|
21.9
|
21.9
|
47.0
|
|
£450.0 million revolving credit
facility
|
-
|
222.0
|
250.0
|
|
£250.0 million term
loan
|
250.0
|
-
|
-
|
|
£250.0 million 5.375% sustainable
sterling bond
|
250.0
|
-
|
425.0
|
|
Private placement notes
|
250.0
|
425.0
|
(22.9)
|
|
Less: cash balances
|
(241.8)
|
(23.4)
|
721.0
|
|
Group net debt
|
530.1
|
645.5
|
54.6
|
|
Net payables (including customer
rent deposits)
|
63.8
|
36.8
|
775.6
|
|
Group net debt including net
payables
|
593.9
|
682.3
|
10.5
|
|
Joint venture net payables (at
share)
|
10.7
|
8.5
|
(25.7)
|
|
Less: joint venture cash
balances (at share)
|
(22.7)
|
(25.3)
|
760.4
|
|
Net debt including joint ventures
(A)
|
581.9
|
665.5
|
|
|
|
|
|
1,855.1
|
|
Group properties at market
value
|
2,013.2
|
1,819.1
|
476.1
|
|
Joint venture properties at market
value (at share)
|
483.3
|
483.6
|
2,331.2
|
|
Property portfolio at market value
including joint ventures (B)
|
2,496.5
|
2,302.7
|
|
|
|
|
|
32.6%
|
|
EPRA Loan-to-property value
(A/B)
|
23.3%
|
28.9%
|
Group cash and cash equivalents
includes customer rent deposits held in separate designated bank
accounts of £17.6 million (2023: £17.8 million), the use of the
deposits is subject to restrictions as set out in the customer's
lease agreement and therefore not available for general use by the
Group.
Net gearing
31 March
2024
£m
|
|
|
30 September
2024 £m
|
30 September
2023
£m
|
743.9
|
|
Nominal value of interest-bearing
loans and borrowings
|
771.9
|
668.9
|
1.0
|
|
Obligations under occupational
leases
|
0.5
|
1.5
|
(5.9)
|
|
Less: cash balances
(unrestricted)
|
(224.2)
|
(5.6)
|
739.0
|
|
Adjusted net debt (A)
|
548.2
|
664.8
|
|
|
|
|
|
1,583.0
|
|
Net assets
|
1,928.6
|
1,647.1
|
(4.9)
|
|
Pension scheme asset
|
(4.5)
|
(4.4)
|
1,578.1
|
|
Adjusted net equity (B)
|
1,924.1
|
1,642.7
|
|
|
|
|
|
46.8%
|
|
Net gearing (A/B)
|
28.5%
|
40.5%
|
9 Investment property
Investment property
|
Freehold
£m
|
Leasehold
£m
|
Total
£m
|
Book value at 1 April
2024
|
885.1
|
792.3
|
1,677.4
|
Costs capitalised
|
18.8
|
38.8
|
57.6
|
Movement in lease
incentives
|
(0.1)
|
(0.8)
|
(0.9)
|
Interest capitalised
|
1.0
|
1.9
|
2.9
|
Net valuation surplus
|
15.4
|
9.0
|
24.4
|
Book value at 30 September 2024
(A)
|
920.2
|
841.2
|
1,761.4
|
Investment property under
development
|
Freehold
£m
|
Leasehold
£m
|
Total
£m
|
Book value at 1 April
2024
|
50.1
|
183.5
|
233.6
|
Costs capitalised
|
8.1
|
63.4
|
71.5
|
Interest capitalised
|
2.0
|
6.2
|
8.2
|
Net valuation deficit
|
(2.9)
|
(2.7)
|
(5.6)
|
Book value at 30 September 2024
(B)
|
57.3
|
250.4
|
307.7
|
Book value of investment property
& investment property under development (A+B)
|
977.5
|
1,091.6
|
2,069.1
|
Investment property held for sale
- current asset
|
Freehold
£m
|
Leasehold
£m
|
Total
£m
|
Book value at 1 April
2024
|
-
|
18.2
|
18.2
|
Costs capitalised
|
-
|
0.1
|
0.1
|
Net valuation deficit
|
-
|
(0.1)
|
(0.1)
|
Book value of investment property
held for sale at 30 September 2024 (C)
|
-
|
18.2
|
18.2
|
|
|
|
|
Book value of total investment property at 30 September 2024
(A+B+C)
|
977.5
|
1,109.8
|
2,087.3
|
Book value of total investment
property at 31 March 2024
|
935.2
|
994.0
|
1,929.2
|
The book value of investment
property includes £74.1 million (31 March 2024: £74.1 million) in
respect of the present value of future ground rents. The market
value of the portfolio (excluding these amounts) is £2,013.2
million (31 March 2024: £1,855.1 million). The total portfolio
market value including joint venture properties of £483.3 million
(31 March 2024: £476.1 million) (see note 10) was £2,496.5 million
(31 March 2024: £2,331.2 million). At 30 September 2024, property
with a carrying value of £112.5 million (31 March 2024: £107.0
million) was secured under the first mortgage debenture stock (see
note 15). At 30 September 2024, one property had exchanged for sale
and accordingly was classified as held for sale. The sale is
anticipated to complete in January 2025.
In October 2024, the Group
acquired 19/23 Wells Street, W1, for £19.0 million and November
2024 we acquired Whittington House, WC1 for £58.5
million.
