Primary
Health Properties PLC
Preliminary results for the year ended 31 December
2024
29-year track record of dividend growth
set to continue as new Government commitment to primary and
community care and further progress in Irish markets drive future
growth
Primary Health Properties PLC ("PHP", the
"Group" or the "Company"), a leading investor in modern primary
health facilities in the UK and Ireland, announces its audited
preliminary results for the year ended 31 December 2024.
Mark
Davies, Chief
Executive Officer ("CEO") of PHP, commented:
"This is my first year-end since taking over
as CEO last year and its pleasing to report a solid set of results
that are slightly ahead of market consensus. I am very pleased to
report such a positive financial performance, particularly in the
second half of the year, with good momentum in rental and earnings
growth. Encouragingly, we have also seen positive valuation growth
in the second half of the year, the first time since 2021, which
has led to stability in our Adjusted NTA per share. The dividend
per share has continued to grow by 3% and remains fully
covered.
"Now that valuations have stabilised and look
set to improve as rental growth accelerates we are seeing more
opportunities to acquire earnings accretive acquisitions and this
was demonstrated by our acquisition in Ireland of the Laya
Healthcare urgent care and diagnostic facility at a yield of
7.1%.
"I have been impressed by the hard work and
dedication of my colleagues along with the depth of knowledge and
our relationships in both the UK and Irish healthcare markets. This
gives us great confidence about the future of our business and that
we can continue to deliver strong financial results and sector
leading performance, especially with the demographic tailwinds and
political support for primary care in both countries.
"We are approaching PHP's 30-year anniversary
with a dedicated determination to continue growing our dividend on
a fully covered basis."
FINANCIAL AND OPERATIONAL
HIGHLIGHTS
Income statement
metrics
|
Year to
31 December
2024
|
Year to
31 December
2023
|
Annual
change
|
Net rental
income1
|
£153.6m
|
£149.3m
|
+2.9%
|
Adjusted
earnings1,2
|
£92.9m
|
£90.7m
|
+2.4%
|
Adjusted earnings per
share1,2
|
7.0p
|
6.8p
|
+2.9%
|
IFRS profit after tax for the
year
|
£41.4m
|
£27.3m
|
+51.6%
|
IFRS earnings per
share2
|
3.1p
|
2.0p
|
+55.0%
|
Dividends
|
|
|
|
Dividend per
share5
|
6.9p
|
6.7p
|
+3.0%
|
Dividends
paid5
|
£92.1m
|
£89.5m
|
+2.9%
|
Dividend
cover1
|
101%
|
101%
|
|
Balance sheet and operational
metrics
|
31
December
2024
|
31
December
2023
|
Annual
change
|
Adjusted NTA (NAV) per
share1,3
|
105.0p
|
108.0p
|
-2.8%
|
IFRS NTA per
share1,3
|
103.0p
|
106.5p
|
-3.3%
|
Property portfolio
|
|
|
|
Investment portfolio
valuation4
|
£2.750bn
|
£2.779bn
|
-1.4%
|
Net initial yield
("NIY")1
|
5.22%
|
5.05%
|
+17
bps
|
Contracted rent roll
(annualised)1,7
|
£153.9m
|
£150.8m
|
+2.1%
|
Weighted average unexpired lease
term ("WAULT")1
|
9.4 years
|
10.2
years
|
-0.8
years
|
Occupancy1
|
99.1%
|
99.3%
|
-20
bps
|
Rent-roll funded by government
bodies1
|
89%
|
89%
|
|
Debt
|
|
|
|
Average cost of
debt1
|
3.4%
|
3.3%
|
+10
bps
|
Loan to value
ratio1
|
48.1%
|
47.0%
|
+110
bps
|
Weighted average debt maturity -
drawn facilities
|
5.7 years
|
6.6
years
|
-0.9
years
|
Total undrawn loan facilities and
cash6
|
£270.9m
|
£321.2m
|
|
1 Items marked with this footnote are alternative performance
measures. Refer to the Glossary of Terms for a description of these
measures and a reconciliation to the nearest statutory metric where
appropriate.
2 See note 8, earnings per share, to the financial statements.
Per share figures are presented on a basic basis.
3 See note 8, net asset value per share, to the financial
statements. Adjusted net tangible assets, EPRA net tangible assets
("NTA"), EPRA net disposal value ("NDV") and EPRA net reinstatement
value ("NRV") are considered to be alternative performance
measures. The Group has determined that adjusted net tangible
assets is the most relevant measure.
4 Percentage valuation movement during the year based on the
difference between opening and closing valuations of properties
after allowing for acquisition costs and capital
expenditure.
5 See note 9, dividends, to the financial statements.
6 After deducting the remaining cost to complete contracted
acquisitions, properties under development and committed asset
management projects.
7 Percentage contracted rent roll increase during the year is
based on the annualised uplift achieved from all completed rent
reviews and asset management projects.
EARNINGS AND DIVIDENDS
· Adjusted earnings per share increased by 2.9% to 7.0p (2023:
6.8p) marginally ahead of analyst
consensus
· IFRS
earnings per share increased by 55.0% to 3.1p (2023: 2.0p)
reflecting non-cashflow losses arising on the valuation of the
Group's property portfolio, convertible bond and interest rate
derivatives
· Contracted annualised rent roll increased by 2.1% to £153.9 million (31 December 2023: £150.8
million)
· Additional annualised rental income on a like-for-like basis
of £4.0 million or 2.7% from rent reviews
and asset management projects (2023: £4.3 million or
3.0%)
· EPRA cost ratio
10.1% (2023: 10.1%), representing one of the lowest in the UK REIT
sector
· Quarterly dividends totalling 6.9 pence (2023: 6.7 pence) per
share distributed in the year, a 3.0% increase
· First
quarterly dividend of 1.775 pence per share declared and paid on 21
February 2025, equivalent to 7.1 pence on an annualised basis and a
2.9% increase over the 2024 dividend per share, marking the start
of the Company's 29th consecutive year of dividend
growth
· The
Company intends to maintain its strategy of paying a progressive,
covered dividend
NET ASSET VALUE AND PORTFOLIO MANAGEMENT
· Adjusted Net Tangible Assets ("NTA") per share decreased by
2.8% to 105.0 pence (31 December 2023:
108.0 pence)
· IFRS
NTA per share decreased by 3.3% to
103.0 pence (31 December 2023: 106.5
pence)
· Property portfolio valued at £2.750 billion at 31 December
2024 (31 December 2023: £2.779 billion) reflecting a net
initial yield of 5.22% (31 December 2023:
5.05%)
· Valuations have stabilised in the second half of
the year with a surplus of £1.6 million (H1 2024:
deficit of £40 million), with yield expansion starting to moderate
and the impact of rental growth outweighing yield shift and we
expect this trend to continue in 2025.
· Revaluation deficit in the year of £38.4 million (2023:
deficit £53.0 million), representing a decline of -1.4% (2023: -1.9%) driven by NIY widening
of 17 bps equivalent to around £101 million partially offset by
gains of £63 million arising from rental growth and asset
management projects
· Improving
independent valuer ERV growth outlook which increased by 3.2% in
the year (2023: 2.5%)
· The
portfolio's metrics continue to reflect the Group's secure,
long-term and predictable income stream with occupancy
at 99.1% (31 December 2023: 99.3%), 89% (31 December 2023: 89%) of
income funded by government bodies and WAULT of 9.4 years (31
December 2023: 10.2 years) increasing to 10.2 years including
agreed transactions.
· Pipeline of 13 asset management projects and lease regears
planned over next two years, investing £6.7 million, creating
additional rental income of £0.4 million per annum and extending
the weighted average unexpired lease term (WAULT) back to over 16
years on these projects
·
Winner of MSCI's UK Highest 10-Year Risk Adjusted Total
Return Award for the third consecutive year in 2023, 2022 and 2021,
reflecting PHP's market leading property performance
· As previously
announced, opportunistic acquisition of one standing let investment
at Basingstoke for £4.5 million and commenced work on the Group's
second development at South Kilburn, London for £3.3
million
· Post period end,
acquired the Laya Healthcare facility, Cork, Ireland for €22.0
million / £18.2 million delivering an earnings yield of 7.1%. The
private medical facility is let to Laya Healthcare, Ireland's
second largest provider of private health insurance and clinical
services
· At 31
December 2024, the portfolio in Ireland comprises 21 assets, valued
at £255 million / €309 million (31 December 2023:
£245 million / €282 million). The portfolio in
Ireland represents 9% (2023: 9%) of the total portfolio and Ireland
continues to represent a core part of PHP's strategy and preferred
area of future growth
FINANCIAL MANAGEMENT
· Significant liquidity headroom with cash and collateralised
undrawn loan facilities totaling £270.9 million (31 December 2023:
£321.2 million) after capital commitments, providing the business
with flexibility to execute its strategy and address the repayment
of the £150 million convertible bond in July 2025
· Completed the refinancing of £420 million revolving credit
facilities mitigating the refinancing risk of debt maturities
falling due in 2025 and 2026
· Average cost of debt increased marginally to 3.4% (2023: 3.3%)
following completion of new arrangements taking the Group's net
debt to 100% fixed or hedged (31 December 2023: 97%)
· LTV
ratio 48.1% (31 December 2023: 47.0%) within the Group's targeted
range of between 40% to 50%
Presentation
and webcast:
An in-person presentation for
analysts will be held today, 28 February 2025 at 11.00am (13.00pm
SAST) at the offices of Peel Hunt, 100 Liverpool Street, London
EC2M 2AT, and for those who cannot
attend in person, via a live webcast and conference call facility.
Following the presentation there will be a managed questions and
answers session.
The presentation will be accessible
via live video webcast and a live conference call
facility:
Webcast:
https://stream.brrmedia.co.uk/broadcast/677e637c30911f860603a00f
Telephone: UK-wide: +44 (0) 33
0551 0200
Telephone: South Africa toll
free: 0 800 980 512
Password: Quote "PHP FY24"
when prompted
If you would like to register your
interest in attending the meeting, please contact Burson Buchanan
at php@buchanan.uk.com.
A recording of the webcast will be
made available from c.1.00pm UK time (3.00pm SAST) on 28 February
2025 on the PHP website, https://www.phpgroup.co.uk/.
For further information
contact:
Chair's statement
In my first annual report as Chair,
I am pleased to report PHP continued to deliver on its 28-year
track record of continuous dividend growth underpinned by another
year of robust operational and financial performance in 2024. The
performance in the year is a testament to the quality of PHP's
business model, portfolio, management team and people against the
backdrop of a volatile and uncertain interest rate environment
which continues to weigh heavily on the real estate sector and the
Company's share price.
The Group's operational resilience
throughout the year reflects the security and longevity of our
income which are important drivers of our predictable income stream
and underpin our progressive dividend policy. We have maintained
our strong operational property metrics, with high occupancy at
99.1% (31 December 2023: 99.3%), 89% (31 December 2023: 89%) of our
rent being securely funded directly or indirectly by the UK and
Irish Governments and a long weighted average unexpired lease term
("WAULT") of 9.4 years (31 December 2023: 10.2 years).
The value of the property portfolio
remains broadly unchanged and currently stands at just under £2.8
billion (31 December 2023: £2.8 billion) across 516 assets (31
December 2023: 514 assets), including 21 assets in Ireland, with a
total rent roll of £153.9 million (31 December 2023: £150.8
million). In the second half of the year, we have seen values start
to stabilise with yield expansion starting to moderate and the
impact of rental growth outweighing yield shift and we expect this
trend to continue in 2025. Notwithstanding the modest fall in
values in the year the portfolio's average lot size is £5.3 million
(31 December 2023: £5.4 million).
We continue to focus on driving
rental growth from both rent reviews and asset management
activities which generated an extra £4.0
million (2023: £4.3 million) of annualised rental income during the
year which is a critical factor in the
Group's business model and underpins both the earnings and dividend
outlook.
Importantly, we have continued to
see open market value ("OMV") growth improving with reviews
completed in 2024 generating an extra £1.4 million (2023: £1.3
million), an uplift of 6.0% (2023: 5.4%) over the previous passing
rent equivalent to 1.9% (2023: 1.8%) on an annualised basis. This
continues the positive trend in growth seen over the last couple of
years. The improving rental growth outlook
has also been reflected in the valuation of the portfolio with the
independent valuers' assessment of estimated rental values ("ERV")
increasing by 3.2% during 2024 (2023: 2.5%).
The significant increase in
construction costs, together with historically suppressed levels of
open market rental growth in the sector, will be significant pull
factors to future growth and we are
starting to see positive movement in some locations where the NHS
need for investment in new buildings is strongest. We have recently
commenced work on PHP's second development at South Kilburn,
London, which is an example of an Integrated Care Board ("ICB") and
local authority stepping in with a capital contribution where the
District Valuer's ("DV") proposals have prevented much needed
schemes from progressing. This, along with the use of "top-up"
rents and capital contributions, is starting to allow certain
schemes to progress viably and we anticipate this will continue to
accelerate to help meet the real need for additional and improved
capacity.
We welcome the new Labour
Government's commitment to the NHS together with its manifesto
pledge to reform primary care along with
a continuation of the shift of services out
of hospitals and into the community. Primary care will face
challenges in meeting the new objectives set, with the capacity of
existing facilities creating a significant obstacle to implementing
the new government's policies aimed at expanding service delivery
within general practice. Further details on the government's
proposals will be published in a new 10-Year Health Plan expected
later in Spring 2025. Many of our primary
care facilities and occupiers will need to deal with future reforms
along with addressing the large backlog of procedures that has
built up over recent years. We continue to maintain close
relationships with our key stakeholders and GP partners to ensure
we are best placed to help the NHS and Health Service Executive
("HSE"), Ireland's national health service provider, evolve and
deal with the ever-increasing pressures and scrutiny which they
continue to face.
We recognise that the success of
the Group depends on our people and I would again like to warmly
thank all of our employees and the Board for their continued
commitment, dedication and professionalism.
Overview of results
PHP's Adjusted earnings increased
by £2.2 million or +2.4% (2023: £2.0 million or +2.3%) to £92.9
million (2023: £90.7 million) in the year, primarily driven by
organic rental growth from rent reviews and asset management
projects, plus increased profit generated by Axis PHP, our Irish
property management business, partially offset by higher interest
costs on the Group's increased variable rate debt and additional
administrative expenses. Using the weighted average number of
shares in issue in the year, the adjusted earnings per share
increased to 7.0 pence (2023: 6.8 pence), an increase of 2.9%
(2023: +3.0%).
A revaluation deficit of £38.4
million (2023: deficit of £53.0 million) was generated in the year
from the portfolio, equivalent to -2.9 pence (2023: -4.0 pence) per
share. The valuation deficit was driven by net initial yield
("NIY") widening by 17 bps (2023: 23 bps) in the year, equivalent
to a valuation reduction of around £101 million (2023: deficit of
£128 million), albeit this was partially offset by gains equivalent
to £63 million (2023: gain of £75 million) arising from rental
growth and asset management projects.
A combined loss of £7.6 million
(2023: loss of £11.6 million) on the fair value of interest rate
derivatives and convertible bonds, the amortisation of the fair
value adjustment on the MedicX fixed rate debt at acquisition,
amortisation of the intangible asset which arose on the acquisition
of Axis PHP in 2023 and early termination fees on repayment of bond
debt resulted in a profit before tax as reported under IFRS of
£47.0 million (2023: £26.1 million).
The Group's balance sheet remains
robust, with significant liquidity headroom, with cash and
collateralised undrawn loan facilities, after capital commitments,
totalling £270.9 million (31 December 2023: £321.2 million). The
loan to value ratio of 48.1% (31 December 2023: 47.0%) is
within the targeted range of between 40% and 50%, with significant
valuation headroom across the various loan facilities and with
values needing to fall by around £1.0 billion or 37% before the
loan to value covenants are impacted.
Dividends
The Company distributed a total of
6.9 pence per share in 2024, an increase of 3.0% over the 2023
dividend of 6.7 pence per share. The total value of dividends
distributed in the year increased by 2.9% to £92.1 million (2023:
£89.5 million), which were fully covered by adjusted earnings.
During 2024, the scrip dividend scheme continued to be suspended as
a consequence of the ongoing weakness in the share price and a
Dividend Reinvestment Plan continued to be offered in its
place.
The first interim dividend of 1.775
pence per share was declared on 2 January 2025, equivalent to 7.1
pence on an annualised basis, which represents an increase of 2.9%
over the dividend distributed per share in 2024. The dividend was
paid to shareholders on 21 February 2025 who were on the register
at the close of business on 10 January 2025. The dividend will be
paid by way of a Property Income Distribution of 1.375 pence and an
ordinary dividend of 0.4 pence.
The Company intends to maintain its
strategy of paying a progressive dividend, paid in equal quarterly
instalments, that is covered by adjusted earnings in each
financial year. Further dividend payments are planned to be made on
a quarterly basis in May, August and November 2025 which are
expected to comprise a mixture of both Property Income Distribution
and normal dividend.
Board succession and changes
As previously reported, Mark Davies
succeeded myself as Chief Executive Officer ("CEO") with effect
from the conclusion of the 2024 Annual General Meeting ("AGM") on
24 April 2024. At the same time, Steven Owen retired from the Board
as Non-executive Chairman and I was appointed, with strong
shareholder support at the AGM, as Non-executive Chair.
Following my appointment as
Non-executive Chair and in order to ensure that the Board consists
of a majority of independent Non-executive Directors and is
therefore compliant with the UK Corporate Governance Code 2024, Dr
Bandhana (Bina) Rawal was appointed as a fourth independent
Non-executive director of the Company with effect from 27 February
2024, increasing the size of the Board to seven. Dr Rawal brings a
wealth of experience from senior executive and non-executive roles
across healthcare, including in strategy, partnerships, governance
and risk management.
The Board is grateful to Steven for
his commitment and dedication to the Company since his appointment
as a Non-executive Director in 2014 and for subsequently Chairing
the Company from 2018 to 2024, a period of transformational growth
and change, particularly following the merger with MedicX, the
process of internalising the management function and establishing
PHP as a key member of the FTSE 250 Index.
Secondary Listing
On 24 October 2023 the Company
completed a secondary listing of PHP shares on the Johannesburg
Stock Exchange ("JSE"). The Board of PHP believes that the
secondary listing will contribute to liquidity in the Group's
shares as a result of the growing interest in the Company and its
increased profile in the South African market, where a number of
investors have shown strong interest in our unique healthcare
property investment opportunity. Since listing on the JSE
approximately 14 million shares, across 450 shareholders, have been
transferred to the Company's South Africa register to date and we
continue to help potential South African investors acquire PHP
shares and provide further liquidity on the JSE with the objective
of increasing the number of shares listed there to between 5% and
10% of the Group's total issued share capital. We are delighted
that PHP is now included in a number of key South African indices
as of September 2024, including the prominent FTSE/JSE All Share
Index and All Property Index, helping to further increase liquidity
on this market.
Environmental, Social and Governance ("ESG")
PHP has a strong commitment to
responsible business. ESG matters are at the forefront of the
Board's and our various stakeholders' considerations and the Group
has committed to transitioning to net zero carbon ("NZC"). PHP
published, at the start of 2022, a NZC Framework setting out the
five key steps we are taking to achieve an ambitious target of
being NZC by 2030 for all of PHP's operational, development and
asset management activities.
We continue to make good progress
on the delivery of our NZC framework commitments and achieved our
first milestone of net zero operations for the last three years,
one year ahead of target. Additionally, the Group's has two NZC
developments under construction at Croft, West Sussex, and South
Kilburn, London, with both projects due to achieve practical
completion in Q2 2025.
We continue to modernise existing
buildings and improve the environmental credentials of our
portfolio through the asset management programme and have completed
six projects in the year, all of which saw an improvement in the
EPC ratings to a B. In the year, we also completed PHP's first net
zero asset management project at Long Stratton, Norfolk, where oil
fired heating was replaced with air sourced heating, solar PV was
installed and the residual carbon incurred was offset. A further
ten projects are currently on site or committed with an advanced
pipeline of additional schemes where we continue to evaluate
options for energy efficiency, renewables and net zero asset
management projects.
As at 31 December 2024, 47% of
assets have an EPC rating of A or B (31 December 2023: 42%) and 88%
at A to C (31 December 2023: 85%).
As part of establishing the wider
carbon impact of the buildings and improving our access to energy
performance data we have partnered with arbnco, the award-winning
Protech company addressing climate change, to increase and move
towards 100% energy data coverage across the portfolio, allowing us
to proactively engage with and support tenants on improving their
energy performance.
As a leading provider of modern
primary care premises, we aim to create a lasting positive social
impact, particularly on the health outcomes and wellbeing in the
communities where we are invested. We
believe that our activities benefit not only our shareholders but
also our wider stakeholders, including occupiers, patients, the NHS
and HSE, suppliers, lenders, and the wider communities in both the
UK and Ireland.
Further details on our progress in
the year, objectives for the future and approach to responsible
business can be found in the 2024 Annual Report and on our
website.
Market update and outlook
We welcome the new Labour
Government's continued commitment to the NHS and its manifesto
pledge to reform primary care along with three key proposals for
change, in particular:
·
changes so that more people can get care at home
or in their community;
·
changes so that the NHS has the workforce of the
future, with the technology it need; and
·
changes so that there is a focus is on prevention
to reduce pressures on the NHS.
Labour's policy includes a
continuation of the shift of services out of hospitals and into the
community with healthcare delivered close to home and readily
available for individuals when they need it. As part of this
commitment Labour acknowledges there needs to be a reform of
primary care with patients needing new and more varied
opportunities to access healthcare, unlocking earlier diagnosis of
progressive health conditions and promoting better health outcomes
for the population. Amongst the proposals for primary care
are:
·
improve GP access;
·
bring back the family doctor;
·
join up community health and social care
services;
·
open new referral routes;
·
further expand the role of community
pharmacy;
·
free up GP appointments by boosting mental health
support; and
·
create a Neighbourhood NHS Workforce.
Primary care will continue to face
challenges in meeting the above objectives. The growing demand for
healthcare services alongside the capacity constraints of existing
facilities represent a significant obstacle to successfully
implementing the new government's policies aimed at expanding
service delivery within general practice and local communities. The
need for additional space is compounded by a population that is
growing, ageing and suffering from increased chronic illnesses,
which is placing a greater burden on healthcare systems in both the
UK and Ireland. The extent of the NHS backlog also remains a
significant concern, with the number of patients waiting for
treatment reaching record highs and hospitals struggling to meet
objectives. All these factors make more urgent the need for
improved and increased primary healthcare infrastructure with
approximately one-third of the UK's current primary care estate in
need of modernisation or replacement.
