SIRIUS REAL ESTATE
LIMITED
(Incorporated in
Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code:
SRE
LEI:
213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
18 November 2024
Sirius Real Estate
Limited
("Sirius Real Estate",
"Sirius", the "Group" or the "Company")
Interim
results for the six months ended 30 September 2024
Strong
operational results drive FFO and dividend growth
Sirius Real Estate, the leading
owner and operator of branded business and industrial parks
providing conventional space and flexible workspace in Germany and
the U.K., announces its consolidated financial results for the six
months to 30 September 2024.
Strong operational
platform continues to drive rental and FFO growth
• 11.7% increase in total revenue to
€156.5m (30 September 2023: €140.1m)
• 14.9% increase in total annualised rent
roll and a 5.5% increase in Group like-for-like annualised rent
roll (30 September 2023: 7.7%)
• 5.8% increase in like-for-like
annualised rent roll in Germany to €129.6m (30 September 2023:
€122.5m) and 4.9% in the UK to £51.6m (€61.81m) (30
September 2023: £49.2m (€58.91m)) demonstrating
continued improvement of the assets and occupier demand
• 14.5% growth in funds from
operations2 (FFO) to €60.7m (30 September 2023: €53.0m)
demonstrating continued strong operational performance
• 13.7% increase in Net Operating
Income3 (NOI) to €92.4m (30 September 2023: €81.3m)
• 53.8% increase in profit before tax to
€61.2m (30 September 2023: €39.8m)
• 17.0% increase in adjusted profit
before tax to €58.4m (30 September 2023: €49.9m) excluding property
valuations
• 0.5% decrease in adjusted earnings per
share, which excludes valuation movements as well as other expenses
not included in FFO, to 4.19c per share (30 September 2023: 4.21c)
reflecting the dilutive effect of the equity raises in November
2023 and July 2024 pending the making of new acquisitions
• 2.0%4 increase in
dividend per share to 3.06c (30 September 2023: 3.00c)
Valuations
underpinned by income
• 1.2% increase in adjusted net asset
value3 (NAV) per share to 112.49c (31 March 2024:
111.12c per share)
• Increase in owned investment property
to €2,349.0m (31 March 2024: €2,186.7m), of which Germany
contributed €65.5m and the UK €96.8m, including a
€11.5m valuation uplift in Germany and €7.9m valuation reduction in
the UK
• Group EPRA net initial yield of 6.9%
(31 March 2024: 6.8%) with Germany and the UK stable 6.3% (31 March
2024: 6.3%) and 8.8% (31 March 2024: 8.8%) respectively
• Like-for-like Group occupancy remained
stable at 84.1% (30 September 2023: 84.2%) with Germany increasing
to 83.6% (30 September 2024: 83.3%) and the UK decreasing to 86.6%
(30 September 2023: 88.3%)
• 4.4% increase in Germany in
like-for-like average rental rate to €7.39 per sqm (30 September
2023: €7.08 per sqm) and 7.0% increase in the UK to £14.78 per sq
ft (€15.871 per sqm) from £13.81 per sq ft
(€14.331 per sqm) at 30 September 2023
Strong balance sheet and acquisition firepower
• €174.6m in equity raised (net of costs)
in July 2024 and an additional €59.9m from its €300m 1.75% bonds
due November 2028 to provide fire power for the Company's
acquisition pipeline
• Weighted average cost of debt remained
stable at 2.1% in the period (31 March 2024: 2.1%) with a weighted
average debt expiry of 3.5 years (31 March 2024: 4.0 years)
• Net LTV of 30.5% (31 March 2024:
33.9%), including cash at bank of €297.6m (31 March 2024:
€214.5m)
• Fitch reaffirmed its BBB investment
grade rating with "Stable Outlook" on 31 October 2024
Successful Acquisition Programme
• €141.5m invested in acquisitions at
attractive net initial yields across Germany and the UK since 1
April 2024, with €126.1m invested in the period of which €90.1m
invested in the UK and €36.0m in Germany. Post balance sheet, the
Company invested €3.8m in the acquisition of a strategic land
parcel near its Oberhausen asset in Germany and €11.6m in the
acquisition of a business park in Carnforth, UK for a total
investment of €15.4m in the period.
Outlook
• Through its strong balance sheet and
extensive operating platform, Sirius remains well positioned to
take advantage of opportunities to make accretive acquisitions.
1 The Company has chosen to disclose
certain Group rental income figures utilising a constant foreign
currency exchange rate of GBP:EUR 1.1970, being the closing
exchange rate as at 30 September 2024.
2 See note 23 of the Interim Report
2024.
3 See Glossary of Terms of the Interim
Report 2024.
4 Interim dividend representing 71% of
FFO (30 September 2023: 66% of FFO).
Commenting on the period, Andrew Coombs, Chief Executive
Officer of Sirius Real Estate, said: "Sirius has continued to
deliver robust performance over the first six months of the
financial year, achieving like-for-like rent roll growth well in
excess of inflation and a 14.5% year-on-year increase in FFO. This
has underpinned our decision to make our 22nd
consecutive dividend increase and is testament Sirius' proven
ability to drive organic growth through intensive asset management
initiatives, reinforced by resilient occupier demand for space
within our portfolio, alongside the contribution from a series of
well-timed acquisitions.
"The equity and bond financings
during the period demonstrate continued support from shareholders
and debt partners to finance the Company's operations throughout
the property cycle. With nearly €300m of cash and a healthy net LTV
ratio of 30.5%, we have significant sufficient firepower to act
opportunistically and make earnings accretive acquisitions as they
arise, reinforcing our ability to continue delivering strong
returns and a progressive dividend for our shareholders.
"Whilst mindful of an evolving
political landscape in our two markets, the Company's outlook
remains positive: our dynamic business model, diversified offering
and strong cash position mean we are ideally positioned to continue
building scale. There remain a number of levers at our disposal
that can be pulled to unlock value and grow rental income within
the current portfolio which, combined with an active asset
recycling programme and the ability to fuel our pipeline, provides
us with confidence in our prospects."
Webcast
Presentation
Webcast
Conference
There will be an in person
presentation for analysts at 09.00am (10.00am CET/ 11.00am SAST)
today, hosted by Andrew Coombs, Chief Executive Officer of Sirius
Real Estate, and Chris Bowman, Chief Financial Officer. This will
be held at Berenberg's offices: 60 Threadneedle Street, London EC2R
8HP
For those unable to join in person,
there will be an audio webcast presentation, with registration
available via the link below: https://stream.brrmedia.co.uk/broadcast/6705415c5c401b3f3883061e
For further information:
Sirius Real Estate
Andrew Coombs, CEO / Chris Bowman,
CFO
+44 (0) 20 3059 0855
FTI Consulting (Financial PR)
Richard Sunderland / Ellie Sweeney /
James McEwan
+44 (0) 20 3727 1000
SiriusRealEstate@fticonsulting.com
NOTES TO EDITORS
About Sirius Real Estate
Sirius is a property company listed on the main and premium market
of the London Stock Exchange and the main board of the JSE Limited.
It is a leading owner and operator of branded business and
industrial parks providing conventional space and flexible
workspace in Germany and the U.K. As of 30
September 2024, the Group's owned portfolio comprised 145 assets
let to 10,025 tenants with a total book value of €2.4 billion,
generating a total annualised rent roll of €214 million.
Sirius also holds a 35% stake in Titanium, its €350+ million
German-focused joint venture with clients of AXA IM
Alts.
The Company's strategy centres on
acquiring business parks at attractive yields and integrating them
into its network of sites - both under the Sirius and BizSpace
names and alongside a range of branded products. The business then
seeks to reconfigure and upgrade existing and vacant space to
appeal to the local market via intensive asset management and
investment and may then choose to refinance or dispose of assets
selectively once they meet maturity, to release capital for new
investment. This active approach allows the Company to generate
attractive returns for shareholders through growing rental income,
improving cost recoveries and capital values, and enhancing returns
through securing efficient financing terms.
For more information, please
visit: www.sirius-real-estate.com
Follow us on LinkedIn
at https://www.linkedin.com/company/siriusrealestate/
Follow us on X (Twitter) at
@SiriusRE
JSE Sponsor
PSG Capital
Business update
Acquisition programme supports total rent roll
growth
Total annualised rent roll
€214.0m1
14.9%
2024 €214.0m
2023 €186.2m
Net Operating Income
€92.4m
13.7%
2024 €92.4m
2023 €81.3m
Funds from operations2
€60.7m
14.5%
2024 €60.7m
2023 €53.0m
Profit before tax
€61.2m
53.8%
2024 €61.2m
2023 €39.8m
Interim dividend
3.06c per share
2.0%4
2024 3.06c
2023 3.00c
Basic earnings per share
3.92c per share
44.6%
2024 3.92c
2023 2.71c
Adjusted NAV per share
112.49c per share
1.2%
2024 112.49c
2024*
111.12c
1 The
Company has chosen to disclose certain Group rental income figures
utilising a constant foreign currency exchange rate of GBP:EUR
1.1970, being the closing exchange rate as at 30 September
2024.
2 See note
23 of the Interim Report 2024.
3 See
Glossary of Terms of the Interim Report 2024.
4 Interim
dividend representing 71% of FFO (30 September 2023: 66% of
FFO).
* 31 March
2024 comparative
In summary:
• Sirius continues to
deliver like-for-like rent roll growth well ahead of inflation,
which coupled with the contribution from a well-timed series of
successful acquisitions has driven total rent roll growth by 14.9%
year on year. With a strong balance sheet the Company has
sufficient fire power to continue to act on accretive opportunities
as they arise which should continue to deliver strong returns and a
progressive dividend to our shareholders
• The Company looks
ahead with confidence and continues to trade in line with
management expectations for the full year.
Key Group highlights:
|
|
|
|
|
|
|
Total annualised rent roll*
(€m)
|
214.0
|
186.2
|
27.8
|
14.9%
|
|
Like-for-like annualised rent
roll* (€m)
|
191.4
|
181.4
|
10.0
|
5.5%
|
|
Average rate (€) per
sqm*
|
8.86
|
8.52
|
0.34
|
4.0%
|
|
Average rate (€) per sqm like for
like*
|
8.93
|
8.53
|
0.40
|
4.7%
|
|
Total occupancy (%)
|
84.2%
|
84.1%
|
0.1%
|
0.1%
|
|
Like for like occupancy
(%)
|
84.1%
|
84.2%
|
(0.1)%
|
(0.1)%
|
|
Cash in bank (€m)
|
297.6
|
91.2
|
206.4
|
226.3%
|
|
|
|
|
|
|
*
The Company has chosen to disclose certain Group
rental income figures throughout utilising a constant foreign
currency exchange rate of GBP:EUR 1.1970, being the closing
exchange rate as at 30 September 2024, throughout this
document.
Overview
The Group is pleased to report
continued trading in line with expectations, with Group total
annualised rent roll increasing by 14.9%* year-on-year and
like-for-like Group annualised rent roll growth of 5.5%* compared
to the prior year.
In Germany, rent roll growth
benefited from strong rate growth, well ahead of inflation, which
has normalised to pre-Covid levels, whilst occupancy reduced
slightly due to known and expected move-outs at the beginning of
the period. We see occupancy levels improving in the second half of
the year as we utilise our proprietary asset management platform to
maximise the value we generate from our space. Modest valuation
uplifts in the period demonstrate the resilience of our German
portfolio, driven by rental growth and yields
stabilising.
In the UK, total rent roll growth
is ahead of our German operations reflecting the higher quantum of
acquisitions compared to Germany. Occupancy contracted slightly in
the UK due to seasonal move outs, yet strong like-for-like rate
growth supported overall rent roll growth. Nonetheless the UK
portfolio experienced a modest decrease in valuation in line with
an expansion in yields in the sector.
The 5.5%* year-on-year
like-for-like annualised rent roll growth reflects the Company's
ability to grow rent roll organically ahead of inflation, which has
returned to pre-crisis levels of around 2% in both Germany and the
UK. Year-on-year, like-for-like annualised rent roll in Germany
increased by 5.8% (30 September 2023: 7.0%) and total rent roll
increased by 7.8% (30 September 2023: 8.9%). The UK enjoyed a boost
to rent roll, as its acquisition programme drove total year-on-year
rent roll growth to 29.6% (30 September 2023: 9.0%), whilst
year-on-year like-for-like annualised rent roll increased by 4.9%
(30 September 2023: 9.0%). These developments over the period have
helped the Group report a 14.5% growth in FFO to €60.7m (30
September 2023: €53.0m).
The strong trading underpins the
board's confidence to declare a 2.0% increase in the interim
dividend to 3.06c per share compared to the 3.00c paid in respect
of the first half last year. Adjusted NAV per share grew 1.2% to
112.49c per share (31 March 2024: 111.12c per share) in the
six-month period, driven by acquisitive growth which led to an
uplift of 7.4% in the valuation of owned investment property to
€2,349.0m from €2,186.7m as at 31 March 2024 which includes €126.1m
in property acquisitions in the period.
The Group's balance sheet remains
strong with a net LTV of 30.5% (31 March: 33.9%), a weighted
average debt expiry of 3.5 years (31 March 2024: 4.0 years) and a
weighted average cost of debt of 2.1% (31 March 2024: 2.1%). The
Company has €297.6m of cash in the bank which following its €174.6m
equity raise (net of costs) in July 2024 is being actively deployed
into our acquisition pipeline. In addition to the equity raise in
July, the Company tapped its €300m 1.75% bonds due November 2028,
issued originally on 18 November 2021, for €59.9m of nominal value.
The Company has not had any loans falling due in the period and is
expecting to refinance or repay its remaining €15.0m in HSBC
Schuldschein debt and €13.0m in secured Sparkasse debt in the final
quarter of the fiscal year. The equity and bond financing in the
period demonstrates continued support from the Company's
shareholders and debt partners to finance its operations throughout
the property cycle.
* The Company has chosen to
disclose certain Group rental income figures utilising a constant
foreign currency exchange rate of GBP:EUR 1.1970, being the closing
exchange rate as at 30 September 2024.
Financial performance
Excluding the effects from gains
and losses from the revaluation of investment properties, profit
before tax increased by 17.0% to €58.4m (30 September 2023: €49.9m)
demonstrating continued strong operational performance. Total
revenue, which comprises rental income, fee income from our
investment in associates, other income from investment properties
and service charge income, increased by 11.7% to €156.5m (30
September 2023: €140.1m). The Company reported a profit before tax
for the six-month period of €61.2m (30 September 2023: €39.8m)
which includes €3.6m of gain* from investment property revaluations
of its owned assets (30 September 2023: €9.6m deficit*).
* Net of
capex and broker fees and before adjustments in relation to lease
incentives.
FFO for the six months grew to
€60.7m (4.29c per share) compared to €53.0m (4.53c per share) for
the same period in the prior year. The decrease of 5.5% on a per
share basis reflects the dilutive effect of the November 2023 and
July 2024 equity raises pending the making of new acquisitions.
Reported profit after tax of €55.5m and basic earnings per share of
3.92c compares to €31.7m and basic earnings per share of 2.71c in
the prior year, reflecting primarily higher rental income and
valuations. Adjusted earnings per share, which excludes valuation
movements as other expenses not included in FFO, decreased by 0.5%
to 4.19c per share from 4.21c in the prior year, reflecting the
impact of dilution from the equity raise and the timing effects of
the acquisition programme.
The following table sets out the
key earnings per share metrics:
Table 1: Earnings per
share
|
|
six months
ended
30 September
2024
|
six
months
ended
30
September 2023
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
55.5
|
1,415,498,735
|
3.92
|
31.7
|
1,169,697,061
|
2.71
|
44.6%
|
|
Diluted EPS
|
55.5
|
1,435,133,744
|
3.87
|
31.7
|
1,185,416,141
|
2.67
|
44.9%
|
|
Adjusted EPS
|
59.3
|
1,415,498,735
|
4.19
|
49.3
|
1,169,697,061
|
4.21
|
(0.5)%
|
|
Basic EPRA EPS
|
56.5
|
1,415,498,735
|
3.99
|
48.2
|
1,169,697,061
|
4.12
|
(3.2)%
|
|
|
|
|
|
|
|
|
|
The Directors have chosen to
disclose EPRA earnings, which are widely used alternative metrics
to their IFRS equivalents (further details on EPRA best practice
recommendations can be found at www.epra.com). Refer to
note 2(c) for further information.
Net asset value (NAV) per share
grew to 106.74c (31 March 2024: 104.96c) in the period whilst
adjusted net asset value (adjusted NAV) per share increased by 1.2%
to 112.49c (31 March 2024: 111.12c). EPRA net tangible assets (EPRA
NTA) per share increased by 1.0% to 110.91c (31 March 2024:
109.82c). The valuation metrics are described in more detail below
and the movement in net asset value per share in the period can be
seen in the following table:
Table 2: Net assets per
share
|
|
|
NAV per share as at 31 March 2024
|
|
|
Profit after tax
|
3.94
|
|
Gain on revaluation of investment
properties
|
0.23
|
|
Deferred tax charge
|
(0.26)
|
|
Cash dividend paid
|
(2.75)
|
|
Share-based payments including
vesting
|
(0.32)
|
|
Foreign currency
|
0.87
|
|
Equity raise
|
0.29
|
|
|
|
NAV per share as at 30 September 2024
|
|
Deferred tax and adjustments to
financial derivatives*
|
|
Adjusted NAV per share as at 30 September
2024
|
|
|
|
|
EPRA NTA per share as at 30 September 2024
|
|
* See note
11 of the Interim Report.
Lettings and rental growth
Rental
growth
Germany
In Germany, like-for-like
year-on-year annualised rent roll increased by 5.8% to €129.6m (30
September 2023: €122.5m). Even as inflation normalised in the
period to pre-crisis levels hovering around 2.0%, the Company was
able to support its rent roll growth through increasing its average
like-for-like rental rate per sqm ahead of inflation by 4.4% to
€7.39 per sqm from €7.08 per sqm in the prior year. Despite
expected move-outs like-for-like occupancy remained stable at 83.6%
(30 September 2023: 83.3%) as well as total occupancy at 83.8% (30
September 2023: 83.3%).
UK
In the UK, year-on-year annualised
rent roll increased by 29.6% to £65.7m (€78.6*m) (30 September
2023: £50.7m (€60.7*m)) predominantly driven by its recent
successful asset acquisition programme, with eight property
acquisitions from H1 23 contributing a total of £13.5m (€16.1*m)
annualised rent roll as at 30 September 2024. Average rental rates
decreased by 8.4% to £12.62 per sq ft (€13.55* per sqm) from £13.78
per sq ft (€14.30* per sqm) as at 30 September 2023 due to the
newly acquired Vantage Point in Gloucester, which given its scale
and low average rental rate per square foot, with its high levels
of warehousing and production, contributes to a reduction at
portfolio level.
Like-for-like year-on-year
annualised rent roll increased by 4.9% to £51.6m (€61.8*m) (30
September 2023: £49.2m (€58.9*m)). Despite a drop in like-for-like
occupancy to 86.6% (30 September 2023: 88.3%) for the period, the
Company leveraged its operational platform to grow annualised rent
roll through a focus on pricing initiatives across the existing
tenant base and replacing its move outs at a higher rates. As a
result, the Company achieved a 7.0% increase on its average
like-for-like rental rate in the period to £14.78 per sq ft
(€15.87* per sqm) from £13.81 per sq ft (€14.83* per sqm) as it
took advantage of replacing its move outs at a higher rate,
contributing positively to rent roll growth. The Company expects to
fill this vacant space in the next few months utilising its
internal platform which continues to see high demand in the
industrial and flexible workspace markets, as well as attract
tenants at higher rates.
* The
Company has chosen to disclose certain Group rental income figures
throughout utilising a constant foreign currency exchange rate of
GBP:EUR 1.1970, being the closing exchange rate as at 30 September
2024, throughout this document.
Cash collection
As rental rates continue to
increase in both Germany and in the UK, the value of the Company's
in-house team of cash collection professionals who maintain close
working relationships with tenants is key to the Company's success
in collecting its debts. The Company has been successful in
maintaining consistent cash collection rates across the Group of
97.3% (30 September 2023: 97.5%) for the period with the 12 month
rolling rate at a stable 98.1% (30 September 2023:
98.1%).
Germany
The 12 month rolling cash
collection rate of 97.5% is slightly lower compared to 97.8% in the
comparative prior period. In the six months to 30 September 2024,
the Company increased its tenant billings by 4.2% to €101.6m
(excluding VAT) (30 September 2023: €97.5m), of which €98.1m or
96.6% was collected, slightly behind the 97.1% collected in the
prior comparative period, mainly due to timing of collection of
rents. The Company expects to collect the majority of the €3.5m
outstanding debts through its regular collection activities over
the coming months. The Company had only insignificant write offs in
the period.
UK
BizSpace's 12 month rolling cash
collection rate, remained consistently strong at 99.7% compared to
98.9% in the comparative prior period. Of the £31.3m (excluding
VAT) (€36.9m) which was billed in the period, £31.1m (€36.7m) or
99.4% was collected. The remaining £0.2m (€0.2m) is expected to be
collected as part of its regular collection activities over the
coming months. The Company had only insignificant write offs in the
period.
Portfolio valuation
Group
Total investment property book
value, including leased investment properties of €23.6m as
recognised in accordance with IFRS as at 30 September 2024 was
€2,372.6m (31 March 2024: €2,210.6m). A revaluation loss of €0.6m
representing the fair value adjustment in the period was recorded
in the income statement on these leased investment properties.
Owned investment property has been independently reviewed by
Cushman and Wakefield.
Germany
In addition to the €36.0m of
acquisitions in the period relating to investment property, the
€29.5m increase in value of the owned investment properties in the
German portfolio was made up of €18.2m of capex investment and
€11.5m of valuation uplift and €0.2m adjustment with respect to
lease incentives on the back of the 1.2% increase in like-for-like
rental income. The portfolio is now valued on a gross yield of 7.6%
and a net yield of 6.8% compared to 7.5% and 6.8% respectively as
at 31 March 2024. Despite ongoing pressures on the commercial
property market in Germany, yields are beginning to
stabilise.