Surplus/(deficit) from investment
property
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to 30 September
2023
£m
|
(265.7)
|
|
Net valuation surplus/(deficit) on
investment property
|
18.8
|
(219.2)
|
(1.6)
|
|
Profit/(loss) on sale of investment
properties
|
0.2
|
(0.5)
|
(267.3)
|
|
Surplus/(deficit) from investment property
|
19.0
|
(219.7)
|
The Group's investment properties,
including those held in joint ventures (note 10), were valued on
the basis of fair value by CBRE Limited (CBRE), external valuers,
as at 30 September 2024. The valuations have been prepared in
accordance with the current versions of the RICS Valuation - Global
Standards (incorporating the International Valuation Standards
(IVS)) and the UK national supplement (the Red Book) and have been
primarily derived using comparable recent market transactions on
arm's length terms.
9 Investment property
(continued)
The total fees, including the fixed
fee for this assignment, earned by CBRE (or other companies forming
part of the same group of companies within the UK) from the Group
are less than 5.0% of its total UK revenues. CBRE has carried out
valuation instructions, agency and professional services on behalf
of the Group for in excess of 20 years.
Real estate valuations are complex
and derived using comparable market transactions which are not
publicly available and involve an element of judgement. Therefore,
we have classified the valuation of the property portfolio as Level
3 as defined by IFRS 13; this is in line with EPRA guidance. There
were no transfers between levels during the year. Inputs to the
valuation, including capitalisation yields (typically the true
equivalent yield) and rental values, are defined as 'unobservable'
as defined by IFRS 13.
For investment property, this
approach involves applying market-derived capitalisation yields to
current and market derived future income streams with appropriate
adjustments for income voids arising from vacancies or rent-free
periods. In the case of investment property under development, the
approach applied is the 'residual method' of valuation, which is
the investment method of valuation as described above with a
deduction for the costs necessary to complete the development,
together with an allowance for the remaining risk.
Everything else being equal, there
is a positive relationship between rental values and the property
valuation, such that an increase in rental values will increase the
valuation of a property and a decrease in rental values will reduce
the valuation of the property. Any percentage movement in rental
values will translate into approximately the same percentage
movement in the property valuation. However, due to the long-term
nature of leases, where the passing rent is fixed and often subject
to upwards only rent reviews, the impact will not be immediate and
will be recognised over a number of years. The relationship between
capitalisation yields and the property valuation is negative and
more immediate; therefore, an increase in capitalisation yields
will reduce the valuation of a property and a reduction will
increase its valuation. There is a negative relationship between
development costs and the property valuation, such that an increase
in estimated development costs will decrease the valuation of a
property under development and a decrease in estimated development
costs will increase the valuation of a property under
development.
An increase of 10% on the capital
expenditure on the Group's three HQ development schemes and four
Flex conversion schemes, which the Directors believe is a
reasonable variance to budgeted cost based on industry experience,
would reduce the valuation by £39.4 million (31 March 2024: £49.8
million), with a decrease of 10% increasing the valuation by £39.4
million (31 March 2024: £49.8 million).
A decrease in the capitalisation
yield by 25 basis points would result in an increase in the fair
value of the Group's investment property by £96.0 million (£120.7
million including a share of joint ventures; 31 March 2024: £241.4
million based on a 50 basis point movement), whilst a 25 basis
point increase would reduce the fair value by £87.6 million (£110.1
million including a share of joint ventures; 31 March 2024: £200.0
million based on a 50 basis point movement). A movement of 3 basis
points was shown across the portfolio over the last 6 months and a
25 basis point movement is therefore considered to be a reasonably
possible change. Given there is only a marginal difference in the
overall yields for office and retail and the movement in year, we
feel this sensitivity to be appropriate. There are
interrelationships between these inputs as they are determined by
market conditions, and the valuation movement in any one period
depends on the balance between them. If these inputs move in
opposite directions (i.e. rental values increase and yields
decrease), valuation movements can be amplified, whereas if they
move in the same direction, they may offset, reducing the overall
net valuation movement.
The valuation of the property
portfolio reflects its fair value taking into account the market
view of all relevant factors including the climate related risks
associated with the properties. This includes the impact of
expected regulatory changes, and we estimate that the investment
required to upgrade our existing buildings to the new minimum EPC B
rating by 2030 is less than £10 million (including share of joint
ventures) over and above specific
refurbishment and development assumptions included in the
valuation.
Key inputs to the valuation (by building and location) at 30
September 2024
|
|
ERV
|
True equivalent yield
|
|
|
Average
£ per sq ft
|
Range
£ per sq ft
|
Average
%
|
Range
%
|
North of Oxford Street
|
Office
|
104
|
54 - 175
|
5.4
|
4.8 - 7.7
|
|
Retail
|
68
|
34 - 112
|
5.4
|
4.5 - 10.6
|
Rest of West End
|
Office
|
150
|
70 - 255
|
5.6
|
4.8 - 7.6
|
|
Retail
|
112
|
15 - 323
|
4.9
|
3.3 - 7.2
|
City, Midtown and
Southwark
|
Office
|
85
|
47 - 173
|
5.6
|
5.0 - 7.3
|
|
Retail
|
29
|
26 - 36
|
5.0
|
5.0 - 6.6
|
|
|
|
|
|
|
|
|
9 Investment property
(continued)
Key inputs to the valuation (by
building and location) at 31 March 2024
|
|
ERV
|
True equivalent yield
|
|
|
Average
£ per sq ft
|
Range
£ per sq ft
|
Average
%
|
Range
%
|
North of Oxford Street
|
Office
|
102
|
54 - 174
|
5.3
|
4.8 - 7.3
|
|
Retail
|
67
|
34 - 110
|
5.3
|
4.5 - 10.0
|
Rest of West End
|
Office
|
143
|
70 - 249
|
5.8
|
5.0 - 7.3
|
|
Retail
|
115
|
15 - 295
|
5.0
|
3.2 - 6.8
|
City, Midtown and
Southwark
|
Office
|
83
|
47 - 173
|
5.7
|
5.4 - 7.3
|
|
Retail
|
36
|
25 - 36
|
5.9
|
5.5 - 6.7
|
|
|
|
|
|
|
|
|
During the period, the Group
capitalised £0.9 million (2023: £0.7 million) of employee costs in
respect of its development team into investment properties under
development. At 30 September 2024, the Group had capital
commitments of £397.2 million (31 March 2024: £502.3
million).