PHP stands ready to support the new
Labour Government's ambition of building an NHS fit for the future
but declining rents in real terms have made investing in the
transformation of GP facilities less appealing. Construction costs
have risen significantly over the past decade, surpassing the
growth in primary care rents, driven by material and labour costs
and increasing sustainability requirements, all of which have been
compounded by Brexit, the COVID-19 pandemic and the volatile fiscal
policy outlook. We look forward to the publication of the new
10-Year Health Plan expected later in Spring 2025 with further
details on the government's proposals especially around community
healthcare.
PHP's mission is to support the
NHS, the HSE and other healthcare providers, by being a leading
investor in modern, fit-for-purpose primary care premises. We will
continue to actively engage with government bodies, the NHS, the
HSE in Ireland and other key stakeholders to establish, enact
(where we can), support and help alleviate increased pressures and
burdens currently being placed on healthcare networks.
Primary health and investment market update
The commercial property market
continues to be impacted by economic turbulence and the uncertainty
of interest rates continues to weigh on the real estate sector. The
UK budget and rising debt levels along with the US election
continue to pose ongoing risks and create added
uncertainty.
We believe healthcare, and in
particular primary care real estate, remains a structurally
supported sector and benefits from the demographic tailwinds of
a population that is growing, ageing and
suffering from increased chronic illnesses, which is placing a
greater burden on healthcare systems in both the UK and Ireland,
which in turn compounds the need for both fit for purpose and
additional space. However, future developments will now need a
significant shift of between 20% to 30% in rental values to make
them economically viable. We continue to actively engage with the
NHS, ICB and DV for higher rent settlements. Despite these
negotiations typically becoming protracted, we are starting to see
positive movement in some locations where the health system's need
for investment in new buildings is strongest such as our recent
development at South Kilburn, London.
Primary care asset values have
continued to perform well relative to mainstream commercial
property due to recognition of the security of their government
backed income, crucial role in providing sustainable healthcare
infrastructure and more importantly a stronger rental growth
outlook enabling attractive reversion over the course of long
leases.
In the first half of 2024,
the continued lack of recent transactions
in the period resulted in valuers continuing to place reliance
primarily on sentiment to arrive at fair values. However, in the
second half of the year there has been a
small pool of transactional evidence, with a limited number of
purchasers in the market, including distressed asset sales, which
have enabled valuers to have regard to these comparables with
lesser reliance on market sentiment. Yields adopted by the Group's
valuers have moved out by 17bps in the year to 5.22% as at 31
December 2024 (31 December 2023: 5.05%).
We believe further significant
reductions in primary care values are likely to be limited and we
have now reached an inflexion point with a stronger rental growth
outlook offsetting the impact of any further yield
expansion.
We have also seen significant real
estate sector consolidation in the UK over the last few years where
poor structures and investment strategies have resulted in material
share price discounts to net asset values. As a result, we believe
that there are further opportunities for consolidation, with
investors increasingly focused on larger, more scalable and
efficient cost structures.
PHP Outlook
The Company continues to operate a
leading portfolio of primary care assets across the UK and
Ireland.
As outlined at its 2024 Capital
Markets Day, PHP has built a leading presence in Ireland following
the acquisition of Axis, PHP's Irish property management business,
in 2023. This market benefits from: long leases directly let to the
HSE; larger lot sizes; indexed linked rent reviews; and benefits
from cheaper euro denominated interest rates. As a result, it
offers a significant opportunity for profitable growth as
highlighted by the recent earnings enhancing acquisition of Laya
Health Facility in Cork. The Group is strongly positioned to expand
its presence in Ireland and continues to monitor and review other
Eurozone opportunities and consider future expansion into new
primary care markets that add further value for stakeholders and
shareholders alike.
Growth in the immediate future will
also continue to focus on increasing income from our existing
portfolio and we are encouraged by the firmer tone of rental growth
experienced over the last couple of years. We believe the dynamics
of inflation in recent years, including significantly increased
build costs combined with demand for new primary care facilities
and the need to modernise the estate, will continue to drive future
rental settlements.
We are currently on site with only
two developments with costs to complete of just £2.5 million and
consequently have very limited exposure to higher construction cost
pressures and supply chain delays. In our immediate pipeline we
have one development and 13 asset management projects with a total
expected cost of £6.7 million and will continue to evaluate these,
together with a wider medium-term pipeline at various stages of
progress and seek to negotiate rents with the NHS at the level
required to deliver an acceptable return.
Harry Hyman
Non-executive Chair
27 February 2025
BUSINESS REVIEW
Rental growth
PHP's sector-leading metrics remain
robust and we continue to focus on delivering organic rental growth
derived from our existing assets. This growth arises mainly from
rent reviews and asset management projects (extensions,
refurbishments and lease re-gears) which provide an important
opportunity to increase income, extend lease terms and avoid
obsolescence, whilst ensuring that our properties continue to meet
their communities' healthcare needs as the emphasis continues to
shift from treatment to prevention, as well as improving their ESG
credentials.
In 2024, we have continued to see
strong organic rental growth from our existing portfolio with
income increasing by £4.0 million or 2.7% (2023 and 2022: £4.3
million or 3.0% and £3.3 million or 2.4% respectively) on a
like-for-like basis. The progress continues the improving rental
growth outlook seen over the last couple of years and it should be
noted that most of the increase comes from rent reviews arising
primarily in the periods prior to 2022, a period when rental growth
was muted and did not reflect the higher levels of construction
cost and general inflation experienced in recent years.
We have also seen the improving
rental growth outlook reflected in the valuation of the portfolio
with the independent valuers' assessment of estimated rental values
("ERV") increasing by 3.2% in 2024 (2023 and 2022: 2.5% and 2.2%
respectively).
Rent review performance
The Group completed 341 (2023: 331)
rent reviews with a combined rental value of £42.2 million (2023:
£42.4 million), adding £3.2 million and delivering an average
uplift of 7.7% against the previous passing rent (2023: £3.6
million / 8.5%).
68% of our rents are reviewed on an
open market basis, which typically takes place every three years.
The balance of the PHP portfolio has either indexed (27%) or fixed
uplift (5%) based reviews which also provide an element of
certainty to future rental growth within the portfolio.
Approximately one-third of index linked reviews in the UK are
subject to caps and collars which typically range from 6% to 12%
over a three-year review cycle.
In Ireland, we concluded 12 (2023:
18) index-based reviews, adding a further £0.2 million / €0.2
million (2023: £0.4 million / €0.4 million), an uplift of 15.3%
(2023: 15.2%) against the previous passing rent. In Ireland, all
reviews are linked to the Irish Consumer Price Index, upwards and
downwards, with reviews typically every five years. Leases to the
HSE and other government bodies, which comprise 79% of the income
in Ireland, have increases and decreases capped and collared at 25%
over a five-year review cycle.
The growth from reviews completed
in the year, noted above, is summarised below:
Review type
|
Number
|
Previous
rent
(per
annum)
£
million
|
Rent
increase
(per
annum)
£
million
|
%
increase total
%
|
%
increase annualised
%
|
UK - open
market1
|
175
|
23.7
|
1.4
|
6.0
|
1.9
|
UK - indexed
|
142
|
13.7
|
1.4
|
10.4
|
4.6
|
UK - fixed
|
12
|
3.6
|
0.2
|
6.0
|
2.8
|
UK - total
|
329
|
41.0
|
3.0
|
7.4
|
2.9
|
Ireland - indexed
|
12
|
1.2
|
0.2
|
15.3
|
3.9
|
Total - all reviews
|
341
|
42.2
|
3.2
|
7.7
|
2.9
|
1 - includes 35 (2023: 49 reviews) where no uplift was
achieved.
At 31 December 2024, 600 (31
December 2023: 585) open market rent reviews representing £88.8
million (31 December 2023: £84.9 million) of passing rent, were
outstanding out of which 326 (31 December 2023: 334) have been
triggered to date and are expected to add another £2.7 million (31
December 2023: £2.2 million) to the contracted rent roll when
concluded and represent an uplift of 5.5% (31 December 2023: 4.5%)
against the previous passing rent. The balance of the outstanding
reviews will be actioned when there is further comparative evidence
to support the estimated rental values.
The large number of outstanding
reviews reflect the requirement for all awards to be agreed with
the District Valuer. A great deal of evidence to support open
market reviews comes from the completion of historical rent reviews
and the rents set on delivery of new properties into the sector.
NHS initiatives to modernise the primary care estate will result in
previously agreed rental values having to be renegotiated to make a
number of these projects viable in the current economic
environment.
Asset management projects
In the UK, we exchanged on ten
(2023: five) new asset management projects, eight (2023: eight)
lease re-gears and seven (2023: four) new lettings during 2024.
These initiatives will increase rental income by £0.8 million,
investing £13.0 million and extending the leases back to 20
years.
In the year, £0.8 million of income
was lost to voids following the insolvency of Lloyds pharmacy at
five units and lease expiries at a further four units in the UK and
the restructure of three and surrender of two pharmacy leases in
Ireland where the space is to be relet to the HSE in the future as
part of an asset management initiative.
PHP continues to work closely with
its occupiers and has a strong pipeline of 13 similar asset
management projects which are currently in legal due diligence and
are being progressed to further increase rental income and extend
unexpired occupational lease terms. The immediate asset management
pipeline will require the investment of approximately £6.7 million,
generating an additional £0.4 million of rental income and
extending the WAULT on those premises back to an average of 16
years. Additionally, we continue to progress an advanced pipeline
of further asset management initiatives across 24
projects.
The Company will continue to invest
capital in a range of physical extensions or refurbishments through
asset management projects which help avoid obsolescence, including
improving energy efficiency, and which are key to maintaining the
longevity and security of our income through long term occupier
retention, increased rental income and extended occupational lease
terms, adding to both earnings and capital values.
Robust portfolio metrics
The portfolio's annualised
contracted rent roll at 31 December 2024 was £153.9 million (31
December 2023: £150.8 million), an increase of £3.1 million or
+2.1% (2023: £5.5 million / +3.8%) in the year driven by organic
growth from rent reviews and asset management projects of £4.0
million (2023: £4.3 million). The acquisition of Basingstoke and
the development at South Kilburn, London, added a further £0.5
million of income although these gains were offset by the loss of
income arising from foreign exchange movements of £0.6 million on
our portfolio in Ireland and UK lease surrenders and voids of £0.8
million.
The security and longevity of our
income are important drivers of our secure, long term predictable
income stream and enable our progressive dividend
policy.
Security: PHP continues to
benefit from secure, long term cash flows with 89% (31 December
2023: 89%) of its rent roll funded directly or indirectly by the
NHS in the UK or HSE in Ireland. The portfolio also benefits from
an occupancy rate of 99.1% (31 December 2023: 99.3%).
Longevity: The portfolio's
WAULT at 31 December 2024 was 9.4 years (31 December 2023: 10.2
years). £23.6 million or 15.4% of our income is currently holding
over or expires over the next three years, of which c. 70% have
agreed terms or are in advanced discussions to renew their lease.
£62.0 million or 40.3% expires in over ten years. The table below
sets out the current lease expiry profile of our income:
Income subject to expiry
|
£
million
|
%
|
Holding over
|
7.8
|
5.1
|
< 3 years
|
15.8
|
10.3
|
4 - 5 years
|
19.3
|
12.5
|
5 - 10 years
|
49.0
|
31.8
|
10 - 15 years
|
30.3
|
19.7
|
15 - 20 years
|
19.1
|
12.4
|
> 20 years
|
12.6
|
8.2
|
Total
|
153.9
|
100.0
|
As at 31 December 2024, 69 leases
or £7.8 million of income (2023: 45 leases / £4.1 million) were
holding over. All these leases are expected to renew but are
subject to NHS approval which continues to suffer from delays as
ICBs finalise their future estate strategies together with the
requirement for new rents to be approved by the DV. We continue to
maintain a close relationship with all parties concerned and
receive NHS rent reimbursement in a timely manner. If all the
currently agreed transactions completed, then the WAULT on the
portfolio would increase to 10.2 years (31 December 2023: 10.6
years).
Investment and pipeline
In 2024, the Group selectively completed the
opportunistic acquisition of one primary health centre at
Basingstoke for a total consideration of £4.5 million. The property
is fully let to a GP practice, pharmacy and dentist and benefits
from a long WAULT of 17 years and three-yearly open market value
rent reviews.
Post period end, the Group acquired the Laya
Healthcare facility, Cork, Ireland for €22.0 million / £18.2
million delivering an earnings yield of 7.1%. The private medical
facility is let to Laya Healthcare, Ireland's second largest
provider of private health insurance and clinical services
providing a bespoke urgent care and diagnostic facility
providing some of the best medical technology available in Ireland,
and has been subject to a comprehensive tenant led, €6 million,
fit-out to provide a number of services including X-ray, MRI, CT,
Ultrasound and Dexa scanning and is open 365 days of the year with
patients guaranteed to be seen within one hour. The property also
provides space for several health and wellbeing clinics providing
access to a number of expert teams and services and also acts as
the headquarters for Laya Healthcare in Ireland.
We continue to monitor a number of potential
standing investments, direct and forward funded developments and
asset management projects with an advanced pipeline across a number
of opportunities in both the UK and Ireland. These will only be
progressed if accretive to earnings.
The Group's disciplined approach to
investment ensures it remains focused on income growth. In 2024,
PHP chose not to progress with several potential transactions that
were not accretive to earnings. Ireland continues to be the
preferred area of investment with attractive returns and a lower
cost of finance.
The immediate pipeline of
opportunities in legal due diligence continues to be focused
predominantly on PHP's existing portfolio through asset management
projects.
Pipeline
|
In legal
due diligence
|
Advanced
pipeline
|
|
Number
|
Cost
|
Number
|
Cost
|
UK - asset management
|
13
|
£6.7m
|
24
|
£23.9m
|
UK - direct development
|
1
|
£4.1m
|
-
|
-
|
Ireland - forward funded
development
|
-
|
-
|
3
|
£62.5m
(€75m)
|
Total pipeline
|
14
|
£10.8m
|
27
|
£86.4m
|
Developments
At 31 December 2024, the Group had
limited development exposure with two projects on site and £2.5
million of expenditure required to complete them.
·
Croft Primary Care Centre, West Sussex, being
built to NZC standards and due to complete later in Q2 2025 with
£0.9 million of expenditure required to complete the
project
·
In July 2024 the Group also commenced work on a
second development scheme at South Kilburn, London, where we have
worked with both the local council and ICB, each contributing £0.5
million, to make the scheme economically viable. The scheme
comprises the fit-out of a shell unit, being constructed to NZC
standards, for a total cost of £3.3 million net of the £1.0 million
capital contribution which equates to a 26% uplift in the rent
originally set by the DV. The scheme is expected to achieve
practical completion in Q2 2025 with £1.6 million of expenditure
remaining.
The Group has currently paused any
further direct development activity whilst negotiations with the
NHS, ICBs and DVs continue in order to increase rental levels to
make schemes economically viable with rental values needing to
increase by around 20%-30%. Without these necessary increases in
rent primary care development will remain constrained in the UK,
however the recent indications from the UK Government, particularly
following Lord Darzi's report, suggests there will be an increased
allocation for primary care from the NHS budget. The new 10-Year
Health Plan is expected to be announced in Spring 2025 which will
provide the Group with greater detail and clarity on potential next
steps.
We currently do not have any
forward funded developments on site in Ireland although we continue
to progress a near-term pipeline with an estimated gross
development value of approximately €50m.
PHP expects that all future direct
developments will be constructed to NZC standards.
Valuation and returns
In the second half of the year, we
have seen values start to stabilise with yield expansion starting
to moderate and the impact of rental growth outweighing yield
shift. We expect this trend to continue in 2025.
As at 31 December 2024, the Group's
portfolio comprised 516 assets (31 December 2023: 514)
independently valued at £2.750 billion (31 December 2023: £2.779
billion). After allowing for acquisition costs and capital
expenditure on developments and asset management projects, the
portfolio generated a valuation deficit of £38.4 million or -1.4%
(2023: deficit of £53.0 million or -1.9%).
During the year the Group's
portfolio NIY has expanded by 17 bps to 5.22% (31 December 2023:
5.05%) and the reversionary yield increased to 5.6% at 31 December
2024 (31 December 2023: 5.4%). The expansion of yields created a
deficit of approximately £101 million which has been partially
offset by gains of approximately £63 million arising from an
improving rental growth outlook and asset management
projects.
The movement in the portfolio's
valuation deficit is summarised in the table below:
£ million
|
H1
2024
|
H2
2024
|
FY
2024
|
NIY expansion
|
(£73.0)
/ +13bps
|
(£28.6)
/ +4 bps
|
(£101.6)
/ +17 bps
|
Rental growth
|
£33.0
|
£30.2
|
£63.2
|
Total (deficit) /
surplus
|
(£40.0)
|
£1.6
|
(£38.4)
|
At 31 December 2024, the portfolio
in Ireland comprised 21 standing and fully let properties with no
developments currently on site, valued at £255.3 million or €308.6
million (31 December 2023: 21 assets/£244.6 million or €282.2
million). The portfolio in Ireland has been valued at a NIY of 5.0%
(31 December 2023: 5.4%).
The portfolio's average lot size
fell slightly to £5.3 million (31 December 2023: £5.4 million),
reflecting the fall in values in the year, however 88% of the
portfolio (31 December 2023: 87%) continues to be valued at over
£3.0 million. The Group only has six assets valued at less than
£1.0 million.
|
Number
of
|
Valuation
|
|
Average
|
|
properties
|
£
million
|
%
|
lot size
(£ million)
|
> £10m
|
58
|
885.9
|
32.2
|
15.3
|
£5m - £10m
|
124
|
838.5
|
30.5
|
6.8
|
£3m - £5m
|
172
|
681.2
|
24.8
|
4.0
|
£1m - £3m
|
156
|
338.7
|
|
2.2
|
< £1m (including land
£1.3m)
|
6
|
5.8
|
0.2
|
0.8
|
Total1
|
516
|
2,750.1
|
100.0
|
5.3
|
1 Excludes the £3.0 million impact of IFRS 16 Leases with ground rents recognised as
finance leases.
The valuation deficit combined with
the portfolio's growing income, resulted in a total property return
of +4.2% for the year (2023: +3.5%). The total property return in
the year compares with the MSCI UK Monthly Property Index of 6.5%
for 2024 (2023: -0.5%).
|
|
Year ended
31 December
2024
|
Year
ended
31
December 2023
|
Income return
|
|
5.5%
|
5.3%
|
Capital return
|
|
(1.3%)
|
(1.8%)
|
Total return
|
|
4.2%
|
3.5%
|
FINANCIAL REVIEW
PHP's adjusted earnings increased
by £2.2 million or 2.4% to £92.9 million in 2024 (2023: £90.7
million). The increase in the year reflects the continued positive
organic rental growth from rent reviews and asset management
projects in both 2024 and 2023 along with
increased earnings from PHP Axis' activities in Ireland, partially
offset by increased interest costs on the Group's variable rate
debt and administrative expenses.
Using the weighted average number
of shares in issue in the year the adjusted earnings per share
increased to 7.0 pence (2023: 6.8 pence), an increase of 2.9%
(2023: +3.0%).
The financial results for the Group
are summarised as follows:
Summarised results
|
Year ended
31 December
2024
|
Year
ended
31
December 2023
|
|
£ million
|
£
million
|
Net rental income
|
153.6
|
149.3
|
Axis contribution net of
overheads
|
1.2
|
1.1
|
Administrative expenses
|
(12.1)
|
(11.6)
|
Operating profit before revaluation and net financing
costs
|
142.7
|
138.8
|
Net financing costs
|
(49.8)
|
(48.1)
|
Adjusted earnings
|
92.9
|
90.7
|
Revaluation deficit on property
portfolio
|
(38.4)
|
(53.0)
|
Fair value loss on interest rate
derivatives and convertible bond
|
(7.6)
|
(13.2)
|
Amortisation of MedicX debt MtM at
acquisition
|
3.0
|
3.0
|
Exceptional item - early
termination cost on refinancing variable rate bond
|
(2.0)
|
-
|
Axis amortisation of intangible
asset
|
(0.9)
|
(0.9)
|
Axis acquisition and JSE listing
costs
|
-
|
(0.5)
|
IFRS profit before tax
|
47.0
|
26.1
|
Corporation tax
|
-
|
(0.1)
|
Deferred tax provision
|
(5.6)
|
1.3
|
IFRS profit after tax
|
41.4
|
27.3
|
|
|
|
|
Adjusted earnings increased by £2.2
million or 2.4% (2023: £2.0 million / 2.3%) in 2024 to £92.9
million (2023: £90.7 million) and the movement in the year can be
summarised as follows:
|
Year ended
31 December
2024
|
Year
ended
31
December 2023
|
|
£ million
|
£
million
|
Year ended 31 December
|
90.7
|
88.7
|
Net rental income
|
4.3
|
7.8
|
Axis contribution net of
overheads
|
0.1
|
1.1
|
Administrative expenses
|
(0.5)
|
(2.0)
|
Net financing costs
|
(1.7)
|
(4.9)
|
Year ended 31 December
|
92.9
|
90.7
|
Net rental income received in 2024
increased by 2.9% or £4.3 million to £153.6 million (2023: £149.3
million) reflecting £3.2 million of additional income from
completed rent reviews and asset management projects and £1.4
million of rent arising from the acquisition of Ballincollig in
Ireland in December 2023, offset by a £0.3 million increase in
non-recoverable property costs which relates primarily to the
write-off of development work in progress for a scheme at Colliers
Wood, Merton, of £0.5 million which is no longer progressing
partially offset by other savings of £0.2 million.
Administration expenses continue to
be tightly controlled and the Group's EPRA cost ratio remains one
of the lowest in the sector at 10.1% (2023: 10.1%) excluding PHP
Axis and direct vacancy costs. The £0.5 million increase in
administration costs in the year is due primarily to the £0.4
million cost of a redundancy programme aimed at reducing staff
headcount and future costs by around £1.0 million in 2025, together
with the costs arising from annual pay increases and one additional
Non-executive Director recruited at the start of the year, offset
by a reduction in performance related pay.