As at the period end, just over
60% of the total portfolio comprised assets benefiting from both
income and value-add potential which will be realised through
Sirius' intensive asset management and selective capex investment
over the next few years. These assets now have an average occupancy
of 79.8% and are valued on a gross yield of 7.9%, compared to the
Company's mature assets which are on average around 93.9% occupied
and valued on a gross yield of 6.8%. Unlocking the potential in the
value-add portfolio will come from filling up sites and stabilising
their rental income. This will be achieved through our strategy of
making the properties much more appealing to a wider market which
includes the lower cost of capital investors who buy these types of
assets on much tighter yields. Hence, we would expect to see the
gap between the yields of the value-add assets and mature assets
tighten as the value-add assets approach maturity. This is why the
capex investment programme, which has so successfully and
consistently improved occupancy, rental income, service charge cost
leakage and overall quality of the rent roll and sites in general,
has proven to be extremely value accretive.
UK
In addition to the €90.1m of
acquisitions in the period relating to investment property and
€2.2m of disposals in the period, the €8.9m increase in the value
of owned investment properties was made up of €4.6m of capex
investment, €7.9m of valuation deficit offset by a favourable
foreign currency translation adjustment of €12.2m.
The 30 September 2024 book value
of the UK portfolio, which was independently valued by Cushman
& Wakefield LLP, was £466.5m (€558.7m) (31 March 2024: £394.7m
(€461.6m)), representing an average gross yield of 14.1% (31 March
2024: 14.0%), and translating to a net yield of 9.3% (31 March
2024: 9.2%). Of the £71.8m (€97.1m) increase in property value when
compared to 31 March 2024, £73.5m (€94.9m) is attributed to the
acquisition of 3 properties offset by the disposal of 2 properties
(£1.9m, €2.2m) made during the first half of the year.
The like-for-like value of the UK
portfolio was £393.0m (€470.5m), which was £0.2m/0.1% higher than
the 31 March 2024 valuation of £392.8m (€459.4m). Despite
like-for-like values being broadly flat during the first half of
the year, the UK saw approximately 10bps of like-for-like net yield
expansion to 9.4% (March 2024: 9.3%), which was fully offset by
1.9% like-for-like annualised rent roll growth across the same
period.
The average capital value of the
portfolio of £77 per sq ft (€989 per sqm) (31 March 2024: £91 per
sq ft (€1,150 per sqm) remains below replacement cost and further
supports the sentiment that there remains value-add potential
within the portfolio.
German capex investment programme
The Group's capex investment
programme in relation to its German assets has historically been
focused on the transformation of poor-quality vacant space that is
typically acquired at very low cost due to it often being
considered as structural vacancy by former owners. The
transformation and take up of this space have not only resulted in
significant income and valuation improvements for the Company but
have also yielded significant improvements in service charge cost
recovery and therefore further enhanced the improvements to net
operating income. The programme started in 2015 and to date 448,447
sqm of space has been completed for an investment of €72m. As at 30
September 2024, this space was generating €29.8m in annualised rent
roll (at 72% occupancy) as well as delivering a substantial
improvement in the recovery of service charge costs. This
transformed space has also been the major contributor towards the
large valuation increases seen in the portfolio over the last 9.5
years.
In addition to the space that has
been completed and let or is currently being marketed, a total of
approximately 32,900 sqm of space is either in the process of being
transformed or is awaiting approval to commence transformation. The
Group is on track to invest €5.3m into its capex investment
programme this financial year and expects to generate return on
investment via rental income alone in excess of 40%.
In addition to the capex
investment programme on acquired "structural" vacant space, Sirius
continually identifies and looks for opportunities to upgrade the
space that is vacated each year as a result of move-outs. Within
the existing vacancy as at 30 September 2024, the Company has
identified approximately 54,069 sqm of vacated space that has
potential to be significantly upgraded before it is re-let. This
space will require an investment of approximately €6.7m and, at
current rates, is expected to generate greater than 50% return on
investment in annualised rent roll when re-let. Upgrading this
vacated space allows the Company to enhance the reversionary
potential of the portfolio further whilst significantly improving
the quality, desirability and hence value of not only the space
that is invested into but also the whole site.
The German portfolio's headline
84% occupancy rate means that in total 295,319 sqm of space is
vacant as at 30 September 2024. When excluding the vacancy that is
subject to investment (4% of total space), and the structural
vacancy, which is not economically viable to develop (3% of total
space), the Company's occupancy rate based on space that is readily
lettable is approximately 91%.
Whilst the capex investment
programmes are a key part of Sirius' strategy, they represent one
of several ways in which the Company can organically grow income
and capital values. A wide range of asset management capabilities
including the capturing of contractual rent increases (especially
whilst inflation is high), uplifts on renewals and the re-letting
of space at higher rates are expected to continue to contribute to
the Company's annualised rent roll growth going forward
Asset recycling, acquisitions and disposals
Recycling equity from mature
assets into new value-add acquisitions has always been a
significant part of the Sirius business model. It benefits the
Company in many ways including: a) proving enhanced valuations that
can also be crystallised; b) replenishing the growth opportunity
within the vacancy and the capex investment programme; and c) being
accretive to FFO per share (and therefore dividend per share), with
a consequent contribution to NAV per share growth. This is an
element of the Company's strategy which Sirius is able to execute
effectively throughout the property cycle and this has been
evidenced by the Company's continued asset recycling
initiatives.
Acquisitions
The Company completed on six
acquisitions in the period across the Group as part of its
continuing asset acquisition programme, with two additional
investments post balance sheet date. Utilising funds from its
equity raises, €141.5m was invested across the Group, of which
€126.1m was invested in the period. In the UK investments amounted
to €101.7m of which €90.1m was in the period and Germany rounded
out the acquisition programme with €39.8m invested of which €36.0m
occurred in the period. Light industrial assets, with day one
rental income, at attractive yields, yet with value-add
opportunities were the focus in the period.
In the UK, the Company acquired
the £49.7m (€58.6m) Vantage Point business park in Gloucester in
April 2024, comprising 1,464,664 sg ft (136,071 sqm of warehouse,
production, storage and conventional and service office to 70
companies at 81% occupancy at an annual rent roll of £5.1m (€6.0m).
The acquisition at an NIY of 10.2% (total acquisition costs) marks
a key milestone, being the largest ever single-site acquisition for
the UK business. Included in the total purchase price is £6.5m
(€7.9m) of property plant and equipment relating to the purchase of
the solar assets on the park.
In June 2024 two acquisitions were
completed as part of the acquisition programme in Banbury and
Wembley, in highly desirable locations close to good transport
networks, for a total investment of £33.2m (€39.4m). Banbury, is a
fully let industrial asset, comprising 472,910 sq ft (43,934 sqm),
generating an NOI of £2.4m (€2.8m) to two tenants on full repairing
and insuring leases at a net initial yield of 9.1%. Wembley is a
multi-let light industrial building comprised 19,145 sq ft (1,779
sqm), generating an NOI of £0.6m (€0.7m) at a net initial yield of
9.3%. These assets bring day one income to the business, with
several areas of optimisation identified by the asset management
platform to drive growth.
Post balance sheet, the Company
completed the purchase of the Carnforth site located north of
Lancaster for a total investment of £9.7m (€11.6m). The site
adds 172,151 sq ft (15,933 sqm) of light industrial space,
generating an NOI of £1.1m (€1.3m) and is let to eight tenants on
full repairing and insuring leases representing a net initial yield
including acquisition costs of 11.4%.
In Germany, the Company completed
on the Klipphausen and Göppingen assets for total additions to
investment property of €34.9m. Klipphausen, which was purchased for
€14.6m of which €1.0m relates to property plant and equipment,
comprises 17,683 sqm of modern light industrial and production
space, generating €2.4m NOI at 100% occupancy. The site is located
near the highly desirable city of Dresden, presenting significant
value add opportunity through the planned move out of its main
tenant. The interest in the site generated from the Company's asset
management platform has already generated interest in leasing space
exceeding the available space. Furthermore, the Company invested
€21.4m in Göppingen, which is located just south-east of Stuttgart.
The site comprised 35,132 sqm of mainly industrial space generating
an NOI of €1.5m at 87% occupancy and a net initial yield of 6.9%.
In addition, the Company purchased an office building of €1.0m
adjacent to its Dresden business as part of its "Buy Your
Neighbour" campaign.
Post balance sheet, the Company
completed the purchase of a 35,894 sqm strategic land parcel for
€3.8m adjacent to its 77,600 sqm Oberhausen multi-use business park
in the Ruhr area of northwest Germany, providing the opportunity to
expand the park through a potential development.
Disposals
The Company disposed of two
sub-scale, non-core properties in the UK for a combined total of
£1.9m (€2.2m). These sites in Letchworth and Hartlepoolwere both
sold above book value and at a combined 7.7% premium. Both assets,
with a lettable space of just over 60,000 sq ft contributed a total
annualised NOI of approximately £0.2m, were sold in the
period.
A summary of the acquisitions and
disposals transacted during the period is set out in the tables
below:
Table 3a: Acquisitions -
Germany
Notarised/completed for
acquisition
|
|
|
|
Annualised
rental
income
€m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* includes purchasers
costs
** includes €1.0m of property,
plant and equipment
- additionally, Sirius purchased
an adjacent office building to its Dresden business park for
c.€1.1m (including purchasers' costs)
- post balance sheet, the Company
purchased a strategic land parcel near Oberhausen for €3.8m
(including purchasers' costs) on 30 October 2024
Table 3b: Acquisitions -
UK
Notarised/completed for
acquisition
|
|
|
|
Annualised
rental
income
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* includes purchasers
costs
** includes purchase of solar park
for £6.5m included in property, plant and equipment
*** completed post balance sheet
date on 31 October 2024
Table 3c: Disposals -
UK
Notarised/completed for
disposal
|
|
|
|
Annualised
rental
income
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net LTV and debt refinancing
Net LTV, which reduces the loan
balance by free cash (excluding restricted cash balances) in its
calculation, has been reduced to 30.5% (31 March 2024: 33.9%) which
is calculated as follows:
|
Net LTV
|
30
September 2024
€m
|
31 March
2024
€m
|
|
Total debt
|
1,012.9
|
955.4
|
|
Less cash and cash equivalents
(not including cash restricted under contractual terms)
|
(297.6)
|
(214.5)
|
|
Total
|
715.3
|
740.9
|
|
Book value of owned investment
properties (including those assets held for sale)
|
2,349.0
|
2,186.7
|
|
Net loan to value ratio
|
30.5%
|
33.9%
|
The Company's balance sheet
remains strong through the €59.9m, €300m Bond tap in May 2024 and
c. €174.6m equity raised (net of costs) in July 2024. The Group
maintains an average cost of debt of 2.1% and a weighted average
debt expiry of 3.5 years. The Company has less than €30.0m of debts
maturing within the next twelve months between January and March
2025.
All covenants were complied with
in full during the period. A summary of the movement in the Group's
debt is set out below:
Table 4: Movement in
debt*
|
|
|
|
Total debt as at 31 March
2024
|
955.4
|
|
Debt additions
|
59.9
|
|
|
|
Total debt as at 30 September 2024
|
|
* Excludes
loan issue costs.
Strength of well-diversified income and tenant
base
The combination of a diverse
tenant base and wide range of space offerings, which are
underpinned by an established operating platform, continues to be
extremely beneficial to Sirius which should continue to allow the
Company to grow over the next few years. Sirius' portfolio includes
industrial, manufacturing, urban logistics/production, storage and
out of town office space that caters to multiple usages and a vast
range of sizes and tenant types. The diversity of the Company's
tenant base ranges from large, stable and long-term anchor tenants
through to the flexible SME and private customers who are the
engine room of any economy.
Germany
The Group's large anchor tenants,
representing 37% of the tenant base, are typically multinational
corporations occupying production, storage and related office space
whereas the SME and individual tenants occupy space on both a
conventional and a flexible basis including space marketed under
the Company's popular Smartspace brand which provides tenants with
a fixed cost and high degree of flexibility. The Company's largest
single tenant contributes 2.1% of total annualised rent roll whilst
7.2% of its annualised rent roll comes from government tenants.
SMEs in Germany, known there as the Mittelstand, are typically
defined as companies with revenues of up to €50.0m and up to 500
employees. SME tenants remain a key target group which the
Company's internal operating platform has demonstrated an ability
to attract in significant volumes as evidenced through the
high number of enquiries that are generated each month, mainly
through the Company's own marketing channels. The wide range of
tenants that the Sirius marketing and sales team is able to attract
is a key competitive advantage and results in a significantly
de-risked business model when compared to other owners
of multi-tenanted light industrial and business park assets.
The table below illustrates the diverse nature of tenant mix within
the German portfolio at the end of the reporting period:
Table 5a: Tenant breakdown -
Germany
|
|
No. of
tenants as
at
30
September
2024
|
|
|
Annualised
rent
income*
€m
|
% of
total
annualised
rent
income*
%
|
|
|
Top 50 anchor
tenants1
|
50
|
656,014
|
43%
|
50.8
|
37%
|
6.46
|
|
Smartspace SME
tenants2
|
3,119
|
74,242
|
5%
|
9.0
|
7%
|
10.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Mainly
large national/international private and public tenants.
2 Mainly
small and medium-sized private and public tenants.
3 Mainly
small and medium-sized private and retail tenants.
* See
glossary section of the Interim Report 2024.
Smartspace Germany
Sirius' Smartspace products are
designed with flexibility in mind, allowing tenants to benefit from
a fixed cost which continues to be desirable even in challenging
market conditions, across a range of affordable serviced offices,
self-storage units and workboxes on a flexible basis that can be
tailored to their needs. The majority of Smartspace has been
developed from space that is either sub-optimal or considered to be
structurally void by most light industrial real estate operators.
Following conversion, the area is transformed into space that can
be let at significantly higher rents than the rest of the business
park and, as a result, is highly accretive to both income and
value. In the post-pandemic environment, as businesses manage
remote working, online selling, issues with supply chains and
supply shortages, the Smartspace product line becomes even more
attractive because of its flexibility, pricing and location being
on the fringes of major cities.
The fact that the Company is able
to convert sub-optimal and unutilised space into this premium,
popular space and achieve rental rates well in excess of the rest
of the portfolio, means that even though Smartspace is only a small
part of Sirius' business, it is a major part of the value
enhancement process and the asset transformation, while providing a
valuable service for tenants located elsewhere on the parks as well
as those just using this space.
The annualised rental income now
being generated from Smartspace, excluding the element that covers
service charge costs, has increased by 12.5% to €9.0m from €8.0m at
the beginning of the period mainly due to growth in its
self-storage segment. The occupancy of Smartspace has increased in
the period to 69% (30 September 2023: 66%) whilst the rates have
increased by 6.2% in the last twelve months from €9.50 per sqm to
€10.09 per sqm demonstrating the value of this business segment to
the overall Group performance.
UK
BizSpace's top 100 tenants are
larger corporate customers representing 28.3% (30 September 2023:
23.1%) of its annualised income, whilst the remaining 71.7% of
tenants are made up of SME and micro-SME. The top 100 tenants
occupy 1.3m sq ft more than they did in the comparative period due
to the Vantage Point, Gloucester acquisition in April 2024 which,
given its scale, has been a key positive contributor to the
increase the net lettable space of the portfolio and the total rent
roll growth in the UK. The Next 900 customers, contribute to the
largest share of annualised rent roll at 39.9% or £26.2m. The
remaining 2,901 customers, predominantly micro-SME customers,
occupying on average approximately 400 sq ft, contribute 31.8% of
the annualised rent roll.
Table 5b: Tenant breakdown -
UK
|
|
No. of
tenants as
at
30
September
2024
|
|
|
|
% of
total
annualised
rent
roll*
%
|
|
|
Top 100 tenants
|
100
|
2.2
|
41.6%
|
18.6
|
28.3%
|
8.58
|
|
Next 900 tenants
|
900
|
1.8
|
35.5%
|
26.2
|
39.9%
|
14.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* See
glossary section of the Interim Report 2024.
Environmental, social and governance
("ESG")
Our ESG performance continues to
progress, with a strong focus on embedding long-term sustainability
and economic viability into every decision we make. We are
advancing our decarbonisation efforts in line with the priorities
outlined in our 2023/24 Annual Report. Having maintained net zero
for Scope 1 and 2 emissions in Germany and carbon neutrality for
Scope 1 and 2 emissions in the UK, our current focus is on the more
complex challenge of reducing Scope 3 emissions. We have set a
mid-term ambition to reduce the Group's Scope 3 carbon emissions
intensity by 45% per square metre by 2030, using a 2021/22
baseline. To support these ambitions, we are refining our short-
and mid-term decarbonisation pathway and modelling initiatives.
This includes updated scenario modelling and risk assessments for
the Group, which will be undertaken in the second half of the year,
as well as creating asset-specific plans to ensure we meet our
sustainability goals. We are also aware that reducing our Scope 3
emissions requires collaboration with our tenants and we are
starting a programme to understand how this can be best
achieved.
Key sustainability initiatives -
such as the roll-out of LED lighting, photovoltaic (PV) pilot
projects, and heat-replacement systems - continue to progress in
both Germany and the UK on an asset-by-asset basis. These projects
align with our energy efficiency and decarbonisation objectives and
are closely tied to improving Energy Performance Certificate (EPC)
ratings for our UK assets, in line with anticipated government
regulations. We will provide further updates on these initiatives
at the year-end.
As part of our commitment to being
an exceptional employer, we are prioritising training and
development, diversity, equity, and inclusion (DEI) efforts, and
employee engagement within our people strategy. We are on track to
meet our goal of 1,300 training days for the current financial
year, with improvements in the quality of training offered. Our
employee engagement initiatives, including the People@Work
programme and our Workplace platform, are ongoing, and we expect to
maintain our high engagement scores. These efforts, along with our
social impact programmes like PRISMA, are crucial to attracting and
retaining the talent needed to achieve our broader corporate
objectives.
Looking ahead to the second half
of the 2024/25 financial year, our priorities include finalising
the ESG double materiality assessment, which will guide future
decision-making and ESG strategy, and will be inputted into our
robust governance processes. We will also review our ESG data
sourcing processes to strengthen our programmes and support
compliance with upcoming reporting requirements. We plan to share
insights from these efforts in our next annual report.
Dividend Declaration
The Company will pay a dividend
of 3.06c per share relating to the period from 1 April 2024 to
30 September 2024 on 23 January 2025. Shareholders will have
the option to invest their dividend in a Dividend Reinvestment Plan
(DRIP). A detailed dividend announcement will be made on 18
November 2024, including details of the ex-dividend dates, the
record dates and the DRIP alternative.
Outlook
Sirius is pleased with its trading
performance in the first six months of the financial year, which
saw continued like-for-like rent roll growth well in excess of
inflation, and a 14.5% year-on-year increase in FFO. The Company
continued to execute on its capital investment programme and has
made €141.5m of acquisitions in the period and post balance sheet,
including the milestone acquisition of Vantage Point, Gloucester in
the UK. The Company remains committed to growing its dividend to
shareholders and is well positioned to continue to build its scale
on the back of its strong balance sheet, both organically through
its intensive asset management initiatives, diversified offerings
and effective and dynamic business model, and through investing the
remaining proceeds of the equity raise in July 2024 in new
sites.
Andrew Coombs
Chief Executive
Officer
Chris Bowman
Chief Financial
Officer
15 November 2024
Statement of Directors' responsibilities
Each of the Directors, whose names
and functions appear below, confirm to the best of their knowledge
that the unaudited condensed interim set of consolidated interim
financial statements have been prepared in accordance with note
2(a), IAS 34 "Interim Financial Reporting", as issued by the
IASB, and the interim management report herein includes a fair
review of the information required by the Disclosure Guidance and
Transparency Rules ("DTR"), namely:
• DTR 4.2.7 (R): an
indication of important events that have occurred during the first
six months of the financial year, and their impact on the condensed
interim set of consolidated interim financial statements, and a
description of the principal risks and uncertainties for the
remaining six months of the financial year; and
• DTR 4.2.8 (R): any
related party transactions that have taken place in the six month
period ended 30 September 2024 that have materially affected, and
any changes in the related party transactions described in the 2024
Annual Report that could materially affect, the financial position
or performance of Sirius Real Estate Limited during the
period.
The Directors of Sirius Real
Estate Limited as at the date of this announcement are set out
below:
• Daniel
Kitchen, Chairman*
• Caroline
Britton, Senior Independent Director*
• Andrew
Coombs, Chief Executive Officer
• Chris
Bowman, Chief Financial Officer
• Mark
Cherry*
• Kelly
Cleveland*
• Joanne
Kenrick*
*
Non-Executive Directors.
A list of the current Directors is
maintained on the Sirius Real Estate Limited website:
www.sirius-real-estate.com.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in
Guernsey governing the preparation and dissemination of financial
information differs from legislation in other
jurisdictions.
By order of the Board
Andrew Coombs
Chief Executive
Officer
Chris Bowman
Chief Financial
Officer
15 November 2024
Independent review report
to Sirius Real Estate Limited
Conclusion
We have been engaged by Sirius Real Estate Limited
("the Company") to review the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
September 2024 which comprises the condensed consolidated income
statement, the condensed consolidated statement of comprehensive
income, the condensed consolidated statement of financial position,
the condensed consolidated statement of changes in equity, the
condensed consolidated statement of cash flows, and the related
notes 1 to 26. We have read the other information contained in the
half yearly financial report and considered whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
Based on our review, nothing has come to our
attention that causes us to believe that the condensed set of
financial statements in the half-yearly financial report for the
six months ended 30 September 2024 is not prepared, in all material
respects, in accordance with International Accounting Standard 34
"Interim Financial Reporting", the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority and the JSE Limited Listing Requirements for condensed
interim reports.
Basis for conclusion
We conducted our review in accordance with
International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" (ISRE) issued by the Financial Reporting Council. A
review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 2(d), the annual financial
statements of the group are prepared in accordance with
International Financial Reporting Standards as issued by the IASB.