10 Investment in joint
ventures
|
Equity
£m
|
|
Balances with
partners
£m
|
|
Total
£m
|
At 1 April 2024
|
277.8
|
|
213.5
|
|
491.3
|
Movement on joint venture
balances
|
-
|
|
(2.7)
|
|
(2.7)
|
Share of profit of joint
ventures
|
3.7
|
|
-
|
|
3.7
|
Share of revaluation surplus of
joint ventures
|
3.0
|
|
-
|
|
3.0
|
Share of results of joint
ventures
|
6.7
|
|
-
|
|
6.7
|
At 30 September 2024
|
284.5
|
|
210.8
|
|
495.3
|
The investments in joint ventures
comprise the following:
Ownership
31 March
2024
|
|
|
Country of
Incorporation/registration
|
Ownership
30
September
2024
|
Ownership
30 September
2023
|
50%
|
|
The GHS Limited
Partnership
|
Jersey
|
50%
|
50%
|
50%
|
|
The Great Ropemaker
Partnership
|
United
Kingdom
|
50%
|
50%
|
50%
|
|
The Great Victoria
Partnerships
|
United
Kingdom
|
50%
|
50%
|
Transactions during the period
between the Group and its joint ventures, who are related parties,
are set out below:
Year to
31 March
2024
£m
|
|
|
|
Six months to
30 September
2024
£m
|
Six months to
30 September
2023
£m
|
|
0.9
|
|
Movement
on joint venture balances during the period
|
2.7
|
(1.1)
|
|
(213.5)
|
|
Balances
receivable at the period end from joint ventures
|
(210.8)
|
(215.5)
|
5.8
|
|
Interest on balances with
partners
|
|
2.9
|
2.9
|
|
-
|
|
Distributions
|
|
-
|
-
|
|
1.7
|
|
Joint venture fees paid
|
|
1.0
|
0.6
|
|
|
|
|
|
|
|
|
|
The joint venture balances are
repayable on demand and bear interest as follows: the GHS Limited
Partnership at 4.0% and the Great Ropemaker Partnership at 2.0%. In
measuring expected credit losses of the balances receivable at the
period end from joint ventures under IFRS 9, the ability of each
joint venture to repay the loan at the reporting date if demanded
by the Group is assumed to be through the sale of the investment
properties held by the joint venture. Investment properties are
held at fair value at each reporting date as described in note 9.
Therefore, the net asset value of the joint venture is considered
to be a reasonable approximation of the available assets that could
be realised to recover the loan balance and the requirement to
recognise expected credit losses.
10 Investment in joint ventures
(continued)
Summarised balance sheets
Year to
31 March
2024
At share
£m
|
|
|
The GHS Limited Partnership
£m
|
The Great
Ropemaker
Partnership
£m
|
The Great
Victoria
Partnerships
£m
|
Six months
to 30 September
2024
Total
£m
|
Six months to 30 September
2024
At share
£m
|
Six months to 30 September
2023
At share
£m
|
481.2
|
|
Investment property
|
645.1
|
256.9
|
74.9
|
976.9
|
488.4
|
488.7
|
2.7
|
|
Current assets
|
0.6
|
3.3
|
0.6
|
4.5
|
2.2
|
2.8
|
25.7
|
|
Cash and cash
equivalents
|
13.1
|
15.1
|
17.2
|
45.4
|
22.7
|
25.3
|
(213.5)
|
|
Balances from partners
|
(215.4)
|
(133.2)
|
(73.1)
|
(421.7)
|
(210.8)
|
(215.5)
|
(13.2)
|
|
Current liabilities
|
(12.0)
|
(13.6)
|
(0.3)
|
(25.9)
|
(12.9)
|
(11.3)
|
(5.1)
|
|
Obligations under head
leases
|
-
|
(10.2)
|
-
|
(10.2)
|
(5.1)
|
(5.1)
|
277.8
|
|
Net assets
|
431.4
|
118.3
|
19.3
|
569.0
|
284.5
|
284.9
|
Summarised income statements
|
|
|
|
31 March
2024
At share
£m
|
|
|
The GHS Limited Partnership
£m
|
The Great
Ropemaker
Partnership
£m
|
The Great
Victoria
Partnerships
£m
|
30 September
2024
Total
£m
|
30 September
2024
At share
£m
|
30 September
2023
At share
£m
|
|
|
|
|
|
|
|
|
|
|
|
26.5
|
|
Revenue
|
11.7
|
8.6
|
2.4
|
22.7
|
11.4
|
13.7
|
|
|
|
|
|
|
|
|
|
|
|
19.4
|
|
Net rental income
|
9.2
|
5.2
|
1.0
|
15.4
|
7.7
|
10.0
|
|
(3.6)
|
|
Property and administration
costs
|
(0.5)
|
(1.6)
|
(0.9)
|
(3.0)
|
(1.5)
|
(1.1)
|
|
(6.0)
|
|
Net finance costs
|
(4.2)
|
(1.2)
|
0.3
|
(5.1)
|
(2.5)
|
(3.0)
|
|
9.8
|
|
Share of profit of joint
ventures
|
4.5
|
2.4
|
0.4
|
7.3
|
3.7
|
5.9
|
|
(56.5)
|
|
Revaluation of investment
property
|
3.7
|
2.2
|
0.1
|
6.0
|
3.0
|
(45.5)
|
|
(46.7)
|
|
Results of joint
ventures
|
8.2
|
4.6
|
0.5
|
13.3
|
6.7
|
(39.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2024 and 31 March
2024, the joint ventures had no external debt
facilities.