EPRA cost ratio
|
Year ended
31 December
2024
|
Year
ended
31
December 2023
|
|
£ million
|
£
million
|
Gross rent less ground rent, service charge and other
income
|
160.7
|
155.8
|
Direct property expense
|
26.2
|
18.2
|
Less: direct and service charge
costs recovered
|
(21.0)
|
(13.3)
|
Non-recoverable property
costs
|
5.2
|
4.9
|
Administrative expenses
|
12.1
|
11.6
|
Axis overheads and costs
|
0.9
|
0.8
|
Less: ground rent
|
(0.2)
|
(0.2)
|
Less: other operating
income
|
(0.7)
|
(0.5)
|
EPRA costs (including direct vacancy costs)
|
17.3
|
16.6
|
EPRA cost ratio
|
10.8%
|
10.7%
|
EPRA cost ratio excluding Axis overheads and direct vacancy
costs
|
10.1%
|
10.1%
|
Total expense ratio (administrative expenses as a percentage of gross asset
value)
|
0.4%
|
0.4%
|
|
|
|
|
Net finance costs in the year
increased by £1.7 million to £49.8 million (2023: £48.1 million)
because of a £16.5 million increase in the Group's net debt during
2024, the impact of increased interest rates on the Group's
unhedged debt and the loss of interest receivable on forward funded
developments which completed in H1 2023, now income producing and
accounted for as rent.
IFRS profit after tax increased by
£14.1 million to £41.4 million (2023: £27.3 million) predominantly
driven by the lower valuation deficit of £38.4 million (2023: £53.3
million) generated in the year.
Shareholder value and total accounting
return
The Adjusted Net Tangible Assets
("NTA") per share declined by 3.0 pence or -2.8% to 105.0 pence (31
December 2023: 108.0 pence per share) during the year with the
revaluation deficit of £38.4 million or -2.9 pence per share being
the main reason for the decrease.
The total adjusted NTA ("NAV")
return per share, including dividends distributed, in the year was
3.9 pence or 3.6% (2023: 2.1 pence or 1.9%).
The table below sets out the
movements in the adjusted NTA and EPRA Net Disposal Value ("NDV")
per share over the year under review.
Adjusted NTA per share
|
|
31 December 2024
pence per share
|
31
December 2023 pence per share
|
Opening adjusted NTA per
share
|
|
108.0
|
112.6
|
Adjusted earnings for the
year
|
|
7.0
|
6.8
|
Dividends paid
|
|
(6.9)
|
(6.7)
|
Revaluation of property
portfolio
|
|
(2.9)
|
(4.0)
|
Axis acquisition cost
|
|
-
|
(0.5)
|
Foreign exchange and other
movements
|
|
(0.2)
|
(0.2)
|
Closing adjusted NTA per
share
|
|
105.0
|
108.0
|
Fixed rate debt and derivative
mark-to-market value
|
|
9.3
|
8.1
|
Convertible bond fair value
adjustment
|
|
0.1
|
0.1
|
Deferred tax
|
|
(0.7)
|
(0.3)
|
Intangible assets
|
|
0.4
|
0.5
|
Closing EPRA NDV per
share
|
|
114.1
|
116.4
|
|
|
|
|
|
Financing
In the year, the Group has
addressed the refinancing risk of the debt maturities falling due
in 2025 by refinancing two revolving credit facilities with
Barclays and Lloyds totalling £270 million. The new facilities were
partially used to repay the £70 million variable rate bonds ahead
of maturity in December 2025 and provide the Group with sufficient
headroom to repay the £150 million convertible bond which matures
in July 2025. Following the completion of these refinancings the
next significant refinancings fall due in October 2026.
During the year the Group also exercised options
to extend the maturities by one year to 2027 and 2026 on its
shorter dated revolving credit facilities with HSBC (£100 million)
and Santander (£50 million) respectively.
The Group's balance sheet and
financing position remain strong with cash and committed undrawn
facilities totalling £270.9 million (31 December 2023: £321.2
million) after contracted capital commitments of £36.3 million (31
December 2023: £14.6 million).
At 31 December 2024, total
available loan facilities were £1,630.4 million (31 December 2023:
£1,642.5 million) of which £1,326.7 million (31 December 2023:
£1,309.9 million) had been drawn. Cash balances of £3.5 million (31
December 2023: £3.2 million) resulted in Group net debt of £1,323.2
million (31 December 2023: £1,306.7 million). Contracted capital
commitments at the balance sheet date totalled £36.3 million (31
December 2023: £14.6 million) and comprise the acquisition of Laya
Healthcare, Ireland for £19.8 million asset management projects of
£14.0 million and development expenditure across two schemes of
£2.5 million.
The Group's key debt metrics are
summarised in the table below:
|
Debt metrics
|
|
31 December
2024
|
31
December 2023
|
|
Average cost of debt -
drawn1
|
|
3.4%
|
3.3%
|
|
Average cost of debt - fully
drawn1
|
|
4.0%
|
4.1%
|
|
Loan to value
|
|
48.1%
|
47.0%
|
|
Loan to value - excluding
convertible bond
|
|
42.6%
|
41.6%
|
|
Total net debt fixed or
hedged1,2
|
|
100.0%
|
97.2%
|
|
Net rental income to net interest
cover
|
|
3.1 times
|
3.1
times
|
|
Net debt / EBITDA
|
|
9.3 times
|
9.4
times
|
Weighted average debt
maturity - drawn facilities
|
|
5.7 years
|
6.6
years
|
|
Weighted average debt maturity -
all facilities
|
|
4.9 years
|
5.7
years
|
|
Total drawn secured debt
|
|
£1,176.7m
|
£1,159.9m
|
|
Total drawn unsecured
debt
|
|
£150.0m
|
£150.0m
|
|
Total undrawn facilities and
available to the Group2
|
|
£270.9m
|
£321.2m
|
|
Unfettered assets
|
|
£47.3m
|
£37.0m
|
|
|
|
|
|
1 - Including the impact of post year end hedging
completed
2- Including the impact of capital
commitments at the year end.
Average cost of debt
The Group's average cost of debt
increased marginally at the year end to 3.4% (31 December 2023:
3.3%) following the completion of new interest rate hedging post
year end that was put in place following the expiry of a legacy
swap at the end of 2024. The new fixed rate swap arrangements will
provide further protection to the Group's earnings over the course
of 2025 and 2026.
Assuming the £150 million
convertible bond is repaid in July 2025 using the Group's undrawn
headroom on existing revolving credit facilities then the average
cost of debt is expected to increase by around 20 bps to
3.6%.
Interest rate exposure
The analysis of the Group's
exposure to interest rate risk in its debt portfolio as at 31
December 2024 is as follows:
|
Facilities
|
Net debt drawn
|
|
£
million
|
%
|
£
million
|
%
|
Fixed rate debt
|
1,105.4
|
67.8
|
1,105.4
|
83.5
|
Hedged by fixed rate interest rate
swaps1
|
200.0
|
12.3
|
200.0
|
15.1
|
Hedged by interest rate
caps
|
49.6
|
3.0
|
49.6
|
3.8
|
Floating rate debt -
unhedged
|
275.4
|
16.9
|
(31.8)
|
(2.4)
|
Total
|
1,630.4
|
100.0
|
1,323.2
|
100.0
|
1 - Including the impact of post year end hedging
completed
Interest rate swap contracts
During the year the Group did not
enter into any new fixed rate debt or hedging
arrangements.
Post year end, in January 2025, the
Group fixed, for two years, £200 million of nominal debt at a rate
of 3.0% for an all-in premium of £4.5 million. The fixed rate swap
will provide further protection to the Group's interest rate
exposure especially whilst rates continue to remain elevated and
volatile. The fixed rate swap effectively hedges out all of
the current net debt drawn along with providing protection for
future debt required to meet capital commitments.
Accounting standards require PHP to
mark its interest rate swaps to market at each balance sheet date.
During the year there was a loss of £4.5 million (2023: loss of
£4.3 million) on the fair value movement of the Group's interest
rate derivatives due primarily to decreases in interest rates
assumed in the forward yield curves used to value the interest rate
swaps and the impact of the passage of time. The net mark-to-market
("MtM") of the swap portfolio is an asset value of £0.2 million (31
December 2023: net MtM asset £4.7 million).
Currency exposure
The Group owns €308.6 million or
£255.3 million (31 December 2023: €282.2 million / £244.6 million)
of euro denominated assets in Ireland as at 31 December 2024 and
the value of these assets and rental income represented 9% (31
December 2023: 9%) of the Group's total portfolio. In order to
hedge the risk associated with exchange rates, the Group has chosen
to fund its investment in Irish assets through the use of euro
denominated debt, providing a natural asset to liability hedge,
within the overall Group loan to value limits set by the Board. At
31 December 2024 the Group had €274.1million (31 December 2023:
€281.0 million) of drawn euro denominated debt.
Euro rental receipts are used to
first finance euro interest and administrative costs and surpluses
are used to fund further portfolio expansion. Given the large euro
to sterling fluctuations seen in recent years and continued
uncertainty in the interest rate market, the Group entered, in
January 2025, a new FX forward trade hedge (fixed at €1.1459: £1)
for a two-year period to cover the approximate euro denominated net
annual income of €10 million per annum, minimising the downside
risk of the euro remaining above €1.1459: £1.
Fixed rate debt mark-to-market ("MtM")
The MtM of the Group's fixed rate
debt as at 31 December 2024 was an asset of £125.5 million (31
December 2023: asset £106.2 million) equivalent to 9.4 pence per
share (31 December 2023: asset of 7.9 pence) which is not reflected
in the NTA reported. The movement in the year is due primarily to
the significant increases in interest rates assumed in the forward
yield curves used to value the debt at the year end. The MtM
valuation is sensitive to movements in interest rates assumed in
forward yield curves.
Convertible bonds
In July 2019, the Group issued, for
a six-year term, unsecured convertible bonds with a nominal value
of £150 million and a fixed coupon of 2.875% per annum. Subject to
certain conditions, the bonds are convertible into fully paid
Ordinary Shares of the Company and the initial exchange price was
set at 153.25 pence per Ordinary Share. The exchange price is
subject to adjustment, in accordance with the dividend protection
provisions in the terms of issue if dividends paid per share exceed
2.8 pence per annum. In accordance with those provisions the
exchange price has been adjusted to 125.64 pence per Ordinary Share
as at 31 December 2024.
The conversion of the £150 million
convertible bonds into new Ordinary Shares would reduce the Group's
loan to value ratio by 5.5% from 48.1% to 42.6% and result in the
issue of 119.4 million new Ordinary Shares.
Risk management and principal
risks
Flexible and responsive to
risks
Our risk management processes enable
us to be flexible and responsive to the impact of risks on the
business.
Risk management overview
Effective risk management is a key
element of the Board's operational processes. Risk is inherent in
any business, and the Board has determined the Group's risk
appetite, which is reviewed on an annual basis. Group operations
have been structured in order to accept risks within the Group's
overall risk appetite and to oversee the management of these risks
to minimise exposure and optimise the returns generated for the
accepted risk. The Group aims to operate in a low risk environment
appropriate for its strategic objective of generating progressive
returns for shareholders. Key elements of maintaining this low risk
approach are:
•
investment focuses on the primary healthcare real estate sector
which is traditionally much less cyclical than other real estate
sectors;
•
the majority of the Group's rental income is received directly or
indirectly from government bodies in the UK and Ireland;
•
the Group benefits from long initial lease terms, largely with
upwards-only review terms, providing clear visibility of
income;
•
the Group has a small (£0.9 million) exposure as a direct developer
of real estate, which means that the Group is not exposed to risks
that are inherent in property development;
•
the Board funds its operations so as to maintain an appropriate mix
of debt and equity; and
•
debt funding is procured from a range of providers, maintaining a
spread of maturities and a mix of terms so as to fix or hedge the
majority of interest costs.
The structure of the Group's
operations includes rigorous, regular review of risks and how these
are mitigated and managed across all areas of the Group's
activities. The Group faces a variety of risks that have the
potential to impact on its performance, position and longer term
viability. These include external factors that may arise from the
markets in which the Group operates, government and fiscal policy,
general economic conditions and internal risks that arise from how
the Group is managed and chooses to structure its
operations.
Approach to risk
management
Risk is considered at every level of
the Group's operations and is reflected in the controls and
processes that have been put in place across the Group. The Group's
risk management process is underpinned by strong working
relationships between the Board and the management team which
enables the prompt assessment and response to risk issues that may
be identified at any level of the Group's business.
The Board is responsible for
effective risk management across the Group and retains ownership of
the significant risks that are faced by the Group. This includes
ultimate responsibility for determining and reviewing the nature
and extent of the principal risks faced by the Group and assessing
the Group's risk management processes and controls. These systems
and controls are designed to identify, manage and mitigate risks
that the Group faces but will not eliminate such risks and can
provide reasonable but not absolute assurance.
The management team assists the
Board in its assessment and monitoring of operational and financial
risks and PHP has in place robust systems and procedures to ensure
risk management is embedded in its approach to managing the Group's
portfolio and operations. PHP has established a Risk Committee that
comprises the Chair of the Audit Committee and members of its
senior management team and is chaired by the Chief Financial
Officer, who is experienced in the operation and oversight of risk
management processes, along with independent standing invitees
attending throughout the year.
The Board has delegated to the Audit
Committee the process of reviewing the Group's systems of risk
management and their effectiveness. These systems and processes
have been in place for the year under review and remained in place
up to the date of approval of the Annual Report and
Accounts.
PHP has implemented a wide-ranging
system of internal controls and operational procedures that are
designed to manage risk as effectively as possible, but it is
recognised that risk cannot be totally eliminated. Staff employed
by PHP are intrinsically involved in the identification and
management of risk. Strategic risks are recorded in a risk register
and are assessed and rated within a defined scoring
system.
The Risk Committee reports its
processes of risk management and rating of identified and emerging
risks to the Audit Committee. The risk register is reviewed and
updated every six months by the Director of Finance assisted by
members of the Risk Committee, and assesses inherent and emerging
risks the business faces, as well as the residual risk after
specific safeguards, mitigation and/or management actions have been
overlaid.
The risk register forms an appendix
to the report which details risks that have (i) an initial high
inherent risk rating and (ii) higher residual risk ratings. The
Board retains ultimate responsibility for determining and reviewing
the effectiveness of risk management but has delegated the process
to the Audit Committee which is assisted by the Risk Committee. The
Audit Committee agrees which risks are managed by management in
fulfilling its duties which is reviewed by the Risk
Committee.
The Board recognises that it has
limited ability to control a number of the external risks that the
Group faces, such as the macroeconomic environment and government
policy, but keeps the possible impact of such risks under review
and considers them as part of its decision-making
process.
Our risk management
structure
Structure
|
Responsibility
|
Board
|
Sets strategic objectives and
considers risk as part of this process.
Determines appropriate risk
appetite levels.
|
Audit Committee
|
Reports to the Board on the
effectiveness of risk management processes and controls:
· External audit
· Risk
surveys
· Health
and safety
· Insurance
· Need
for an internal audit function
|
Risk Committee
|
Reports to and assists the Audit
Committee, monitoring and reviewing:
·
Attitude to and appetite for risk and future risk
strategy
·
Company's systems of internal controls and risk
management
·
How risk is reported internally and
externally
·
Processes for compliance with law, regulators and
ethical codes of practice
·
Prevention of fraud
|
Senior management
|
Implements and monitors risk
mitigation processes:
·
Policies and procedures
·
Risk management and compliance
·
Key performance indicators
·
Specialist third-party reviews
|
Monitoring of identified and
emerging risks
In completing this assessment the
Board continues to monitor recently identified and emerging risks
and their potential impact on the Group. The manner in which we
have addressed the challenges of the last few years has
demonstrated the resilience of our business model, and our robust
risk management approach, to protect our business through periods
of uncertainty and adapt to a rapidly changing
environment.
Since the completion of our 2024
financial year, the interest rate market has remained volatile,
driven in part by the inauguration of President Trump in the US,
rising UK debt levels and the market's lack of confidence in the
Labour Government's longer term funding plans. However, despite
seeing 10 year gilts reach record highs of 4.9% in January 2025,
these rates have abated and at the time of writing are back at 4.6%
and there is quiet optimism in the market that there will be
several further interest rate cuts during 2025. We welcome the
Labour Government's commitment to the NHS together with its
manifesto pledge to reform primary care and look forward to the
government's proposal in the 10-Year Health Plan due later in
2025.
The potential adverse impact of
these factors on our business includes reduced demand for our
assets impacting property values in the investment market,
increased financing costs and our ability to continue to execute
our acquisition and development strategy which could impact our
rental income and earnings. The Board and key Committees have
overseen the Group's response to the impact of these challenges on
our business and the wider economic influences throughout the
year.
The Board has considered the
principal risks and uncertainties as set out in this Annual Report,
in light of the challenging macroeconomic environment, and does not
consider that the fundamental principal risks and uncertainties
facing the Group have changed. Whilst economic uncertainty remains
over the coming years, we have set out in our principal risk tables
on the following pages, an update on the changes to our principal
risks and expected impact on our business of the macroeconomic
uncertainty, along with the mitigating actions and controls we have
in place. The Group's continued ability to be flexible to adjust
and respond to these external risks as they evolve will be
fundamental to the future performance of our business.
The Board also considered, at its
annual Strategy Day, emerging risks affecting the current primary
care delivery model, in particular the impact of artificial
intelligence increasing cyber and security threats on our digital
technologies.
Mapping our key risks and residual
risk movement
We use a risk-scoring matrix to
ensure we take a consistent approach when assessing their overall
impact. Overall, we do not feel there has been any movement in the
types or quantum of risks PHP faces, given that despite volatility
in 2024 there remains quiet optimism of further interest rate cuts
during 2025, balanced against PHP's robust business model. The
residual risk exposures of the Company's principal risks are shown
in the heat map below, being the risk after mitigating actions have
been taken to reduce the initial inherent risks.
Grow property portfolio
1. Property
pricing and competition
2.
Financing
Manage effectively and
efficiently
3. Lease
expiry management
4.
People
5.
Responsible business
Diversified, long term
funding
6. Debt
financing
7. Interest
rates
Deliver progressive
returns
8. Potential
over-reliance on the NHS and HSE
9. Foreign
exchange risk
® Indicates
risk movement from last year
Principal risks and
uncertainties
The Board has undertaken a robust
assessment of the emerging and principal risks faced by the Group
that may threaten its business model, future performance, solvency
or liquidity and its ability to meet the overall objective of the
Group of delivering progressive returns to shareholders through a
combination of earnings growth and capital appreciation. As a
result of this assessment there have been no changes to the number
of principal risks faced by the business in the year, which are all
still deemed appropriate. These are set out below, presented within
the strategic objective that they impact:
Residual risk movement in the
year
á
Increased ßà Unchanged â Decreased Low 0-5 Medium 6-14 High
15-20
|
Grow property portfolio
|
|
1. Property pricing and
competition
ßà A C
D KPIs impacted
The primary care property
market continues to be attractive to investors attracted by the secure,
government backed income, low void rates and long lease.
The emergence of new purchasers in
the sector and the recent slowing in the level of approvals of new
centres in the UK may restrict the ability of the Group to secure
new investments.
|
Commentary on risk in the
year
In terms of values, the Group has
previously benefited from a flight to income as a consequence of
the wider economic uncertainty seen in previous years, with demand
increasing from investors seeking its long term, secure, government
backed cash flows against a backdrop of limited supply.
A revaluation deficit of £38.4
million was generated in the year, driven by NIY widening of 17bps
in the year.
Elevated interest rates, including
volatility, in particular, for gilts and bonds, have had a negative
impact on the property yields in the sector. This reduced investor
sentiment, competition and attractiveness of PHP's assets and
consequently impacted valuations.
|
Mitigation
The reputation and track record of
the Group in the sector mean it is able to source forward funded
developments and existing standing investments from developers,
investors and owner-occupiers.
As a result, the Group has several
formal pipeline agreements and long-standing development
relationships that provide an increased opportunity to secure
developments that come to market in the UK and Ireland.
Despite the unprecedented market
conditions faced, the Group continues to have a strong, identified
pipeline of investment opportunities in the UK and
Ireland.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
High
Likelihood is high and impact of
occurrence could be major.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
The Group's position within the
sector and commitment to and understanding of the asset class mean
PHP is aware of a high proportion of transactions in the market and
potential opportunities coming to market.
Active management of the property
portfolio generates regular opportunities to increase income and
lease terms and enhance value.
|
|
2. Financing
ßà G
H KPIs impacted
The Group uses a mix of shareholder
equity and external debt to fund its operations. A restriction on
the availability of funds would limit the Group's ability to fund
investment and development opportunities and implement
strategy.
Furthermore, a more general lack of
equity or debt available to the sector could reduce demand for
healthcare assets and therefore impact values.
|
Commentary on risk in the
year
The Company successfully completed
two debt refinances during the year, including a new £170 million
facility with Barclays and refinancing the £100 million revolving
credit facility with Lloyds for a further three years. Additionally
we extended both the HSBC £100 million and Santander £50 million
revolving credit facility by exercising the +1
extensions.
The credit margin agreed on this
new facility remains in line with previous facilities at c.1.6%,
reiterating the confidence in PHP's business model shown by
lenders.
The Group's undrawn facilities mean
it currently has headroom of £271 million.
All covenants have been met with
regard to the Group's debt facilities and these all remain
available for their contracted term.
|
Mitigation
Existing and new debt providers are
keen to provide funds to the sector and specifically to the Group,
attracted by the strength of its cash flows.
The Board monitors its capital
structure and maintains regular contact with existing and potential
equity investors and debt funders. Management also closely monitors
debt markets to formulate its most appropriate funding
structure.
The terms of the completed
revolving credit facilities are three years with the option to
extend for a further two years at the lender's
discretion.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
High
Likelihood is high and impact of
occurrence could be major.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
The Group takes positive action to
ensure continued availability of resource, maintains a prudent
ratio of debt and equity funding and refinances debt facilities in
advance of their maturity.
|
|
Manage effectively and
efficiently
|
|
3. Lease expiry
management
ßà E
F KPIs impacted
The bespoke nature of the Group's
assets can lead to limited alternative use. Their continued use as
fit-for-purpose medical centres is key to delivering the Group's
strategic objectives.
|
Commentary on risk in the
year
Lease terms for all property assets
will erode and the importance of active management to extend the
use of a building remains unchanged.
The amount of income that is
currently holding over or is expiring in the next three years has
increased from 11% to 15% in the year.
|
Mitigation
The asset and property management
teams meet with occupiers on a regular basis to discuss the
specific property and the tenants aspirations and needs for its
future occupation.
Six asset management projects
physically completed in the year, with a further ten projects on
site, enhancing income and extending occupational lease
terms.
In addition, there is a strong
pipeline of over 13 projects that will be progressed in 2025 and
the coming years.