The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with
UK adopted International Accounting Standard 34, Interim Financial
Reporting, the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority and the JSE Limited
Listing Requirements for condensed interim reports.
Conclusions relating to going
concern
Based on our review procedures, which are less
extensive than those performed in an audit as described in the
Basis for conclusion section of this report, nothing has come to
our attention to suggest that management have inappropriately
adopted the going concern basis of accounting or that management
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures
performed in accordance with this ISRE, however future events or
conditions may cause the entity to cease to continue as a going
concern.
Responsibilities of the
Directors
The Directors are responsible for preparing the
half-yearly financial report in accordance with:
- the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority; and
- the JSE Limited Listing Requirements
for condensed interim reports.
In preparing the half-yearly financial report, the
Directors are responsible for assessing the Group's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the
review of the financial information
In reviewing the half-yearly
report, we are responsible for expressing to the Company a
conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our
Conclusions relating to going concern, are based on procedures that
are less extensive than audit procedures, as described in the Basis
for conclusion paragraph of this report.
Use of our report
This report is made solely to the
Company in accordance with guidance contained in International
Standard on Review Engagements 2410 (UK) "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company, for our work, for this report, or
for the conclusions we have formed.
Ernst & Young LLP
London
15 November 2024
Condensed interim consolidated income statement
for the six months ended 30 September 2024
|
|
|
Unaudited(1)
six
months
ended
30
September
2024
€m
|
Unaudited(1)
six months
ended
30 September
2023
€m
|
|
Revenue
|
4
|
156.5
|
140.1
|
|
|
|
|
|
|
Net operating income
|
|
92.4
|
81.3
|
|
Gain/(loss) on revaluation of investment
properties
|
12
|
2.8
|
(10.1)
|
|
Loss on disposal of properties
|
|
(0.2)
|
(0.0)
|
|
Movement in expected credit loss provision
|
5
|
(1.8)
|
0.5
|
|
Administrative expenses
|
5
|
(25.7)
|
(24.5)
|
Share of profit of associates
|
|
|
|
|
|
|
|
|
|
Finance income
|
8
|
5.1
|
2.3
|
|
Finance expense
|
8
|
(12.5)
|
(9.2)
|
Change in fair value of derivative financial
instruments
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
61.2
|
39.8
|
|
|
|
|
|
Profit for the period after
tax
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
Owners of the Company
|
|
55.5
|
31.7
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
Basic earnings per share
|
10
|
3.92c
|
2.71c
|
Diluted earnings per share
|
|
|
|
(1) Refer to note 2(a).
All operations of the Group have been classified as
continuing.
Condensed interim consolidated statement of
comprehensive income
for the six months ended 30 September 2024
|
|
|
Unaudited(1)
six
months
ended
30
September
2024
€m
|
Unaudited (1)
six months
ended
30 September
2023
€m
|
Profit for the period after
tax
|
|
|
|
|
Other comprehensive
income that may be reclassified
to profit or loss in subsequent periods
|
Foreign currency translation
|
|
|
|
Other comprehensive income after tax
that may be reclassified to profit or loss in subsequent
periods
|
|
|
|
Other comprehensive income for the
period after tax
|
|
|
|
Total comprehensive income for the
period after tax
|
|
|
|
|
Total comprehensive income
attributable to:
|
|
|
|
|
Owners of the Company
|
|
68.7
|
39.3
|
|
|
|
|
|
|
|
|
|
|
(1) Refer to note 2(a).
Condensed interim consolidated statement of financial
position
as at 30 September 2024
|
|
|
Unaudited(1)
|
Audited
|
|
|
|
30
September
|
31 March
|
|
|
|
2024
|
2024
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Investment properties
|
12
|
2,372.6
|
2,210.6
|
|
Plant and equipment
|
|
15.2
|
7.8
|
|
Intangible assets
|
|
3.1
|
3.3
|
|
Right of use assets
|
13
|
11.7
|
12.6
|
|
Other non-current financial assets
|
14
|
49.1
|
49.1
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other receivables
|
16
|
38.8
|
42.4
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
18
|
(112.1)
|
(114.7)
|
|
Interest-bearing loans and borrowings
|
19
|
(29.2)
|
(29.6)
|
|
Lease liabilities
|
13
|
(2.4)
|
(2.3)
|
|
|
|
|
|
Total current liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Interest-bearing loans and borrowings
|
19
|
(965.9)
|
(915.5)
|
|
Lease liabilities
|
13
|
(34.7)
|
(35.5)
|
|
|
|
|
|
Total non-current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
Issued share capital
|
21
|
-
|
-
|
|
Other distributable reserve
|
22
|
735.6
|
605.7
|
|
Own shares held
|
21
|
(5.8)
|
(8.1)
|
|
Foreign currency translation reserve
|
22
|
7.2
|
(6.0)
|
|
|
|
|
|
Total equity attributable to the
owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Refer to note 2(a).
The financial statements were approved by the Board of
Directors on 15 November 2024 and were signed on its behalf by:
Daniel Kitchen
Chair
Company number: 46442
Condensed interim consolidated statement of changes in
equity
for the six months ended 30 September 2024
|
|
|
|
Other
distributable
reserve
€m
|
|
Foreign
currency
translation
reserve
€m
|
|
Total equity
attributable
to the
owners of
the Company
€m
|
Non-
controlling
interest
€m
|
|
|
As at 31 March 2023
(audited)
|
|
-
|
516.4
|
(8.3)
|
(18.9)
|
707.9
|
1,197.1
|
0.5
|
1,197.6
|
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
31.7
|
31.7
|
-
|
31.7
|
Other comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
7.6
|
31.7
|
39.3
|
-
|
39.3
|
|
Dividends paid
|
|
-
|
(35.0)
|
-
|
-
|
-
|
(35.0)
|
-
|
(35.0)
|
|
Share-based payment transactions
|
|
-
|
1.5
|
-
|
-
|
-
|
1.5
|
-
|
1.5
|
|
Value of shares withheld to settle employee tax
obligations
|
|
-
|
(1.4)
|
-
|
-
|
-
|
(1.4)
|
-
|
(1.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 September 2023
(unaudited)(1)
|
|
-
|
481.3
|
(8.1)
|
(11.3)
|
739.6
|
1,201.5
|
0.5
|
1,202.0
|
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
76.1
|
76.1
|
0.1
|
76.2
|
Other comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
5.3
|
76.1
|
81.4
|
0.1
|
81.5
|
|
Shares issued
|
|
167.4
|
(2.1)
|
-
|
-
|
-
|
165.3
|
-
|
165.3
|
|
Transaction costs relating to share issues
|
|
(3.3)
|
-
|
-
|
-
|
-
|
(3.3)
|
-
|
(3.3)
|
|
Dividends paid
|
|
-
|
(40.3)
|
-
|
-
|
-
|
(40.3)
|
-
|
(40.3)
|
|
Transfer of share capital
|
|
(164.1)
|
164.1
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Share-based payment transactions
|
|
-
|
3.5
|
-
|
-
|
-
|
3.5
|
-
|
3.5
|
Value of shares withheld to settle employee tax
obligations
|
|
|
|
|
|
|
|
|
|
|
As at 31 March 2024
(audited)
|
|
-
|
605.7
|
(8.1)
|
(6.0)
|
815.7
|
1,407.3
|
0.6
|
1,407.9
|
|
Profit for the period
|
|
|
|
|
|
55.5
|
55.5
|
(0.0)
|
55.5
|
Other comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
13.2
|
55.5
|
68.7
|
(0.0)
|
68.7
|
|
Shares issued
|
21
|
185.0
|
(4.1)
|
-
|
-
|
-
|
180.9
|
-
|
180.9
|
|
Transaction costs relating to share issues
|
21
|
(6.3)
|
-
|
-
|
-
|
-
|
(6.3)
|
-
|
(6.3)
|
|
Dividends paid
|
23
|
-
|
(41.3)
|
-
|
-
|
-
|
(41.3)
|
(0.0)
|
(41.3)
|
|
Transfer of share capital
|
21
|
(178.7)
|
178.7
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Share-based payment transactions
|
7
|
-
|
2.7
|
-
|
-
|
-
|
2.7
|
-
|
2.7
|
|
Value of shares withheld to settle employee tax
obligations
|
7
|
-
|
(3.8)
|
-
|
-
|
-
|
(3.8)
|
-
|
(3.8)
|
|
Own shares purchased
|
21
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 September 2024
(unaudited)(1)
|
|
|
|
|
|
|
|
|
|
(1) Refer to note 2(a).
Condensed interim consolidated statement of cash
flows
for the six months ended 30 September 2024
|
|
|
Unaudited(1)
six
months
ended
30
September
2024
€m
|
Unaudited(1)
six months
ended
30 September
2023
€m
|
|
Operating activities
|
|
|
|
|
Profit for the period before tax
|
|
61.2
|
39.8
|
|
Loss on disposal of properties
|
|
0.2
|
0.0
|
|
Net foreign exchange difference
|
|
2.1
|
(0.0)
|
|
Share-based payments
|
7
|
2.7
|
1.5
|
|
(Gain)/loss on revaluation of investment
properties
|
12
|
(2.8)
|
10.1
|
|
Change in fair value of derivative financial
instruments
|
8
|
-
|
0.8
|
|
Depreciation of plant and equipment
|
5
|
1.1
|
1.0
|
|
Amortisation of intangible assets
|
5
|
0.6
|
0.7
|
|
Depreciation of right of use assets
|
5
|
0.9
|
0.9
|
|
Share of profit of associates
|
15
|
(1.1)
|
(0.3)
|
|
Finance income
|
8
|
(5.1)
|
(2.3)
|
|
Finance expense
|
8
|
12.5
|
9.2
|
|
Changes in working
capital
|
|
|
|
|
(Increase)/decrease in trade and other
receivables
|
|
(7.0)
|
1.4
|
|
(Decrease)/increase in trade and other payables
|
|
(3.0)
|
3.4
|
|
Cash generated from
operations before tax
|
|
62.3
|
66.2
|
|
|
|
|
|
Cash flows from operating
activities
|
|
|
|
|
Investing activities
|
|
|
|
|
Purchase of investment properties
|
|
(119.0)
|
-
|
|
Capital expenditure on investment properties
|
|
(22.7)
|
(16.4)
|
|
Purchase of plant and equipment and intangible
assets
|
|
(8.9)
|
(1.3)
|
|
Proceeds on disposal of properties (including assets
held for sale when applicable)
|
|
5.5
|
7.3
|
|
Dividends received from investments in associates
|
|
1.4
|
2.0
|
|
|
|
|
|
Cash flows used in investing
activities
|
|
|
|
|
Financing activities
|
|
|
|
|
Proceeds from issue of share capital
|
21
|
180.9
|
-
|
|
Transaction costs on issue of shares
|
21
|
(6.3)
|
-
|
|
Payment relating to exercise of share options
|
7
|
(3.8)
|
(1.4)
|
|
Dividends paid to owners of the Company
|
23
|
(41.3)
|
(35.0)
|
|
Proceeds from loans
|
19
|
59.9
|
-
|
|
Repayment of loans
|
19
|
(2.3)
|
(22.7)
|
|
Payment of principal portion of lease liabilities
|
|
(1.7)
|
(1.1)
|
|
Capitalised loan issue costs
|
|
(9.0)
|
-
|
|
|
|
|
|
Cash flows from/(used in) financing
activities
|
|
|
|
|
Increase/(decrease) in cash and cash
equivalents
|
|
86.2
|
(8.9)
|
|
Net foreign exchange
difference
|
|
(1.1)
|
0.3
|
Cash and cash equivalents as at the beginning of the
period
|
|
|
|
Cash and cash equivalents as at the
period end
|
|
|
|
(1) Refer to note 2(a).
Notes forming part of the financial statements
for the six months ended 30 September 2024
1. General information
Sirius Real Estate Limited (the "Company") is a
company incorporated in Guernsey and resident in the United Kingdom
for tax purposes, whose shares are publicly traded on the equity
shares (commercial companies) category of the London Stock Exchange
("LSE") (primary listing) and the premium segment of the main board
of the JSE Limited ("JSE") (primary listing).
The consolidated financial information of the Company
comprises that of the Company and its subsidiaries (together
referred to as the "Group" or "Sirius") for the six month period
ended 30 September 2024.
The principal activity of the Group is the investment
in, and development of, commercial and industrial property to
provide conventional and flexible workspace in Germany and the
United Kingdom ("UK").
2. Accounting policies
(a) Basis of preparation and statement of
compliance
The unaudited condensed interim set of consolidated
financial statements has been prepared on a historical cost basis,
except for investment properties, investment properties held for
sale and derivative financial instruments, which have been measured
at fair value. The unaudited condensed interim set of consolidated
financial statements is presented in Euros and all values are
rounded to the nearest hundred thousand shown in millions (€m),
except where otherwise indicated.
The Company prepares its condensed interim set of
financial statements in accordance with the Disclosure and
Transparency Rules of the United Kingdom Financial Conduct
Authority, the JSE Limited Listings Requirements, IAS 34
Interim Financial
Reporting ("IAS 34") and in compliance with the framework
concepts and the measurement and recognition requirements of
International Financial Reporting Standards ("IFRS") as issued by
the International Accounting Standards Board ("IASB").
The financial information in this unaudited condensed
interim set of consolidated financial statements does not comprise
statutory accounts. They do not include all the information
required for the full annual financial statements and should be
read in conjunction with the consolidated financial statements of
the Group as at and for the year ended 31 March 2024. The unaudited
condensed interim financial statements have been prepared on the
basis of the accounting policies set out in the Group's annual
financial statements for the year ended 31 March 2024 except for
the changes in accounting policies as shown in note 2(b). The
financial statements for the year ended 31 March 2024 have been
prepared in accordance with IFRS issued by the IASB. The financial
information presented for the year ended 31 March 2024 is derived
from the statutory accounts for that year. Statutory accounts for
the year ended 31 March 2024 were approved by the Board on 31 May
2024. The report of the auditor on those accounts was (i)
unqualified, (ii) did not include a reference to any matters to
which the auditor drew attention by way of emphasis without
qualifying its report, and (iii) did not contain a statement under
Sections 263 (2) or (3) of The Companies (Guernsey) Law, 2008.
As at 30 September 2024 the Group's unaudited
condensed interim set of consolidated financial statements reflects
consistent accounting policies and methods of computation as used
in the previous financial year.
(b) Changes in accounting policies
There were several new, and amendments to, standards
and interpretations which were applicable for the first time for
the Group from 1 April 2024. None of them have had a significant
impact on the condensed interim financial statements of the
Group.
(c) Non-IFRS measures
The Directors have chosen to disclose EPRA earnings,
EPRA net asset value metrics and EPRA loan to value, which are
widely used alternative metrics to their IFRS equivalents (further
details on EPRA best practice recommendations can be found at
www.epra.com). Note 10 of the condensed interim financial
statements includes a reconciliation of basic and diluted earnings
to EPRA earnings. Note 11 of the condensed interim financial
statements includes a reconciliation of net assets to EPRA net
asset value metrics. Note 19 of the condensed interim financial
statements includes a calculation of EPRA loan to value ratio.
The Directors are required, as part of the JSE Limited
Listings Requirements, to disclose headline earnings; accordingly,
headline earnings are calculated using basic earnings adjusted for
revaluation gains/losses and related tax, gains/losses on disposal
of properties and related tax, non-controlling interest ("NCI")
relating to revaluation (net of related tax), NCI relating to
gain/loss on disposal properties (net of related tax) and
revaluation gain/loss on investment property from associates and
related tax. Note 10 of the condensed interim financial statements
includes a reconciliation between IFRS and headline earnings.
The Directors have chosen to disclose adjusted
earnings in order to provide an alternative indication of the
Group's underlying business performance; as disclosed in note 10 of
the condensed interim financial statements.
The Directors have chosen to disclose adjusted profit
before tax and funds from operations to provide an alternative
indication of the Group's underlying business performance and to
facilitate the calculation of its dividend pool; a reconciliation
between profit before tax and funds from operations is included
within note 23 of the condensed interim financial statements.
Within adjusted profit before tax are adjusting items as described
in note 10 of the condensed interim financial statements gross of
related tax.
The Directors have chosen to disclose adjusted net
asset value in order to assist in comparisons with similar
businesses, a reconciliation between net asset value and adjusted
net asset is included within note 11 of the condensed interim
financial statements.
Further details on non-IFRS measures can be found in
the Business analysis and Annex 1 sections of this document.
(d) Going concern
The Group has prepared its going concern assessment
for the period to 31 March 2026 (the "going concern period"), a
period greater than twelve months and chosen to align with its
historical application of the period. The Directors also evaluated
potential events and conditions for twelve month beyond the going
concern period that may cast significant doubt on the Group's
ability to continue as a going concern. In this twelve month period
maturity of its €400.0m corporate bond falls due in June 2026, and
Management have considered this and are confident they will be able
to refinance the corporate bond prior to maturity.
The Group's going concern assessment is based on a
forecast of the Group's future cash flows. This considers
Management's base case scenario and a severe but plausible downside
scenario where sensitivities are applied to model the outcome on
the occurrence of downside assumptions explained below. It
considers the Group's principal risks and uncertainties and is
dependent on a number of factors including financial performance,
continued access to lending facilities (see note 19) and the
ability to continue to operate the Group's secured and unsecured
debt structure within its financial covenants.
The severe but plausible scenario models a potential
downturn in the Group's performance, including the potential impact
of downside macro-factors such as geopolitical instability, the
risk of recurring energy shortages and extraordinary inflationary
pressures, pressures from sustained higher interest rates and
outward yield movements on the Group's financial position and
future prospects. The cash flow projections incorporate assumptions
on future trading performance and potential valuation movements in
order to estimate the level of headroom on the Group's debt
facilities and covenants for loan to value, debt service cover,
EPRA net asset value, unencumbered assets ratios, fixed charge
ratios and occupancy ratios set out within the relevant finance
agreements.
The impact of the macro-factors
above has placed further pressure on the costs of the business,
however this did not result in any deterioration in the Group's
income streams in the six months ended 30 September 2024 and asset
values remained relatively stable since the 31 March 2024
valuation. However, the Directors continue to be mindful of the
challenging macro-factors present in the market and maintain their
view held on 31 March 2024 on the severity of the falls in
valuations assessed in the severe but plausible downside scenario
in the going concern period.
The base case and severe but
plausible downside scenarios include the following assumptions
applied to both the German and UK portfolios:
Base case:
» 5.5%
growth per annum in rent roll at 30 September 2024, principally
from contractual increases in rents and organic growth through
lease renewals;
»
increasing cost levels in line with forecast inflation of
2%;
»
continuation of forecast capex investment;
»
continuation of forecast dividend payments in line with historic
dividend payouts and UK REIT requirements;
» payment
of contractual loan interest and loan amortisation amounts,
refinancing of €27.8m of debt facilities and 35% of €150.4m loan
that sits within the investment in associate as they fall due at
market interest rates;
» only
acquisitions and disposals which are contractually committed are
made, which includes two post balance sheet acquisitions totalling
€15.4m, comprised of £9.7m (€11.6m) at Carnforth (UK) and €3.8m at
Oberhausen (Germany) in October 2024.
Severe but plausible downside
scenario:
»
reduction in occupancy and rental income of 10% per annum from the
contracted rent roll at 30 September 2024;
»
reduction in service charge recovery of 10% per annum from the
recovery levels at the balance sheet date;
»
reduction in property valuations of 10% per annum;
»
continuation of forecast capex investment;
»
continuation of forecast dividend payments in line with historic
dividend payouts and UK REIT requirements;
» payment
of contractual loan interest and loan amortisation amounts,
repayment of €27.8m of debt facilities and 35% of €150.4m loan that
sits within the investment in associate as they fall due;
and
» only
acquisitions and disposals which are contractually committed are
made, which includes two post balance sheet acquisition totalling
€15.4m comprised of £9.7m (€11.6m) at Carnforth (UK) and €3.8m at
Oberhausen (Germany) in October 2024.
The Directors are of the view that there is only a
remote possibility of a more severe scenario arising than the above
severe but plausible downside scenario based upon the Group's track
record of performance in challenging scenarios, most recently
through the high inflationary environment in both Germany and the
UK, the Covid-19 pandemic and post pandemic period. In addition,
the Group raised equity of €180.9m in July 2024 and raised a
further €59.9m from increasing the €300.0m corporate bond in May
2024.
The severe but plausible downside scenario results in
cash trap events occurring on the Group's occupancy covenant
relating to its Deutsche Pfandbriefbank AG loan facility and Berlin
Hyp AG loan facility. The cash trap event does not have a material
impact to the Group's cash flows. The Group is not forecasting any
further cash trap or defaulting events in the severe but plausible
downside scenario.
The Group has also performed a reverse stress test
over the impact of a fall in its property valuations and income
reductions during the going concern period. This showed that the
Group could withstand a fall in valuations of 24%, before there was
a loan to value covenant breach and a reduction of 53% of rental
income before any income related covenants would breach, levels
which the Group has not seen before. These events are considered to
be remote due to the Group's strong performance throughout most
recent economic headwinds, with the macroeconomic environment
pointing towards stability. The reductions required for the reverse
stress test have never been seen by the Group.
In each of the scenarios for going concern, the Group
forecasts having sufficient free cash available and if required,
could utilise available mitigating actions which would be available
to the Group in the going concern review period, which include
restricting non-REIT related dividends, reducing capital
expenditure or the disposal of assets. The restriction of dividends
or reducing capital expenditure are within the control of the
Directors and there is sufficient time to implement these
restrictions if required. The use of such mitigating factors is not
anticipated to be required.
The Directors have not identified any material
uncertainties which may cast significant doubt on the Group's
ability to continue as a going concern for the duration of the
going concern period.