The investment properties include
£5.1 million (2023: £5.1 million) in respect of the present value
of future ground rents, net of these amounts the market value of
our share of the total joint venture properties is £483.3 million.
The Group earns fee income from its joint ventures for the
provision of management services. All of the above transactions are
made on terms equivalent to those that prevail in arm's length
transactions. At 30 September 2024, the Group's share of joint
venture capital commitments was £nil million (2023: £nil
million).
11 Property, plant and
equipment
|
Right of use asset for occupational leases
£m
|
Leasehold
improvements
£m
|
Fixtures and
fittings/other
£m
|
Total
£m
|
Cost or valuation
|
|
|
|
|
At 1 April 2024
|
4.9
|
5.6
|
2.2
|
12.7
|
Additions
|
-
|
-
|
0.1
|
0.1
|
At 30 September 2024
|
4.9
|
5.6
|
2.3
|
12.8
|
Accumulated
depreciation
|
|
|
|
|
At 1 April 2024
|
4.1
|
4.5
|
2.1
|
10.7
|
Charge for the period
|
0.4
|
0.3
|
0.1
|
0.8
|
At 30 September 2024
|
4.5
|
4.8
|
2.2
|
11.5
|
Carrying amount at 30 September 2024
|
0.4
|
0.8
|
0.1
|
1.3
|
Carrying amount at 31 March
2024
|
0.8
|
1.1
|
0.1
|
2.0
|
12 Other investments
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
1.8
|
|
At 1 April
|
2.4
|
1.8
|
0.8
|
|
Acquisitions
|
0.4
|
0.4
|
(0.2)
|
|
Deficit on revaluation
|
(0.1)
|
-
|
2.4
|
|
|
2.7
|
2.2
|
In January 2020, the Group entered
into a commitment of up to £5.0 million to invest in Pi Labs
European PropTech venture capital fund. At 30 September 2024, the
Group had made net investments of £2.9 million. Launched in 2014,
Pi Labs is Europe's longest standing PropTech VC and this third
fund has a primary focus to invest in early stage PropTech
start-ups across Europe and the UK that use technology solutions to
enhance any stage of the real estate value chain. Key areas of
focus for the fund include sustainability, the future of work, the
future of retail, commercial real estate technologies, construction
technology and smart cities. The valuation of the fund is based on
the net assets of its investments therefore, given these are not
readily traded, we have classified the valuation of the investments
as Level 3 as defined by IFRS 13.
13 Trade and other
receivables
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
6.7
|
|
Trade receivables
|
8.5
|
7.8
|
(0.3)
|
|
Expected credit loss
allowance
|
-
|
(0.3)
|
6.4
|
|
|
8.5
|
7.5
|
0.2
|
|
Prepayments and accrued
income
|
5.8
|
1.1
|
5.9
|
|
Other sales taxes
|
8.7
|
8.3
|
12.4
|
|
Other trade receivables
|
14.9
|
12.6
|
24.9
|
|
|
37.9
|
29.5
|
Trade receivables consist of rent
and service charge monies, which are typically due on the quarter
day with no credit period. Interest is charged on trade receivables
in accordance with the terms of the occupier's lease. Trade receivables are
provided for based on the expected credit loss, which uses a
lifetime expected loss allowance for all trade receivables based on
an assessment of each individual occupier's circumstance. This
assessment reviews the outstanding balances of each individual
occupier and makes an assessment of the likelihood of recovery,
based on an evaluation of their financial situation. Where the
expected credit loss relates to revenue already recognised this has
been recognised immediately in the income statement.
13 Trade and other receivables
(continued)
Year to 31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to 30 September
2023
£m
|
|
|
Movements in expected credit loss allowance
|
|
|
(1.7)
|
|
Balance at 1 April
|
(0.3)
|
(1.7)
|
(0.3)
|
|
Expected credit loss allowance
during the period
|
-
|
(0.1)
|
1.7
|
|
Amounts written-off as
uncollectible
|
0.3
|
1.5
|
(0.3)
|
|
|
-
|
(0.3)
|
14 Trade and other
payables
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
16.4
|
|
Rents received in
advance
|
17.5
|
16.5
|
18.1
|
|
Accrued capital
expenditure
|
31.1
|
9.5
|
17.0
|
|
Payables in respect of customer
rent deposits
|
17.6
|
17.8
|
23.3
|
|
Other accruals
|
18.8
|
14.2
|
1.4
|
|
Other payables
|
13.4
|
5.0
|
76.2
|
|
|
98.4
|
63.0
|
The Directors consider that the
carrying amount of trade payables approximates their fair
value.