Despite the income holding over or
expiring in the next three years increasing, all these leases are
expected to renew with 75% of these having agreed terms or are in
advanced discussions to renew the lease.
The increase is driven by a delay
in NHS approval as ICBs finalise their future estate strategies
together with the requirement for new rents to be approved by the
DV. We continue to maintain a close relationship with all parties
concerned and receive NHS rent reimbursement in a timely
manner.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
Likelihood of limited alternative
use value is moderate but the impact of such values could be
serious.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
Management employs an active asset
and property management programme and has a successful track record
of securing enhancement projects and securing new long term
leases.
|
|
4. People
ßà F KPI
impacted
The inability to attract, retain
and develop our people to ensure we have the appropriate skill base
in place in order for us to implement our strategy.
|
Commentary on risk in the
year
Whilst there was a change in senior
management during the year with the appointment of a new CEO, the
strong culture continued with staff attrition levels remaining
low.
Despite the overall real estate
market sentiment remaining muted in the year there is quiet
optimism as we look towards 2025, with the risk of losing the
highly skilled and specialist staff remaining.
|
Mitigation
Succession planning is in place for
all key positions and will be reviewed regularly by the Nomination
Committee.
Remuneration incentives are in
place such as bonuses and an LTIP for Executive Directors and
senior management to incentivise and motivate the team which are
renewed annually and benchmarked to the market.
Notice periods are in place for key
employees.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
Likelihood and potential impact
could be medium.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
The Remuneration Committee has
benchmarked remuneration with the help of remuneration consultants,
and reviewed and updated policies to ensure retention and
motivation of the management team.
|
|
5. Responsible business
ßà D E
H KPIs impacted
Risk of non-compliance with
responsible business practices, including climate mitigation and
ethical business consideration, not meeting stakeholders'
expectations, leading to possible reduced access to debt and
capital markets, weakened stakeholder relationships and
reputational damage.
|
Commentary on risk in the
year
Properties no longer meet
occupiers' expected environmental requirements.
Stakeholders including investors
and debt providers see ESG as a key issue and want to see a
sufficiently developed plan to decarbonise the property portfolio
and to operate to the highest standards of business ethics and due
diligence.
There is a risk that we may not
meet the hurdles sought by stakeholders including equity and debt
investors should PHP not focus enough on ESG matters, potentially
impacting the funding of the business significantly.
Additionally, political and
regulatory changes to corporate governance and disclosure, energy
efficiency and net zero carbon requirements are expected to be
mandated in the short to medium term. The recent introduction of
the Corporate Sustainability Reporting Directive ("CSRD") and
International Sustainability Standards Board ("ISSB"), amongst
other policies, is a key example of increasing requirements,
although not all are applicable to PHP at present.
|
Mitigation
PHP's ESG credentials remain at the
forefront of its strategic planning and it has established an ESG
Committee to review and drive the Group's ESG agenda forward.
During the year PHP has:
· worked
with Achilles to provide limited third-party assurance of our
disclosures and achieved certification to Toitu Carbon Reduce and
ISO 14064;
· provided staff training covering individual personal
development and ESG;
· commissioned third-party audits for development and
refurbishment projects to guard against the risks of modern slavery
and unethical supply chain standards;
· engaged with external experts to assess and inform our net
zero carbon approach for developments and
refurbishments;
· set,
monitored and reported sustainability targets and hurdles to ensure
acquired assets or asset management schemes meet specific ESG
criteria, with these same criteria aligned to investors and debt
providers;
· achieved EPC rating benchmarks to ensure compliance with the
Minimum Energy Efficiency Standard (''MEES'') that could otherwise
impact the quality and desirability of our assets, leading to
higher voids, lost income and reduced liquidity;
· worked
with its occupiers to improve the resilience of its assets to
climate change as well as with contractors which are required to
conform to PHP's sustainable development and refurbishment
requirements; and
· reported sustainability performance under EPRA sBPR
guidelines, reported to external rating benchmarks including GRESB
and CDP, and rated by MSCI and ISS ESG Corporate Rating.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
High
Likelihood is high and impact of
occurrence could be major.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
The Group is committed to meeting
its obligations in line with its Responsible Business Framework and
feels it has introduced sufficient mitigants to continue to deliver
its objectives.
|
Diversified, long term
funding
|
|
6. Debt financing
ßà G
H KPIs impacted
Without appropriate confirmed debt
facilities, PHP may be unable to meet current and future
commitments or repay or refinance debt facilities as they become
due.
|
Commentary on risk in the
year
Negotiations with lenders have
confirmed that the Group enjoys the confidence of the lending
markets both in terms of the traditional high street lenders and
the bond markets.
The Company successfully completed
two debt refinances during the year, including a new £170 million
facility with Barclays and refinancing the £100 million revolving
credit facility with Lloyds for a further three years.
Additionally, we extended both the HSBC £100 million and Santander
£50 million revolving credit facilities by exercising the +1
extensions.
|
Mitigation
Existing lenders remain keen to
finance PHP and new entrants to debt capital markets have increased
available resources. Credit margins agreed on the new facilities
and revolving credit facility +1 extensions in the year remained in
line with what has been achieved in previous years, reiterating the
confidence in PHP's business model shown by the lending
banks.
Management regularly monitors the
composition of the Group's debt portfolio to ensure compliance with
covenants and continued availability of funds.
Management regularly reports to the
Board on current debt positions and provides projections of future
covenant compliance to ensure early warning of any possible
issues.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
The likelihood of insufficient
facilities is moderate but the impact of such an event would be
serious.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
The Board regularly monitors the
facilities available to the Group and looks to refinance in advance
of any maturity. The Group is subject to the changing conditions of
debt capital markets.
|
|
7. Interest rates
ßà A B F G
H KPIs impacted
Adverse movement in underlying
interest rates could adversely affect the Group's earnings and cash
flows and could impact property valuations.
|
Commentary on risk in the
year
Despite three rate cuts during
2024, interest rates remained at elevated levels during the year,
driven mainly by the uncertain macroeconomic/political environment
in the UK and overseas in the period.
Since the completion of our 2024
financial year, the interest rate market has remained volatile,
driven in part by the inauguration of President Trump in the US,
rising UK debt levels and the market's lack of confidence in the
Labour government's longer term funding plans. Despite this there
is quiet optimism in the market that there will be several further
interest rate cuts during 2025.
Despite these risks we continue to
believe further significant reductions in primary care values are
likely to be limited with a stronger rental growth outlook
offsetting the impact of any further yield expansion.
Aside from the £150 million
convertible, there are no immediate refinances required until
2026.
|
Mitigation
The Group holds the majority of its
debt in long term, fixed rate loans and mitigates its exposure to
interest rate movements on floating rate facilities through the use
of interest rate swaps.
MtM valuations on debt and
derivative movements do not impact the Group's cash flows and are
not included in any covenant test in the Group's debt
facilities.
The Group continues to monitor and
consider further hedging opportunities in order to manage exposure
to rising interest rates.
Following the £200 million interest
rate swap put in place in January 2025 we are fully hedged,
effectively hedging out all of the current net debt drawn along
with providing protection for future debt required to meet capital
commitments.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
High
The likelihood of volatility in
interest rate markets is high and the potential impact if not
managed adequately could be major.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
The Group is currently well
protected against the risk of interest rate rises but, due to its
continued investment in new properties and the need to maintain
available facilities, is increasingly exposed to rising interest
rate levels.
Property values are still subject
to market conditions which will continue to be impacted by the
interest rate environment.
|
|
Deliver progressive
returns
|
|
8.
Potential over-reliance on the NHS and HSE
ßà D
C KPIs impacted
PHP invests in a niche asset sector
where changes in healthcare policy, the funding of primary care,
economic conditions and the availability of finance may adversely
affect the Group's portfolio valuation and performance.
|
Commentary on risk in the
year
The UK and Irish governments
continue to be committed to the development of primary care
services and initiatives to develop new models of care increasingly
focusing on greater utilisation of primary care.
Despite the UK's economic outlook
and the continued backlog of treatments created by the COVID-19
pandemic, staff shortages and recruitment issues that the NHS
faces, we expect the demand for health services to continue to
grow, driven by demographics. We welcome the new Labour
government's commitment to the NHS together with its manifesto
pledge to reform primary care along with a continuation of the
shift of services out of hospitals and into the community. Further
details on the government's proposals will be published in a new
10-Year Health Plan due later in spring 2025.
Whilst supported by the government,
the NHS, HSE and District Valuer do need to acknowledge that higher
build costs and inflation need to be reflected in future rent
settlements for new schemes to be economically viable.
|
Mitigation
The commitment to primary care is a
stated objective of both the UK and Irish governments. We await the
detail of how new Labour's commitment of spending £25 billion on
the NHS in future years will materialise into the primary care
sector. Never has the modernisation of the primary care estate been
more important in order to reduce the huge backlog of treatments
and to avoid patients being directed to understaffed and
over-burdened hospitals.
Management engages directly with
government and healthcare providers in both the UK and Ireland to
promote the need for continued investment in modern
premises.
This continued investment provides
attractive long term, secure income streams that characterise the
sector, leading to stability of values.
PHP continues to appraise and
invest in other adjacent, government funded healthcare related real
estate assets.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
Likelihood is low but impact of
occurrence may be major.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
Policy risk and general economic
conditions are out of the control of the Board, but proactive
measures are taken to monitor developments and to consider their
possible implications for the Group.
|
|
9. Foreign exchange risk
ßà A B C
D KPIs impacted
Income and expenditure that will be
derived from PHP's investments in Ireland will be denominated in
euros and may be affected unfavourably by fluctuations in currency
rates, impacting the Group's earnings and portfolio
valuation.
|
Commentary on risk in the
year
The Group now has 21 investments in
Ireland. Asset values, funding and net income are denominated in
euros.
The wider macroeconomic and
political environment across the world continues to cause exchange
rate volatility.
|
Mitigation
The Board has funded and will
continue to fund its investments in Ireland with euros to create a
natural hedge between asset values and liabilities in
Ireland.
To hedge out the euro denominated
income exposure post year end in January 2025 PHP entered into a
euro foreign exchange forward (fixed at €1.1459:£1) to cover net
annual income of €10 million per annum, which expires in January
2027.
Management closely monitors the
euro to GBP currency rates with its banks to formulate a formal
hedging strategy against Irish net cash flow.
|
|
Inherent risk rating
2 4 6 8 10 12 14 16 18
20
á
Medium
Likelihood of volatility is high
but the potential impact at present is low due to the quantum of
investment in Ireland, albeit this is increasing.
|
|
Residual risk rating
2 4 6 8 10 12 14 16 18
20
á
Low
PHP has implemented a natural
hedging strategy to cover balance sheet exposure and has hedged out
the income exposure for the period until January 2027.
|
|
|
|
|
|
|
Viability statement
In accordance with the 2018 UK
Corporate Governance Code, the Board has assessed the prospects of
the Group over the longer term, taking account of the Group's
current position, business strategy, principal risks and
outlook.
The Board believes the Company has
strong long term prospects, being well positioned to address the
need for better primary care health centres in the UK and
Ireland.
The Directors confirm that, as part
of their strategic planning and risk management processes, they
have undertaken an assessment of the viability of the Group,
considering the current position and the potential impact of the
principal risks and prospects over a three-year time horizon. Based
on this assessment, the Directors have a reasonable expectation
that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period to 31 December 2027.
Although individually the Group's assets may have relatively long
unexpired lease terms and will all have a defined asset management
strategy, the Board has undertaken its detailed financial review
over a three-year period because:
•
the Group's financial review and budgetary processes cover a
three-year look forward period; and
•
occupational leases within the Group's property portfolio typically
have a three-yearly rent review pattern and so modelling over this
period allows the Group's financial projections to include a full
cycle of reversion, arising from open market, fixed and
index-linked rent reviews.
The Group's financial review and
budgetary processes are based on an integrated model that projects
performance, cash flows, position and other key performance
indicators including earnings per share, leverage rates, net asset
values per share and REIT compliance over the review period. In
addition, the forecast model looks at the funding of the Group's
activities and its compliance with the financial covenant
requirements of its debt facilities. The model uses a number of key
parameters in generating its forecasts that reflect the Group's
strategy and operating processes and the Board's expectation of
market developments in the review period. In undertaking its
financial review, these parameters have been flexed to reflect
severe, but realistic, scenarios both individually and
collectively.
Sensitivities applied are derived
from the principal risks faced by the Group that could affect
solvency or liquidity.
The sensitivities applied are
generally the same as used for the 31 December 2023 year-end
financial statements which included a 10% decline in valuations and
15% tenant default rate. We believe these remain realistic,
reasonable worst-case scenarios, having seen an absolute valuation
decline of 1.4% in 2024.
Across our various loan facilities,
valuations will need to fall by a further £1.0 billion or 37%
before the loan to value covenants are impacted. During the year,
Bank of England base rates have started to fall from their peak of
5.25% to 4.50% at the time of writing, with the trend expecting to
continue as inflation is now in line with the target set by the
Bank of England. We therefore feel the increase in variable
interest rates should remain a sensitivity at 1%.
The sensitivities applied are as
follows:
•
declining attractiveness of the Group's assets or extenuating
economic circumstances impact investment values - valuation
parameter stress tested to provide for a one-off 10%/£278 million
fall in June 2025;
•
15% tenant default rate;
•
rental growth assumptions amended to see nil uplifts on open market
reviews;
•
variable rate interest rates rise by an immediate 1% effective from
1 January 2025; and
•
tightly controlled NHS scheme approval restricts investment
opportunity - investment quantum flexed to remove non-committed
transactions.
We have assessed the impact of these
assumptions on the Group's key financial metrics over the
assessment period including covenant compliance, profitability, net
debt, loan to value ratios and available financial headroom which
are as follows:
Key metrics at 31 December
2027
|
|
|
Loan to value ratio
|
48.1%
|
55.0%
|
Net debt
|
£1,323m
|
£1,442m
|
Interest cover ratio
|
3.1x
|
2.3x
|
Adjusted net assets
|
£1,403m
|
£1,156m
|
Available financial
headroom
|
|
|
All covenants have been monitored
throughout the viability period that has been assessed and were the
sensitivities to come to fruition, any breaches would be minor and
could be remedied with cash or property collateral.
In making its assessment, the Board
has made a number of specific assumptions that overlay the
financial parameters used in the Group's models. The Board has
assumed, in addition to the specific impact of new debt facilities,
the Group will be able to refinance or replace other debt
facilities that mature within the review period in advance of their
maturity and on terms similar to those at present. See Note 14 to
the financial statements for a profile of the Group's debt
maturity.
Mark Davies
Chief Executive Officer
27 February 2025
Directors' responsibility
statement
Statement of Directors'
responsibilities in respect of the Group and Company financial
statements
The Directors are responsible for
preparing the Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors
to prepare financial statements for each financial year. Under that
law the Directors are required to prepare the Group financial
statements in accordance with United Kingdom-adopted International
Accounting Standards. The financial statements also comply with
International Financial Reporting Standards ("IFRSs") as issued by
the International Accounting Standards Board ("IASB"). The
Directors have chosen to prepare the Parent Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and
applicable law), including FRS 101 Reduced Disclosure Framework.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that period.
In preparing the Parent Company
financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are reasonable and
prudent;
•
state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
•
prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in
business.
In preparing the Group financial
statements, International Accounting Standard 1 requires that the
Directors:
•
properly select and apply accounting policies;
•
present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
•
provide additional disclosures when compliance with the specific
requirements of the financial reporting framework are insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the entity's financial
position and financial performance; and
•
make an assessment of the Company's ability to continue as a going
concern.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in the
United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Responsibility statement
We confirm that to the best of our
knowledge:
•
the financial statements, prepared in accordance with the relevant
financial reporting framework, give a true and fair view of the
assets, liabilities, financial position and profit of the Company
and the undertakings included in the consolidation taken as a
whole;
•
the Strategic Report includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face; and
•
the Annual Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position,
performance, business model and strategy.
This responsibility statement was
approved by the Board of Directors on 27 February 2025 and is
signed on its behalf by:
Harry Hyman
Non-executive Chair
27 February 2025
Group statement of comprehensive
income
for the year ended 31 December
2024
|
|
|
|
Rental and related income
|
|
181.7
|
169.8
|
|
|
|
|
Net rental and related
income
|
3
|
155.7
|
151.0
|
Administrative expenses
|
|
(13.0)
|
(12.3)
|
Amortisation of intangible
assets
|
|
(0.9)
|
(0.9)
|
Axis acquisition costs and JSE
listing fees
|
|
-
|
(0.5)
|
Total administrative
expenses
|
4
|
(13.9)
|
(13.7)
|
Revaluation deficit on property
portfolio
|
|
|
|
Operating profit
|
4
|
103.4
|
84.3
|
Finance income
|
5
|
-
|
0.2
|
Finance costs
|
6a
|
(46.8)
|
(45.2)
|
Early termination on
bonds
|
|
(2.0)
|
-
|
Fair value loss on derivative
interest rate swaps and amortisation of hedging reserve
|
6b
|
(7.0)
|
(8.4)
|
Fair value loss on convertible
bond
|
|
|
|
Profit before taxation
|
|
47.0
|
26.1
|
|
|
|
|
|
|
|
|
Other comprehensive
income:
|
|
|
|
Items that may be reclassified
subsequently to profit and loss
|
|
|
|
Amortisation of hedging
reserve
|
21
|
2.5
|
4.1
|
Exchange loss on translation of
foreign balances
|
|
|
|
Other comprehensive income net of
tax1
|
|
|
|
Total comprehensive income net of
tax1
|
|
|
|
IFRS earnings per share
|
|
|
|
Basic
|
8
|
3.1p
|
2.0p
|
|
|
|
|
Adjusted earnings per
share2
|
|
|
|
Basic
|
8
|
7.0p
|
6.8p
|
|
|
|
|
1 Wholly attributable to
equity shareholders of Primary Health Properties PLC.
2 See Glossary of terms on
pages 166 to 168.
The above relates wholly to
continuing operations.
Group balance sheet
at 31 December 2024
|
|
|
|
Non-current assets
|
|
|
|
Investment properties
|
10
|
2,750.1
|
2,779.3
|
Derivative interest rate
swaps
|
16
|
-
|
0.9
|
Intangible assets
|
|
5.3
|
6.2
|
Property, plant and
equipment
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
Properties held for sale
|
10
|
3.0
|
-
|
Trade and other
receivables
|
11
|
27.7
|
24.9
|
Cash and cash equivalents
|
12
|
3.5
|
3.2
|
Derivative interest rate
swaps
|
16
|
0.2
|
10.5
|
Developments work in
progress
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Deferred rental income
|
|
(31.4)
|
(30.4)
|
Trade and other payables
|
13
|
(30.6)
|
(31.7)
|
Borrowings: term loans and
overdraft
|
14a
|
(3.4)
|
(2.4)
|
Borrowings: bonds
|
14b
|
(148.3)
|
-
|
Derivative interest rate
swaps
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
Borrowings: term loans and
overdraft
|
14a
|
(757.2)
|
(664.5)
|
Borrowings: bonds
|
14b
|
(429.3)
|
(656.4)
|
Head lease liabilities
|
15
|
(3.0)
|
(3.0)
|
Trade and other payables
|
13
|
(3.1)
|
(4.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
18
|
167.1
|
167.1
|
Share premium account
|
19
|
479.4
|
479.4
|
Merger and other reserves
|
20
|
415.2
|
415.3
|
Hedging reserve
|
21
|
(4.5)
|
(7.0)
|
|
|
|
|
|
|
|
|
Net asset value per
share
|
|
|
|
IFRS net assets - basic and
diluted
|
8
|
103.0p
|
106.5p
|
Adjusted net tangible
assets2 - basic
|
8
|
105.0p
|
108.0p
|
Adjusted net tangible
assets2 - diluted
|
|
|
|
1 Wholly attributable to
equity shareholders of Primary Health Properties PLC.
2 See Glossary of terms on
pages 166 to 168.
These financial statements were
approved by the Board of Directors on 27 February 2025 and signed
on its behalf by:
Richard Howell
Chief Financial Officer
Registered in England Number:
3033634
Group cash flow statement
for the year ended 31 December
2024
|
|
|
|
Operating activities
|
|
|
|
Profit on ordinary activities after
tax
|
|
41.4
|
27.3
|
Adjustments to reconcile to
operating profit before financing costs:
|
|
|
|
Taxation charge/(credit)
|
7
|
5.6
|
(1.2)
|
Finance income
|
5
|
-
|
(0.2)
|
Finance costs including early
termination fees
|
6a
|
48.8
|
45.2
|
Fair value loss on derivative
interest rate swaps and amortisation of hedging reserve
|
6b
|
7.0
|
8.4
|
Fair value loss on convertible
bond
|
|
|
|
Operating profit before financing
costs
|
|
103.4
|
84.3
|
Adjustments to reconcile Group
operating profit before financing costs to net cash flows from
operating activities:
|
|
|
|
Revaluation deficit on property
portfolio
|
10
|
38.4
|
53.0
|
Axis acquisition costs and JSE
listings fees
|
|
-
|
0.5
|
Amortisation of intangible
assets
|
|
0.9
|
0.9
|
Fixed rent uplift
|
|
(0.4)
|
(0.7)
|
Tax (paid)
|
|
(0.1)
|
(0.3)
|
Increase in trade and other
receivables
|
|
(3.4)
|
(7.1)
|
(Decrease)/increase in trade and
other payables
|
|
|
|
Net cash flow from operating
activities
|
|
|
|
Investing activities
|
|
|
|
Payments to acquire and improve
investment properties and fixed assets
|
|
(20.6)
|
(39.5)
|
Cash paid for acquisition of
Axis
|
|
|
|
Net cash flow used in investing
activities
|
|
|
|
Financing activities
|
|
|
|
Term bank loan drawdowns
|
14
|
306.6
|
282.4
|
Term bank loan repayments
|
14
|
(278.9)
|
(300.0)
|
Proceeds from bond issues
|
14
|
-
|
41.2
|
Loan/bond arrangement and early
termination fees
|
|
(3.8)
|
(1.8)
|
Purchase of derivative financial
instruments
|
|
-
|
(1.9)
|
Net interest paid and similar
charges
|
|
(46.1)
|
(45.3)
|
|
|
|
|
Net cash flow from financing
activities
|
|
|
|
Decrease in cash and cash
equivalents for the year
|
|
0.3
|
(25.9)
|
Cash and cash equivalents at start
of year
|
|
|
|
Cash and cash equivalents at end of
year
|
|
|
|
Group statement of changes in
equity
for the year ended 31 December
2024
|
|
|
Merger
and
other
reserves
£m
|
|
|
|
1 January 2024
|
167.1
|
479.4
|
415.3
|
(7.0 )
|
369.1
|
1,423.9
|
Profit for the year
|
-
|
-
|
-
|
-
|
41.4
|
41.4
|
Other comprehensive
income
|
|
|
|
|
|
|
Amortisation of hedging
reserve
|
-
|
-
|
-
|
2.5
|
-
|
2.5
|
Exchange loss on translation of
foreign balances
|
|
|
|
|
|
|
Total comprehensive
income
|
-
|
-
|
(0.1 )
|
2.5
|
41.4
|
43.8
|
Share-based awards
("LTIP")
|
-
|
-
|
-
|
-
|
0.4
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger
and
other
reserves
£m
|
|
|
|
1 January 2023
|
167.1
|
479.4
|
416.7
|
(11.1 )
|
430.1
|
1,482.2
|
Profit for the year
|
-
|
-
|
-
|
-
|
27.3
|
27.3
|
Other comprehensive
income
|
|
|
|
|
|
|
Amortisation of hedging
reserve
|
-
|
-
|
-
|
4.1
|
-
|
4.1
|
Exchange (loss)/gain on translation
of foreign balances
|
|
|
|
|
|
|
Total comprehensive
income
|
-
|
-
|
(1.4 )
|
4.1
|
28.4
|
31.1
|
Share-based awards
("LTIP")
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the financial
statements
1. Corporate information
The Group's financial statements for
the year ended 31 December 2024 were approved by the Board of
Directors on 27 February 2025 and the Group Balance Sheet was
signed on the Board's behalf by the Chief Financial Officer,
Richard Howell. Primary Health Properties PLC is a public limited
company incorporated in England and Wales and domiciled in the
United Kingdom, limited by shares. The Company's Ordinary Shares
are admitted to the Official List of the UK Listing Authority, a
division of the Financial Conduct Authority, and traded on the
London Stock Exchange.