The Directors also evaluated potential events and
conditions beyond the going concern period that may cast
significant doubt on the Group's ability to continue as a going
concern and noted the €400.0m bond coming due in June 2026. The
Directors are of the view there is a high probability of securing
the refinancing of this bond when it falls due, due to discussions
with banks being sufficiently progressed to commence refinancing
well in advance of its maturity date, appetite for corporate debt
in the real estate sector strengthening and strong appetite for the
Group's corporate debt as evidenced through its recent corporate
bond tap, consistent BBB stable Fitch rating and strong balance
sheet and importantly the Group's strong track record in previously
refinancing maturing debt. As such, the Directors deem the
possibility of not refinancing its €400.0m bond when it comes due
to be remote.
After due consideration of the going concern
assessment for the period to 31 March 2026, the Board believes it
is appropriate to adopt the going concern basis in preparing its
financial statements.
(e) Principal risks and uncertainties
The key risks that could affect the Group's
medium-term performance and the factors which mitigate these risks
have not changed substantially from those set out on pages 66 to 71
of the Group's Annual Report and Accounts 2024 and have been
assessed in line with the requirements of the 2018 UK Corporate
Governance Code. The risks are set out below. The Board is
satisfied that the Group continues to operate within its risk
profile for the remaining six months of the financial year.
Principal risks summary
|
|
|
|
1. Macroeconomic
|
• Sticky inflationary pressure.
|
|
environment
|
• Uncertainty on timing of economic
recovery in Europe and the UK.
|
|
|
• Reliance on specific industries
and Small and Medium-sized Enterprise market.
|
|
2. Financing
|
• Availability and pricing of
equity capital.
|
|
|
• Compliance with loan facility
covenants.
|
|
|
• Cost of debt and leverage on
returns.
|
|
3. Valuation
|
• Susceptibility of property market
to change in value.
|
|
|
• ESG requirements impacting
valuations.
|
|
|
• Capex initiatives generating
required returns.
|
|
4. Acquisitive growth
|
• Lack of accretive opportunities
available in the market.
|
|
|
• Increased competition for
high-yielding assets leading to pricing pressure.
|
|
5. Organic growth
|
• Tenant retention.
|
|
|
• Tenant demand for offering of
space.
|
|
6. Tenant
|
• Decline in demand for space and
product offering.
|
|
|
• Delays in cash collection and
tenant insolvencies.
|
|
|
• Affordability of product mix.
|
|
|
• Compliance with regulatory and
tax obligations.
|
|
8. People
|
• Inability to recruit and retain talent
with the appropriate skill set to meet strategic
objectives of the Group.
|
|
9. Systems and data
|
• System failures, breaches and
loss of data resulting in business interruptions, leading
to financial and operational
downtime and reputational damage.
|
|
10. ESG
|
• Unforeseen costs relating to
physical and transition risks (the transition to net zero).
|
|
|
• Failure to meet stakeholder
expectations in adapting to ongoing trends.
|
|
|
• Changes in regulatory environment
as regulation evolves over time.
|
|
11. Foreign currency
|
• Translation risk associated with
holding assets in a foreign currency.
|
|
|
• Impact on LTV and other key
performance indicators.
|
3. Operating segments
Information on each operating segment, which are
considered to be each investment property, is provided to the chief
operating decision maker, namely the Group's Senior Management
Team.
The investment properties are then aggregated into
reportable segments with similar economic characteristics - which
the Directors consider is best achieved by aggregating into German
properties and UK properties.
Further disaggregation of the investment properties
valuation methods is disclosed in note 12 owing to the range in
values of key inputs and assumptions underpinning the property
valuation.
Information by reportable segment includes revenues
and direct expenses, gains/losses on property valuations,
gains/losses on property disposals, depreciation and amortisation,
movement in expected credit loss provision, other administrative
expenses and the Group's share of profit of associates. Finance
income and expenses are also presented in the reportable
segments.
Income taxes are not reported to the Senior Management
Team on a segmented basis and are therefore not allocated to the
reportable segments. There are no sales between the reportable
segments. There is no single tenant that makes up more than 10% of
a reportable segment's revenue or Group revenue.
|
|
Unaudited six months
ended 30
September 2024
|
|
Unaudited six months
ended 30 September
2023
|
|
|
|
|
|
|
|
|
|
|
Rental income from investment properties
|
69.0
|
23.6
|
92.6
|
|
62.5
|
17.7
|
80.2
|
|
Other income from investment properties
|
1.9
|
0.6
|
2.5
|
|
1.9
|
0.4
|
2.3
|
|
Service charge income from investment properties
|
36.9
|
16.0(1)
|
52.9
|
|
37.2
|
12.0(1)
|
49.2
|
|
Other income from managed properties
|
3.5
|
-
|
3.5
|
|
3.1
|
-
|
3.1
|
Service charge income from managed properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income
|
65.7
|
26.7
|
92.4
|
|
61.5
|
19.8
|
81.3
|
|
Gain/(loss) on revaluation of investment
properties
|
10.7
|
(7.9)
|
2.8
|
|
8.4
|
(18.5)
|
(10.1)
|
|
Loss on disposal of properties
|
(0.2)
|
(0.0)
|
(0.2)
|
|
(0.0)
|
-
|
(0.0)
|
|
Depreciation and amortisation
|
(1.9)
|
(0.7)
|
(2.6)
|
|
(2.1)
|
(0.5)
|
(2.6)
|
|
Movement in expected credit loss provision
|
(1.8)
|
(0.0)
|
(1.8)
|
|
0.5
|
(0.0)
|
0.5
|
|
Other administrative expenses
|
(15.6)
|
(7.5)
|
(23.1)
|
|
(16.8)
|
(5.1)
|
(21.9)
|
Share of profit of associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
4.7
|
0.4
|
5.1
|
|
1.5
|
0.8
|
2.3
|
|
Amortisation of capitalised finance costs
|
(1.5)
|
-
|
(1.5)
|
|
(1.5)
|
-
|
(1.5)
|
|
Other finance expense
|
(8.6)
|
(2.4)
|
(11.0)
|
|
(5.6)
|
(2.1)
|
(7.7)
|
Change in fair value of derivative financial
instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit/(loss) for the period
before tax
|
|
|
|
|
|
|
|
(1) Includes €11.8m (30 September 2023:
€9.5m) that is an apportionment of the UK inclusive rent amount
that the Directors consider to represent the income related to
property expenses that would be recovered via a service charge
mechanism in a traditional lease arrangement, in accordance with
Group accounting policies.
|
|
Unaudited 30 September 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
|
|
|
|
|
|
Investment properties
|
1,799.8
|
572.8
|
2,372.6
|
|
1,735.0
|
475.6
|
2,210.6
|
|
Investment in associates
|
24.9
|
-
|
24.9
|
|
25.2
|
-
|
25.2
|
Other non-current assets(1)
|
|
|
|
|
|
|
|
Total segment non-current
assets
|
|
|
|
|
|
|
|
(1) Consists of plant and equipment,
intangible assets, right of use assets and loans to associates.
4. Revenue
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Rental income from investment properties
|
92.6
|
80.2
|
|
Other income from investment properties
|
2.5
|
2.3
|
|
Service charge income from investment
properties(1)
|
52.9
|
49.2
|
|
Other income from managed properties
|
3.5
|
3.1
|
Service charge income from managed properties
|
|
|
|
|
|
|
(1) Includes €11.8m (30 September 2023:
€9.5m) that is an apportionment of the UK inclusive rent amount
that the Directors consider to represent the income related to
property expenses that would be recovered via a service charge
mechanism in a traditional lease arrangement, in accordance with
Group accounting policies.
The Group manages properties for the investment in
associate. As part of this, service charge income from managed
properties is generated which relates to costs the Group incur to
provide the investment with associate with necessary services.
A reconciliation of the revenue from contracts with
customers with the amounts disclosed in the segment information
(see note 3) is as follows:
|
|
Unaudited six months
ended 30
September 2024
|
|
Unaudited six months
ended 30 September
2023
|
|
|
|
|
|
|
|
|
|
Rental income from investment properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income from investment properties
|
1.9
|
0.6
|
2.5
|
|
1.9
|
0.4
|
2.3
|
|
Service charge income from investment properties
|
36.9
|
16.0(1)
|
52.9
|
|
37.2
|
12.0(1)
|
49.2
|
|
Other income from managed properties
|
3.5
|
-
|
3.5
|
|
3.1
|
-
|
3.1
|
Service charge income from managed properties
|
|
|
|
|
|
|
|
Total revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes €11.8m (30 September 2023:
€9.5m) that is an apportionment of the UK inclusive rent amount
that the Directors consider to represent the income related to
property expenses that would be recovered via a service charge
mechanism in a traditional lease arrangement, in accordance with
Group accounting policies.
5. Operating profit
The following items have been charged in arriving at
operating profit:
Direct costs
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Service charge costs relating to investment
properties
|
54.4
|
48.8
|
|
Costs relating to managed properties
|
5.9
|
6.5
|
Non-recoverable maintenance costs
|
|
|
|
|
|
|
Movement in expected credit
loss provision
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six
months
ended
30
September
2023
€m
|
|
Expected credit loss
recognised
|
9.6
|
8.2
|
Expected credit loss
reversed
|
|
|
Movement in expected credit loss provision
|
|
|
The expected credit loss provision
has increased during the period mainly due to the increase of gross
trade receivables.
Administrative expenses
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Audit and non-audit fees to audit firm
|
0.9
|
0.6
|
|
Legal and professional fees
|
2.7
|
3.0
|
|
Other administration costs
|
1.4
|
2.8
|
|
Share-based payments
|
2.7
|
1.5
|
|
Employee costs
|
13.2
|
11.7
|
|
Director fees and expenses
|
0.2
|
0.3
|
|
Depreciation of plant and equipment
|
1.1
|
1.0
|
|
Amortisation of intangible assets
|
0.6
|
0.7
|
|
Depreciation of right of use assets (see note 13)
|
0.9
|
0.9
|
|
Marketing
|
1.3
|
1.7
|
Other expenses not included in FFO
|
|
|
|
|
|
|
Other administration costs include net foreign
exchange gain in amount of €2.1m as a result of increasing British
pound sterling ("GBP") rates throughout the period (30 September
2023: €0.02m losses as a result of declining GBP rates throughout
the period).
Other expenses not included in FFO relate to the
following:
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
|
|
|
|
|
|
|
(1) The legal case costs amounting to
€0.7m relates to the legal case mentioned in note 18 (30 September
2023: €0.3m).
Other expenses not included in FFO are items outside
the normal course of business and therefore have been identified as
expenses not included in the FFO calculation (see note 21).
6. Employee costs and numbers
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Wages and salaries
|
19.3
|
15.4
|
|
Social security costs
|
2.5
|
2.5
|
|
Defined contribution pension scheme
|
0.2
|
0.2
|
|
|
|
|
|
|
|
|
Included in the costs related to wages and salaries
for the period are share-based payments of €2.7m (30 September
2023: €1.5m) (see note 7). The costs for all periods include those
relating to Executive Directors.
All employees are employed directly by one of the
following Group subsidiary companies: Sirius Facilities GmbH,
Sirius Facilities (UK) Limited, Curris Facilities & Utilities
Management GmbH, SFG NOVA GmbH, Sirius Renewable Energy GmbH,
Sirius Finance (Cyprus) Limited, BizSpace Limited, BizSpace II
Limited, M25 Business Centres Limited and Sirius Corporate Services
B.V. The average number of people employed by the Group during the
period was 459 (30 September 2023: 407) expressed in full-time
equivalents. In addition, as at 30 September 2024, the Board of
Directors consists of five Non-Executive Directors (30 September
2023: six) and two Executive Directors (30 September 2023:
two).
7. Employee schemes
Equity-settled share-based payments
2018 LTIP
The LTIP for the benefit of the Executive Directors
and the Senior Management Team was approved in 2018. Awards granted
under the LTIP are made in the form of nil-cost options which vest
after the three year performance period with vested awards being
subject to a further holding period of two years. Awards are split
between ordinary and outperformance awards. Ordinary awards carry
both adjusted net asset value per share ("TNR") (two-thirds of
award) and relative total shareholder return ("TSR") (one-third of
award) performance conditions and outperformance awards carry a
sole TNR performance condition. Awards are equity settled. The
employees' tax obligation will be determined upon the vesting date
of the share issue.
The following assumptions were used
in calculating the fair value per share for the TNR and TSR
elements of the awards that were granted:
|
|
June 2019
|
|
June 2020
|
|
|
|
|
|
|
|
|
|
|
Valuation methodology
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
|
Calculation for
|
2/3
ordinary award/
outperformance award
|
1/3
ordinary
award
|
|
2/3
ordinary
award
|
1/3
ordinary award
|
|
|
Total charge for the award - €m
|
2.1
|
|
2.3
|
|
|
Expected lapse rate
|
0%
|
0%
|
|
0%
|
0%
|
|
|
Share price at grant date - €
|
0.73
|
0.73
|
|
0.84
|
0.84
|
|
|
Exercise price - €
|
nil
|
nil
|
|
nil
|
nil
|
|
|
Expected volatility - %(1)
|
23.8
|
23.8
|
|
38.5
|
38.5
|
|
|
Performance projection period - years
|
2.80
|
2.67
|
|
2.79
|
2.67
|
|
|
Expected dividend yield - %
|
4.56
|
4.56
|
|
4.28
|
4.28
|
|
|
Risk-free rate based on European
|
(0.695)
p.a.
|
(0.695)
p.a.
|
|
(0.68)
p.a.
|
(0.68)
p.a.
|
|
|
Expected outcome of performance conditions -
%
|
100/25
|
100
|
|
88.8
|
n/a
|
|
|
Fair value per share - €
|
0.643
|
0.340
|
|
0.745
|
0.564
|
|
|
Weighted average fair value of share -
€(2)
|
0.54
|
|
0.68
|
|
|
Number of shares granted
|
2,506,667/690,000
|
1,253,333(3)
|
|
2,400,000
|
1,200,000
|
|
|
Forfeited during the performance period
|
-
|
|
500,000
|
|
(1) Assumptions
considered in this model include: expected volatility of the
Company's share price, as determined by calculating the historical
volatility of the Company's share price over the period immediately
prior to the date of grant and commensurate with the expected life
of the awards; dividend yield based on the actual dividend yield as
a percentage of the share price at the date of grant; performance
projection period; risk-free rate; and correlation between
comparators.
(2) Charges for the
awards are based on fair values calculated at the grant date and
expensed on a straight-line basis over the period that individuals
are providing service to the Group in respect of the
awards.
(3) Another 93,039
share awards have been granted throughout the performance period as
part of dividend equivalents.
The June 2019 grant vested on 18 July 2022. Vesting
was at partial level for all participants resulting in the exercise
of 1,620,093 shares with a weighted average share price of €1.02 at
the date of exercise. 1,391,585 shares have been surrendered in
relation to the partial settlement of certain participants' tax
liabilities arising in respect of the vesting. An amount of €1.7m
was paid for the participants' tax liabilities. The remaining
1,531,361 shares vested on 23 November 2022. Final vesting resulted
in the exercise of 811,621 shares with a weighted average share
price of €1.02 at the date of exercise. 719,740 shares have been
surrendered in relation to the settlement of certain participants'
tax liabilities arising in respect of the vesting. An amount of
€0.8m was paid for the participants' tax liabilities in the year
ended 31 March 2024.
The June 2020 grant vested on 22
May 2023. Vesting resulted in the exercise of 1,859,000 shares with
a weighted average share price of €1.02 at the date of exercise.
1,241,000 shares have been surrendered in relation to the partial
settlement of certain participants' tax liabilities arising in
respect of the vesting. An amount of €1.3m was paid for the
participants' tax liabilities.
2021 LTIP
The LTIP for the benefit of the Executive Directors
and the Senior Management Team was approved in 2021. Awards granted
under the LTIP are made in the form of nil-cost options which vest
after the three year performance period with vested awards being
subject to a further restricted period of two years when shares
acquired on exercise cannot be sold. Awards are subject to TNR
(two-thirds of award) and relative TSR (one-third of award)
performance conditions. Awards are equity settled. The employees'
tax obligation will be determined upon the vesting date of the
share issue.
The following assumptions were used
in calculating the fair value per share for the TNR and TSR
elements of the awards that were granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation methodology
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
Calculation for
|
2/3
ordinary award
|
1/3
ordinary award
|
|
2/3
ordinary award
|
1/3
ordinary award
|
|
2/3
ordinary award
|
1/3
ordinary award
|
|
Total charge for the award - €m
|
4.7
|
|
2.6
|
|
2.9
|
|
Expected lapse rate
|
0%
|
0%
|
|
0%
|
0%
|
|
0%
|
0%
|
|
Share price at grant date - €
|
1.39
|
1.39
|
|
1.05
|
1.05
|
|
1.04
|
1.04
|
|
Exercise price - €
|
nil
|
nil
|
|
nil
|
nil
|
|
nil
|
nil
|
|
Expected volatility - %(1)
|
40.5
|
40.5
|
|
41.2
|
41.2
|
|
32.7
|
32.7
|
|
Expected life - years
|
2.91
|
2.91
|
|
2.95
|
2.95
|
|
2.97
|
2.97
|
|
Performance projection period - years
|
2.66
|
2.66
|
|
2.70
|
2.70
|
|
2.81
|
2.81
|
|
Expected dividend yield - %
|
2.79
|
2.79
|
|
4.21
|
4.21
|
|
5.52
|
5.52
|
|
Risk-free rate based on European treasury bonds rate of
return - %
|
(0.817)
p.a.
|
(0.817)
p.a.
|
|
0.609
p.a.
|
0.609
p.a.
|
|
2.65
p.a.
|
2.65
p.a.
|
|
Fair value per share - €
|
1.28 (2)
|
0.84 (3)
|
|
0.93 (2)
|
0.40 (3)
|
|
0.88(2)
|
0.59(3)
|
|
Weighted average fair value of share -
€(4)
|
1.13
|
|
0.75
|
|
0.77
|
|
Number of shares granted
|
2,769,413
|
1,384,706
|
|
2,320,019
|
1,160,009
|
|
2,462,171
|
1,231,086
|
Forfeited during the performance period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation methodology
|
|
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
|
Calculation for
|
|
|
2/3
ordinary award
|
1/3
ordinary award
|
|
2/3
ordinary
award
|
1/3
ordinary
award
|
|
|
Total charge for the award - €m
|
|
|
0.8
|
|
6.6
|
|
|
Expected lapse rate
|
|
|
0%
|
0%
|
|
0%
|
0%
|
|
|
Share price at grant date - €
|
|
|
1.03
|
1.03
|
|
1.13
|
1.13
|
|
|
Exercise price - €
|
|
|
nil
|
nil
|
|
nil
|
nil
|
|
|
Expected volatility - %(1)
|
|
|
31.4
|
31.4
|
|
30.5
|
30.5
|
|
|
Expected life - years
|
|
|
2.68
|
2.68
|
|
2.82
|
2.82
|
|
|
Performance projection period - years
|
|
|
2.52
|
2.52
|
|
2.55
|
2.55
|
|
|
Expected dividend yield - %
|
|
|
5.47
|
5.47
|
|
nil (5)
|
nil(5)
|
|
|
Risk-free rate based on European treasury bonds rate of
return - %
|
|
|
3.05
p.a.
|
3.05
p.a.
|
|
2.53 p.a.
|
2.53 p.a.
|
|
|
Fair value per share - €
|
|
|
0.89 (2)
|
0.71 (3)
|
|
1.13 (2),(6)
|
0.62(3),(6)
|
|
|
Weighted average fair value of share -
€(4)
|
|
|
0.83
|
|
0.96
|
|
|
Number of shares granted
|
|
|
604,001
|
302,001
|
|
4,598,315
|
2,299,158
|
|
Forfeited during the performance period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Expected volatility of the Company's share
price was determined by calculating the historical volatility of
the Company's share price over the period immediately prior to the
date of grant, commensurate with the term to the end of the
performance period.
(2) In accordance with IFRS 2 Share-based Payment ("IFRS 2"), TNR is
classed as a non-market performance condition. As such, the fair
value has been calculated using a Black-Scholes model and does not
take the expected outcome of the performance condition into
account. The Company currently estimates the expected vesting
outcome for the TNR award to be 100%.
(3) In accordance with IFRS 2, relative TSR is
classed as a market-based performance condition. As such, projected
performance and the likelihood of achieving the condition have been
taken into account when calculating the fair value using a
Monte-Carlo model. The model also uses assumptions for the expected
volatility of comparator companies, the pairwise correlation
between comparator companies and TSR performance between the start
of the performance period and the date of grant.
(4) Charges for the awards are based on fair values
calculated at the grant date and expensed on a straight-line basis
over the period that individuals are providing service to the Group
in respect of the awards.
(5) The dividend yield has been set to nil as there
is an intention to pay dividend equivalents on the awards granted
in July 2024.
(6) The fair value for the awards backs out
the impact of the 100% of maximum vesting schedule for these awards
by scaling back the vesting schedule by 1.33. This fair value is
then applied to the total number of awards (including the
multiplier).
The August 2021 grant vested on 24
May 2024. Vesting resulted in the exercise of 1,482,979
shares with a weighted average share price of
€1.18 at the date of exercise.
1,291,178 shares have been surrendered in relation
to the partial settlement of certain participants' tax liabilities
arising in respect of the vesting. An amount of
€1.6m was paid for the participants' tax
liabilities.
2021 SIP
A SIP for the benefit of senior
employees was approved in 2021. Awards granted under the SIP are
made in the form of a conditional right to receive a specified
number of shares for nil cost which vest after the three year
performance period with vested awards being subject to a further
restricted period of one year when shares cannot be sold. Awards
are subject to TNR (two-thirds of award) and relative TSR
(one-third of award) performance conditions. Awards are equity
settled. The employees' tax obligation will be determined upon the
vesting date of the share issue.