15 Interest-bearing loans and
borrowings
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
|
|
Current liabilities at amortised
cost
Unsecured
|
|
|
175.0
|
|
£175.0
million 2.15% private placement notes 2024
|
-
|
174.9
|
|
|
Non-current liabilities at
amortised cost
Secured
|
|
|
22.0
|
|
£21.9 million 5.625% debenture
stock 2029
|
22.0
|
22.0
|
|
|
Unsecured
|
|
|
46.1
|
|
£450.0 million revolving credit
facility
|
-
|
220.9
|
248.3
|
|
£250.0 million term
loan
|
248.6
|
-
|
-
|
|
£250.0 million 5.375% sustainable
sterling bond 2031
|
246.2
|
-
|
39.9
|
|
£40.0 million 2.70% private
placement notes 2028
|
40.0
|
40.0
|
29.9
|
|
£30.0 million 2.79% private
placement notes 2030
|
29.9
|
29.9
|
29.9
|
|
£30.0 million 2.93% private
placement notes 2033
|
29.9
|
29.9
|
24.9
|
|
£25.0 million 2.75% private
placement notes 2032
|
24.9
|
24.9
|
124.4
|
|
£125.0 million 2.77% private
placement notes 2035
|
124.4
|
124.3
|
740.4
|
|
|
765.9
|
666.8
|
The Group's £450 million unsecured
revolving credit facility (RCF) is unsecured, attracts a
floating rate based on a headline margin which was reduced to 90.0
basis points over SONIA (plus or minus 2.5 basis points subject to
a number of ESG linked targets) and matures in January 2027. At 30
September 2024, the Group had £450.0 million (2023: £228.0 million)
of undrawn committed credit facilities.
The Group's £250 million unsecured
term loan has a headline margin of 175 basis points over SONIA. The
loan has an initial three-year term which may be extended to a
maximum of five years at GPE's request, subject to bank
consent. The Group also has a £200 million interest rate cap to
protect against any further increases in rates whilst preserving
the benefit of any reductions. The interest rate cap expires in
October 2025.
15 Interest-bearing loans and
borrowings (continued)
In September 2024, the Group
issued a sterling denominated senior unsecured sustainable £250
million bond. The bond has a term of seven years, bears interest at
a rate of 5.375% and is rated Baa2 by Moody's Investor Services
Ltd.
The Group had a £200 million loan
facility at a headline margin of 75 basis points over SONIA, with
the margin stepping up by 0.25% after six months, a further 0.25%
after 12 months and a final step-up of 0.50% at 18 months. The loan
was undrawn and cancelled on 30 May 2024.
The Group's £175.0 million 2.15%
private placement notes 2024 were repaid on 22 May 2024.
At 30 September 2024, the Group
has committed cash and undrawn credit facilities of £695.7 million
(31 March 2024: £633.4 million). At 30 September 2024, properties
with a carrying value of £112.5 million (31 March 2024: £107.0
million) were secured under the Group's debenture stock.
In October 2024, the Group signed
a new £150 million ESG-linked unsecured revolving credit facility
(RCF) at a headline margin of 90 basis points over SONIA. The
facility has an initial three-year term which may be extended to a
maximum of five years at GPE's request, subject to bank
consent.
In November 2024, £175 million of
the Group's £250 million term loan was repaid.
Fair value of financial
liabilities
31 March
2024
Book value
£m
|
31 March
2024
Fair value
£m
|
|
|
30 September
2024
Book value
£m
|
30 September
2024
Fair value
£m
|
30 September
2023
Book value
£m
|
30 September
2023
Fair value
£m
|
|
|
|
Items carried at fair value
|
|
|
|
|
(0.4)
|
(0.4)
|
|
Interest rate cap
(asset)
|
-
|
-
|
-
|
-
|
|
|
|
Items not carried at fair value
|
|
|
|
|
22.0
|
22.0
|
|
£21.9 million 5.625% debenture
stock 2029
|
22.0
|
22.0
|
22.0
|
21.5
|
424.0
|
373.3
|
|
Private placement notes
|
249.1
|
195.5
|
423.9
|
348.0
|
-
|
-
|
|
£250.0 million 5.375%
sustainable sterling bond
|
246.2
|
248.4
|
-
|
-
|
248.3
|
248.3
|
|
£250.0 million term
loan
|
248.6
|
248.6
|
-
|
-
|
46.1
|
46.1
|
|
£450.0 million revolving credit
facility
|
-
|
-
|
220.9
|
220.9
|
740.0
|
689.3
|
|
|
765.9
|
714.5
|
666.8
|
590.4
|
The fair values of the Group's
cash and cash equivalents and trade payables and receivables are
not materially different from those at which they are carried in
the financial statements. The fair values of the Group's private
placement notes and debenture stock were determined by comparing
the discounted future cash flows using the contracted yields with
those of the reference gilts plus the implied margins.
16 Share capital
Year to
31 March
2024
Number
|
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
Number
|
Six months to
30 September
2024
£m
|
Six months to
30 September
2023
Number
|
Six months to
30 September
2023
£m
|
|
|
|
Allotted, called up and fully
paid
|
|
|
|
|
253,867,911
|
38.7
|
|
At 1 April
|
253,867,911
|
38.7
|
253,867,911
|
38.7
|
-
|
-
|
|
Issue of ordinary shares - rights
issue
|
152,320,747
|
23.3
|
-
|
-
|
253,867,911
|
38.7
|
|
At end of period
|
406,188,658
|
62.0
|
253,867,911
|
38.7
|
In June 2024, the Company raised
gross proceeds of £350.3 million (£335.6 million net proceeds) by
issuing 152,320,747 new ordinary shares through a 3 for 5 rights
issue.
At 30 September 2024, the Company
had 406,188,658 ordinary shares with a nominal value of
155⁄19 pence each.