2. Accounting policies
2.1 Basis of preparation
The consolidated financial
statements have been prepared in accordance with UK adopted
international accounting standards in conformity with the
requirements of the Companies Act 2006 and with International
Financial Reporting Standards ("IFRS") as issued by the IASB. The
Group's financial statements have been prepared on the historical
cost basis, except for investment properties, including investment
properties under construction and land, the convertible bond and
derivative financial instruments that have been measured at fair
value. The Group's financial statements are prepared on the going
concern basis and presented in sterling rounded to the nearest
million. These results for the year ending 31 December 2024 have
been extracted from the audited accounts which have not yet been
delivered to the Registrar of Companies. The financial statements
set out in this announcement do not constitute statutory accounts
for the year ending 31 December 2024 or 31 December 2023. The
financial information for the year ending 31 December 2024 is
derived from the statutory accounts for that year. The report of
the auditors on the statutory accounts for the year ending 31
December 2024 was unqualified and did not contain a statement under
Section 498 of the Companies Act 2006.
Statement of compliance
The consolidated financial
statements for the Group have been prepared in accordance with
United Kingdom-adopted International Accounting Standards and
applied in accordance with the Companies Act 2006.
2.2 Standards adopted during the
year
The accounting policies adopted are
consistent with those of the previous financial year except for the
following new and amended IFRSs effective for the Group as of 1
January 2024.
Amendments to IAS 1 Non-current
liabilities with covenants
On 31 October 2022, the IASB issued
Non-current liabilities with covenants (Amendments to IAS 1) to
clarify how conditions with which an entity must comply within
twelve months after the reporting period affect the classification
of a liability. Under the amendments to the standard, the
classification of certain liabilities as current or non-current may
change and companies may need to provide new disclosures for
liabilities subject to covenants.
Amendments to IFRS 16 Lease
liability in a sale and leaseback
On 22 September 2022, the IASB
issued Lease liability in a sale and leaseback (Amendments to IFRS
16) with amendments that clarify how a seller-lessee subsequently
measures sale and leaseback transactions that satisfy the
requirements in IFRS 15 to be accounted for as a sale.
None of the above have had a
significant effect on the consolidated financial statements of the
Group.
2.3 Summary of significant
accounting policies
Basis of consolidation
The Group's financial statements
consolidate the financial statements of Primary Health Properties
PLC and its wholly owned subsidiary undertakings. Subsidiaries are
consolidated from the date of their acquisition, being the date on
which the Group obtained control, and continue to be consolidated
until the date that such control ceases. Control is exercised if
and only if an investor has all the following: power over an
investee; exposure, or rights, to variable returns from its
involvement with the investee; and the ability to use its power
over the investee to affect the amount of the investor's returns.
The financial statements of the subsidiary undertakings are
prepared for the accounting reference period ending 31 December
each year using consistent accounting policies. All intercompany
balances and transactions, including unrealised profits arising
from them, are eliminated on consolidation.
The individual financial statements
of Primary Health Properties PLC and each of its subsidiary
undertakings will be prepared under FRS 101. The use of IFRSs at
Group level does not affect the distributable reserves available to
the Group.
Segmental reporting
The Directors are of the opinion
that the Group is engaged in a single segment of business, being
investment property in the United Kingdom and Ireland leased
principally to GPs, government healthcare organisations and other
associated healthcare users.
Foreign currency
transactions
Each Group company presents its
individual financial statements in its functional currency. The
functional currency of all UK subsidiaries (with the exception of
PHP Euro Private Placement Limited and MXF Properties Ireland
Limited which operate in euros) is sterling and the functional
currency of Primary Health Properties ICAV and Axis Real Estate
Group, our Irish domiciled subsidiaries, is the euro.
Transactions in currencies other
than an individual entity's functional currency ("foreign
currencies") are recognised at the applicable exchange rate ruling
on the transaction date. Exchange differences resulting from
settling these transactions, or from retranslating monetary assets
and liabilities denominated in foreign currencies, are included in
the Group Statement of Comprehensive Income.
Foreign operations
In preparing the Group's
consolidated financial statements, the assets and liabilities of
foreign entities are translated into sterling at exchange rates
prevailing on the balance sheet date. The income, expenses and cash
flows of a foreign entity are translated at the average exchange
rate for the period, unless exchange rates fluctuate significantly
during the period, in which case the exchange rates at the date of
transactions are used.
The exchange rates used to translate
foreign currency amounts in 2024 are as follows:
•
Group Balance Sheet: £1 = €1.209 (2023: €1.15355).
•
Group Statement of Comprehensive Income: £1 = €1.18153 (2023:
€1.15977).
Investment properties and investment
properties under construction
The Group's investment properties
are held for long term investment. Investment properties and those
under construction are initially measured at cost, including
transaction costs. Subsequent to initial recognition, investment
properties and investment properties under construction are stated
at fair value based on market data and a professional valuation
made as of each reporting date. The fair value of investment
property does not reflect future capital expenditure that will
improve or enhance the property and does not reflect future
benefits from this future expenditure.
Gains or losses arising from changes
in the fair value of investment properties and investment
properties under construction are included in the Group Statement
of Comprehensive Income in the year in which they arise.
Investment properties are recognised
on acquisition upon completion of contract, which is when control
of the asset passes to the Group. Investment properties cease to be
recognised when control of the property passes to the purchaser,
which is upon completion of the sales contract. Any gains and
losses arising are recognised in the Group Statement of
Comprehensive Income in the year of disposal.
All costs associated with the
purchase and construction of investment properties under
construction are capitalised including attributable interest and
staff costs. Interest is calculated on the expenditure by reference
to the average rate of interest on the Group's borrowings. When
properties under construction are completed, the capitalisation of
costs ceases and they are reclassified as investment
properties.
The Group may enter into a forward
funding agreement with third-party developers in respect of certain
properties under development. In accordance with these agreements,
the Group will make monthly stage payments to the developer based
on certified works on site at that time. Interest is charged to the
developer on all stage payments made during the construction period
and on the cost of the land acquired by the Group at the outset of
the development and taken to the Group Statement of Comprehensive
Income in the year in which it accrues.
Property acquisitions and business
combinations
Where a property is acquired through
the acquisition of corporate interests, the Board considers the
substance of the assets and activities of the acquired entity in
determining whether the acquisition represents the acquisition of a
business.
Where properties are acquired
through the purchase of a corporate entity but the transaction does
not meet the definition of a business combination under IFRS 3, the
purchase is treated as an asset acquisition. Where the acquisition
is considered a business combination, the excess of the
consideration transferred over the fair value of assets and
liabilities acquired is held as goodwill, initially recognised at
cost with subsequent impairment assessments completed at least
annually. Where the initial calculation of goodwill arising is
negative, this is recognised immediately in the Group Statement of
Comprehensive Income. Rather, the cost to acquire the corporate
entity is allocated between the identifiable assets and liabilities
of the entity based on their relative fair values on the
acquisition date. Accordingly, no goodwill or additional deferred
taxation arises. Where any excess of the purchase price of business
combinations over the fair value of the assets, liabilities and
contingent liabilities is acquired, goodwill is recognised. This is
recognised as an asset and is reviewed for impairment at least
annually. Any impairment is recognised immediately in the Group
Statement of Comprehensive Income.
Gains on sale of
properties
Gains on sale of properties are
recognised on the completion of the contract, and are calculated by
reference to the carrying value at the end of the previous
reporting period, adjusted for subsequent capital expenditure and
sale costs.
Net rental income
Rental income arising from operating
leases on investment properties is accounted for on a straight line
basis over the lease term. An adjustment to rental income is
recognised from the rent review date of each lease in relation to
unsettled rent reviews. Such adjustments are accrued at 100% (2023:
100%) of the additional rental income that is expected to result
from the review. For leases which contain fixed or minimum deemed
uplifts, the rental income is recognised on a straight line basis
over the lease term. Incentives for lessees to enter into lease
agreements are spread evenly over the lease terms, even if the
payments are not made on such a basis. Rental income is measured at
the fair value of the consideration receivable, excluding
discounts, rebates, VAT and other sales taxes or duty. Net rental
income is the rental income receivable in the period after payment
of direct property costs.
Interest income
Interest income is recognised as
interest accrues, using the effective interest method (that is, the
rate that exactly discounts estimated future cash receipts through
the expected life of the financial instrument to the net carrying
amount of the financial asset).
Financial instruments under IFRS
9
Trade receivables
Trade receivables are recognised at
their transaction price and carried at amortised cost as the
Group's business model is to collect the contractual cash flows due
from tenants which are solely the payment of principal and
interest. A loss allowance is made based on the expected credit
loss model which reflects the Group's historical credit loss
experience over the past three years but also reflects the lifetime
expected credit loss.
Cash and cash equivalents
Cash and cash equivalents are
defined as cash and short term deposits, with an original maturity
of three months or less, measured at amortised cost.
Trade and other payables
Trade payables are initially
recognised at fair value and subsequently measured at amortised
cost inclusive of any VAT that may be applicable.
Bank loans and borrowings
All loans and borrowings are
initially measured at fair value less directly attributable
transaction costs. After initial recognition, all interest-bearing
loans and borrowings are subsequently measured at amortised cost,
using the effective interest method.
The interest due and unpaid is
accrued at the end of the year and presented as a current liability
within trade and other payables.
Borrowing costs
Borrowing costs that are separately
identifiable and directly attributable to the acquisition or
construction of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are
capitalised as part of the cost of the respective assets. All other
borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs the Group
incurs in connection with the borrowing of funds.
Convertible bond
The convertible bond is designated
as "at fair value through profit or loss" and so is presented on
the Group Balance Sheet at fair value with all gains and losses,
including the write-off of issuance costs, recognised in the Group
Statement of Comprehensive Income. The fair value of the
convertible bond is assessed in accordance with level 1 valuation
techniques as set out within "Fair value measurements" within these
accounting policies. The interest charge in respect of the coupon
rate on the bond has been recognised within the underlying
component of net financing costs on an accruals basis. Refer to
Note 14b for further details. The amount of the change in fair
value of the financial liability designated at fair value through
profit or loss that is attributable to changes in credit risk will
be recognised in other comprehensive income.
De-recognition of financial assets
and liabilities
Financial assets
A financial asset (or where
applicable a part of a financial asset or part of a group of
similar financial assets) is de-recognised where:
•
the rights to receive cash flows from the asset have expired;
or
•
the Group retains the right to receive cash flows from the asset,
but has assumed an obligation to pay them in full without material
delay to a third party under a "pass-through" arrangement;
or
•
the Group has transferred its right to receive cash flows from the
asset and either: (a) has transferred substantially all the risks
and rewards of the asset; or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but
has transferred control of the asset; or
•
the cash flows are significantly modified.
Where the Group has transferred its
rights to receive cash flows from an asset and has neither
transferred nor retained substantially all the risks and rewards of
the asset nor transferred control of the asset, the asset is
recognised to the extent of the Group's continuing involvement in
the asset. Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at the lower of
the original carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.
Financial liabilities
A financial liability is
de-recognised when the obligation under the liability is discharged
or cancelled or expires.
Where an existing financial
liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing
liability are substantially modified, such an exchange or
modification is treated as a de-recognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in
profit or loss.
When the exchange or modification of
an existing financial liability is not accounted for as an
extinguishment, any costs or fees incurred adjust the liability's
carrying amount and are amortised over the modified liability's
remaining term and any difference in the carrying amount after
modification is recognised as a modification gain or
loss.
Hedge accounting
At the inception of a transaction
the Group documents the relationship between hedging instruments
and hedged items, as well as its risk management objectives and
strategy for undertaking various hedging transactions. The Group
also documents its assessment, both at inception and on an ongoing
basis.
For cash flow hedging, the Group
monitors the hedging instrument to check it continues to meet the
criteria of IAS 39, having applied the practical expedient on
transition, for being described as "highly effective" in offsetting
changes in the fair values or cash flows of hedged
items.
For net investment hedge
relationships, the Group monitors the hedging instrument to check
it continues to meet the criteria of IAS 39 for being described as
"highly effective".
Derivative financial instruments
(the "derivatives")
The Group uses interest rate swaps
to help manage its interest rate risk.
All interest rate derivatives are
initially recognised at fair value at the date the derivative is
entered into and are subsequently remeasured at fair value. The
fair values of the Group's interest rate swaps are calculated by
Chatham (formally JCRA), an independent specialist which provides
treasury management services to the Group.
The method of recognising the
resulting gain or loss depends on whether the derivative is
designated as an effective hedging instrument:
•
Where a derivative is designated as a hedge of the variability of a
highly probable forecast transaction, such as an interest payment,
the element of the gain or loss on the derivative that is an
"effective" hedge is recognised directly in equity. When the
forecast transaction subsequently results in the recognition of a
financial asset or a financial liability, the associated gains or
losses that were recognised directly in the cash flow hedging
reserve are reclassified into the Group Statement of Comprehensive
Income in the same period or periods during which the asset
acquired or liability assumed affects the Group Statement of
Comprehensive Income, i.e. when interest income or expense is
recognised.
•
The gain or loss on derivatives that do not meet the strict
criteria for being "effective" and so do not qualify for hedge
accounting and the non-qualifying element of derivatives that do
qualify for hedge accounting are recognised in the Group Statement
of Comprehensive Income immediately. The treatment does not alter
the fact that the derivatives are economic hedges of the underlying
transaction.
For swaps that have been cancelled
which previously qualified for hedge accounting, the remaining
value within the cash flow hedging reserve at the date of
cancellation is recycled to the Group Statement of Comprehensive
Income on a straight line basis from the date of cancellation to
the original swap expiry date where the hedged transaction is still
expected to occur. If the swaps have been cancelled and the hedged
transaction is no longer expected to occur, the amount accumulated
in the hedging reserve is reclassified to profit and loss
immediately.
Tax
Taxation on the profit or loss for
the period not exempt under UK REIT regulations comprises current
and deferred tax. Taxation is recognised in the Group Statement of
Comprehensive Income except to the extent that it relates to items
recognised as direct movements in equity, in which case it is also
recognised as a direct movement in equity.
Current tax is the expected tax
payable on any non-REIT taxable income for the period, using tax
rates enacted or substantively enacted at the balance sheet date,
and any adjustment to tax payable in respect of previous
years.
Fair value measurements
The Group measures certain financial
instruments, such as derivatives, the Group's convertible bond and
non-financial assets such as investment property, at fair value at
the end of each reporting period. Also, fair values of financial
instruments measured at amortised cost are disclosed in the
financial statements.
Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes
place either:
•
in the principal market for the asset or liability; or
•
in the absence of a principal market, in the most advantageous
market for the asset or liability.
The Group must be able to access the
principal or the most advantageous market at the measurement
date.
The fair value of an asset or
liability is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming that market participants act in their economic best
interest.
A fair value measurement of a
non-financial asset takes into account a market participant's
ability to generate economic benefits using the asset in its
highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Group uses valuation techniques
at three levels that are appropriate in the circumstances and for
which sufficient data is available to measure fair value,
maximising the use of relevant observable inputs and minimising the
use of unobservable inputs significant to the fair value
measurement as a whole:
Level 1: Quoted
(unadjusted) market prices in active markets for identical assets
or liabilities.
Level 2: Valuation
techniques for which the lowest level input that is significant to
the fair value measurement is directly or indirectly
observable.
Level 3: Valuation
techniques for which the lowest input that is significant to the
fair value measurement is unobservable.
For assets and liabilities that are
recognised in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in
the hierarchy by reassessing categorisation at the end of each
reporting period.
Leases - Group as a
lessor
The vast majority of the Group's
properties are leased out under operating leases and are included
within investment properties. Rental income, including the effect
of lease incentives, is recognised on a straight line basis over
the lease term.
Where the Group transfers
substantially all the risks and benefits of ownership of the asset,
the arrangement is classified as a finance lease and a receivable
is recognised for the initial direct costs of the lease and the
present value of the minimum lease payments. Finance income is
recognised in the Group Statement of Comprehensive Income so as to
achieve a constant rate of return on the remaining net investment
in the lease. Interest income on finance leases is restricted to
the amount of interest actually received.
Employee costs
Defined contribution pension
plans
Obligations for contributions to
defined contribution pension plans are charged to the Group
Statement of Comprehensive Income as incurred.
Share-based employee
remuneration
The fair value of equity-settled
share-based payments to employees is determined with reference to
the fair value of the equity instruments at the date of grant and
is expensed on a straight line basis over the vesting period, based
on the Group's estimate of shares or options that will eventually
vest. The fair value of awards is equal to the market value at
grant date.
Capitalised salaries
Certain internal staff and
associated costs directly attributable to the management of major
projects are capitalised. Internal staff costs are capitalised from
the start of the project until the date of practical
completion.
Properties held for sale
Investment property (and disposal
groups) classified as held for sale are measured at fair value
consistent with other investment properties.
Investment property and disposal
groups are classified as held for sale if their carrying amount
will be recovered through a sale transaction rather than through
continuing use. This condition is regarded as met only when the
sale is highly probable, and the asset (or disposal group) is
available for immediate sale in its present condition. Management
must be committed to the sale which should be expected to qualify
for recognition as a completed sale within one year from the date
of classification.
Capitalised costs
A capitalised cost is an expense
added to the cost basis of a fixed asset on the balance sheet.
Capitalised costs are incurred when purchasing fixed assets
following the matching principle of accounting to record expenses
in the same period as related revenues or useful life of an asset.
The historical costs are recorded on the balance sheet and
depreciated over the useful life of an asset.
Intangible assets
Contract-based intangible assets
comprise the value of customer contracts arising on business
combinations. Intangible assets arising on business combinations
are initially recognised at fair value. Intangible assets arising
on business combinations are amortised on a straight line basis to
the Group Statement of Comprehensive Income over their expected
useful lives, and are carried at amortised historical
cost.
2.4 Significant accounting estimates
and judgements
The preparation of the Group
financial statements requires management to make a number of
estimates and judgements that affect the reported amounts of assets
and liabilities and may differ from future actual results. The
estimates and judgements that are considered most critical and that
have a significant inherent risk of causing a material adjustment
to the carrying amounts of assets and liabilities are:
a) Estimates
Fair value of investment
properties
Investment properties include: (i)
completed investment properties; and (ii) investment properties
under construction. Completed investment properties comprise real
estate held by the Group or leased by the Group under a finance
lease in order to earn rental income or for capital appreciation,
or both. Investment properties under construction are not material
and therefore there is no estimation uncertainty.
The fair market value of a property
is deemed by the independent property valuer appointed by the Group
to be the estimated amount for which a property should exchange, on
the date of valuation, in an arm's length transaction. Properties
have been valued on an individual basis, assuming that they will be
sold individually over time. Allowances are made to reflect the
purchaser's costs of professional fees and stamp duty and
tax.
In accordance with RICS Appraisal
and Valuation Standards, factors taken into account are current
market conditions, annual rentals, state of repair, ground
stability, contamination issues and fire and health and safety
legislation. Refer to Note 10 of the financial statements which
includes further information on the fair value assumptions and
sensitivities.
Fair value of derivatives
In accordance with IFRS 9, the Group
values its derivative financial instruments at fair value. Fair
value is estimated by Chatham on behalf of the Group, using a
number of assumptions based upon market rates and discounted future
cash flows. The derivative financial instruments have been valued
by reference to the mid price of the yield curve prevailing on 31
December 2024. Fair value represents the net present value of the
difference between the cash flows produced by the contracted rate
and the valuation rate. Refer to Note 16 of the financial
statements.
b) Judgements
In the process of applying the
Group's accounting policies, which are described above, the
Directors do not consider there to be significant judgements
applied with regard to the policies adopted.
2.5 Standards issued but not yet
effective
At the date of authorisation of
these financial statements, the Group has not applied the following
new and revised IFRSs that have been issued but are not yet
effective and in some cases have not yet been adopted by the
UK:
•
amendments to IAS 21 Lack of exchangeability;
•
amendments to SASB standards;
•
amendments to the classification and measurement of financial
instruments (amendments to IFRS 9 and IFRS 7); and
•
amendments to IFRS 18 Presentation and disclosures in financial
statements.
A number of new standards and
amendments to standards and interpretations are effective for
annual periods beginning on or after 1 January 2025, but are not
yet applicable to the Group and have not been applied in preparing
these consolidated financial statements. None of these are expected
to have a significant effect on the consolidated financial
statements of the Group.
3. Rental and related
income
Revenue comprises rental income
receivable on property investments in the UK and Ireland, which is
exclusive of VAT, plus facilities and properties management income.
Revenue is derived from one reportable operating segment, with
£139.8 million and £14.1 million of contracted rent roll derived
from the UK and Ireland respectively. Details of the lease income
are given below.