The following assumptions were used
in calculating the fair value per share for the TNR and TSR
elements of the awards that were granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation methodology
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
Calculation for
|
2/3
ordinary
award
|
1/3
ordinary
award
|
|
2/3
ordinary award
|
1/3
ordinary award
|
|
2/3
ordinary award
|
1/3
ordinary award
|
|
Total charge for the award - €m
|
3.7
|
|
0.03
|
|
1.5
|
|
Expected lapse rate
|
0%
|
0%
|
|
0%
|
0%
|
|
0%
|
0%
|
|
Share price at grant date - €
|
1.49
|
1.49
|
|
1.51
|
1.51
|
|
1.13
|
1.13
|
|
Exercise price - €
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|
Expected volatility - %(1)
|
40.7
|
40.7
|
|
32.5
|
32.5
|
|
29.7
|
29.7
|
|
Expected life - years
|
3.48
|
3.48
|
|
2.92
|
2.92
|
|
2.58
|
2.58
|
|
Performance
projection period - years
|
2.56
|
2.56
|
|
2.00
|
2.00
|
|
1.66
|
1.66
|
|
Expected dividend yield - %
|
2.60
|
2.60
|
|
2.93
|
2.93
|
|
3.96
|
3.96
|
|
Risk-free rate based on European treasury bonds rate of
return - %
|
(0.737)
p.a.
|
(0.737)
p.a.
|
|
(0.074)
p.a.
|
(0.074)
p.a.
|
|
0.184
p.a.
|
0.184
p.a.
|
|
Fair value per share - €
|
1.36 (2)
|
0.92 (3)
|
|
1.39 (2)
|
0.89 (3)
|
|
1.02 (2)
|
0.46 (3)
|
|
Weighted average fair value of share -
€(4)
|
1.21
|
|
1.22
|
|
0.83
|
|
Number of shares granted
|
2,049,667
|
1,024,833
|
|
20,000
|
10,000
|
|
1,166,667
|
583,333
|
Forfeited during the performance period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation methodology
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
|
Calculation for
|
2/3
ordinary
award
|
1/3
ordinary
award
|
|
2/3
ordinary
award
|
1/3
ordinary
award
|
|
2/3
ordinary
award
|
1/3
ordinary
award
|
|
|
Total charge for the award - €m
|
1.5
|
|
0.4
|
|
0.4
|
|
|
Expected lapse rate
|
0%
|
0%
|
|
0%
|
0%
|
|
0%
|
0%
|
|
|
Share price at grant date - €
|
1.04
|
1.04
|
|
1.04
|
1.04
|
|
1.03
|
1.03
|
|
|
Exercise price - €
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|
|
Expected volatility - %(1)
|
32.7
|
32.7
|
|
32.7
|
32.7
|
|
31.3
|
31.3
|
|
|
Expected life - years
|
3.73
|
3.73
|
|
2.97
|
2.97
|
|
3.49
|
3.49
|
|
|
Performance
projection period - years
|
2.81
|
2.81
|
|
2.81
|
2.81
|
|
2.57
|
2.57
|
|
|
Expected dividend yield - %
|
5.52
|
5.52
|
|
5.52
|
5.52
|
|
5.60
|
5.60
|
|
|
Risk-free rate based on European treasury bonds rate of
return - %
|
2.65 p.a.
|
2.65 p.a.
|
|
2.65 p.a.
|
2.65 p.a.
|
|
2.82 p.a.
|
2.82 p.a.
|
|
|
Fair value per share - €
|
0.85 (2)
|
0.56(3)
|
|
0.88 (2)
|
0.60(3)
|
|
0.85 (2)
|
0.6 5(3)
|
|
|
Weighted average fair value of share -
€(4)
|
0.77
|
|
0.77
|
|
0.78
|
|
|
Number of shares granted
|
1,333,333
|
666,667
|
|
333,333
|
166,667
|
|
426,667
|
213,333
|
|
Forfeited during the performance period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2024 (UK align)
grant
|
|
|
|
|
|
|
|
|
|
|
|
Valuation methodology
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
Black-Scholes
|
Monte-Carlo
|
|
Calculation for
|
2/3
ordinary
award
|
1/3
ordinary
award
|
|
2/3
ordinary award
|
1/3
ordinary award
|
|
2/3
ordinary award
|
1/3
ordinary award
|
|
Total charge for the award - €m
|
3.8
|
|
2.3
|
|
0.5
|
|
Expected lapse rate
|
0%
|
0%
|
|
0%
|
0%
|
|
0%
|
0%
|
|
Share price at grant date - €
|
1.13
|
1.13
|
|
1.13
|
1.13
|
|
1.13
|
1.13
|
|
Exercise price - €
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|
Expected volatility - %(1)
|
30.5
|
30.5
|
|
30.5
|
30.5
|
|
30.5
|
30.5
|
|
Expected life - years
|
2.92
|
2.92
|
|
3.59
|
3.59
|
|
1.59
|
1.59
|
|
Performance
projection period - years
|
2.55
|
2.55
|
|
2.55
|
2.55
|
|
0.55
|
0.55
|
|
Expected dividend yield - %
|
nil (5)
|
nil (5)
|
|
nil (5)
|
nil (5)
|
|
nil (5)
|
nil (5)
|
|
Risk-free rate based on European treasury bonds rate of
return - %
|
2.53
p.a.
|
2.53
p.a.
|
|
2.53
p.a.
|
2.53
p.a.
|
|
3.14
p.a.
|
3.14
p.a.
|
|
Fair value per share - €
|
1.13 (2);(6)
|
0.70 (3),(6)
|
|
1.13 (2);(6)
|
0.62 (3),(6)
|
|
1.13 (2),(6)
|
0.94 (3);(6)
|
|
Weighted average fair value of share -
€(4)
|
0.99
|
|
0.96
|
|
1.07
|
|
Number of shares granted
|
2,569,333
|
1,284,667
|
|
1,573,833
|
786,917
|
|
320,000
|
160,000
|
Forfeited during the performance period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Expected volatility of the Company's share price
was determined by calculating the historical volatility of the
Company's share price over the period immediately prior to the date
of grant, commensurate with the term to the end of the performance
period.
(2) In accordance with IFRS 2, TNR is classed as a
non-market performance condition. As such, the fair value has been
calculated using a Black-Scholes model and does not take the
expected outcome of the performance condition into account. The
Company currently estimates the expected vesting outcome for the
TNR award to be 100%.
(3) In accordance with IFRS 2, relative TSR is
classed as a market-based performance condition. As such, projected
performance and the likelihood of achieving the condition have been
taken into account when calculating the fair value using a
Monte-Carlo model. The model also uses assumptions for the expected
volatility of comparator companies, the pairwise correlation
between comparator companies and TSR performance between the start
of the performance period and the date of grant.
(4) Charges for the awards are based on fair values
calculated at the grant date and expensed on a straight-line basis
over the period that individuals are providing service to the Group
in respect of the awards.
The August 2022 UK grants vested on
19 June 2024. Vesting resulted in the exercise of 535,960 shares
with a weighted average share price of €1.14 at the date of
exercise. 475,290 shares have been surrendered in relation to the
partial settlement of certain participants' tax liabilities arising
in respect of the vesting. An amount of €1.1m was paid for the
participants' tax liabilities.
The August 2022 Germany grants vested
on 29 July 2024. Vesting resulted in the exercise of 34,179 shares
with a weighted average share price of €1.13 at the date of
exercise. 23,985 shares have been surrendered in relation to the
partial settlement of certain participants' tax liabilities arising
in respect of the vesting. An amount of €0.02m was paid for the
participants' tax liabilities.
The September 2021 grant vested on
29 July 2024. Vesting resulted in the exercise of 1,222,688 shares
with a weighted average share price of €1.13 at the date of
exercise. 822,204 shares have been surrendered in relation to the
partial settlement of certain participants' tax liabilities arising
in respect of the vesting. An amount of €0.8m was paid for the
participants' tax liabilities.
Deferred Bonus Plan
The Deferred Bonus Plan ("DBP") is
subject to rules approved by the Board and to the Directors'
Remuneration Policy (approved by shareholders triennially) for
Executive Directors of Sirius Real Estate Limited and two members
of the Senior Management Team within the Group.
The participants are subject to
annual performance bonus conditions and objectives to be agreed by
the Remuneration Committee. At the end of the applicable financial
year, and on receipt of an annual performance bonus, as determined
by the Remuneration Committee, 50% or 65% depending on the
participants are awarded as cash with the remainder transferred
into shares in the Company. Of the remaining 50% or 35% for certain
participants to be transferred in shares, half is deferred for one
year and the remaining half is deferred for two years.
On 6 June 2023 an amount of
194,194 shares vested with a weighted average share price of €1.02
at the date of exercise. 109,477 shares have been surrendered in
relation to the partial settlement of certain participants' tax
liabilities arising in respect of the vesting. An amount of €0.1m
was paid for the participants' tax liabilities.
On 7 July 2023 an amount of 6,347
shares vested with a weighted average share price of €1.02 at the
date of exercise. No shares have been surrendered in relation to
the settlement of tax liabilities arising in respect of the
vesting.
On 10 June 2024 an amount of
255,748 shares vested with a weighted average share price of €1.18
at the date of exercise. 222,466 shares have been surrendered in
relation to the partial settlement of certain participants' tax
liabilities arising in respect of the vesting. An amount of €0.3m
was paid for the participants' tax liabilities.
Number of share awards
Movements in the number of awards outstanding are as
follows:
|
|
Unaudited
six
months ended
30 September 2024
|
|
Audited
year ended
31 March 2024
|
|
|
|
Weighted
average
exercise
price
€m
|
|
|
Weighted
average
exercise
price
€m
|
|
Balance outstanding as at the
beginning of the period (nil exercisable)
|
19,260,260
|
-
|
|
14,478,647
|
-
|
|
Maximum granted during the period
|
13,986,368
|
-
|
|
9,410,131
|
-
|
|
Forfeited during the period
|
(1,680,387)
|
-
|
|
(1,218,500)
|
-
|
|
Exercised during the period
|
(3,531,554)
|
-
|
|
(2,059,541)
|
-
|
Shares surrendered to cover employee tax
obligations
|
|
|
|
|
|
Balance outstanding as at period end
(nil exercisable)
|
|
|
|
|
|
The weighted average remaining contractual life for
the share awards outstanding as at 30 September 2024 was 1.87 years
(31 March 2024: 1.42 years).
Employee benefit schemes
A reconciliation of share-based payments and employee
benefit schemes and their impact on the condensed interim
consolidated income statement is as follows:
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Charge relating to 2021 LTIP - August 2021 grant
|
(0.3)
|
0.2
|
|
Charge relating to 2021 LTIP - July 2022 grant
|
0.4
|
0.2
|
|
Charge relating to 2021 LTIP - June 2023 grant
|
0.5
|
0.3
|
|
Charge relating to 2021 LTIP - September 2023
grant
|
0.1
|
0.0
|
|
Charge relating to 2021 LTIP - July 2024 grant
|
0.4
|
-
|
|
Charge relating to 2021 SIP - September 2021
grant
|
-
|
0.2
|
|
Charge relating to 2021 SIP - April 2022 grant
|
0.0
|
0.0
|
|
Charge relating to 2021 SIP - August 2022 grant
|
0.5
|
0.2
|
|
Charge relating to 2021 SIP - June 2023 grant
|
0.2
|
0.2
|
|
Charge relating to 2021 SIP - September 2023
grant
|
0.1
|
0.0
|
|
Charge relating to 2021 SIP - July 2024 grant
|
0.4
|
-
|
|
|
|
|
Total condensed interim consolidated
income statement charge relating to share-based payments
|
|
|
An amount of €2.7m (30 September 2023: €1.5m) is
recognised in other distributable reserves as per the condensed
interim consolidated statement of changes in equity. In addition,
an amount of €3.8m (30 September 2023: €1.4m) has been paid for
participants' tax liabilities in relation to share-based payment
schemes
8. Finance income, finance expense and change in fair
value of derivative financial instruments
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Bank interest income
|
4.0
|
1.2
|
Finance income from associates
|
|
|
|
|
|
|
|
Bank loan interest expense
|
(10.3)
|
(6.8)
|
|
Interest expense related to lease liabilities (see
note 13)
|
(0.5)
|
(0.6)
|
Amortisation of capitalised finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative financial
instruments
|
|
|
|
|
|
|
The change in fair value of derivative financial
instruments reflects the change in the market valuation of these
financial instruments.
9. Taxation
Condensed interim consolidated income statement
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Current income tax
|
|
|
|
Current income tax charge
|
(2.0)
|
(2.6)
|
Adjustment in respect of prior periods
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
Relating to origination and reversal of temporary
differences
|
|
|
|
|
|
|
Income tax charge reported in the
income statement
|
|
|
Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities are
attributable to the following:
|
|
Condensed interim
consolidated statement of financial position
|
|
Condensed interim
consolidated income statement
|
|
|
|
Unaudited
30
September
2024
|
Audited
31 March
2024
|
|
Unaudited
six
months
ended
30
September
2024
|
Unaudited
six months
ended
30 September
2023
|
|
|
|
|
|
|
|
|
|
|
Revaluation of owned investment property
|
(111.0)
|
(107.3)
|
|
(3.7)
|
(3.6)
|
|
|
Lease incentives
|
(0.7)
|
(0.7)
|
|
(0.0)
|
-
|
|
|
Fixed asset temporary differences
|
(0.0)
|
(0.0)
|
|
0.0
|
0.1
|
|
|
Effects of derivative financial instruments
|
-
|
-
|
|
-
|
0.1
|
|
|
Fair value adjustment on leased investment
properties (assets)
|
3.4
|
3.6
|
|
(0.2)
|
-
|
|
|
Fair value adjustment on leased investment
properties (liabilities)
|
(3.2)
|
(3.4)
|
|
0.2
|
-
|
|
Recognised tax losses offset against temporary
differences
|
|
|
|
|
|
|
|
Deferred tax
income/(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group has not recognised a deferred tax asset on
€201.4m (31 March 2024: €191.2m) of tax losses carried forward and
future share scheme deductions as it is not considered probable
that future profits will be available to offset the deferred tax
asset against. There is no expiration date on the losses and future
share scheme tax deductions will convert to tax losses on
realisation.
A change in ownership of the Group may result in
restriction on the Group's ability to use tax losses in certain tax
jurisdictions.
A deferred tax liability is recognised on temporary
differences of €nil (31 March 2024: €nil) relating to the
unremitted earnings of overseas subsidiaries as the Group is able
to control the timing of the reversal of these temporary
differences and it is probable that they will not reverse in the
foreseeable future.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to offset current tax assets
against current tax liabilities and when they relate to income
taxes levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net
basis.
The following is the analysis of the deferred tax
balances (after offset) by jurisdiction:
|
|
|
|
|
|
|
|
|
Unaudited
30
September
2024
|
Audited
31 March
2024
|
|
Unaudited
30
September
2024
|
Audited
31 March
2024
|
|
Unaudited
30
September
2024
|
Audited
31 March
2024
|
|
|
|
|
|
|
|
|
|
|
|
UK
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
Germany
|
28.3
|
28.7
|
|
(114.9)
|
(111.4)
|
|
(86.6)
|
(82.7)
|
|
|
|
|
|
|
|
|
|
|
Deferred tax
assets/(liabilities)
|
|
|
|
|
|
|
|
|
Current tax assets and liabilities
The following is the analysis of the current tax
balances (after offset) by jurisdiction:
|
|
|
|
|
|
|
|
|
Unaudited
30
September
2024
|
Audited
31 March
2024
|
|
Unaudited
30
September
2024
|
Audited
31 March
2024
|
|
Unaudited
30
September
2024
|
Audited
31 March
2024
|
|
|
|
|
|
|
|
|
|
|
|
UK
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
Germany
|
-
|
-
|
|
(4.6)
|
(6.5)
|
|
(4.6)
|
(6.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. Earnings per share
The calculation of the basic, diluted, EPRA, headline
and adjusted earnings per share are based on the following
data:
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Earnings attributable to the owners
of the Company
|
|
|
|
Basic earnings
|
55.5
|
31.7
|
|
Diluted earnings
|
55.5
|
31.7
|
|
EPRA earnings
|
56.5
|
48.2
|
|
Diluted EPRA earnings
|
56.5
|
48.2
|
|
Headline earnings
|
56.5
|
47.5
|
Diluted headline earnings
|
|
|
|
Adjusted
|
|
|
|
Basic earnings
|
55.5
|
31.7
|
|
(Deduct gain)/add loss on revaluation of investment
properties
|
(2.8)
|
10.1
|
|
Add loss on disposal of properties
|
0.2
|
0.0
|
|
Tax in relation to the revaluation gains/losses of
investment properties and gains/losses on disposal of properties
above less REIT related tax effects
|
3.9
|
5.3
|
|
NCI relating to revaluation (net of related tax)
|
0.0
|
(0.0)
|
|
NCI relating to gain on disposal of properties (net
of related tax)
|
-
|
(0.0)
|
|
(Deduct gain)/add loss on revaluation of investment
property from associates
|
(0.4)
|
0.5
|
Tax in relation to the revaluation gains/losses on
investment property from associates above
|
|
|
|
Headline earnings after
tax
|
56.5
|
47.5
|
|
Add change in fair value of derivative financial
instrument (net of related tax and NCI)
|
-
|
0.7
|
|
Deduct loss on revaluation of leased investment
properties (net of related tax)
|
(0.6)
|
(0.7)
|
Add adjusting items (net of related tax and NCI)
|
|
|
Adjusted earnings after
tax
|
|
|
|
Number of shares
|
|
|
Weighted average number of ordinary shares for the
purpose of basic, headline, adjusted and basic EPRA earnings per
share
|
|
|
Weighted average number of ordinary shares for the
purpose of diluted earnings, diluted headline earnings, diluted
adjusted earnings and diluted EPRA earnings per share
|
|
|
|
|
|
|
Diluted earnings per
share
|
|
|
Basic EPRA earnings per
share
|
|
|
Diluted EPRA earnings per
share
|
|
|
Headline earnings per
share
|
|
|
Diluted headline earnings per
share
|
|
|
Adjusted earnings per
share
|
|
|
Adjusted diluted earnings per
share
|
|
|
Adjusting items in the above table
are made up from the following (as stated within administrative
expenses):
|
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Other expenses not included in FFO
|
5
|
0.7
|
0.3
|
|
|
|
|
|
|
|
|
|
|
The following table shows the reconciliation of
basic to headline earnings, separately disclosing the impact before
tax (gross column) and after tax (net column):
|
|
Unaudited six months
ended 30
September 2024
|
|
Unaudited six months
ended 30 September
2023
|
|
|
Gross
|
Net
|
|
Gross
|
Net
|
|
|
|
|
|
|
|
|
Basic earnings
|
|
55.5
|
|
|
31.7
|
|
(Deduct gain)/add loss on revaluation of investment
properties
|
(2.8)
|
1.1
|
|
10.1
|
15.4
|
|
Add loss on disposal of properties
|
0.2
|
0.2
|
|
0.0
|
0.0
|
|
NCI relating to revaluation
|
0.0
|
0.0
|
|
0.0
|
(0.0)
|
|
NCI relating to gain on disposal of properties
|
-
|
-
|
|
(0.0)
|
(0.0)
|
(Deduct gain)/add loss on revaluation of investment
property from associates
|
|
|
|
|
|
|
|
|
|
|
|
|
EPRA earnings
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Basic and diluted earnings attributable to owners of
the Company
|
55.5
|
31.7
|
|
(Deduct gain)/add loss on revaluation of investment
properties
|
(2.8)
|
10.1
|
|
Add loss on disposal of properties (net of related
tax)
|
0.2
|
0.0
|
|
Change in fair value of derivative financial
instruments
|
-
|
0.8
|
|
Deferred tax in respect of EPRA earnings
adjustments
|
3.9
|
5.2
|
|
NCI relating to revaluation (net of related tax)
|
0.0
|
(0.0)
|
|
NCI relating to gain on disposal of properties (net
of related tax)
|
-
|
(0.0)
|
|
(Deduct gain)/add loss on revaluation of investment
property from associates
|
(0.4)
|
0.5
|
Tax in relation to the revaluation gains/losses on
investment property from associates
|
|
|
|
|
|
|
For more information on EPRA earnings refer to Annex
1.
For the calculation of basic, headline, adjusted, EPRA
and diluted earnings per share the number of shares does not
include 5,243,647 own shares held (30 September 2023: 7,292,222
shares), which are held by an Employee Benefit Trust on behalf of
the Group.
The weighted average number of shares for the purpose
of diluted, diluted EPRA, diluted headline and adjusted diluted
earnings per share is calculated as follows:
|
|
Unaudited
six
months
ended
30
September
2024
|
Unaudited
six months
ended
30 September
2023
|
|
Weighted average number of ordinary shares for the
purpose of basic, basic EPRA, headline and adjusted earnings per
share
|
1,415,498,735
|
1,169,697,061
|
Weighted average effect of grant of share awards
|
|
|
Weighted average number of ordinary
shares for the purpose of diluted, diluted EPRA, diluted headline
and adjusted diluted earnings per share
|
|
|
11. Net asset value per share
|
|
Unaudited
30
September
2024
€m
|
|
|
Net asset value
|
|
|
|
Net asset value for the purpose of assets per share
(total equity attributable to the owners of the Company)
|
1,608.2
|
1,407.3
|
Deferred tax liabilities (see note 9)
|
|
|
Adjusted net asset value
attributable to the owners of the Company
|
|
|
|
Number of shares
|
|
|
|
Number of ordinary shares for the purpose of net
asset value per share and adjusted net asset value per share
|
1,506,613,743
|
1,340,848,147
|
|
Number of ordinary shares for the purpose of EPRA
NRV, NTA and NDV per share
|
1,531,813,307
|
1,360,108,407
|
|
Net asset value per
share
|
106.74c
|
104.96c
|
Adjusted net asset value per
share
|
|
|
|
|
EPRA
NRV
|
EPRA
NTA
|
EPRA
NDV
|
Unaudited 30 September
2024
|
|
|
|
Net asset value as at period end (basic)
|
|
|
|
Diluted net asset value at fair
value
|
|
|
|
|
Group
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties
|
86.6
|
86.6(1)
|
n/a
|
|
Intangibles
|
n/a
|
(3.1)
|
n/a
|
|
Fair value of fixed interest rate debt
|
n/a
|
n/a
|
84.7
|
|
Real estate transfer tax
|
182.1
|
n/a
|
n/a
|
|
Investment in associate
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties
|
7.2
|
7.2(1)
|
n/a
|
|
Fair value of fixed interest rate debt
|
n/a
|
n/a
|
4.3
|
|
|
|
|
|
Total EPRA NRV, NTA and
NDV
|
|
|
|
EPRA NRV, NTA and NDV per
share
|
|
|
|
|
|
EPRA NRV
|
EPRA NTA
|
EPRA NDV
|
|
|
|
|
|
Net asset value as at period end (basic)
|
|
|
|
Diluted net asset value at fair
value
|
|
|
|
|
Group
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties
|
82.7
|
82.7(1)
|
n/a
|
|
Intangibles
|
n/a
|
(3.3 )
|
n/a
|
|
Fair value of fixed interest rate debt
|
n/a
|
n/a
|
114.7
|
|
Real estate transfer tax
|
170.3
|
n/a
|
n/a
|
|
Investment in associate
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties
|
7.0
|
7.0 (1)
|
n/a
|
|
Fair value of fixed interest rate debt
|
n/a
|
n/a
|
6.7
|
|
|
|
|
|
Total EPRA NRV, NTA and
NDV
|
|
|
|
EPRA NRV, NTA and NDV per
share
|
|
|
|
(1) The Group intends to hold onto the
investment properties and has excluded such deferred taxes for the
whole portfolio as at period end except for, when applicable,
deferred tax in relation to assets held for sale.