17 Head lease
obligations
Head lease obligations in respect of
the Group's leasehold properties are payable as follows:
|
Minimum
lease
payments
30 September 2024
£m
|
Interest
30 September 2024
£m
|
Principal payments
30 September 2024
£m
|
Minimum
lease
payments
30 September
2023
£m
|
Interest
30 September 2023
£m
|
Principal payments
30 September
2023
£m
|
Less than one year
|
2.9
|
(2.8)
|
0.1
|
2.4
|
(2.4)
|
-
|
Between two and five
years
|
11.5
|
(11.3)
|
0.2
|
9.7
|
(9.5)
|
0.2
|
More than five years
|
355.1
|
(281.3)
|
73.8
|
302.2
|
(235.7)
|
66.5
|
|
369.5
|
(295.4)
|
74.1
|
314.3
|
(247.6)
|
66.7
|
18 Occupational lease
obligations
Obligations in respect of the
Group's occupational leases for its head office are payable as
follows:
|
Minimum
lease
payments
30 September 2024
£m
|
Interest
30 September 2024
£m
|
Principal payments
30 September 2024
£m
|
Minimum
lease
payments
30 September
2023
£m
|
Interest 30 September
2023
£m
|
Principal payments
30 September
2023
£m
|
Less than one year
|
0.5
|
-
|
0.5
|
1.0
|
-
|
1.0
|
Between two and five
years
|
-
|
-
|
-
|
0.5
|
-
|
0.5
|
|
0.5
|
-
|
0.5
|
1.5
|
-
|
1.5
|
19 Investment in own
shares
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to
30 September
2023
£m
|
(2.8)
|
|
At the beginning of the
period
|
(5.6)
|
(2.8)
|
(4.0)
|
|
Employee share-based incentive
charge
|
(2.0)
|
(1.9)
|
-
|
|
Purchase of shares
|
1.2
|
-
|
1.2
|
|
Transfer to retained
earnings
|
2.3
|
2.0
|
(5.6)
|
|
At the end of the
period
|
(4.1)
|
(2.7)
|
|
|
|
|
|
|
The investment in the Company's
own shares is held at cost and comprises 1,393,542
shares (31 March 2024: 887,159
shares) held by the Great Portland Estates plc
LTIP Employee Share Trust which will vest for certain senior
employees of the Group if performance conditions are
met.
During the period, no shares
(2023: no shares) were awarded to directors and senior employees in
respect of the 2020 LTIP award and 25912 shares were awarded for
the 2019 director's bonus scheme. The fair value of shares awarded
and outstanding at 30 September 2024 was £12.0 million (31 March
2024: £9.8 million).
20 Cash and cash
equivalents
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
5.9
|
|
Cash held at bank or on deposit
(unrestricted)
|
224.2
|
5.6
|
17.0
|
|
Amounts held in respect of
customer rent deposits (restricted)
|
17.6
|
17.8
|
22.9
|
|
|
241.8
|
23.4
|
Amounts held in respect of
customer rent deposits are subject to restrictions as set out in
the customers' lease agreements and therefore not available for
general use by the Group.
21 Notes to the Group statement of
cash flows
Adjustments for non-cash items
used in the reconciliation of cash generated from/(used in)
operations in the Group statement of cash flows' is disclosed
below:
Year to
31 March
2024
£m
|
|
|
Six months to
30 September
2024
£m
|
Six months to
30 September
2023
£m
|
267.3
|
|
(Surplus)/deficit from investment
property
|
(19.0)
|
219.7
|
0.2
|
|
Deficit on revaluation of other
investments
|
0.1
|
-
|
4.0
|
|
Employee share-based incentive
charge and other items
|
2.0
|
1.9
|
(5.7)
|
|
Spreading of tenant lease
incentives
|
0.9
|
(3.4)
|
46.7
|
|
Share of results from joint
ventures
|
(6.7)
|
39.6
|
1.6
|
|
Depreciation
|
0.8
|
0.9
|
(0.7)
|
|
Other
|
(0.2)
|
(0.3)
|
313.4
|
|
Adjustments for non-cash
items
|
(22.1)
|
258.4
|
22 Lease receivables
Future aggregate minimum rents
receivable under non-cancellable leases are:
31 March
2024
£m
|
|
|
30 September
2024
£m
|
30 September
2023
£m
|
|
|
The Group as a lessor
|
|
|
66.0
|
|
Less than one year
|
68.7
|
61.4
|
141.0
|
|
Between one and five
years
|
136.7
|
137.7
|
62.9
|
|
More than five years
|
61.4
|
63.4
|
269.9
|
|
|
266.8
|
262.5
|
The Group leases its investment
properties. The weighted average length of lease at 30 September
2024 was 3.3 years (2023: 3.3 years). All investment properties,
except those under development or being prepared for development,
generated rental income and no contingent rents were recognised in
the period (2023: £nil).
23 Dividends
The declared interim dividend of
£11.9 million or 2.9 pence per share (2023: 4.7 pence per share)
was approved by the Board on 13 November 2024 and is payable on 3
January 2025 to shareholders on the register on 22 November 2024.
The dividend is not recognised as a liability in the Half Year
Results.
24 Reserves
The following describes the nature
and purpose of each reserve within equity:
Share capital
The nominal value of the Company's
issued share capital, comprising 155⁄19 pence ordinary shares.
Share premium
Amount subscribed for share
capital in excess of nominal value less directly attributable issue
costs.
Capital redemption reserve
Amount equivalent to the nominal
value of the Company's own shares acquired as a result of share
buy-back programmes.
Retained earnings
Cumulative net gains and losses
recognised in the Group income statement together with other items
such as dividends.
Investment in own shares
Amount paid to acquire the
Company's own shares for its employee share based incentives less
accounting charges.