Group as a lessor
a) The future minimum lease payments
under non-cancellable operating leases receivable by the Group are
as follows:
b) The rental income earned on
operating leases is recognised on a straight line basis over the
lease term.
The Group leases medical centres to
GPs, NHS organisations, the HSE in Ireland and other healthcare
users, typically on long term occupational leases which provide for
regular reviews of rent on an effectively upwards-only
basis.
4. Group operating profit
Operating profit is stated after
charging administrative expense of £13.0 million (31 December 2023:
£12.3 million) and amortisation of intangible assets of £0.9
million (31 December 2023: £0.9 million). Administrative expenses
as a proportion of rental and related income were 7.2% (31 December
2023: 7.2%). The Group's EPRA cost ratio has increased to 10.8%,
compared to 10.7% for the same period in 2023.
Administrative expenses include
staff costs of £7.9 million (31 December 2023: £7.5
million).
In 2023 PHP acquired Axis, an Irish
property management business. In the period Axis contributed £11.3
million (2023: £5.7 million) of related income and incurred direct
property expenses of £9.2 million (2023: £3.9 million),
contributing £2.1 million (2023: £1.8 million) of net related
income. After the deduction of £0.9 million (2023: £0.7 million) of
administrative expenses Axis generated an operating profit of £1.2
million (2023: £1.1 million).
Group operating profit is stated
after charging:
|
|
|
Administrative expenses
including:
|
|
|
Staff costs (Note 4a)
|
7.9
|
7.5
|
|
|
|
Audit fees
|
|
|
Fees payable to the Company's
auditor and its associates for the audit of the Company's annual
accounts
|
0.5
|
0.5
|
Fees payable to the Company's
auditor and its associates for the audit of the Company's
subsidiaries
|
|
|
|
|
|
Total audit and assurance
services
|
|
|
Non-audit fees
|
|
|
Fees payable to the Company's
auditor and its associates for the interim review
|
0.1
|
0.1
|
|
|
|
|
|
|
|
|
|
Please refer to page 80 of the
Annual Report for analysis of non-audit fees.
a) Staff costs
|
|
|
Wages and salaries
|
8.0
|
7.9
|
Less staff costs capitalised in
respect of development and asset management projects
|
(1.7)
|
(1.5)
|
Social security costs
|
0.7
|
0.7
|
Pension costs
|
0.3
|
0.3
|
Equity-settled share-based
payments
|
|
|
|
|
|
In addition to the above, there were
£0.9 million (31 December 2023: £0.9 million) of direct salaries
recognised within property costs for Axis employees. The Group
operates a defined contribution pension scheme for all employees.
The Group contribution to the scheme during the year was £0.3
million (2023: £0.3 million), which represents the total expense
recognised through the Group Statement of Comprehensive Income. As
at 31 December 2024, there were no contributions (2023: £nil) due
in respect of the reporting period that had not been paid over to
the plan.
The average monthly number of Group
employees during the year was 60 which included 55 full-time and
five part-time employees (2023: 62 which included 60 full time and
two part time), and as at 31 December 2024 was 60 (2023: 58). In
addition to this, the average number of employees in the Axis team
during the year was 28 (2023: 27), with 27 (2023: 28) employees as
at 31 December 2024.
The Executive Directors and
Non-executive Directors are the key management personnel. Full
disclosure of Directors' emoluments, as required by the Companies
Act 2006, can be found in the Annual Report on pages 87 to
107.
The Group's equity-settled
share-based payments comprise the following:
|
|
Long Term Incentive Plan
("LTIP")
|
Face
value at grant date
|
Save As You Earn ("SAYE")
|
|
The Group expenses an estimate of
how many shares are likely to vest based on the market price at the
date of grant, taking account of expected performance against the
relevant performance targets and service periods, which are
discussed in further detail in the Remuneration Report.
5. Finance income
|
|
|
Interest income on financial
assets
|
|
|
Development loan interest
|
|
|
|
|
|
6. Finance costs
|
|
|
Interest expense and similar
charges on financial liabilities
|
|
|
a) Interest
|
|
|
Bank loan interest
|
29.5
|
27.4
|
Swap interest
|
(5.0)
|
(4.6)
|
Bond interest
|
20.5
|
20.0
|
Bank facility non-utilisation
fees
|
2.2
|
2.2
|
Bank charges and loan arrangement
fees
|
|
|
|
50.4
|
48.3
|
|
|
|
|
49.8
|
48.2
|
Amortisation of MedicX debt MtM on
acquisition
|
|
|
|
|
|
|
|
|
b) Derivatives
|
|
|
Net fair value loss on interest rate
swaps
|
4.5
|
4.3
|
Amortisation of cash flow hedging
reserve
|
|
|
|
|
|
The fair value movement on
derivatives recognised in the Group Statement of Comprehensive
Income has arisen from the interest rate swaps for which hedge
accounting does not apply.
|
|
|
c) Convertible bond
|
|
|
Fair value loss on existing
convertible bond
|
|
|
|
|
|
The fair value movement in the
convertible bond is recognised in the Group Statement of
Comprehensive Income within profit before taxation and is excluded
from the calculation of EPRA earnings and EPRA NTA. Refer to Note
14 for further details about the convertible bonds.
|
|
|
Net finance costs
|
|
|
Finance income (Note 5)
|
-
|
0.2
|
Finance costs (as per
above)
|
|
|
|
(50.4)
|
(48.1)
|
|
|
|
|
(49.8)
|
(48.0)
|
Amortisation of MedicX debt MtM on
acquisition
|
|
|
|
|
|
7. Taxation
a) Taxation charge in the Group
Statement of Comprehensive Income
The taxation charge is made up as
follows:
|
|
|
Current tax
|
|
|
UK corporation tax
|
-
|
-
|
Irish corporation tax
|
-
|
0.1
|
Deferred tax on Irish
activities
|
|
|
Total tax
charge/(credit)
|
|
|
The UK corporation tax rate of 25%
(2023: 25%) and the Irish corporation tax rate of 19% (2023: 19%)
have been applied in the measurement of the Group's UK and Ireland
related activities tax liability at 31 December 2024.
b) Factors affecting the tax charge
for the year
The tax assessed for the year is
lower than (2023: lower than) the standard rate of corporation tax
in the UK. The differences are explained below:
|
|
|
Profit on ordinary activities before
taxation
|
|
|
Standard tax at UK corporation tax
rate of 25% (2023: 23.5%)
|
11.8
|
6.1
|
REIT exempt income
|
(17.1)
|
(16.5)
|
Transfer pricing
adjustment
|
9.0
|
8.5
|
Fair value loss on convertible
bond
|
0.1
|
0.5
|
Non-taxable items
|
0.2
|
0.8
|
Losses brought forward
utilised
|
0.9
|
0.1
|
Difference in Irish tax
rates
|
|
|
Taxation charge/(credit) (Note
7a)
|
|
|
The UK REIT rules exempt the profits
of the Group's property rental business from corporation
tax.
c) Basis of taxation
The Group elected to be treated as a
UK REIT with effect from 1 January 2007. The UK REIT rules exempt
the profits of the Group's property rental business from
corporation tax. Gains on properties are also exempt from tax,
provided they are not held for trading or sold in the three years
post completion of development. The corporation tax rate for the
Group as at 31 December 2024 was 25% (2023: 25%). The effective
rate during the year was 25% (2023: 23.5%) as the rate for the
whole year remained at 25% (2023: 23.5% - January to April 19%, 1
April 25%).
Acquired companies are effectively
converted to UK REIT status from the date on which they become a
member of the Group.
As a UK REIT, the Company is
required to pay Property Income Distributions ("PIDs") equal to at
least 90% of the Group's rental profit calculated by reference to
tax rules rather than accounting standards.
To remain as a UK REIT there are a
number of conditions to be met in respect of the principal company
of the Group, the Group's qualifying activities and the balance of
its business. The Group remains compliant as at 31 December
2024.
The Group's activities in Ireland
are conducted via Irish companies, a Guernsey company and an Irish
Collective Asset Vehicle ("ICAV"). The Irish companies pay Irish
corporation tax on trading activities and deferred tax is
calculated on the increase in capital values. The Guernsey company
pays tax on its net rental income. The ICAV does not pay any Irish
corporation tax on its profits but a 20% withholding tax is paid on
distributions to owners.
8. Earnings per share
Performance measures
In the tables below, we present
earnings per share and net assets per share calculated in
accordance with IFRSs, together with our own adjusted measure and
certain measures defined by the European Public Real Estate
Association ("EPRA"), which have been included to assist comparison
between European property companies. Two of the Group's key
financial performance measures are adjusted earnings per share and
adjusted net tangible assets per share.
Adjusted earnings, which is a tax
adjusted measure of revenue profit, is the basis for the
calculation of adjusted earnings per share. We believe adjusted
earnings and adjusted earnings per share provide further insight
into the results of the Group's operational performance to
stakeholders as they focus on the net rental income performance of
the business and exclude capital and other items which can vary
significantly from year to year.
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit after taxation
|
41.4
|
41.4
|
41.4
|
|
27.3
|
27.3
|
27.3
|
Adjustments to remove:
|
|
|
|
|
|
|
|
Revaluation deficit on property
portfolio
|
-
|
38.4
|
38.4
|
|
-
|
53.0
|
53.0
|
Fair value movement on
derivatives
|
-
|
7.0
|
7.0
|
|
-
|
8.4
|
8.4
|
Fair value movement and issue costs
on convertible bond
|
-
|
0.6
|
0.6
|
|
-
|
4.8
|
4.8
|
Taxation charge/(credit)
|
-
|
5.6
|
5.6
|
|
-
|
(1.2 )
|
(1.2 )
|
JSE listing fees
|
-
|
-
|
-
|
|
-
|
0.2
|
0.2
|
Amortisation of intangible
assets
|
-
|
0.9
|
0.9
|
|
-
|
0.9
|
0.9
|
Axis acquisition costs
|
-
|
-
|
-
|
|
-
|
0.3
|
0.3
|
Early termination fees on
bonds
|
-
|
2.0
|
2.0
|
|
-
|
-
|
-
|
Amortisation of MtM loss on debt
acquired
|
|
|
|
|
|
|
|
Basic earnings
|
41.4
|
92.9
|
95.9
|
|
27.3
|
90.7
|
93.7
|
Dilutive effect of convertible
bond
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
1,336.5
|
1,336.5
|
1,336.5
|
|
1,336.5
|
1,336.5
|
1,336.5
|
Dilutive effect of convertible
bond
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) per share attributable
to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
3.1
|
7.0
|
7.2
|
|
2.0
|
6.8
|
7.0
|
|
|
|
|
|
|
|
|
In the years ended 31 December 2024
and 31 December 2023 the effect of the convertible bond has been
excluded from the diluted profit and weighted average diluted
number of shares when calculating IFRS diluted profit per share
because they are anti-dilutive.
Net assets per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets attributable to
shareholders
|
1,376.0
|
1,376.0
|
1,376.0
|
|
1,423.9
|
1,423.9
|
1,423.9
|
Derivative interest rate swaps
liability
|
-
|
(0.2 )
|
(0.2 )
|
|
-
|
(4.7 )
|
(4.7 )
|
Deferred tax
|
-
|
9.0
|
9.0
|
|
-
|
3.8
|
3.8
|
Intangible assets
|
-
|
(5.3 )
|
(5.3 )
|
|
-
|
(6.2 )
|
(6.2 )
|
Cumulative convertible bond fair
value movement
|
-
|
(1.7 )
|
(1.7 )
|
|
-
|
(2.3 )
|
(2.3 )
|
MtM on MedicX debt net of
amortisation
|
|
|
|
|
|
|
|
Net tangible assets
("NTA")
|
1,376.0
|
1,403.2
|
1,377.8
|
|
1,423.9
|
1,443.0
|
1,414.5
|
Intangible assets
|
-
|
-
|
5.3
|
|
-
|
-
|
6.2
|
Real estate transfer
taxes
|
|
|
|
|
|
|
|
Net reinstatement value
("NRV")
|
1,376.0
|
1,403.2
|
1,564.5
|
|
1,423.9
|
1,443.0
|
1,605.1
|
Fixed rate debt and swap MtM
value
|
-
|
-
|
149.3
|
|
-
|
-
|
137.0
|
Deferred tax
|
-
|
-
|
(9.0 )
|
|
-
|
-
|
(3.8 )
|
Cumulative convertible bond fair
value movement
|
-
|
-
|
1.7
|
|
-
|
-
|
2.3
|
Real estate transfer
taxes
|
|
|
|
|
|
|
|
Net disposal value
("NDV")
|
|
|
|
|
|
|
|
Ordinary Shares
Basic net asset value per
share1
|
|
|
|
|
|
|
|
|
|
|
|
Net tangible assets
("NTA")
|
103.0
|
105.0
|
103.1
|
|
106.5
|
108.0
|
105.8
|
Net reinstatement value
("NRV")
|
-
|
-
|
117.1
|
|
-
|
-
|
120.1
|
Net disposal value
("NDV")
|
|
|
|
|
|
|
|
1 The above are calculated
on a "basic" basis without the adjustment for the impact of the
convertible bond which is shown in the diluted basis table
below.
Diluted net asset value per
share2
|
|
|
|
|
|
|
|
|
|
|
|
Net tangible assets
("NTA")
|
104.8
|
106.7
|
103.1
|
|
108.5
|
109.8
|
105.8
|
Net reinstatement value
("NRV")
|
-
|
-
|
117.1
|
|
-
|
-
|
120.1
|
Net disposal value
("NDV")
|
|
|
|
|
|
|
|
2 The Company assesses the
dilutive impact of the unsecured convertible bond, issued by the
Group on 15 July 2019, on its net asset value per share with a
current exchange price of 125.64 pence (31 December 2023: 131.72
pence). This effect is anti-dilutive, with both basic and diluted
IFRS NTA presented as equal on the balance sheet.
Conversion of the convertible bond
would result in the issue of 119.4 million (31 December 2023: 113.9
million) new Ordinary Shares. The IFRS net asset value and EPRA NDV
would increase by £148.3 million (31 December 2023: £147.7 million)
and the EPRA NTA, adjusted NTA and EPRA NRV would increase by
£150.0 million (31 December 2023: £150.0 million). The resulting
diluted net asset values per share are anti-dilutive to all
measures and are set out in the table above.
In accordance with IAS 33 Earnings
per share the Company is required to assess and disclose the
dilutive impact of the contingently issuable shares within the
convertible bond. The impact is not recognised where it is
anti-dilutive.
Headline earnings per
share
The JSE listing conditions require
the calculation of headline earnings (calculated in accordance with
Circular 1/2021 - Headline Earnings as issued by the South African
Institute of Chartered Accountants) and disclosure of a detailed
reconciliation of headline earnings to the earnings numbers used in
the calculation of basic earnings per share in accordance with the
requirements of IAS 33 Earnings per share. Disclosure of headline
earnings is not a requirement of IFRS.
Reconciliation of profit for the
period to headline earnings
|
|
|
Basic earnings
|
41.4
|
27.3
|
Adjustments to calculate headline
earnings:
|
|
|
JSE listing fees and Axis
acquisition costs
|
-
|
0.5
|
Amortisation of intangible
assets
|
0.9
|
0.9
|
Revaluation deficit
|
38.4
|
53.0
|
Deferred tax on Irish
activities
|
|
|
Headline earnings
|
86.3
|
80.4
|
Corporation tax
|
-
|
0.1
|
Fair value loss on derivative
financial instruments and convertible bond
|
7.6
|
13.2
|
|
|
|
Adjusted earnings
|
92.9
|
90.7
|
Diluted basic earnings
|
41.4
|
27.3
|
Diluted headline earnings
|
|
|
Basic earnings per share
|
3.1
|
2.0
|
Headline earnings per
share
|
6.5
|
6.0
|
Adjusted earnings per
share
|
7.0
|
6.8
|
Diluted basic earnings per
share
|
3.1
|
2.0
|
Diluted headline earnings per
share
|
|
|
Reconciliation of profit for the
period to headline earnings
|
|
|
Number of shares
|
1,336.5
|
1,336.5
|
Weighted average number of Ordinary
Shares for headline, basic and adjusted earnings per
share
|
1,336.5
|
1,336.5
|
Weighted average number of Ordinary
Shares for diluted basic and headline earnings per share
|
|
|
9. Dividends
Amounts recognised as distributions
to equity holders in the year:
|
|
|
Quarterly interim dividend paid 23
February 2024
|
23.1
|
-
|
Quarterly interim dividend paid 17
May 2024
|
23.0
|
-
|
Quarterly interim dividend paid 16
August 2024
|
23.0
|
-
|
Quarterly interim dividend paid 22
November 2024
|
23.0
|
-
|
Quarterly interim dividend paid 23
February 2023
|
-
|
22.4
|
Quarterly interim dividend paid 19
May 2023
|
-
|
22.4
|
Quarterly interim dividend paid 18
August 2023
|
-
|
22.3
|
Quarterly interim dividend paid 24
November 2023
|
|
|
Total dividends distributed in the
year
|
|
|
|
|
|
On 2 January 2025, the Board
declared an interim dividend of 1.775 pence per Ordinary Share with
regard to the year ended 31 December 2024, payable on 21 February
2025. This dividend will consist wholly of an ordinary dividend of
0.4 pence and Property Income Distribution ("PID") of 1.375
pence.
10. Investment properties and
investment properties under construction
Properties have been independently
valued at fair value by Avison Young (UK) Limited, Jones Lang
LaSalle and CBRE Chartered Surveyors and Valuers, as at the balance
sheet date in accordance with accounting standards. The valuers
have confirmed that they have valued the properties in accordance
with the Practice Statements in the RICS Appraisal and Valuation
Standards 2024 (the "Red Book"). There were no changes to the
valuation techniques during the year. The valuers are appropriately
qualified and have sufficient market knowledge and relevant
experience of the location and category of investment property and
have had full regard to market evidence when determining the
values. The properties are 99.1% let (2023: 99.3%). The valuations
reflected a 5.22% (2023: 5.05%) net initial yield and a 5.27%
(2023: 5.06%) true equivalent yield. Where properties have
outstanding rent reviews, an estimate is made of the likely rent on
review in line with market expectations and the knowledge of the
valuers.
In accordance with IAS 40,
investment properties under construction have also been valued at
fair value by the valuers. In determining the fair value, the
valuers are required to value development property as if complete,
deduct the costs remaining to be paid to complete the development
and consider the significant risks which are relevant to the
development process including, but not limited to, construction and
letting risks and the impact they may have on fair value. In the
case of the Group's portfolio under construction, where the sites
are pre-let and construction risk remains with the
builder/developer, the valuers have deemed that the residual risk
to the Group is minimal. As required by the Red Book, the valuers
have deducted the outstanding cost to the Group through to the
completion of construction of £2.5 million (2023: £5.4 million) in
arriving at the fair value to be included in the financial
statements.
In addition to the above, capital
commitments have been entered into amounting to £33.9 million
(2023: £7.1 million) which have not been provided for in the
financial statements.
A fair value decrease of £1.2
million (2023: decrease of £4.2 million) in respect of investment
property under construction has been recognised in the Group
Statement of Comprehensive Income, as part of the overall total net
valuation loss on the property portfolio in the year of £38.4
million (2023: £53.0 million loss).
Of the £2,750.1 million (2023:
£2,776.3 million) valuation, £2,494.8 million (90.7%) (2023:
£2,531.7 million) relates to investment properties in the UK and
£255.3 million (9.3%) (2023: £244.6 million) relates to investment
properties in Ireland.
In line with accounting policies,
the Group assessed whether the acquisitions during the year were
asset purchases or business combinations.
|
Investment
properties -
freehold 1
£m
|
Investment
properties -
long
leasehold
£m
|
Investment
properties -
under
construction
£m
|
|
As at 1 January 2024
|
2,195.1
|
583.2
|
1.0
|
2,779.3
|
Property additions
|
13.7
|
0.4
|
7.9
|
22.0
|
Impact of lease incentive
adjustment
|
0.3
|
1.3
|
-
|
1.6
|
Foreign exchange
movements
|
(9.4)
|
(2.0)
|
-
|
(11.4)
|
Lease ground rent
adjustment
|
|
|
|
|
|
2,199.7
|
582.9
|
8.9
|
2,791.5
|
Revaluations for the year
|
(31.4)
|
(5.8)
|
(1.2)
|
(38.4)
|
Properties held for sale
(reclassified to current assets)
|
|
|
|
|
|
|
|
|
|
As at 1 January 2023
|
2,214.5
|
577.3
|
4.5
|
2,796.3
|
Property additions
|
10.3
|
28.3
|
1.4
|
40.0
|
Reclassification of freehold and
leasehold and land
|
2.1
|
(1.4 )
|
(0.7 )
|
-
|
Impact of lease incentive
adjustment
|
0.4
|
0.5
|
-
|
0.9
|
Foreign exchange
movements
|
(3.8 )
|
(0.9 )
|
-
|
(4.7 )
|
Lease ground rent
adjustment
|
|
|
|
|
|
2,223.5
|
603.6
|
5.2
|
2,832.3
|
Revaluations for the year
|
|
|
|
|
|
|
|
|
|
1 Includes development
land held at £0.7 million (31 December 2023: £0.7
million).
Bank borrowings, bonds and interest
rate swaps are secured on investment properties with a value of
£2,702.8 million (2023: £2,739.3 million).
Right of use assets
In accordance with IFRS 16 Leases,
the Group has recognised a £3.0 million head lease liability and an
equal and opposite finance lease asset which is included in
non-current assets.
Fair value hierarchy
All of the Group's properties are
level 3, as defined by IFRS 13, in the fair value hierarchy as at
31 December 2024 and 31 December 2023. There were no transfers
between levels during the year or during 2023. Level 3 inputs used
in valuing the properties are those which are unobservable, as
opposed to level 1 (inputs from quoted prices) and level 2
(non-quoted observable inputs either directly (i.e. as prices) or
indirectly (i.e. derived from prices)).
Valuation techniques used to derive
level 3 fair values
The valuations have been prepared on
the basis of fair market value ("FMV") which is defined in the RICS
Valuation Standards as:
"The estimated amount 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."
Valuation techniques
Under the market comparable
approach, a property's fair value is estimated based on comparable
transactions on an arm's length basis, using certain unobservable
inputs. These inputs are detailed below.