For more information on adjusted net asset value and
EPRA NRV, NTA and NDV, refer to Annex 1.
The number of ordinary shares for the purpose of EPRA
NRV, NTA and NDV per share is calculated as follows:
|
|
Unaudited
30
September
2024
|
|
|
Number of ordinary shares for the purpose of net
asset value per share and adjusted net asset value per share
|
1,506,613,743
|
1,340,848,147
|
Effect of grant of share awards
|
|
|
Number of ordinary shares for the
purpose of EPRA NRV, NTA and NDV per share
|
|
|
The number of shares does not include 5,243,647 own
shares held (31 March 2024: 7,292,222 shares), which are held by an
Employee Benefit Trust on behalf of the Group.
12. Investment properties
The movement in the book value of investment
properties is as follows:
|
|
Unaudited
30
September
2024
€m
|
|
|
Total investment properties at book value as at the
beginning of the period
|
2,210.6
|
2,123.0
|
|
Additions - owned investment properties
|
126.1
|
74.1
|
|
Capital expenditure and broker fees
|
22.7
|
37.7
|
|
Disposals
|
(2.2)
|
(48.9)
|
|
Gain on revaluation of owned investment
properties
|
3.6
|
12.4
|
|
Adjustment in respect of lease incentives
|
(0.2)
|
0.7
|
|
Loss on revaluation of leased investment
properties
|
(0.6)
|
(0.9)
|
Foreign exchange differences
|
|
|
Total investment properties at book
value as at period end(1)
|
|
|
(1) Excluding assets held for sale when
applicable.
The reconciliation of the valuation carried out by the
external valuer to the carrying values shown in the condensed
interim consolidated statement of financial position is as
follows:
|
|
Unaudited
30
September
2024
€m
|
|
|
Owned investment properties at market value per
valuer's report(1)
|
2,353.1
|
2,190.6
|
|
Adjustment in respect of lease incentives
|
(4.1)
|
(3.9)
|
Leased investment property market value
|
|
|
Total investment properties at book
value as at period end(1)
|
|
|
(1) Excluding assets held for sale when
applicable.
The fair value (market value) of the Group's owned
investment properties at period end has been arrived at on the
basis of a valuation carried out at that date by Cushman &
Wakefield LLP (31 March 2024: Cushman & Wakefield LLP), an
independent valuer accredited by the Royal Institution of Chartered
Surveyors ("RICS"). The fee arrangement with Cushman &
Wakefield LLP for the valuation of the Group's properties is fixed,
subject to an adjustment for acquisitions and disposals.
The value of each of the properties has been assessed
in accordance with the RICS valuation standards on the basis of
market value. The methodology and assumptions used to determine the
fair value of the properties are consistent with the previous
period.
The weighted average lease expiry remaining across the
owned portfolio in Germany as at period end was 2.6 years (31 March
2024: 2.7 years). The weighted average lease expiry remaining
across the owned portfolio in the UK as at period end was 1.31
years (31 March 2024: 1.17 years). Licence agreements in the UK are
rolling and are included in the valuation.
.
The reconciliation of loss or gain on revaluation as
per the condensed interim consolidated income statement is as
follows:
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Gain/(loss) on revaluation of owned investment
properties
|
3.6
|
(9.6)
|
|
Adjustment in respect of lease incentives
|
(0.2)
|
0.2
|
Loss on revaluation of leased investment
properties
|
|
|
Gain/(loss) on revaluation of
investment properties reported in the income statement
|
|
|
Included in the loss or gain on revaluation of
investment properties reported in the income statement are gross
gains of €36.9m and gross losses of €34.1m (30 September 2023:
gross gains of €28.6m and gross losses of €38.7m).
Other than the capital commitments disclosed in note
25, the Group is under no contractual obligation to purchase,
construct or develop any investment property. The Group is
responsible for routine maintenance of the investment
properties.
All investment properties are categorised as Level 3
fair values as they use significant unobservable inputs. There have
not been any transfers between levels during the period. Investment
properties have been classed according to their asset type.
Information on these significant unobservable inputs per class of
investment property is disclosed below (excluding leased investment
properties).
The valuation for investment properties (including
assets classified as held for sale when applicable) is performed on
a lease-by-lease basis due to the mixed-use nature of the sites
using:
» the discounted cash flow ("DCF")
technique for the German portfolio; or
» a blended approach of an initial DCF
on the net operating income for a period, reflecting the
all-inclusive leases typically used in the BizSpace business,
followed by a capitalised income basis (where income is capitalised
by an appropriate yield which reflects the age, location,
ownership, customer base and agreement type) for the UK
portfolio.
This gives rise to large ranges in the inputs.
|
|
|
Current
rental
rate per
sqm
€
|
|
Market
rental
rate per
sqm
€
|
|
|
|
|
|
|
|
|
|
|
Unaudited 30 September
2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traditional business
parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature
|
400.6
|
2.88
|
8.87
|
|
2.80
|
8.53
|
|
88.1
|
100.0
|
|
5.1
|
9.8
|
|
4.3
|
7.6
|
|
4.5
|
7.0
|
|
6
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total traditional business
parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Modern business parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature
|
200.7
|
5.67
|
9.79
|
|
4.42
|
10.59
|
|
85.5
|
100.0
|
|
5.2
|
6.9
|
|
4.2
|
5.8
|
|
4.4
|
5.4
|
|
6
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total modern business
parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature
|
54.8
|
8.88
|
14.21
|
|
9.68
|
11.19
|
|
89.9
|
91.7
|
|
4.9
|
9.0
|
|
3.8
|
7.6
|
|
4.9
|
5.3
|
|
9
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
rental
rate per
sqm
€
|
|
Market
rental
rate per
sqm
€
|
|
|
|
|
|
|
Unaudited 30 September
2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current rental
rate per sqm
€
|
|
Market rental
rate per sqm
€
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traditional business
parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature
|
392.4
|
2.88
|
9.09
|
|
2.75
|
7.99
|
|
89.5
|
100.0
|
|
4.9
|
9.9
|
|
4.1
|
7.6
|
|
4.4
|
7.1
|
|
6
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total traditional business
parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Modern business parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature
|
230.6
|
5.67
|
11.20
|
|
4.30
|
10.35
|
|
94.4
|
100.0
|
|
5.5
|
9.7
|
|
4.6
|
8.8
|
|
4.3
|
5.4
|
|
6
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total modern business
parks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature
|
46.9
|
12.27
|
15.52
|
|
9.66
|
11.14
|
|
90.9
|
93.5
|
|
7.4
|
8.7
|
|
6.2
|
7.3
|
|
4.9
|
4.9
|
|
9
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current rental
rate per sqm
€
|
|
Market rental
rate per sqm
€
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of the level of judgement and estimates
used in arriving at the market valuations, the amounts which may
ultimately be realised in respect of any given property may differ
from valuations shown in the statement of financial position. Key
inputs are considered to be inter-related whereby changes in one
key input can result in changes in other key inputs. The impact of
changes in relation to the key inputs is also shown in the table
below:
Unaudited 30 September
2024
|
|
Change
of 5%
in
market rental rates
€m
|
|
Change
of 0.25%
in
discount rates
€m
|
|
Change
of 0.5%
in gross
initial yield
€m
|
|
Change
of 0.5%
in net
initial yield
€m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total traditional business
parks
|
1,041.1
|
52.2
|
(52.6)
|
|
(20.4)
|
20.5
|
|
(78.0)
|
92.3
|
|
(101.1)
|
127.9
|
|
Total modern business
parks
|
477.5
|
22.4
|
(22.3)
|
|
(9.6)
|
10.1
|
|
(33.7)
|
39.5
|
|
(41.0)
|
50.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited 30 September
2024
|
|
Change
of 5%
in
market rental rates
€m
|
|
Change
of 0.5%
in net
initial yield
€m
|
|
|
|
|
|
|
|
Total mixed-use schemes
|
208.1
|
8.6
|
(8.0)
|
|
(12.6)
|
15.0
|
|
Total office
|
142.4
|
4.1
|
(4.3)
|
|
(6.0)
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of 5%
in market rental
rates
€m
|
|
Change of 0.25%
in discount rates
€m
|
|
Change of 0.5%
in gross initial
yield
€m
|
|
Change of 0.5%
in net initial yield
€m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total traditional business
parks
|
964.4
|
48.0
|
(47.7)
|
|
(18.8)
|
19.1
|
|
(72.0)
|
85.1
|
|
(91.9)
|
115.5
|
|
Total modern business
parks
|
489.1
|
23.2
|
(23.3)
|
|
(9.7)
|
9.8
|
|
(33.7)
|
39.3
|
|
(41.0)
|
49.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of 5%
in market rental
rates
€m
|
|
Change of 0.5%
in net initial
yield
€m
|
|
|
|
|
|
|
|
|
Total mixed-use schemes
|
153.2
|
5.7
|
(5.8)
|
|
(8.8)
|
9.8
|
|
Total office
|
136.5
|
3.9
|
(4.3)
|
|
(5.8)
|
6.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13. Right of use assets and lease liabilities
Set out below are the carrying amounts of right of use
assets (excluding those classified as investment properties)
recognised and the movements during the period:
|
|
|
|
|
As at 31 March 2023
(audited)
|
14.4
|
14.4
|
|
|
|
|
As at 30 September
2023 (unaudited)
|
|
|
|
Depreciation expense
|
(0.9)
|
(0.9)
|
Foreign exchange differences
|
|
|
As at 31 March 2024
(audited)
|
|
|
|
Depreciation expense
|
(0.9)
|
(0.9)
|
Foreign exchange differences
|
|
|
As at 30 September 2024
(unaudited)
|
|
|
In addition to office spaces the Group is also
counterparty to long-term leasehold agreements and head leases
relating to commercial property. Right of use assets amounting to
€23.6m (31 March 2024: €23.9m) are classified as investment
properties, of which €22.0m (31 March 2024: €21.8m) relate to
long-term leasehold and €1.6m (31 March 2024: €2.1m) relate to
commercial property.
Set out below are the carrying amounts of lease
liabilities and the movements during the period:
|
|
Unaudited
30
September
2024
€m
|
|
|
Balance as at the beginning of the period
|
(37.8)
|
(39.6)
|
|
Accretion of interest
|
(0.5)
|
(1.1)
|
|
Payments
|
1.7
|
3.3
|
Foreign exchange differences
|
|
|
|
|
|
|
Current lease liabilities as at
period end
|
|
|
Non-current lease liabilities as at
period end
|
|
|
The following table sets out the carrying amount, by
maturity, of the Group's lease liabilities:
Unaudited 30 September
2024
|
|
|
|
|
|
Commercial property(1)
|
(0.2)
|
(0.9)
|
-
|
(1.1)
|
|
Long-term leasehold(1)
|
(0.2)
|
(1.1)
|
(20.7)
|
(22.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial property(1)
|
(0.2)
|
(1.0)
|
-
|
(1.2)
|
|
Long-term leasehold(1)
|
(0.2)
|
(1.1)
|
(20.5)
|
(21.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) These lease liabilities relate to
right of use assets recorded as investment properties.
The overall weighted average discount rate used for
the period is 2.8% (31 March 2024: 2.8%).
14. Other non-current financial assets
|
|
Unaudited
30
September
2024
€m
|
|
|
Deposits
|
4.0
|
4.0
|
|
|
|
|
|
|
|
|
Loans to associates relate to shareholder loans
granted to associates by the Group. The loans terminate on 31
December 2026 and are charged at a fixed interest rate. The
expected credit loss has been considered based on multiple factors
such as history of repayments, forward looking budgets and
forecasts. Based on the assessment the expected credit loss was
immaterial.
15. Investment in associates
The principal activity of the associates is the
investment in, and development of, commercial property located in
Germany and to provide conventional and flexible workspace. Since
the associates are individually immaterial the Group is disclosing
aggregated information for the associates.
The following table illustrates the summarised
financial information of the Group's investment in associates:
|
|
Unaudited
30
September
2024
€m
|
|
|
Current assets
|
28.7
|
29.7
|
|
Non-current assets(1)
|
362.8
|
360.7
|
|
Current liabilities
|
(25.6)
|
(24.9)
|
|
|
|
|
|
Equity
|
66.3
|
66.8
|
Unrecognised accumulated losses
|
|
|
|
|
|
|
Group's share in equity - 35%
|
|
|
(1) Non-current assets are only investment
properties. These are valued using the same methodology as the
German investment properties as stated in note 12.
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Net operating income
|
12.9
|
9.8
|
|
Loss on revaluation of investment properties
|
(0.7)
|
(3.3)
|
|
|
|
|
|
Operating profit
|
8.8
|
4.7
|
|
|
|
|
|
Profit before tax
|
4.5
|
0.3
|
|
Taxation
|
(0.9)
|
(0.5)
|
Unrecognised (profit)/loss
|
|
|
Total profit and comprehensive
income for the period after tax
|
|
|
Group's share of profit for the period - 35%
|
|
|
Included within the non-current liabilities are
shareholder loans amounting to €128.8m (31 March 2024: €128.8m). As
at period end no contingent liabilities existed (31 March 2024:
none). The associates had contracted capital expenditure for
development and enhancements of €2.8m as at period end (31 March
2024: €3.0m).
The following table illustrates the movement in
investment in associates:
|
|
Unaudited
30
September
2024
€m
|
|
|
Balance as at the beginning of the period
|
25.2
|
26.7
|
|
Dividend received
|
(1.4)
|
(2.1)
|
|
|
|
|
|
|
|
|
16. Trade and other receivables
|
|
Unaudited
30
September
2024
€m
|
|
|
Gross trade receivables
|
25.4
|
20.7
|
Expected credit loss provision
|
|
|
|
Net trade receivables
|
15.8
|
12.9
|
|
Other receivables
|
17.4
|
20.6
|
|
|
|
|
|
|
|
|
Other receivables include primarily accrued income
of €5.4m (31 March 2024: €4.5m), lease incentives of €4.1m (31
March 2024: €3.9m), accrued income from investment in associates of
€4.5m (31 March 2024: €3.7m) and as at 31 March 2024 a receivable
regarding the disposal of Stoke of €3.5m.
As at period end there were no prepayments for
acquisitions costs, for the year ended 31 March 2024, prepayments
included costs of €7.1m relating to the acquisitions of new sites
in Dresden, Germany (€1.0m), Klipphausen, Germany (€1.4m) and
Gloucestershire, UK (€4.7m).
17. Cash and cash equivalents
|
|
Unaudited
30
September
2024
€m
|
|
|
Cash at bank
|
61.1
|
125.3
|
|
Short-term investments
|
236.5
|
89.2
|
|
Cash restricted under contractual terms:
|
|
|
|
- Deposit for bank guarantees
|
3.1
|
3.0
|
- Deposits received from tenants
|
|
|
|
|
|
|
Cash at bank earns interest at floating rates based
on daily bank deposit rates. The fair value of cash as at period
end is €329.3m (31 March 2024: €244.2m).
Short-term investments are an
investment in Money Market Funds. The Group invests only in highly
liquid products with short maturities, which are readily
convertible to a known amount of cash and that are subject to an
insignificant risk of changes in value.
Tenants' deposits are legal
securities of tenants retained by the Group without the right to
use these cash deposits for purposes other than strictly tenant
related transactions (e.g. move-out costs, costs due to
non-compliance with certain terms of the lease agreement or late
rent/service charge payments). The tenants' deposits meet the
definition of cash as the Group can access these deposits on
demand.
Cash is held by reputable banks and the Group
assessed the expected credit loss to be immaterial.
18. Trade and other payables
|
|
Unaudited
30
September
2024
€m
|
|
|
Trade payables
|
5.3
|
14.6
|
|
Accrued expenses
|
43.7
|
43.9
|
|
Provisions
|
3.8
|
3.1
|
|
Interest and amortisation payable
|
6.6
|
6.2
|
|
Tenant deposits
|
28.6
|
26.8
|
|
Unearned revenue
|
14.4
|
11.5
|
|
|
|
|
|
|
|
|
The Group have recognised a
provision of €3.8m (31 March 2024: €3.1m) for an ongoing legal
claim in relation to a property which was sold during 2017. The
recognised provision as at 31 March 2024 has been reassessed and
the provision has increased by €0.7m as at 30 September 2024.The
provision amount represents the Directors best estimate of the
potential outflow at the present time, however, the Directors
recognise there is uncertainty relating to this amount. The
expected timing of settlement of this provision is less than 12
months and is not discounted due to the expected timing of
settlement.
Unearned revenue includes service charge amounts of
€2.4m (31 March 2024: €2.5m). Service charge income is only
recognised as income when the performance obligations are met.
Included within other payables are credit balances due
to tenants in relation to over collections of service charge in
amount of €3.9m (31 March 2024: €4.7m).
The following table breaks down the balance of
accrued expenses:
|
|
Unaudited
30
September
2024
€m
|
|
|
Costs relating to service charge
|
28.1
|
23.2
|
|
Bonuses
|
5.4
|
6.8
|
|
Costs relating to non-recurring projects
|
-
|
0.8
|
|
Administrative costs
|
2.2
|
5.4
|
|
|
|
|
|
|
|
|
19. Interest-bearing loans and borrowings
|
|
|
|
Unaudited
30
September
2024
€m
|
|
|
Current
|
|
|
|
|
|
Berlin Hyp AG
|
|
|
|
|
|
- fixed rate facility
|
4.26
|
31 October 2030
|
2.7
|
2.6
|
|
Saarbrücken Sparkasse
|
|
|
|
|
|
- fixed rate facility
|
1.53
|
28 February 2025
|
13.0
|
13.5
|
|
Deutsche Pfandbriefbank AG
|
|
|
|
|
|
- fixed rate facility
|
4.25
|
31 December 2030
|
1.3
|
1.3
|
|
Schuldschein
|
|
|
|
|
|
- floating rate facility
|
Floating(1)
|
6 January 2025
|
5.0
|
5.0
|
|
- fixed rate facility
|
1.70
|
3 March 2025
|
10.0
|
10.0
|
Capitalised finance charges on all loans
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
Berlin Hyp AG
|
|
|
|
|
|
- fixed rate facility
|
4.26
|
31 October 2030
|
164.9
|
166.3
|
|
Deutsche Pfandbriefbank AG
|
|
|
|
|
|
- fixed rate facility
|
4.25
|
31 December 2030
|
56.1
|
56.7
|
|
Corporate bond I
|
|
|
|
|
|
- fixed rate
|
1.125
|
22 June 2026
|
400.0
|
400.0
|
|
Corporate bond II
|
|
|
|
|
|
- fixed rate
|
1.75
|
24 November 2028
|
359.9
|
300.0
|
Capitalised finance charges on all loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) This unsecured facility has a
floating rate of 1.70% over six month EURIBOR (not less than
0%).
The movement of loans and borrowings for the period
ended 30 September 2024 comprised of €2.3m repayment of loans,
€59.9m loan drawdowns and €(7.5)m net movement of capitalisation of
finance charges being €(9.0)m new capitalised finance charges and
€1.5m amortisation of finance charges (31 March 2024: €248.1m,
€228.3m and €0.4m respectively).
The Group has pledged 15 (31 March 2024: 15)
investment properties to secure several separate interest-bearing
debt facilities granted to the Group. The 15 (31 March 2024: 15)
properties had a combined valuation of €537.2m as at period end (31
March 2024: €528.3m).
The Group's loans are subject to
various covenants, which include interest cover ratio, loan to
value, debt service cover, occupancy, etc. as stipulated in the
loan agreements.
During the period, the Group did
not breach any of its loan covenants, nor did it default on any of
its obligations under its loan agreements and the Group has a
sufficient level of headroom as at period end.
Refer to note 2(d) where the Group
discloses forecast covenant compliance with regard to management's
going concern assessment.
Berlin Hyp AG
On 1 November 2023, the Group agreed to a facility
agreement with Berlin Hyp AG for €170.0m. The loan terminates on 31
October 2030. Amortisation is 1.5% per annum with the remainder due
in one instalment on the final maturity date. The loan facility is
charged at a fixed interest rate of 4.26%. This facility is secured
over nine property assets. No changes to the terms of the facility
have occurred during the six month period ended 30 September
2024.
Saarbrücken Sparkasse
On 28 March 2018, the Group agreed to a facility
agreement with Saarbrücken Sparkasse for €18.0m. The loan
terminates on 28 February 2025. Amortisation is 4.0% per annum with
the remainder due in one instalment on the final maturity date. The
facility is charged at a fixed interest rate of 1.53%. The facility
is secured over one property asset. No changes to the terms of the
facility have occurred during the six month period ended 30
September 2024.