Directors' responsibility statement
The Directors confirm that the
condensed interim financial statements have been prepared in
accordance with United Kingdom adopted International Accounting
Standard 34, "Interim Financial Reporting", and that the Interim
Results includes a fair review of the information required by DTR
4.2.7 and DTR 4.2.8, namely:
• an
indication of important events that have occurred during the period
and their impact on the interim condensed financial statements, and
a description of the principal risks and uncertainties for the
remainder of the financial year; and
• material related party transactions in the period and any
material changes in the related party transactions described in the
last annual report.
By the order of the
Board
Toby Courtauld
Chief Executive
13 November 2024
|
Nick Sanderson Chief Financial & Operating
Officer
13 November 2024
|
Independent review report to Great
Portland Estates plc
Report on the condensed
consolidated interim financial statements
Our conclusion
We have reviewed Great Portland
Estates plc's condensed consolidated interim financial statements
(the "interim financial statements") in the Half Year Results of
Great Portland Estates plc for the 6 month period ended
30 September 2024 (the "period").
Based on our review, nothing has
come to our attention that causes us to believe that the interim
financial statements are not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
The interim financial statements
comprise:
·
the Condensed group balance sheet as at
30 September 2024;
·
the Condensed group income statement and
Condensed group statement of comprehensive income for the period
then ended;
·
the Condensed group statement of cash flows for
the period then ended;
·
the Condensed group statement of changes in
equity for the period then ended; and
·
the explanatory notes to the interim financial
statements.
The interim financial statements
included in the Half Year Results of Great Portland Estates plc
have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity' issued by the Financial
Reporting Council for use in the United Kingdom ("ISRE (UK) 2410").
A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and, consequently, does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
We have read the other information
contained in the Half Year Results and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the interim financial
statements.
Conclusions relating to going
concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410. However, future events or
conditions may cause the group to cease to continue as a going
concern.
Independent review report to Great
Portland Estates plc (continued)
Responsibilities for the interim
financial statements and the review
Our responsibilities and those of
the directors
The Half Year Results, including
the interim financial statements, is the responsibility of, and has
been approved by the directors. The directors are responsible for
preparing the Half Year Results in accordance with the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the Half Year Results,
including the interim financial statements, the directors are
responsible for assessing the group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do
so.
Our responsibility is to express a
conclusion on the interim financial statements in the Half Year
Results based on our review. Our conclusion, including our
Conclusions relating to going concern, is based on procedures that
are less extensive than audit procedures, as described in the Basis
for conclusion paragraph of this report. This report, including the
conclusion, has been prepared for and only for the company for the
purpose of complying with the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct
Authority and for no other purpose. We do not, in giving this
conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our prior consent
in writing.
PricewaterhouseCoopers
LLP
Chartered Accountants
London
13 November 2024
Directors and shareholders'
information
Directors
Richard Mully
Chair, Non-Executive
Toby Courtauld
Chief Executive
Nick Sanderson
Chief Financial & Operating
Officer
Dan Nicholson
Executive Director
|
Mark Anderson
Non-Executive Director
Nick Hampton
Non-Executive Director
Emma Woods
Non-Executive Director
Champa Magesh
Non-Executive Director
Karen Green
Non-Executive Director
Vicky Jarman
Non-Executive Director
|
Shareholders'
information
Financial
calendar
Ex-dividend date for interim dividend
|
2024
21 November
|
Registration qualifying date for
interim dividend
|
22 November
|
|
2025
|
Interim dividend
payable
|
3 January
|
Announcement of full year
results
|
21 May*
|
Annual General Meeting
|
3 July*
|
Final dividend payable
|
7 July*
|
|
*Provisional.
|
Shareholder
enquiries
All enquiries relating to holdings of shares, bonds or debentures
in GPE, including notification of change of address, queries
regarding dividend/interest payments or the loss of a certificate,
should be addressed to the Company's registrars:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Tel: +44 (0) 371 384
2030 (Lines
are open 8.30am-5.30pm Monday to Friday)
E-mail: customer@equiniti.com
See www.shareview.co.uk
for further information
Website: www.gpe.co.uk
The Company's corporate website holds, amongst other information, a
copy of our latest annual report and accounts, a list of properties
held by the Group and press announcements.
|
Dividend
payments
As a REIT, dividend payments must be split between PIDs and
non-PIDs. Information in respect of the tax consequences for
shareholders of receiving dividends can be found on the Company's
website at www.gpe.co.uk/investors/shareholder-information/reits
Company Secretary
Darren Lennark
Registered office:
33 Cavendish Square
London W1G 0PW
Tel: 020 7647 3000
Registered Number: 596137
|
Glossary
Building Research Establishment
Environmental Assessment Methodology (BREEAM)
Building Research Establishment
method of assessing, rating and certifying the sustainability of
buildings.
Cash EPS
EPRA EPS adjusted for non-cash
items: tenant incentives, capitalised interest and charges for
share-based payments.
Core West End
Areas of London with W1 and SW1
postcodes.
Development profit on
cost
The value of the development at
completion, less the value of the land at the point of development
commencement and costs to construct (including finance charges,
letting fees, void costs and marketing expenses).
Development profit on cost
%
The development profit on cost
divided by the land value at the point of development commencement
together with the costs to construct.
Earnings per Share
(EPS)
Profit after tax divided by the
weighted average number of ordinary shares in issue.
EPRA metrics
Standard calculation methods for
adjusted EPS and NAV as set out by the European Public Real Estate
Association (EPRA) in their Best Practice and Policy
Recommendations.
EPRA net disposal value
(NDV)
Represents the shareholders' value
under a disposal scenario, where deferred tax, financial
instruments and certain other adjustments are calculated to the
full extent of their liability, net of any resulting tax. Diluted
net assets per share adjusted to remove the impact of goodwill
arising as a result of deferred tax and fixed interest rate
debt.