Unobservable input: estimated rental
value ("ERV")
The rent at which space could be let
in the market conditions prevailing at the date of valuation. ERV
is also used in determining expected rental uplift on outstanding
rent reviews.
|
|
|
ERV - range of the
portfolio
|
£29,000-£1,515,482
per annum
|
£27,500-£1,515,482
per
annum
|
Unobservable input: equivalent
yield
The equivalent yield is defined as
the internal rate of return of the cash flow from the property,
assuming a rise to ERV at the next review date, but with no further
rental growth.
|
|
|
True equivalent yield - range of the
portfolio
|
|
|
Unobservable input: physical
condition of the property
The properties are physically
inspected by the valuers on a three-year rotating basis.
Unobservable input: net initial
yield ("NIY")
The NIY is the annualised rental
income based on the cash rents passing at the balance sheet date,
less non-recoverable property operating expenses, divided by the
market value of the property, increased with (estimated)
purchaser's costs.
Unobservable input: rental
growth
The estimated average increase in
rent based on both market estimations and contractual
situations.
Sensitivity of measurement of
significant unobservable inputs
During 2024 the Group experienced a
17bps increase in the portfolio net initial yield, reducing
investment property by £38.4 million (1.4% reduction), before
reflecting gains as a result of rental growth and asset management
projects. We have therefore applied the following
sensitivities:
•
A decrease in the estimated annual rent will decrease the fair
value. A 2% decrease/increase in annual rent would result in an
approximately £55.0 million decrease/increase in the investment
property valuation.
•
A decrease in the equivalent yield will increase the fair value. A
25bps shift of equivalent yield would have an approximately £124.1
million impact on the investment property valuation, either an
increase or decrease.
•
A deterioration in the physical condition of the property will
decrease the fair value.
•
An increase in the net initial yield will decrease fair value. A
further 25bps shift in the net initial yield would have an
approximately £125.6 million impact on the investment property
valuation, either an increase or decrease.
11. Trade and other
receivables
|
|
|
Trade receivables (net of loss
allowance)
|
16.6
|
16.3
|
Prepayments and accrued
income
|
10.3
|
7.9
|
|
|
|
|
|
|
The expected credit losses are
estimated using a provision matrix by reference to past experience
and an analysis of the debtor's current financial position,
adjusted for factors that are specific to the debtor on the
recoverability, general economic conditions of the industry and an
assessment of both the current and the forecast direction of
conditions at the reporting date. Payment default is where PHP
assesses there could be a probable failure of a tenant making a
contractual payment of rent. The Group has therefore not recognised
a significant loss allowance because historical experience has
indicated that the risk profile of trade receivables is deemed low,
and any loss allowance would therefore be insignificant.
The Group's principal customers are
invoiced and pay quarterly in advance, usually on English, Scottish
and Gale quarter days. There is no significant concentration of
credit risk with respect to trade receivables, as the Group has a
large number of tenants.
12. Cash and cash
equivalents
Bank interest is earned at floating
rates depending upon the bank deposit rate. Short term deposits may
be made for varying periods of between one day and three months,
dependent on available cash and forthcoming cash requirements of
the Group. These deposits earn interest at various short term
deposit rates.
13. Trade and other
payables
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
3.1
|
4.1
|
Current liabilities
|
|
|
Trade payables
|
1.8
|
2.5
|
Bank and bond loan interest
accrual
|
7.5
|
6.5
|
Other payables
|
8.4
|
8.6
|
VAT
|
6.8
|
6.7
|
|
|
|
|
|
|
14. Borrowings
a) Term loans and
overdrafts
The table indicates amounts drawn
and undrawn from each individual facility as at 31
December:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
RBS overdraft
|
Jun
2025
|
5.0
|
5.0
|
|
0.9
|
-
|
|
4.1
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
Aviva loan
|
Oct
2036
|
200.0
|
200.0
|
|
200.0
|
200.0
|
|
0.0
|
-
|
Aviva loan
|
Nov
2028
|
75.0
|
75.0
|
|
75.0
|
75.0
|
|
0.0
|
-
|
Barclays loan
|
Oct
2027
|
170.0
|
100.0
|
|
105.0
|
-
|
|
65.0
|
100.0
|
HSBC loan
|
Dec
2027
|
100.0
|
100.0
|
|
39.0
|
64.4
|
|
61.0
|
35.6
|
Lloyds loan
|
Oct
2027
|
100.0
|
100.0
|
|
18.5
|
1.8
|
|
81.5
|
98.2
|
NatWest loan
|
Oct
2026
|
100.0
|
100.0
|
|
33.5
|
31.8
|
|
66.5
|
68.2
|
Santander loan
|
Jan
2026
|
50.0
|
50.0
|
|
24.4
|
24.4
|
|
25.6
|
25.6
|
Aviva MXF loan
|
Sep
2033
|
218.0
|
220.5
|
|
218.0
|
220.5
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024, total
facilities of £1,630.4 million (2023: £1,642.5 million) were
available to the Group. This included a £100.0 million secured
bond, a £150.0 million nominal value convertible bond, £42.3
million, £57.9 million, £62.0 million and £39.5 million euro
denominated bonds, a £50.0 million Ignis loan note, a £77.5 million
Standard Life loan note and a £5.0 million overdraft facility. Of
these facilities, as at 31 December 2024, £1,326.7 million was
drawn (2023: £1,309.9 million). On 30 September 2024, the Group
completed a new £170.0 million facility with Barclays with £70.0
million of the proceeds from the new facility being used to repay
the variable rate bond ahead of maturity in December 2025. The new
facility can be drawn in sterling and euros, and has an interest
rate of 1.60% plus SONIA or EURIBOR and a term of three years with
the option to extend by a further two years. The Group has also
agreed terms with Lloyds to extend its £100.0 million facility for
a further three years with an option to extend by a further two
years as well as increase the size to £125.0 million. The £100.0
million HSBC facility was also extended for a further
year.
Costs associated with the
arrangement and extension of the facilities, including legal advice
and loan arrangement fees, are amortised using the effective
interest rate.
Any amounts unamortised as at the
period end are offset against amounts drawn on the facilities as
shown in the table below:
|
|
|
Term loans drawn: due within one
year
|
3.4
|
2.4
|
Term loans drawn: due in greater
than one year
|
|
|
Total term loans drawn
|
747.6
|
651.1
|
Plus: MtM on loans net of
amortisation
|
22.5
|
24.9
|
Less: unamortised borrowing
costs
|
|
|
Total term loans per the Group
Balance Sheet
|
|
|
The Group has been in compliance
with all of the financial covenants of the above facilities as
applicable through the year. Further details are shown in Note
17e.
The Group has entered into interest
rate swaps to manage its exposure to interest rate fluctuations.
These are set out in Note 16.
b) Bonds
|
|
|
Unsecured:
|
|
|
Convertible bond July 2025 at fair
value
|
148.3
|
147.7
|
|
|
|
|
|
|
Secured:
|
|
|
Secured bond December
2025
|
-
|
70.0
|
Secured bond March 2027
|
100.0
|
100.0
|
€51.0 million secured bond (Euro
private placement) December 2028-30
|
42.3
|
44.2
|
€70.0 million secured bond (Euro
private placement) September 2031
|
57.9
|
60.7
|
€75.0 million secured bond (Euro
private placement) February 2034
|
62.0
|
65.0
|
€47.8 million secured bond (Euro
private placement) December 2033
|
39.5
|
41.4
|
Ignis loan note December
2028
|
50.0
|
50.0
|
Standard Life loan note September
2028
|
77.5
|
77.5
|
Less: unamortised bond issue
costs
|
(2.7)
|
(3.6)
|
Plus: MtM on loans net of
amortisation
|
|
|
|
|
|
|
|
|
There were no bond conversions
during the year (2023: £nil).
Secured bonds
On 18 December 2013, PHP
successfully listed the floating rate guaranteed secured bonds
issued on 4 November 2013 (the "secured bonds") on the London Stock
Exchange. The secured bonds have a nominal value of £70.0 million
and mature on 30 December 2025. The secured bonds incur interest at
an annualised rate of 220bps plus a credit spread adjustment of
28bps above six-month SONIA, payable semi-annually in arrears. The
secured bonds were fully redeemed on 25 September 2024.
On 21 March 2017, a £100.0 million
secured bond was issued for a ten-year term at a fixed coupon of
2.83% that matures on 21 March 2027. Interest is paid semi-annually
in arrears.
On 20 December 2018, senior secured
notes for a total of €51.0 million (£42.3 million) were issued at a
blended fixed rate of 2.4793% and a weighted average maturity of
10.4 years. Interest is paid semi-annually in arrears. The notes
represent PHP's first euro denominated transaction in the private
placement market. The secured notes were placed with UK and Irish
institutional investors in two tranches:
•
€40.0 million 2.46% senior notes due December 2028; and
•
€11.0 million 2.633% senior notes due December 2030.
On 16 September 2019, new senior
secured notes for a total of €70.0 million (£57.9 million) were
issued at a fixed rate of 1.509% and a maturity of twelve years.
Interest is paid semi-annually in arrears. The secured notes are
guaranteed by the Company and were placed with UK and Irish
institutional investors.
On 11 February 2022, the Group
issued a new €75.0 million (£62.0 million) secured private
placement loan note to MetLife for a twelve-year term at a fixed
rate of 1.64%. The loan notes have the option to be increased by a
further €75.0 million to €150.0 million over the next three years
at MetLife's discretion.
On 19 December 2023, new senior
secured notes for a total of €47.8 million (£39.5 million) were
issued at a fixed rate of 4.195% and a maturity of ten years.
Interest is paid semi-annually in arrears. The secured notes are
guaranteed by the Company and were placed with UK and Canadian
institutional investors.
Ignis and Standard Life loan
notes
On 14 March 2019, the loan notes
were added to the portfolio as a part of the MedicX acquisition.
The Ignis loan note of £50.0 million incurs a fixed coupon of 3.99%
payable semi-annually in arrears and matures on 7 December
2028.
The Standard Life loan note matures
on 30 September 2028 and is split into two tranches, £50.0 million
and £27.5 million at fixed coupon rates of 3.84% and 3.00%
respectively. Interest is payable semi-annually in
arrears.
Convertible bonds
On 15 July 2019, PHP Finance (Jersey
No 2) Limited (the "issuer"), a wholly owned subsidiary of the
Group, issued £150.0 million of 2.875% convertible bonds (the
"bonds") for a six-year term and if not previously converted,
redeemed or purchased and cancelled, the bonds will be redeemed at
par on maturity in July 2025. The net proceeds were partially used
to repay the Company's £75.0 million 5.375% senior unsecured retail
bonds at maturity and otherwise for general corporate
purposes.
Subject to certain conditions, the
bonds will be convertible into fully paid Ordinary Shares of the
Company and the initial exchange price was set at 153.25 pence, a
premium of 15% above the volume weighted average price of the
Company's shares on 18 June 2019, being 133.26 pence. Under the
terms of the bonds, the Company will have the right to elect to
settle exercise of any conversion rights entirely in shares or
cash, or with a combination of shares and cash. The exchange price
is subject to adjustment if dividends paid per share exceed 2.8
pence per annum and other certain circumstances and consequently
the exchange price has been adjusted to 125.64 pence as at 31
December 2024 (2023: 131.72 pence).
|
|
|
Opening balance - fair
value
|
147.7
|
142.9
|
Issued in the year
|
-
|
-
|
Fair value movement in convertible
bond
|
|
|
Closing balance - fair
value
|
|
|
The fair value of the bonds at 31
December 2024 and 31 December 2023 was established by obtaining
quoted market prices. The fair value movement is recognised in the
Group Statement of Comprehensive Income within profit before
taxation and is excluded from the calculation of EPRA earnings and
EPRA NTA (replacing EPRA NAV).
c) Total borrowings
|
|
|
Current liabilities:
|
|
|
Term loans and overdrafts
|
3.4
|
2.4
|
Bonds
|
150.0
|
-
|
|
|
|
Total current liabilities
|
|
|
Non-current liabilities:
|
|
|
Term loans
|
744.2
|
648.7
|
MtM on loans net of
amortisation
|
22.5
|
24.9
|
Less: unamortised loan issue
costs
|
|
|
Total non-current
liabilities
|
|
|
Bonds
|
429.2
|
658.8
|
MtM on bonds net of
amortisation
|
2.8
|
3.5
|
MtM on convertible bond
|
-
|
(2.3)
|
Less: unamortised bond issue
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes from financing
activities
|
|
|
Proceeds from bond issues
|
-
|
41.2
|
|
|
|
|
|
|
Repayments of mortgage
principal
|
|
|
Repayments of term bank
loans
|
|
|
Repayments of term loan
borrowings
|
|
|
Loan and bond interest
paid
|
(50.0)
|
(47.0)
|
Swap interest received
|
6.0
|
3.9
|
Non-utilisation fees paid
|
(2.1)
|
(2.2)
|
Purchase of derivative financial
instrument
|
-
|
(1.9)
|
Loan arrangement fees & early
termination fees
|
|
|
|
|
|
Total changes from financing cash
flows
|
|
|
Other non-cash changes
|
|
|
Loan and bond interest
expense
|
50.0
|
47.4
|
Swap interest income
|
(5.0)
|
(4.6)
|
Fair value movement on derivatives
interest rate swaps
|
4.5
|
4.3
|
Fair value movement on convertible
bond
|
0.6
|
4.8
|
MtM on loans net of
amortisation
|
(3.0)
|
(3.0)
|
Amortisation of debt issue costs,
non-utlisation & early termination fees
|
6.5
|
6.6
|
Exchange gain on translation of
foreign balances
|
|
|
|
|
|
Balance as at 31
December
|
|
|
15. Head lease
liabilities
The Group holds certain long
leasehold properties which are classified as investment properties.
The head leases are accounted for as finance leases. These leases
typically have lease terms between 25 years and perpetuity and
fixed rentals.
|
|
|
Due within one year
|
0.1
|
0.1
|
|
|
|
Closing balance - fair
value
|
|
|
16. Derivatives and other financial
instruments
It is Group policy to maintain the
proportion of floating rate interest exposure at between 20% and
40% of total debt facilities. The Group uses interest rate swaps to
mitigate its remaining exposure to interest rate risk in line with
this policy. The fair value of these contracts is recorded in the
balance sheet and is determined by discounting future cash flows at
the prevailing market rates at the balance sheet date.
|
|
|
Fair value of interest rate swaps
not qualifying as cash flow hedges under IAS 39:
|
|
|
Current assets
|
0.2
|
10.5
|
Non-current assets
|
-
|
0.9
|
Current liabilities
|
-
|
(6.7)
|
|
|
|
Total fair value of interest rate
swaps
|
|
|
Changes in the fair value of the
contracts that do not meet the strict IAS 39 criteria to be
designated as effective hedging instruments are taken to the Group
Statement of Comprehensive Income. For contracts that meet the IAS
39 criteria and are designated as "effective" cash flow hedges, the
change in fair value of the contract is recognised in the Group
Statement of Changes in Equity through the cash flow hedging
reserve. The result recognised in the Group Statement of
Comprehensive Income relates to the amortisation of the cash flow
hedging reserve of £2.5 million (2023: £4.1 million).
Interest rate swaps and caps with a
contract value of £49.6 million (2023: £152.0 million) were in
effect at 31 December 2024. Details of all floating to fixed rate
interest rate swap contracts held are as follows:
|
|
|
|
Fixed
interest
per annum
%
|
2024
|
|
|
|
|
€20.0 million (£16.5
million)
|
Euro
cap
|
April
2023
|
October
2025
|
2.0000
|
€20.0 million (£16.5
million)
|
Euro
cap
|
April
2023
|
October
2025
|
2.0000
|
€20.0 million (£16.6
million)
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
€20.0 million (£17.3
million)
|
Euro
cap
|
April
2023
|
October
2025
|
2.0000
|
€20.0 million (£17.3
million)
|
Euro
cap
|
April
2023
|
October
2025
|
2.0000
|
€20.0 million (£17.4
million)
|
Euro
cap
|
April
2023
|
October
2025
|
2.0000
|
£100.0 million
|
Swap
|
October
2021
|
November
2024
|
0.0699
|
£(66.0) million
|
Reverse
swap
|
October
2021
|
November
2024
|
2.5200
|
£66.0 million
|
Cap
|
October
2021
|
November
2024
|
1.2500
|
£(67.0) million
|
Reverse
swap
|
October
2021
|
November
2024
|
2.5200
|
£67.0 million
|
Cap
|
October
2021
|
November
2024
|
1.2500
|
£(67.0) million
|
Reverse
swap
|
October
2021
|
November
2024
|
2.5200
|
|
|
|
|
|
|
|
|
|
|
On 28 October 2021 the HSBC £100.0
million variable leg of the LIBOR swap was converted to SONIA. The
term and fixed rate were unchanged at November 2024 expiry and
0.0699%. This expired and was not renewed in the reporting
period.
On 27 October 2021 three new swap
agreements were entered into totalling £200.0 million. All were
effective until 29 November 2024 and received a fixed rate of
2.52%, with variable rates payable. These included a £66.0 million
swap agreement with HSBC paying a variable of SONIA + 1.6275%, a
£67.0 million swap agreement with Barclays paying a variable of
SONIA + 1.575% and a £67.0 million swap agreement with NatWest
paying a variable of SONIA + 1.5849%. A one-off payment of £1.8
million across all three new swap agreements was made to cap SONIA
at 1.25% for the length of the agreement, equivalent to 0.1 pence
per share on an adjusted net tangible asset value basis. Those
expired and were not renewed in the reporting period.
On 18 April 2023, the Group
converted €60.0 million (£51.6 million) of sterling equivalent
denominated debt into euros across its various revolving credit
facilities. The Group purchased 2.0% caps on €60 million nominal
value for a period of 2.5 years until October 2025 for an all-in
premium of €2.2 million (£1.9 million).
17. Financial risk
management
In pursuing its investment
objectives, the Group is exposed to a variety of risks that could
impact net assets or distributable profits.
The Group's principal financial
liabilities, other than interest rate swaps, are loans and
borrowings hedged by these swaps. The main purpose of the Group's
loans and borrowings is to finance the acquisition and development
of the Group's property portfolio. The Group has trade and other
receivables, trade and other payables and cash and short term
deposits that arise directly from its operations.
A review of the Group's objectives,
policies and processes for managing and monitoring risk is set out
in the Strategic Report. This Note provides further detail on
financial risk management and includes quantitative information on
specific financial risks.
Financial risk factors
a) Interest rate risk
Interest rate risk is the risk that
future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Group's exposure to the
risk of changes in market interest rates relates primarily to the
Group's long term debt obligations with floating rates as the
Group, generally, does not hold significant cash balances, with
short term borrowings being used when required. To manage its
interest rate risk, the Group enters into interest rate swaps, in
which the Group agrees to exchange, at specified intervals, the
difference between fixed and variable rate interest amounts
calculated by reference to an agreed-upon principal amount. Note 16
provides details of interest swap contracts in effect at the year
end.
Interest rate exposure
The analysis of the Group's exposure
to interest rate risk in its debt portfolio as at 31 December 2024
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt
|
1,105.4
|
67.8
|
|
1,105.4
|
83.5
|
Hedged by fixed rate interest rate
swaps 1
|
200.0
|
12.3
|
|
200.0
|
15.1
|
Hedged by fixed to floating rate
interest rate swaps
|
|
|
|
|
|
Total fixed rate debt
|
1,355.0
|
83.1
|
|
1,355.0
|
102.4
|
Hedged by interest rate
caps
|
-
|
-
|
|
-
|
-
|
Floating rate debt -
unhedged
|
|
|
|
|
|
|
|
|
|
|
|
1 Including the impact of
post year-end hedging completed.
The following sensitivity analysis
shows the impact on profit before tax and equity of reasonably
possible movements in interest rates with all other variables held
constant. It should be noted that the impact of movement in the
interest rate variable is not necessarily linear.
The fair value is arrived at with
reference to the difference between the contracted rate of a swap
and the market rate for the remaining duration at the time the
valuation is performed. As market rates increase and this
difference reduces, the associated fair value also
decreases.
|
|
Impact
on
income
statement
£m
|
Total
impact
on
equity
£m
|
2024
|
|
|
|
Sterling Overnight Index Average
Rate
|
Increase
of 50 basis points
|
(1.0)
|
(1.0)
|
Sterling Overnight Index Average
Rate
|
Decrease
of 50 basis points
|
|
|
2023
|
|
|
|
Sterling Overnight Index Average
Rate
|
Increase
of 50 basis points
|
(1.0)
|
(1.0)
|
Sterling Overnight Index Average
Rate
|
Decrease
of 50 basis points
|
|
|
b) Credit risk
Credit risk is the risk that a
counterparty will not meet its obligations under financial
instruments or customer contracts, leading to a financial loss. The
Group is exposed to credit risk from its principal financial
assets, cash and cash equivalents, and trade and other receivables
(see Notes 11 and 12).
Trade receivables
Trade receivables, primarily tenant
rentals, are recognised and carried at amortised cost and presented
in the balance sheet net of loss allowances and are monitored on a
case-by-case basis. Impairment losses are recognised through the
expected credit loss model. Credit risk is primarily managed by
requiring tenants to pay rentals in advance.
The Group has policies in place to
ensure that rental contracts are entered into only with lessees
with an appropriate credit history.
Banks and financial
institutions
One of the principal credit risks of
the Group arises from financial derivative instruments and deposits
with banks and financial institutions. The Board of Directors
believes that the credit risk on short term deposits and interest
rate swaps is limited because the counterparties are banks, which
are committed lenders to the Group, with reputable credit ratings
assigned by international credit rating agencies.
c) Liquidity risk
The liquidity risk is that the Group
will encounter difficulty in meeting obligations associated with
its financial liabilities as the majority of the Group's assets are
property investments and are therefore not readily realisable. The
Group's objective is to maintain a mixture of available cash and
committed bank facilities that is designed to ensure that the Group
has sufficient available funds for its operations and to fund its
committed capital expenditure. This is achieved by continuous
monitoring of forecast and actual cash flows.
The table below summarises the
maturity profile of the Group's financial liabilities based on
contractual undiscounted payments including interest.
|
|
Less
than
three
months
£m
|
Three
to
twelve
months
£m
|
|
|
|
2024
|
|
|
|
|
|
|
Interest-bearing loans and
borrowings
|
-
|
12.5
|
38.5
|
869.9
|
657.9
|
1,578.8
|
Trade and other payables
|
3.5
|
15.6
|
4.8
|
0.2
|
1.7
|
25.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
Interest-bearing loans and
borrowings
|
-
|
12.7
|
38.6
|
848.9
|
688.4
|
1,588.6
|
Trade and other payables
|
2.0
|
18.3
|
4.5
|
1.4
|
1.3
|
27.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group's borrowings have
financial covenants which, if breached, could result in the
borrowings becoming repayable immediately. Details of the covenants
are given under (e) Capital risk management and are disclosed to
the facility providers on a quarterly basis. There have been no
breaches during the year (2023: none).
d) Market risk
Market risk is the risk that fair
values of financial instruments will fluctuate because of changes
in market prices. The Board of Directors has identified two
elements of market risk that principally affect the Group -
interest rate risk and price risk.