Deutsche Pfandbriefbank AG
On 1 January 2024, the Group agreed to a facility
agreement with Deutsche Pfandbriefbank AG for €58.3m. The loan
terminates on 31 December 2030. Amortisation is 2.1% per annum with
the remainder due in one instalment on the final maturity date. The
loan facility is charged at a fixed interest rate of 4.25%. This
facility is secured over five property assets. No changes to the
terms of the facility have occurred during the six month period
ended 30 September 2024.
Schuldschein
On 2 December 2019, the Group agreed new loan
facilities in the form of an unsecured Schuldschein for €20.0m. On
25 February 2020, the Group agreed new loan facilities in the form
of an unsecured Schuldschein for €30.0m. In total the unsecured
facility amounts to €50.0m spread over five tranches and is charged
at a blended interest rate of 1.60% and average maturity of 2.6
years with no amortisation. The first and second tranches totalling
€15.0m were repaid during the twelve month period ended 31 March
2023.
On 30 June 2023, the Group repaid an amount of €20.0m
resulting in a remaining €15.0m for the loan facility. No changes
to the terms of the facility have occurred during the six month
period ended 30 September 2024.
Corporate bond I
On 22 June 2021, the Group raised its inaugural
corporate bond for €400.0m. The bond, which is listed on the
Luxembourg Stock Exchange, has a term of five years and an interest
rate of 1.125% due annually on its anniversary date, with the
principal balance due on 22 June 2026. No changes to the terms of
the facility have occurred during the six month period ended 30
September 2024.
Corporate bond II
On 24 November 2021, the Group issued its second
corporate bond for €300.0m. The bond, which is listed on the
Luxembourg Stock Exchange, has a term of seven years and an
interest rate of 1.75% due annually on its anniversary date, with
the principal balance due on 24 November 2028.
On 17 May 2024, the Group issued a bond tap for €59.9m
to be consolidated and form a single series with the €300.0m
corporate bond above with the same conditions attached.
EPRA loan to value
("LTV")
|
|
|
Proportionate
consolidation
|
|
Unaudited 30 September 2024
|
|
Investment in
associates
€m
|
|
|
Interest-bearing loans and
borrowings(1)
|
235.2
|
52.3
|
287.5
|
|
Corporate bonds
|
759.9
|
-
|
759.9
|
|
Net
payables(2)
|
74.3
|
5.7
|
80.0
|
Cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
Investment properties
|
2,372.6
|
127.0
|
2,499.6
|
|
Plant
and equipment
|
15.2
|
-
|
15.2
|
|
Intangible assets
|
3.1
|
-
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportionate consolidation
|
|
|
|
|
Investment in associates
€m
|
|
|
Interest-bearing loans and
borrowings(1)
|
245.1
|
52.2
|
297.3
|
|
Corporate bonds
|
700.0
|
-
|
700.0
|
|
Net
payables(2)
|
75.3
|
5.9
|
81.2
|
Cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
Investment properties
|
2,210.6
|
126.2
|
2,336.8
|
|
Plant
and equipment
|
7.8
|
-
|
7.8
|
|
Intangible assets
|
3.3
|
-
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Excludes corporate
bonds as shown as a separate line.
(2) This is made up of
deposits, trade and other receivables, derivative financial
instruments, trade and other payables and current tax
liabilities.
20. Financial instruments
Fair values
Set out below is a comparison by category of carrying
amounts and fair values of all the Group's financial instruments
that are carried in the financial statements (excluding assets held
for sale and liabilities directly associated with assets held for
sale when applicable):
|
|
|
Unaudited
30
September 2024
|
|
|
|
|
Fair value
hierarchy
level
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
329.3
|
329.3
|
|
244.2
|
244.2
|
|
Trade and other receivables(1)
|
|
33.1
|
33.1
|
|
33.5
|
33.5
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
Trade and other payables
|
|
50.2
|
50.2
|
|
56.2
|
56.2
|
|
Interest-bearing loans and borrowings(2)
|
|
|
|
|
|
|
|
Floating rate borrowings
|
2
|
5.0
|
5.0
|
|
5.0
|
5.0
|
|
|
|
|
|
|
|
|
(1) This is made up of net trade receivables,
other receivables (excluding lease incentives) and deposits.
(2) Excludes loan issue costs.
All amounts in the table above are carried at
amortised cost.
Fair value hierarchy
For financial assets or liabilities measured at
amortised cost and whose carrying value is a reasonable
approximation to fair value there is no requirement to analyse
their value in the fair value hierarchy.
The below analyses financial instruments measured at
fair value into a fair value hierarchy based on the valuation
technique used to determine fair value:
Level 1: quoted prices (unadjusted) in active markets
for identical assets or liabilities;
Level 2: inputs other than quoted prices included
within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from
prices); and
Level 3: inputs for the asset or liability that are
not based on observable market data (unobservable inputs).
The fair values of the loans and borrowings have been
calculated based on a discounted cash flow model using the
prevailing market rates of interest.
21. Issued share capital
|
|
|
|
Ordinary shares of no par value
|
|
|
As at 30 September 2024 (unaudited)
and 31 March 2024 (audited)
|
|
|
|
|
|
|
|
As at 31 March 2023
(audited)
|
1,168,371,222
|
-
|
|
Issued ordinary shares
|
1,859,000
|
-
|
|
Transfer of share capital to other distributable
reserves
|
-
|
-
|
|
Shares issued to the Employee Benefit Trust
|
-
|
-
|
Shares allocated by the Employee Benefit Trust
|
|
|
|
As at 30 September 2023
(unaudited)
|
1,170,430,763
|
-
|
|
Issued ordinary shares
|
170,417,384
|
164.1
|
|
Transfer of share capital to other distributable
reserves
|
-
|
(164.1)
|
|
Shares issued to the Employee Benefit Trust
|
-
|
-
|
Shares allocated by the Employee Benefit Trust
|
|
|
|
As at 31 March 2024
(audited)
|
1,340,848,147
|
-
|
|
Issued ordinary shares
|
163,717,021
|
178.7
|
|
Transfer of share capital to other distributable
reserves
|
-
|
(178.7)
|
|
Shares issued to the Employee Benefit Trust
|
-
|
-
|
Shares allocated by the Employee Benefit Trust
|
|
|
As at 30 September 2024
(unaudited)
|
|
|
Holders of the ordinary shares are entitled to
receive dividends and other distributions and to attend and vote at
any general meeting. Shares held in treasury are not entitled to
receive dividends or to vote at general meetings.
For details of the share capital movements refer to
the issued share capital column of the statement of changes in
equity.
Pursuant to an equity raise of €180.9m on 11 July
2024, the Company issued 162,234,042 ordinary shares at an issue
price of £0.94, resulting in the Company's overall issued share
capital being 1,511,857,390 ordinary shares. Costs associated with
the equity raise amounted to €6.3m. The net proceeds of the equity
raise was €174.6m.
In addition, during the period the Company issued
1,482,979 shares in relation to the exercise of the LTIP 2021
(August 2021 grant) as per note 7.
Treasury shares held by the Employee Benefit Trust
are disclosed as own shares held. During the period nil shares were
acquired and 2,048,575 were allocated by the Employee Benefit Trust
in relation to the issue of SIP and DBP shares as per note 7. A
total of 5,243,647 own shares purchased at an average share price
of €1.1061 are held by the Employee Benefit Trust (31 March 2024:
7,292,222 shares purchased at an average share price of €1.1108).
The total number of shares with voting rights was 1,511,857,390 (31
March 2024: 1,348,140,369). No votes are cast in respect of the
shares held in the Employee Benefit Trust in connection with the
Company's share plans and dividends paid and payable are subject to
a standing waiver.
The LTIP, SIP and DBP shares were issued at nil-cost,
and the fair value of €4.1m for these shares recorded in the share
capital account has been transferred back to the other
distributable reserves.
All shares issued in the period were issued under
general authority. No shares were bought back in the period (31
March 2024: none) and there are no Treasury Shares held directly by
the Company at the period end (31 March 2024: none).
22. Other reserves
Other distributable reserve
This reserve comprises of amounts in relation to scrip
dividends transfers from share capital, share-based payment
transactions, equity raises and the share buy-backs. The balance of
€735.6m in total at period end (31 March 2024: €605.7m) is
considered distributable.
Foreign currency translation reserve
The Group holds a foreign currency translation reserve
which relates to foreign currency translation effect during the
course of the business with the UK segment.
The following table illustrates
the movement in the foreign currency translation
reserve:
|
|
Unaudited
30
September
2024
€m
|
|
|
Balance as at the beginning of the period
|
(6.0)
|
(18.9)
|
Foreign currency translation
|
|
|
|
|
|
|
The movement in the period of
€13.2m gain is a result of an increasing GBP/EUR rate which is
higher at period end compared with 31 March 2024 (31 March 2024:
€12.9m gain).
23. Dividends
On 3 June 2024, the Company announced a dividend of
3.05c per share, with a record date of 28 June 2024 for UK
shareholders and 28 June 2024 for South African ("SA") shareholders
and payable on 25 July 2024. On the record date, 1,349,623,348
shares were in issue. Since there were no shares held in treasury,
1,349,623,348 shares (including shares held by the Employee Benefit
Trust) were entitled to participate in the dividend. The Company's
Employee Benefit Trust waived its rights to the dividend. The
Company offered a dividend reinvestment plan ("DRIP") to
shareholders as an alternative to a cash dividend. DRIP allows
shareholders to reinvest the dividend to purchase additional shares
in the Company in the open market, not newly issued shares by the
Company. The total value of the dividend paid including that used
for the DRIP was €41.3m.
On 20 November 2023, the Company announced a dividend
of 3.00c per share, with a record date of 15 December 2023 for UK
shareholders and 14 December 2023 for SA shareholders and payable
on 25 January 2024. On the record date, 1,348,140,369 shares were
in issue. Since there were no shares held in treasury,
1,348,140,369 shares (including shares held by the Employee Benefit
Trust) were entitled to participate in the dividend. The Company's
Employee Benefit Trust waived its rights to the dividend. The
Company offered a DRIP to shareholders as an alternative to a cash
dividend. The total value of the dividend paid including that used
for the DRIP was €40.3m.
On 5 June 2023, the Company
announced a dividend of 2.98c per share, with a record date of 14
July 2023 for the UK and SA shareholders and payable on 17 August
2023. On the record date, 1,177,722,985 shares were in issue. Since
there were no shares held in treasury, 1,177,722,985 shares
(including shares held by the Employee Benefit Trust) were entitled
to participate in the dividend. The Company's Employee Benefit
Trust waived its rights to the dividend, reducing the total
dividend (payable in cash) from €35.1m to €34.9m (€35.0m as at
settlement date).
The Group's profit attributable to the equity
holders of the Company for the period was €55.5m (30 September 2023: €31.7m). The Board has
authorised a dividend relating to the six month period ended 30
September 2024 of 3.06c per share, representing 71% of
FFO(1).
It is expected that, for the dividend authorised
relating to the six month period ended 30 September 2024, the
ex-dividend date will be 11 December 2024 for shareholders on the
SA register and 12 December 2024 for shareholders on the UK
register. It is further expected that the record date will be 13
December 2024 for shareholders on both the SA register and the UK
register and the dividend will be paid on 23 January 2025. A
detailed dividend announcement will be made on 18 November 2024,
including details of a DRIP alternative.
(1) Adjusted profit before tax adjusted for foreign
exchange effects, depreciation and amortisation (excluding
depreciation relating to IFRS 16), amortisation of financing fees,
adjustments in respect of IFRS 16 and current tax
receivable/incurred.
The dividend per share was calculated as follows:
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Reported profit before
tax
|
61.2
|
39.8
|
|
Adjustments for:
|
|
|
|
(Gain)/loss on revaluation of investment
properties
|
(2.8)
|
10.1
|
|
Loss on revaluation of leased investment
properties
|
(0.6)
|
(0.7)
|
|
Loss on disposal of properties
|
0.2
|
0.0
|
|
(Gain)/loss on revaluation of investment property
from associates and related tax
|
(0.3)
|
0.4
|
|
Other adjusting items(1)
|
3.4
|
1.8
|
Change in fair value of financial derivatives
|
|
|
|
Adjusted profit before
tax
|
61.1
|
52.2
|
|
Adjustments for:
|
|
|
|
Foreign exchange effects(2)
|
(2.1)
|
-
|
|
Depreciation and amortisation (excluding depreciation
relating to IFRS 16)
|
1.7
|
1.7
|
|
Amortisation of financing fees
|
1.5
|
1.5
|
|
Adjustment in respect of IFRS 16
|
0.3
|
0.5
|
Current taxes incurred (see note 9)
|
|
|
Funds from operations, six months
ended 30 September
|
|
|
Dividend pool, six months ended 30
September(3)
|
|
|
Dividend per share, six months ended
30 September
|
|
|
(1) Includes the effect of other expenses not
included in FFO and share awards. See note 7 for details.
(2) Management decided to exclude foreign exchange
effects from the funds from operations calculation.
(3) Calculated as 71% of FFO of 3.06c per share (30
September 2023: 3.00c per share using 66% of FFO), based on average
number of shares outstanding of 1,415,498,735 (30 September 2023:
1,169,697,061).
For more information on adjusted profit before tax and
funds from operations, refer to Annex 1.
Calculations contained in this table are subject to
rounding differences.
24. Related parties
Related parties are defined as those persons and
companies that control the Group, or that are controlled, jointly
controlled or subject to significant influence by the Group.
Key management
personnel
Fees paid to people considered to
be key management personnel (the Company Board of Directors
(excluding the Senior Independent Director) and the Executive
Committee members) of the Group during the period
include:
Condensed interim consolidated income statement
|
Unaudited
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Directors' fees
|
0.2
|
0.3
|
|
Salary and employee
benefits
|
1.8
|
2.9
|
|
|
|
|
|
|
|
|
Included within salary and
employee benefits are pension contributions amounting to
€0.1m (30 September 2023:
€0.1m).
There are no payables as at 30
September 2024 from Directors' fees and salary and employee
benefits (31 March 2024: €nil).
Associates
The following balances and transactions with
associates exist as at the reporting date:
Condensed interim consolidated statement of financial
position
|
Unaudited
30
September
2024
€m
|
|
|
Loans to associates
|
45.1
|
45.1
|
Trade and other receivables
|
|
|
|
|
|
|
Trade and other receivables relate to amounts owed
from the services supplied to the associates and are due to be
settled in the normal course of business.
As a result of unchanged credit quality, no material
expected credit losses have been recognised in the period.
Condensed interim consolidated income statement
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Services supplied
|
8.5
|
8.4
|
|
|
|
|
|
|
|
|
Services provided to associates primarily relate to
the provision of property and asset management services. Providing
these services, the Group generated service charge and other income
from managed properties of €8.5m (30 September 2023: €8.4m) as
shown in note 4.
A performance fee arrangement is in place between
the associates and the Group. Within services supplied, the
performance fee was €2.2m (30 September 2023: €0.8m).
For details regarding the investment in
associates, including dividends received,
see note 15.
25. Capital and other commitments
As at period end, the Group had contracted capital
expenditure for development and enhancements on existing properties
of €24.5m (31 March 2024: €20.9m) and no capital commitments (31
March 2024: €nil).
The above noted were committed but not yet provided
for in the financial statements.
26. Post balance sheet events
On 31 October 2024, the Group notarised the
acquisition of an asset in Carnforth, UK, for £9.7m (€11.6m) which
includes transaction costs. The multi-let park comprises 15,993 sqm
of space with eight tenants on full repairing and insuring leases.
The site also has planning permission for 3,252 sqm of new
industrial space. The transaction completed in October 2024.
On 10 July 2024, the Group notarised the acquisition
of an asset in Oberhausen, Germany, for €3.8m which includes
transaction costs. The acquisition secures 35,894 sqm of prime
development land adjacent to existing 77,600 sqm multi-use business
park in the Ruhr region. The transaction completed in October
2024.
Business analysis
Non-IFRS measures
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Total profit for the period
attributable to the owners of the Company
|
55.5
|
31.7
|
|
(Deduct gain)/add loss on revaluation of investment
properties
|
(2.8)
|
10.1
|
|
Add loss on disposal of properties (net of related
tax)
|
0.2
|
0.0
|
|
Change in fair value of derivative financial
instruments
|
-
|
0.8
|
|
Deferred tax in respect of EPRA earnings
adjustments
|
3.9
|
5.2
|
|
NCI relating to revaluation (net of related tax)
|
0.0
|
(0.0)
|
|
NCI relating to (loss)/gain on disposal of properties
(net of related tax)
|
-
|
(0.0)
|
|
(Deduct gain)/add loss on revaluation of investment
property from associates
|
(0.4)
|
0.5
|
Tax in relation to the revaluation gains/losses on
investment property from associates above
|
|
|
|
EPRA earnings
|
56.5
|
48.2
|
|
Deduct change in deferred tax relating to derivative
financial instruments
|
-
|
0.1
|
|
Deduct change in fair value of derivative financial
instruments
|
-
|
(0.8)
|
NCI in respect of the above
|
|
|
|
Headline earnings after
tax
|
56.5
|
47.5
|
|
Add change in fair value of derivative financial
instruments (net of related tax and NCI)
|
-
|
0.7
|
|
Deduct loss on revaluation of leased investment
properties (net of related tax)
|
(0.6)
|
(0.7)
|
Add adjusting items(1) (net
of related tax and NCI)
|
|
|
Adjusted earnings after
tax
|
|
|
(1) See note 10 of the Interim
Report.
For more information on EPRA earnings refer to Annex
1.
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
EPRA earnings
|
56.5
|
48.2
|
Weighted average number of ordinary shares
|
|
|
EPRA earnings per share
(cents)
|
|
|
|
Headline earnings after
tax
|
56.5
|
47.5
|
Weighted average number of ordinary shares
|
|
|
Headline earnings per share
(cents)
|
|
|
|
Adjusted earnings after
tax
|
59.3
|
49.3
|
Weighted average number of ordinary shares
|
|
|
Adjusted earnings per share
(cents)
|
|
|
Annex 1 - non-IFRS measures
Basis of preparation
The Directors of Sirius Real Estate Limited have
chosen to disclose additional non-IFRS measures; these include EPRA
earnings, adjusted net asset value, EPRA net reinstatement value,
EPRA net tangible assets, EPRA net disposal value, EPRA loan to
value, adjusted profit before tax and funds from operations
(collectively "Non-IFRS Financial Information").
The Directors have chosen to disclose:
• EPRA earnings to assist in comparisons
with similar businesses in the real estate sector. EPRA earnings is
a definition of earnings as set out by the European Public Real
Estate Association. EPRA earnings represents earnings after
adjusting for (when applicable) gains/losses on revaluation of
investment properties, gains/losses on disposal of properties (net
of related tax), recoveries from prior disposals of subsidiaries
(net of related tax), refinancing costs, exit fees and prepayment
penalties, goodwill impairment, acquisition costs in relation to
business combination, changes in fair value of derivative financial
instruments (collectively the "EPRA earnings adjustments"),
deferred tax in respect of the EPRA earnings adjustments, NCI
relating to revaluation (net of related tax), NCI relating to
gains/losses on disposal of properties (net of related tax),
gains/losses on revaluation of investment property from associates
and the related tax thereon. The reconciliation between basic and
diluted earnings and EPRA earnings is detailed in table A
below.
• Adjusted net asset value to assist in
comparisons with similar businesses. Adjusted net asset value
represents net asset value after adjusting for derivative financial
instruments at fair value and net deferred tax asset/liability. The
reconciliation for adjusted net asset value is detailed in table B
below.
• EPRA net reinstatement value ("EPRA
NRV") to assist in comparisons with similar businesses in the real
estate sector. EPRA NRV is a definition of net asset value as set
out by the European Public Real Estate Association. EPRA NRV
represents net asset value after adjusting for (when applicable)
derivative financial instruments at fair value, deferred tax
relating to valuation movements and derivative financial
instruments and real estate transfer tax presented in the Valuation
Certificate (for the entire consolidated Group including wholly
owned entities and investment in associates). The reconciliation
for EPRA NRV is detailed in table C below.
• EPRA net tangible assets ("EPRA NTA")
to assist in comparisons with similar businesses in the real estate
sector. EPRA NTA is a definition of net asset value as set out by
the European Public Real Estate Association. EPRA NTA represents
net asset value after adjusting for (when applicable) derivative
financial instruments at fair value, deferred tax relating to
valuation movements (excluding that relating to assets held for
sale when applicable) and derivative financial instruments,
goodwill and other intangible assets (for the entire consolidated
Group including wholly owned entities and investment in
associates). The reconciliation for EPRA NTA is detailed in table C
below.
• EPRA net disposal value ("EPRA NDV") to
assist in comparisons with similar businesses in the real estate
sector. EPRA NDV is a definition of net asset value as set out by
the European Public Real Estate Association. EPRA NDV represents
net asset value after adjusting for (when applicable) goodwill and
the fair value of fixed interest rate debt (for the entire
consolidated Group including wholly owned entities and investment
in associates). The reconciliation for EPRA NDV is detailed in
table C below.
• EPRA loan to value ("EPRA LTV") to
assist in comparisons with similar businesses in the real estate
sector. EPRA LTV is a definition of loan to value ratio as set out
by the European Public Real Estate Association. EPRA LTV represents
net debt to total property value as defined in note 19. It includes
all capital which is not equity as debt, irrespective of its IFRS
classification, and is based upon proportional consolidation,
therefore including the Group's share in the net debt and net
assets of associates. Assets are included at fair value, net debt
at nominal value. The reconciliation for EPRA LTV is detailed in
table D below.
• Adjusted profit before tax to provide
an alternative indication of the Group's underlying business
performance. Accordingly, it adjusts for the effect of the
gains/losses on revaluation of investment properties, gains/losses
on revaluation of leased investment properties, gains/losses on
disposal of properties, gains/losses on revaluation of investment
property from associates and related tax, other adjusting items and
change in fair value of derivative financial instruments. The
reconciliation for adjusted profit before tax is detailed in table
E below.