EPRA Net Reinstatement Value
(NRV)
Represents the value of net assets
on a long-term basis. Assets and liabilities that are not expected
to crystallise in normal circumstances such as the fair value
movements on financial derivatives, real estate transfer taxes and
deferred taxes on property valuation surpluses are therefore
excluded.
EPRA net tangible assets (NTA)
Assumes that entities buy and sell
assets, thereby crystallising certain levels of unavoidable
deferred tax. Diluted net assets per share adjusted to remove the
cumulative fair value movements on interest-rate swaps and similar
instruments, the carrying value of goodwill arising as a result of
deferred tax and other intangible assets.
Estimated Rental Value
(ERV)
The market rental value of
lettable space as estimated by the Company's valuers at each
balance sheet date.
Fair value - investment
property
The amount as estimated by the
Company's valuers for which a property should exchange on the date
of valuation between a willing buyer and a willing seller in an
arm's-length transaction after proper marketing wherein the parties
had each acted knowledgeably, prudently and without compulsion. In
line with market practice, values are stated net of purchasers'
costs.
Ready-to-fit
Offices for businesses typically
taking larger spaces on longer leases who want to fit out the space
themselves.
Fitted spaces
Where businesses can move into
fully furnished, well designed workspaces, with their own front
door, furniture, meeting rooms, kitchen and branding.
Fully Managed
Fitted space where GPE handles all
day-to-day running of the workplace in one monthly
bill.
Flex partnerships
Revenue share agreements with
flexible space operators, these are typically structured via lease
arrangements with the revenue share recognised within rental
income.
IFRS
United Kingdom adopted
international accounting standards.
Internal Rate of Return
(IRR)
The rate of return that if used as
a discount rate and applied to the projected cash flows that would
result in a net present value of zero.
Like-for-like
portfolio
The element of the portfolio that
has been held for the whole of the period of account.
EPRA Loan-to-Value
(LTV)
The nominal value of total bank
loans, private placement notes, debenture stock and any net
liabilities/assets, net of cash (including our share of joint
ventures balances), expressed as a percentage of the market value
of the property portfolio (including our share of joint
ventures).
Net assets per share or Net Asset
Value (NAV)
Equity shareholders' funds divided
by the number of ordinary shares at the balance sheet date
presented on a diluted and undiluted basis.
Net debt
The book value of the Group's bank
and loan facilities, private placement notes and debenture loans
plus the nominal value of the convertible bond less cash and cash
equivalents.
Net gearing
Total Group borrowings (including
the convertible bonds at nominal value) less short-term deposits
and cash as a percentage of equity shareholders' funds, calculated
in accordance with our bank covenants.
Net initial yield
Annual net rents on investment
properties as a percentage of the investment property valuation
having added notional purchaser's costs.
Net rental income
Gross rental income adjusted for
the spreading of lease incentives less expected credit losses for
rental income and ground rents.
Non-PIDs
Dividends from profits of the
Group's taxable residual business.
PMI
Purchasing Managers
Index.
Property costs
Service charge and Fully Managed
services income less service charge expenses. Fully Managed
services cost, other property expenses and expected credit losses
for service charges.
Property Income Distributions
(PIDs)
Dividends from profits of the
Group's tax-exempt property rental business.
REIT
UK Real Estate Investment
Trust.
Rent roll
The annual contracted rental
income.
Return on shareholders'
equity
The growth in the EPRA diluted net
assets per share plus dividends per share for the period expressed
as a percentage of the EPRA net assets per share at the beginning
of the period.
Reversionary potential
The percentage by which ERV
exceeds rent roll on let space.
Topped up initial
yield
Annual net rents on investment
properties as a percentage of the investment property valuation
having added notional purchaser's costs and contracted uplifts from
tenant incentives.
Total Accounting Return
(TAR)
The growth in EPRA NTA per share
plus ordinary dividends paid, expressed as a percentage of EPRA NTA
per share at the beginning of the period.
Total potential future
growth
Portfolio rent roll plus the ERV
of void space, space under refurbishment and the committed
development schemes, expressed as a percentage uplift on the rent
roll at the end of the period.
Total Property Return
(TPR)
Capital growth in the portfolio
plus net rental income derived from holding these properties plus
profit on sale of disposals expressed as a percentage return on the
period's opening value as calculated by MSCI.
Total Shareholder Return
(TSR)
The growth in the ordinary share
price as quoted on the London Stock Exchange plus dividends per
share received for the period expressed as a percentage of the
share price at the beginning of the period.
Triple net asset value
(NNNAV)
NAV adjusted to include the fair
value of the Group's financial liabilities and deferred tax on a
diluted basis.
True equivalent yield
The constant capitalisation rate
which, if applied to all cash flows from an investment property,
including current rent, reversions to current market rent and such
items as voids and expenditures, equates to the market value having
taken into account notional purchaser's costs. Assumes rent is
received quarterly in advance.
Ungeared IRR
The ungeared internal rate of
return (IRR) is the interest rate at which the net present value of
all the cash flows (both positive and negative) from a project or
investment equal zero, without the benefit of financing. The
internal rate of return is used to evaluate the attractiveness of a
project or investment.
Vacancy rate
The element of a property which is
unoccupied but available for letting, expressed as the ERV of the
vacant space divided by the ERV of the total portfolio.
Weighted Average Unexpired Lease
Term (WAULT)
The Weighted Average Unexpired
Lease Term expressed in years.
Whole life surplus
The value of the development at
completion, less the value of the land at the point of acquisition
and costs to construct (including finance charges, letting fees,
void costs and marketing expenses) plus any income earned over the
period.