Interest rate risk
Interest rate risk is outlined
above. The Board assesses the exposure to other price risks when
making each investment decision and monitors the overall level of
market risk on the investment portfolio on an ongoing basis through
a discounted cash flow analysis. Details of this analysis can be
found in the Strategic Report and the previous pages.
Price risk
The Group is exposed to price risk
in respect of property price risk including property rentals risk.
Refer to Note 2.3 for more information. The Group has no
significant exposure to price risk in respect of financial
instruments other than the convertible bond and interest rate
derivatives (see also Note 16), as it does not hold any equity
securities or commodities.
Fair values
Set out below is a comparison by
class of the carrying amount and fair values of the Group's
financial instruments that are carried in the financial
statements.
|
|
|
|
|
Financial assets
|
|
|
|
|
Trade and other
receivables
|
17.5
|
17.5
|
17.0
|
17.0
|
Ineffective interest rate
swaps
|
0.2
|
0.2
|
11.4
|
11.4
|
Cash and short term
deposits
|
|
|
|
|
Financial liabilities
|
|
|
|
|
Interest-bearing loans and
borrowings
|
(1,338.2)
|
(1,201.3)
|
(1,323.3)
|
(1,203.8)
|
Ineffective interest rate
swaps
|
-
|
-
|
(6.7)
|
(6.7)
|
Trade and other payables
|
(25.8)
|
(25.8)
|
(27.5)
|
(27.5)
|
|
|
|
|
|
The fair value of the financial
assets and liabilities is included as an estimate of the amount at
which the instruments could be exchanged in a current transaction
between willing parties, other than a forced sale. The following
methods and assumptions were used to estimate fair
values:
•
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 due to the short
term nature of these instruments;
•
the fair value of floating rate borrowings is estimated by
discounting future cash flows using rates currently available for
instruments with similar terms and remaining maturities. The fair
value approximates their carrying values, gross of unamortised
transaction costs;
•
the fair value of fixed rate debt is estimated using the mid yield
to maturity on the reporting date. The valuations are on a clean
basis, which excludes accrued interest from the previous settlement
date to the reporting date; and
•
the fair values of the derivative interest rate swap contracts are
estimated by discounting expected future cash flows using market
interest rates and yield curves over the remaining term of the
instrument.
Fair value hierarchy
The table below analyses financial
instruments carried at fair value, by valuation method. The
different levels are defined as follows:
Level 1: Quoted
(unadjusted) prices in active markets for identical assets or
liabilities.
Level 2: Other
techniques for which all inputs which have a significant effect on
the recorded fair value are observable, either directly or
indirectly.
Level 3:
Techniques which use inputs which have a significant effect on the
recorded fair value that are not based on observable market
data.
Fair value measurements at 31
December 2024 were as follows:
Recurring fair value
measurements
|
|
|
|
|
Financial assets
|
|
|
|
|
Derivative interest rate
swaps
|
|
|
|
|
Financial liabilities
|
|
|
|
|
Derivative interest rate
swaps
|
-
|
-
|
-
|
-
|
Convertible bond
|
(148.3)
|
-
|
-
|
(148.3)
|
|
|
|
|
|
Fair value measurements at 31
December 2023 were as follows:
Recurring fair value
measurements
|
|
|
|
|
Financial assets
|
|
|
|
|
Derivative interest rate
swaps
|
|
|
|
|
Financial liabilities
|
|
|
|
|
Derivative interest rate
swaps
|
-
|
(6.7)
|
-
|
(6.7)
|
Convertible bond
|
(147.7)
|
-
|
-
|
(147.7)
|
|
|
|
|
|
The interest rate swaps whose fair
values include the use of level 2 inputs are valued by discounting
expected future cash flows using market interest rates and yield
curves over the remaining term of the instrument. The following
inputs are used in arriving at the valuation:
•
interest rates;
•
yield curves;
•
swaption volatility;
•
observable credit spreads;
•
credit default swap curve; and
•
observable market data.
e) Capital risk
management
The primary objectives of the
Group's capital management are to ensure that it remains a going
concern, operates within its quantitative banking covenants and
meets the criteria so as to continue to qualify for UK REIT
status.
The capital structure of the Group
consists of shareholders' equity and net borrowings. The type and
maturity of the Group's borrowings are analysed further in Notes 14
and 16 and the Group's equity is analysed into its various
components in the Group Statement of Changes in Equity. The Board
monitors and reviews the Group's capital so as to promote the long
term success of the business, to facilitate expansion and to
maintain sustainable returns for shareholders.
Under several of its debt
facilities, the Group is subject to a covenant whereby consolidated
Group rental income must exceed Group borrowing costs by the ratio
1.3:1 (2023: 1.3:1). No debt facility has a Group loan to value
covenant.
Facility-level covenants also
operate with regard to specific pools of property assets provided
to lenders to secure individual loan facilities. These range as
follows:
•
interest cover1: 1.15 to 2.25 (2023: 1.15
to 2.25); and
•
loan to value1: 55% to 75% (2023: 55% to
75%).
UK REIT compliance tests include
loan to property value and gearing tests. The Group must satisfy
these tests in order to continue trading as a UK REIT. This is also
an internal requirement imposed by the Articles of
Association.
During the year the Group has
complied with all of the requirements set out above.
1 See
Glossary of terms.
Group loan to value ratio
|
|
|
Fair value of completed investment
properties
|
2,739.4
|
2,775.3
|
Fair value of development
properties
|
7.7
|
1.0
|
Ground rent recognised as finance
leases
|
|
|
|
|
|
Interest-bearing loans and
borrowings (with convertible bond at nominal value)
|
1,326.7
|
1,309.9
|
|
|
|
Nominal amount of interest-bearing
loans and borrowings
|
|
|
Group loan to value ratio
|
|
|
18. Share capital
Ordinary Shares issued, authorised
and fully paid at 12.5 pence each
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
|
1,336.5
|
167.1
|
|
1,336.5
|
167.1
|
|
|
|
|
|
|
19. Share premium
|
|
|
Balance at 1 January
|
479.4
|
479.4
|
|
|
|
20. Merger and other
reserves
The merger and other reserves are
made up of the capital reserve which is held to finance any
proposed repurchases of Ordinary Shares, following approval of the
High Court in 1998, the foreign exchange translation reserve and
the premium on shares issued for the MXF Fund Limited merger and
the Nexus merger.
|
|
|
Capital reserve
|
|
|
Balance at 1 January and 31
December
|
|
|
Foreign exchange translation
reserve
|
|
|
Balance at 1 January
|
(0.4)
|
1.0
|
Exchange differences on translation
of foreign balances
|
|
|
|
|
|
Merger reserve
|
|
|
Balance at 1 January and 31
December
|
|
|
Balance of merger and other
reserves at 31 December
|
|
|
21. Hedging reserve
Information on the Group's hedging
policy and interest rate swaps is provided in Note 16.
The transfer to the Group Statement
of Comprehensive Income can be analysed as follows:
|
|
|
Balance at 1 January
|
(7.0)
|
(11.1)
|
Amortisation of cash flow hedging
reserve
|
|
|
|
|
|
The balance within the cash flow
hedge reserve relating to cancelled swaps will be amortised through
the Group Statement of Comprehensive Income over the remainder of
the original contract period (see Note 6b).
22. Retained earnings
|
|
|
Balance at 1 January
|
369.1
|
430.1
|
Retained profit for the
year
|
41.4
|
27.3
|
Dividends paid
|
(92.1)
|
(89.5)
|
Exchange differences on translation
of foreign balances
|
-
|
1.1
|
Share-based awards
("LTIP")
|
|
|
|
|
|
23. Capital commitments
As at 31 December 2024, the Group
has entered into forward funding development agreements with third
parties for the development of primary healthcare properties in the
UK and Ireland. The Group has acquired the land and advances funds
to the developers as the construction progresses. Total
consideration of £2.5 million (2023: £5.4 million) remains to be
funded with regard to these properties.
Additionally as at 31 December 2024,
the Group has capital commitments totalling £33.8 million (2023:
£7.1 million), being the cost to acquire the Laya Healthcare
facility in Cork with the cost to complete asset management
projects on site.
24. Related party
transactions
Harry Hyman, Chair, is a Director
and the ultimate beneficial owner of a number of Nexus entities and
is considered to be a related party. Following the acquisition of
certain Nexus entities on the internalisation of management
structure on 5 January 2021, the Group continued to share certain
operational services with a Nexus entity, Nexus Central Management
Services Limited, until April 2024. Harry Hyman is a current
Director and ultimate controlling party of Nexus Central Management
Services Limited.
Amounts paid during the period in
relation to shared services totalled £nil (31 December 2023:
£nil).
As at 31 December 2024, outstanding
fees payable to Nexus totalled £nil (31 December 2023:
£nil).
25. Subsequent events
Post year end, in January 2025, the
Group fixed, for two years, £200 million of nominal debt at a rate
of 3.0% for an all-in premium of £4.5 million. the hedges are
effective until 20 January 2027 with a fixed rate of 3.0% payable
across all agreements, receiving variable SONIA. In January 2025,
the Group additionally entered into an FX forward hedge (fixed at
1.1459:£1) for a two-year period to cover approximate euro
denominated net annual income of 10 million per annum.
On [26] February 2025 we acquired
the Laya Healthcare facility, Cork, Ireland's second largest
provider of private health insurance and clinical services for
€22.0 million/£18.2 million excluding purchaser costs.
26. Audit exemptions taken for
subsidiaries
The following subsidiaries are
exempt from the requirements of the Companies Act 2006 relating to
the audit of individual accounts by virtue of Section 479A of the
Act.
|
Companies
House registration number
|
GP Property One Ltd
|
10801028
|
PHP SPV Limited
|
12256431
|
PHP Primary Properties (Haymarket)
Limited
|
08304612
|
MXF Properties Bridlington
Limited
|
07763871
|
PHP Tradeco Holdings
Limited
|
09642987
|
PHP Health Solutions
Limited
|
06949900
|
PHP Tradeco Limited
|
07685933
|
PHP Property Management Services
Limited
|
02877191
|
PHP Primary Care Developments
Limited
|
11862233
|
PHP Croft Limited
|
13938144
|
PHP Bond Finance Limited
|
08684414
|
PHP St. Johns Limited
|
08192779
|
PHIP (Stourbridge)
Limited
|
08155250
|
PHP (Project Finance)
Limited
|
08188279
|
PHP Healthcare Investments
Limited
|
07289496
|
PHP Clinics Limited
|
08188277
|
Gracemount Medical Centre Limited
(Scotland)
|
SC262690
|
PHP AssetCo (2011)
Limited
|
07652728
|
PHP Medical Properties
Limited
|
04246742
|
PHP Development Holdings
Limited
|
|
Glossary of terms
Adjusted earnings
is EPRA earnings excluding the contract
termination fee and amortisation of MtM adjustments for fixed rate
debt acquired on the merger with MedicX.
Adjusted earnings per share
is adjusted earnings divided by the weighted
average number of shares in issue during the year.
Adjusted net tangible assets
("adjusted NTA") (which has replaced the
former adjusted EPRA net asset value alternative performance
measure) is EPRA net tangible asset value excluding the MtM
adjustment of the fixed rate debt, net of amortisation, acquired on
the merger with MedicX. The objective of the adjusted NTA measure
is to highlight the value of net assets on a long term basis and it
excludes assets and liabilities that are not expected to
crystallise in normal circumstances and continues to be used as a
measure to determine the PIF payment.
Adjusted NTA per share
is adjusted NTA divided by the number of shares in
issue at the balance sheet date.
Annualised rental income
on a like-for-like basis is the contracted rent on
a per annum basis assuming a consistent number of properties
between each year.
Average cost of debt
is the total interest cost of drawn debt and
swaps, divided by the amount of drawn debt.
Axis is
Axis Technical Services Limited.
Building Research Establishment
Environmental Assessment Method ("BREEAM") assesses the sustainability of buildings against a range of
criteria.
Clinical Commissioning Groups
("CCGs") are the groups of GPs and other
healthcare professionals that are responsible for designing local
health services in England with effect from 1 April
2013.
Company and/or Parent is Primary Health
Properties PLC ("PHP").
CSRD is
Corporate Sustainability Reporting Directive.
Direct property costs
comprise ground rents payable under head leases,
void costs, other direct irrecoverable property expenses, rent
review fees and valuation fees.
District Valuer ("DV")
is the District Valuer Service, being the
commercial arm of the Valuation Office Agency ("VOA"). It provides
professional property advice across the public sector and in
respect of primary healthcare represents NHS bodies on matters of
valuation, rent reviews and initial rents on new
developments.
Dividend cover is the number of times the dividend payable (on an annual
basis) is covered by adjusted earnings.
Earnings per Ordinary Share from
continuing operations ("EPS") is the profit
attributable to equity holders of the Parent divided by the
weighted average number of shares in issue during the
year.
EBITDA is
operating profit excluding amortisation of intangibles, Axis
acquisition costs and investment property revaluations.
EPC is an
Energy Performance Certificate.
European Public Real Estate
Association ("EPRA") is a real estate
industry body, which has issued Best Practice Recommendations in
order to provide consistency and transparency in real estate
reporting across Europe.
EPRA cost ratio is the ratio of net overheads and operating expenses against
gross rental income (with both amounts excluding ground rents
payable). Net overheads and operating expenses relate to all
administrative and operating expenses, net of any service fees,
recharges or other income specifically intended to cover overhead
and property expenses.
EPRA earnings is the profit after taxation excluding investment and
development property revaluations, gains/losses on disposals,
changes in the fair value of financial instruments and associated
close-out costs and their related taxation and amortisation of
non-monetary items such as intangible assets.
EPRA earnings per share
is EPRA earnings divided by the weighted average
number of shares in issue during the year.
EPRA net assets ("EPRA NAV")
is the balance sheet net assets excluding own
shares held, the MtM value of derivative financial instruments and
the convertible bond fair value movement and intangible
assets.
EPRA NAV per share
is the balance sheet net assets excluding own
shares held, the MtM value of derivative financial instruments and
the convertible bond fair value movement and intangible assets,
divided by the number of shares in issue at the balance sheet
date.
EPRA NNNAV is adjusted EPRA NAV including the MtM value of fixed rate
debt and derivatives.
EPRA net reinstatement value ("EPRA
NRV") is the balance sheet net assets
including real estate transfer taxes but excluding the MtM value of
derivative financial instruments, deferred tax and the convertible
bond fair value movement. The aim of the metric is to reflect the
value that would be required to recreate the Company through the
investment markets based on its current capital and financing
structure. Refer to Note 8.
EPRA NRV per share
is the EPRA net reinstatement value divided by the
number of shares in issue at the balance sheet date. Refer to Note
8.
EPRA net disposal value ("EPRA
NDV") (replacing EPRA NNNAV) is adjusted
EPRA NRV including deferred tax and the MtM value of fixed rate
debt and derivatives. The aim of the metric is to reflect the value
that would be realised under a disposal scenario. Refer to Note
8.
EPRA net tangible assets
("NTA") (which has replaced the former EPRA
net asset value alternative performance measure) is the balance
sheet net assets but excluding the MtM value of derivative
financial instruments, deferred tax and the convertible bond fair
value movement. The aim of the metric is to reflect the fair value
of the assets and liabilities of the Group that it intends to hold
and does not intend in the long run to sell. Refer to Note
8.
EPRA NTA per share
is the EPRA net tangible assets divided by the
number of shares in issue at the balance sheet date. Refer to Note
8.
EPRA vacancy rate
is, as a percentage, the ERV of vacant space in
the Group's property portfolio divided by the ERV of the whole
portfolio.
Equivalent yield (true and
nominal) is a weighted average of the net
initial yield and reversionary yield and represents the return a
property will produce based upon the timing of the income received.
The true equivalent yield assumes rents are received quarterly in
advance. The nominal equivalent assumes rents are received annually
in arrears.
Estimated rental value
("ERV") is the external valuers' opinion as
to the open market rent which, on the date of valuation, could
reasonably be expected to be obtained on a new letting or rent
review of a property.
Gross rental income
is the gross accounting rent
receivable.
Group is
Primary Health Properties PLC ("PHP") and its
subsidiaries.
Headline earnings
is the profit after taxation excluding investment
and development property revaluations, gains/losses on disposals
and their related taxation.
HSE or the
Health Service Executive is the executive
agency of the Irish government responsible for health and social
services for people living in Ireland.
IASs are
International Accounting Standards as adopted by the United
Kingdom.
IFRSs are
International Financial Reporting Standards as adopted by the
United Kingdom.
IFRS or
basic net asset value per share ("IFRS
NAV") is the balance sheet net assets, excluding own shares
held, divided by the number of shares in issue at the balance sheet
date.
Interest cover is the number of times net interest payable is covered by net
rental income.
Interest rate swap
is a contract to exchange fixed payments for
floating payments linked to an interest rate, and is generally used
to manage exposure to fluctuations in interest rates.
JSE is
Johannesburg Stock Exchange, the largest stock exchange in
Africa.
Like for like compares prior year to current year excluding acquisitions,
disposals and developments.
London Interbank Offered Rate
("LIBOR") is the interest rate charged by
one bank to another for lending money.
Loan to value ("LTV")
is the ratio of net debt to the total value of
properties.
Mark-to-market ("MtM")
is the difference between the book value of an
asset or liability and its market value.
MedicX is
MXF Fund Limited and its subsidiaries.
MSCI (IPD) provides performance analysis for most types of real estate
and produces an independent benchmark of property
returns.
MSCI (IPD) Healthcare
is the UK Annual Healthcare Property
Index.
MSCI (IPD) total return
is calculated as the change in capital value, less
any capital expenditure incurred, plus net income, expressed as a
percentage of capital employed over the period, as calculated by
MSCI (IPD).
Net asset value ("NAV")
is the value of the Group's assets minus the value
of its liabilities.
Net debt is
total drawn debt, less cash and cash equivalents.
Net initial yield ("NIY")
is the annualised rents generated by an asset,
after the deduction of an estimate of annual recurring
irrecoverable property outgoings, expressed as a percentage of the
asset valuation (after notional purchasers' costs).
Net related income
is the related income after the payment of direct
property costs, which include service charge payments.
Net rental and related
income is the sum of net rental income and
net related income.
Net rental income
is the rental income receivable in the period
after payment of direct property costs. Net rental income is quoted
on an accounting basis.
Net zero carbon refers to the point at which a process, activity or system,
etc. produces net zero carbon emissions, through emissions
reduction, use of low or zero carbon energy and removal or
offsetting of residual emissions. In the context of buildings and
activities associated with the construction, refurbishment,
maintenance and operation of buildings, PHP refers to the UK Green
Building Council's "Net zero carbon, a framework
definition".
NHSPS is
NHS Property Services Limited, the company wholly owned and funded
by the Department of Health, which, as of 1 April 2013, has taken
on all property obligations formerly borne by primary care
trusts.
Occupancy is the level of units occupied, after deducting the ERV
vacancy rate.
Parity value is calculated based on dividing the convertible bond value by
the exchange price.
Progressive returns
is where returns are expected to continue to rise
each year.
Progressive dividends
is where dividends are expected to continue to
rise each year on a per share basis.
Property Income Distribution
("PID") is the required distribution of
income as dividends under the REIT regime. It is calculated as 90%
of exempted net income.
Real Estate Investment Trust
("REIT") is a listed property company which
qualifies for and has elected into a tax regime which exempts
qualifying UK profits arising from property rental income and gains
on investment property disposals from corporation tax, but which
has a number of specific requirements.
Related income is the property and service charge income generated from the
Axis business.
Rent reviews take place at intervals agreed in the lease and their purpose
is usually to adjust the rent to the current market level at the
review date.
Rent roll is the passing rent, being the total of all the contracted
rents reserved under the leases.
Reversionary yield
is the anticipated yield which the initial yield
will rise to once the rent reaches the ERV and when the property is
fully let. It is calculated by dividing the ERV by the
valuation.
Retail Price Index ("RPI")
is the official measure of the general level of
inflation as reflected in the retail price of a basket of goods and
services such as energy, food, petrol, housing, household goods,
travelling fare, etc. RPI is commonly computed on a monthly and
annual basis.
RICS is the
Royal Institution of Chartered Surveyors.
RPI linked leases
are those leases which have rent reviews which are
linked to changes in the RPI.
Special reserve is a distributable reserve.
Sterling Overnight Interbank
Average Rate ("SONIA") is the effective
overnight interest rate paid by banks for unsecured transactions in
the British Sterling market.
Total expense ratio ("TER")
is calculated as total administrative costs for
the year divided by the average total asset value during the
year.
Total property return
is the overall return generated by properties on a
debt-free basis. It is calculated as the net rental income
generated by the portfolio plus the change in market values,
divided by opening property assets plus additions.
|
|
Net rental and related income
(A)
|
155.6
|
Revaluation deficit and profit on
sales (B)
|
|
Total return (C)
|
117.2
|
Opening property assets
|
2,779.3
|
Weighted additions in the
period
|
|
Total weighted average closing
property assets (D)
|
|
|
|
|
|
Total property return
(C/D)
|
|
Total adjusted NTA return
is calculated as the movement in adjusted net
tangible asset value for the period plus the dividends paid,
divided by opening EPRA net tangible asset value.
|
|
|
|
|
|
Increase/(decrease)
|
(3.0)p
|
Add: dividends paid
|
|
Q1 interim
|
1.725p
|
Q2 interim
|
1.725p
|
Q3 interim
|
1.725p
|
|
|
|
|
Total adjusted NTA
return
|
|
Total shareholder return
is calculated as the movement in the share price
for the period plus the dividends paid, divided by the opening
share price.
Weighted average facility
maturity is calculated by multiplying each
tranche of Group debt by the remaining period to its maturity and
dividing the result by total Group debt in issue at the year
end.
Weighted average unexpired lease
term ("WAULT") is the average lease term
remaining to first break, or expiry, across the portfolio weighted
by contracted rental income.
Yield on cost is the estimated annual rent of a completed development
divided by the total cost of development, including site value and
finance costs expressed as a percentage return.
Yield shift is a movement (usually expressed in basis points) in the yield
of a property asset, or like-for-like portfolio, over a given
period. Yield compression is a commonly used term for a reduction
in yields.