• Funds from operations to assist in
comparisons with similar businesses and to facilitate the Group's
dividend policy which is derived from adjusted profit before tax.
Accordingly, funds from operations excludes depreciation and
amortisation (excluding depreciation relating to IFRS 16), net
foreign exchange differences, amortisation of financing fees,
adjustment in respect of IFRS 16 and current tax excluding tax on
disposals. The reconciliation for funds from operations is detailed
in table E below.
The Non-IFRS Financial Information is presented in
accordance with the JSE Limited Listings Requirements and The Guide
on Pro forma Financial Information issued by SAICA. The Non-IFRS
Financial Information is the responsibility of the Directors. The
Non-IFRS Financial Information has been presented for illustrative
purposes and, due to its nature, may not fairly present the Group's
financial position or result of operations. The Non-IFRS Financial
Information required by the JSE Limited Listings Requirements
solely relates to Headline Earnings Per Share and not EPRA.
The Non-IFRS measures included in the Interim Report
2024 have not been reviewed nor reported on by the independent
auditor. The starting point for all the Non-IFRS Financial
Information has been extracted from the Group's unaudited condensed
interim set of consolidated financial statements for the six months
ended 30 September 2024 (the "consolidated financial
statements").
Table A - EPRA earnings
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Basic and diluted earnings attributable to owners of
the Company(1)
|
55.5
|
31.7
|
|
(Deduct gain)/add loss on revaluation of investment
properties(2)
|
(2.8)
|
10.1
|
|
Add loss on disposal of properties (net of related
tax)(3)
|
0.2
|
0.0
|
|
Change in fair value of derivative financial
instruments(4)
|
-
|
0.8
|
|
Deferred tax in respect of EPRA earnings
adjustments(5)
|
3.9
|
5.2
|
|
NCI relating to revaluation (net of related
tax)(6)
|
0.0
|
(0.0)
|
|
NCI relating to gain on disposal of properties (net
of related tax)(7)
|
-
|
(0.0)
|
|
(Deduct gain)/add loss on revaluation of investment
property from associates(8)
|
(0.4)
|
0.5
|
Tax in relation to the revaluation gains/losses on
investment property from associates(9)
|
|
|
|
|
|
|
Notes:
(1) Presents the profit attributable to owners of
the Company which has been extracted from the unaudited condensed
interim consolidated income statement within the consolidated
financial statements.
(2) Presents the gain or loss on revaluation of
investment properties which has been extracted from the unaudited
condensed interim consolidated income statement within the
consolidated financial statements.
(3) Presents the gain or loss on disposal of
properties (net of related tax) which has been extracted from note
10 within the consolidated financial statements.
(4) Presents the change in fair value of derivative
financial instruments which has been extracted from the unaudited
condensed interim consolidated income statement within the
consolidated financial statements.
(5) Presents deferred tax in respect of EPRA
earning adjustments which has been extracted from note 9 within the
consolidated financial statements.
(6) Presents the non-controlling interest relating
to revaluation (net of related tax) which has been extracted from
note 10 within the consolidated financial statements.
(7) Presents the non-controlling interest relating
to gain or loss on disposal of properties (net of related tax)
which has been extracted from note 10 within the consolidated
financial statements.
(8) Presents the gain or loss on revaluation of
investment property from associates which has been extracted from
note 10 within the consolidated financial statements.
(9) Presents tax in relation to the revaluation
gains/losses on investment property from associates which has been
extracted from note 10 within the consolidated financial
statements.
(10) Presents the EPRA earnings for the period.
Table B - Adjusted net asset value
|
|
Unaudited
30
September
2024
€m
|
|
|
Net asset value
|
|
|
|
Net asset value for the purpose of assets per share
(total equity attributable to the owners of the
Company)(1)
|
1,608.2
|
1,407.3
|
Deferred tax liabilities(2)
|
|
|
Adjusted net asset value
attributable to the owners of the Company(3)
|
|
|
Notes:
(1) Presents the net asset value for the purpose of
assets per share (total equity attributable to the owners of the
Company) which has been extracted from the unaudited condensed
interim consolidated statement of financial position within the
consolidated financial statements.
(2) Presents the net deferred tax liabilities or
assets which have been extracted from the unaudited condensed
interim consolidated statement of financial position within the
consolidated financial statements.
(3) Presents the adjusted net asset value
attributable to the owners of the Company as at period end.
Table C - EPRA net asset measures
Unaudited 30 September
2024
|
|
|
|
Net asset value as at period end (basic)(1)
|
|
|
|
Diluted EPRA net asset value at fair
value
|
|
|
|
|
Group
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties(2)
|
86.6
|
86.6*
|
n/a
|
|
Intangibles(3)
|
n/a
|
(3.1)
|
n/a
|
|
Fair value of fixed interest rate debt(4)
|
n/a
|
n/a
|
84.7
|
|
Real estate transfer tax(5)
|
182.1
|
n/a
|
n/a
|
|
Investment in associate
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties(2)
|
7.2
|
7.2*
|
n/a
|
|
Fair value of fixed interest rate debt(4)
|
n/a
|
n/a
|
4.3
|
Real estate transfer tax(5)
|
|
|
|
Total EPRA NRV, NTA and
NDV(6)
|
|
|
|
|
|
|
|
|
Net asset value as at period end (basic)(1)
|
|
|
|
Diluted EPRA net asset value at fair
value
|
|
|
|
|
Group
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties(2)
|
82.7
|
82.7*
|
n/a
|
|
Intangibles(3)
|
n/a
|
(3.3)
|
n/a
|
|
Fair value of fixed interest rate debt(4)
|
n/a
|
n/a
|
114.7
|
|
Real estate transfer tax(5)
|
170.3
|
n/a
|
n/a
|
|
Investment in associate
|
|
|
|
|
Deferred tax in respect of fair value movements on
investment properties(2)
|
7.0
|
7.0 *
|
n/a
|
|
Fair value of fixed interest rate debt(4)
|
n/a
|
n/a
|
6.7
|
Real estate transfer tax(5)
|
|
|
|
Total EPRA NRV, NTA and
NDV(6)
|
|
|
|
* The Group intends to hold onto the
investment properties and has excluded such deferred taxes for the
whole portfolio as at period end except for, when applicable,
deferred tax in relation to assets held for sale.
Notes:
(1) Presents the net asset value for the purpose of
assets per share (total equity attributable to the owners of the
Company) which has been extracted from the unaudited condensed
interim consolidated statement of financial position within the
consolidated financial statements.
(2) Presents for the Group the net deferred tax
liabilities or assets which have been extracted from note 9 of the
consolidated financial statements and for EPRA NTA only the
additional credit adjustment for the deferred tax expense relating
to assets held for sale of €nil (31 March 2024: €nil). For
investment in associates the deferred tax income/(expense) arising
on revaluation gains/losses amounted to €nil (31 March 2024:
€nil).
(3) Presents intangibles which has been extracted
from the unaudited condensed interim consolidated statement of
financial position within the consolidated financial
statements.
(4) Presents the fair value of financial liabilities
and assets on the unaudited condensed interim consolidated
statement of financial position, net of any related deferred
tax.
(5) Presents the add-back of purchasers' costs to
reflect the value prior to any deduction of purchasers' costs, as
shown in the Valuation Certificate of Cushman & Wakefield
LLP.
(6) Presents the EPRA NRV, EPRA NTA and EPRA NDV,
respectively, as at period end.
Table D - EPRA LTV
metric
|
|
|
Proportionate
consolidation
|
|
Unaudited 30 September 2024
|
|
Investment in
associates
€m
|
|
|
Interest-bearing loans and
borrowings(1)
|
235.2
|
52.3
|
287.5
|
|
Corporate bonds(2)
|
759.9
|
-
|
759.9
|
|
Net
payables(3)
|
74.3
|
5.7
|
80.0
|
Cash and cash
equivalents(4)
|
|
|
|
|
|
|
|
|
|
Investment
properties(6)
|
2,372.6
|
127.0
|
2,499.6
|
|
Plant and equipment(7)
|
15.2
|
-
|
15.2
|
|
Intangible assets(8)
|
3.1
|
-
|
3.1
|
|
|
|
|
|
Total property value (b)(10)
|
|
|
|
|
|
|
|
|
|
|
|
Proportionate consolidation
|
|
|
|
|
Investment in associates
€m
|
|
|
Interest-bearing loans and
borrowings(1)
|
245.1
|
52.2
|
297.3
|
|
Corporate bonds(2)
|
700.0
|
-
|
700.0
|
|
Net payables(3)
|
75.3
|
5.9
|
81.2
|
Cash and cash
equivalents(4)
|
|
|
|
|
|
|
|
|
|
Investment
properties(6)
|
2,210.6
|
126.2
|
2,336.8
|
|
Plant and
equipment(7)
|
7.8
|
-
|
7.8
|
|
Intangible assets(8)
|
3.3
|
-
|
3.3
|
|
|
|
|
|
Total property value (b)(10)
|
|
|
|
|
|
|
|
|
Notes:
(1) Presents the
interest-bearing loans and borrowings which have been extracted
from the unaudited condensed interim consolidated statement of
financial position within the consolidated financial statements
less the corporate bonds which have been extracted from note 19
within the consolidated financial statements.
(2) Presents the corporate bonds
which have been extracted from note 19 within the consolidated
financial statements.
(3) Presents the net payables,
which is the sum of trade and other receivables, trade and other
payables, current tax liabilities (all of which have been extracted
from the unaudited condensed interim consolidated statement of
financial position within the consolidated
financial statements) and deposits which have been extracted
from note 16 within the consolidated financial
statements.
(4) Presents the cash and cash
equivalents which have been extracted from the unaudited condensed
interim consolidated statement of financial position within the
consolidated financial statements.
(5) Presents the net debt, which
is the sum of interest-bearing loans and borrowings, corporate
bonds, and net payables, less cash and cash equivalents.
(6) Presents the investment
properties values which have been extracted from the unaudited
condensed interim consolidated statement of financial position
within the consolidated financial statements.
(7) Presents the plant and
equipment which have been extracted from the unaudited condensed
interim consolidated statement of financial position within the
consolidated financial statements.
(8) Presents the intangible assets
which have been extracted from the unaudited condensed interim
consolidated statement of financial position within the
consolidated financial statements.
(9) Presents the loan
to associates which has been extracted from note 14 within the
consolidated financial statements.
(10) Presents the total property
value, which is the sum of investment properties, assets held for
sale, plant and equipment, intangible assets and loan to
associates.
(11) Presents the EPRA LTV which
is net debt divided by total property value in
percentage.
Table E - Adjusted profit before tax and funds from
operations
|
|
Unaudited
six
months
ended
30
September
2024
€m
|
Unaudited
six months
ended
30 September
2023
€m
|
|
Reported profit
before tax(1)
|
61.2
|
39.8
|
|
Adjustments for:
|
|
|
|
(Gain)/loss on revaluation of investment
properties(2)
|
(2.8)
|
10.1
|
|
Loss on revaluation of leased investment
properties(3)
|
(0.6)
|
(0.7)
|
|
Loss on disposal of properties(4)
|
0.2
|
0.0
|
|
(Gain)/loss on revaluation of investment property
from associates and related tax(5)
|
(0.3)
|
0.4
|
|
Other adjusting items(6)
|
3.4
|
1.8
|
Change in fair value of financial
derivatives(7)
|
|
|
|
Adjusted profit before
tax(8)
|
61.1
|
52.2
|
|
Adjustments for:
|
|
|
|
Foreign exchange effects(9)
|
(2.1)
|
-
|
|
Depreciation and amortisation (excluding depreciation
relating to IFRS 16)(10)
|
1.7
|
1.7
|
|
Amortisation of financing fees(11)
|
1.5
|
1.5
|
|
Adjustment in respect of IFRS 16(12)
|
0.3
|
0.5
|
Current taxes incurred(13)
|
|
|
Funds from
operations(14)
|
|
|
Notes:
(1) Presents profit before tax which has been
extracted from the unaudited condensed interim consolidated income
statement within the consolidated financial statements.
(2) Presents the gain or loss on revaluation of
investment properties which has been extracted from the unaudited
condensed interim consolidated income statement within the
consolidated financial statements.
(3) Presents the gain or loss on revaluation of
leased investment properties which has been extracted from note 12
within the consolidated financial statements.
(4) Presents the gain or loss on disposal of
properties which has been extracted from the unaudited condensed
interim consolidated income statement within the consolidated
financial statements.
(5) Presents the gain or loss on revaluation of
investment property from associates and related tax which has been
extracted from note 10 within the consolidated financial
statements.
(6) Presents the total adjusting items which has
been extracted from note 10 within the consolidated financial
statements.
(7) Presents the change in fair value of derivative
financial instruments which has been extracted from the unaudited
condensed interim consolidated income statement within the
consolidated financial statements.
(8) Presents the adjusted profit before tax for the
period.
(9) Presents the net foreign exchange gains or
losses as included in other administration costs in note 5 within
the consolidated financial statements.
(10) Presents depreciation of plant and equipment
and amortisation of intangible assets which have been extracted
from note 5 within the consolidated financial statements.
(11) Presents amortisation of capitalised finance
costs which has been extracted from note 8 within the consolidated
financial statements.
(12) Presents the differential between the expense
recorded in the unaudited condensed interim consolidated income
statement for the period relating to head leases in accordance with
IFRS 16 amounting to €2.0m (30 September 2023: €2.2m) and the
actual cash expense recorded in the unaudited condensed interim
consolidated statement of cash flow for the period amounting to
€1.7m (30 September 2023: €1.7m).
(13) Presents the total current income tax which has
been extracted from note 9 within the consolidated financial
statements.
(14) Presents the funds from operations for the
period
Glossary of terms
|
Adjusted earnings after
tax
|
is the earnings attributable to the owners of the
Company, adjusted for the effect of the gains/losses on revaluation
of investment properties and related tax (also to associates net of
related tax), gains/losses on disposal of properties and related
tax, NCI relating to revaluation (net of related tax), NCI relating
to gains/losses on disposal properties (net of related tax),
changes in fair value of derivative financial instruments (net of
related tax and NCI), gains/losses on revaluation of leased
investment properties (net of related tax) and adjusting items (net
of related tax and NCI)
|
|
Adjusted net asset value
|
is the total equity attributable to the owners of the
Company adjusted for net deferred tax liabilities/assets
|
|
Adjusted profit before tax
|
is the reported profit before tax adjusted for the
effect of gains/losses on revaluation of investment properties,
gains/losses on revaluation of lease investment properties,
gains/losses on disposal of properties, gains/losses on revaluation
of investment property from associates and related tax, other
adjusting items and changes in fair value of derivative financial
instruments
|
|
Annualised acquisition net operating
income
|
is the income generated by a property less directly
attributable costs at the date of acquisition expressed in annual
terms. Please see "annualised rent roll" definition below for
further explanatory information
|
|
Annualised acquisition rent
roll
|
is the contracted rental income of a property at the
date of acquisition expressed in annual terms. Please see
"annualised rent roll" definition below for further explanatory
information
|
|
Annualised rent roll
|
is the contracted rental income of a property at a
specific reporting date expressed in annual terms. Unless stated
otherwise the reporting date is 30 September 2024. Annualised rent
roll should not be interpreted nor used as a forecast or estimate.
Annualised rent roll differs from rental income described in note 4
of the Interim Report and reported within revenue in the unaudited
condensed interim consolidated income statement for reasons
including:
• annualised rent roll represents contracted
rental income at a specific point in time expressed in annual
terms;
• rental income as reported within revenue
represents rental income recognised in the period under review;
and
• rental income as reported within revenue
includes accounting adjustments including those relating to lease
incentives
|
|
Capital value
|
is the market value of a property divided by the total
sqm of a property
|
|
Company
|
is Sirius Real Estate Limited, a company incorporated
in Guernsey and resident in the United Kingdom for tax purposes,
whose shares are publicly traded on the equity shares (commercial
companies) category of the London Stock Exchange (primary listing)
and the premium segment of the main board of the JSE Limited
(primary listing)
|
|
Cumulative total return
|
is the return calculated by combining the movement in
investment property value net of capex with the total net operating
income less bank interest over a specified period of time
|
|
EPRA
|
European Public Real Estate Association
|
|
EPRA earnings
|
is earnings after adjusting for (when applicable)
gains/losses on revaluation of investment properties, gains/losses
on disposal of properties (net of related tax), recoveries from
prior disposals of subsidiaries (net of related tax), refinancing
costs, exit fees and prepayment penalties, goodwill impairment,
acquisition costs in relation to business combinations, changes in
fair value of derivative financial instruments (collectively the
"EPRA earnings adjustments"), deferred tax in respect of the EPRA
earnings adjustments, NCI relating to revaluation (net of related
tax), NCI relating to gains/losses on disposal properties (net of
related tax), gains/losses on revaluation of investment property
from associates and the related tax thereon
|
|
EPRA loan to value
|
is the ratio of net debt to total property value as
defined in note 19. It includes all capital which is not equity as
debt, irrespective of its IFRS classification, and is based upon
proportional consolidation, therefore including the Group's share
in the net debt and net assets of associates. Assets are included
at fair value, net debt at nominal value
|
|
EPRA net reinstatement
value
|
is the net asset value after adjusting for (when
applicable) derivative financial instruments at fair value,
deferred tax relating to valuation movements and derivative
financial instruments and real estate transfer tax presented in the
Valuation Certificate, including the amounts of the above related
to the investment in associates
|
|
EPRA net tangible assets
|
is the net asset value after adjusting for (when
applicable) derivative financial instruments at fair value,
deferred tax relating to valuation movements (excluding that
relating to assets held for sale when applicable) and derivative
financial instruments, goodwill and other intangible assets,
including the amounts of the above related to the investment in
associates
|
|
EPRA net disposal value
|
is the net asset value after adjusting for (when
applicable) goodwill and the fair value of fixed interest rate
debt, including the amounts of the above related to the investment
in associates
|
|
EPRA net initial yield
|
is the annualised rent roll based on the cash rents
passing at reporting date, less non-recoverable property operating
expenses, divided by the market value of the property, increased
with (estimated) purchasers' costs
|
|
EPRA net yield
|
is the net operating income generated by a property
expressed as a percentage of its value plus purchase costs
|
|
ERV
|
is the estimated rental value which is the annualised
rental income at 100% occupancy
|
|
Executive Committee
|
is made up of the CEO, CFO, CMIO, COO, CIO and GHRO as
set out on page 78 of the Group's Annual Report and Accounts
2024
|
|
Funds from operations
("FFO")
|
is adjusted profit before tax adjusted for
depreciation and amortisation (excluding depreciation relating to
IFRS 16), amortisation of financing fees, net foreign exchange
differences, adjustment in respect of IFRS 16 and current tax
excluding tax on disposals
|
|
Geared IRR
|
is an estimate of the rate of return taking into
consideration debt
|
|
Gross loan to value ratio
|
is the ratio of principal value of total debt to the
aggregated value of owned investment property (including assets
held for sale when applicable)
|
|
Group
|
comprises that of the Company and its subsidiaries
|
|
Like for like
|
refers to the manner in which metrics are subject to
adjustment to make them directly comparable. Like-for-like
adjustments are made in relation to annualised rent roll, rate and
occupancy and eliminate the effect of asset acquisitions and
disposals that occur in the reporting period
|
|
LTIP
|
Long Term Incentive Plan
|
|
LTV
|
loan to value
|
|
Net loan to value ratio
|
is the ratio of principal value of total debt less
cash, excluding that which is restricted in contractual terms, to
the aggregate value of owned investment property (including assets
held for sale when applicable)
|
|
Net operating income
|
is the rental, service charge and other income
generated from investment and managed properties less directly
attributable costs
|
|
Net yield
|
is the net operating income generated by a property
expressed as a percentage of its value
|
|
Occupancy
|
is the percentage of total lettable space occupied as
at reporting date
|
|
Operating cash flow on investment
(geared)
|
is an estimate of the rate of return based on
operating cash flows and taking into consideration debt
|
|
Operating cash flow on investment
(ungeared)
|
is an estimate of the rate of return based on
operating cash flows
|
|
Operating profit
|
is the net operating income adjusted for gains/losses
on revaluation of investment properties, gains/losses on disposal
of properties, movement in expected credit loss provision,
administrative expenses and share of profit of associates
|
|
Rate
|
for the German portfolio is rental income per sqm
expressed on a monthly basis as at a specific reporting date
for the UK portfolio is rental income (includes
estimated service charge element) per sqm expressed on a monthly
basis as at a specific reporting date in EUR
for the UK portfolio is rental income (includes
estimated service charge element) per sq ft expressed on an annual
basis as at a specific reporting date in GBP
|
|
Senior Management Team
|
as set out on page 78 of the Group's Annual Report and
Accounts 2024
|
|
SIP
|
Share Incentive Plan
|
|
Sirius
|
comprises that of the Company and its subsidiaries
|
|
Total debt
|
is the aggregate amount of the interest-bearing loans
and borrowings
|
|
Total shareholder accounting
return
|
is the return obtained by a shareholder calculated by
combining both movements in adjusted NAV per share and dividends
paid
|
|
Total return
|
is the return for a set period of time combining
valuation movement and income generated
|
|
Ungeared IRR
|
is an estimate of the rate of return
|
|
Weighted average cost of
debt
|
is the weighted effective rate of interest of loan
facilities expressed as a percentage
|
|
Weighted average debt
expiry
|
is the weighted average time to repayment of loan
facilities expressed in years
|
Corporate directory
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
Registered office
Plaza House
Fifth Floor
Admiral Park
St Peter Port
Guernsey GY1 2HU
Channel Islands
Registered number
Incorporated in Guernsey under The Companies
(Guernsey) Law, 2008, under number 46442
Company Secretary
A Gallagher
Sirius Real Estate Limited
Plaza House
Fifth Floor
Admiral Park
St Peter Port
Guernsey GY1 2HU
Channel Islands
UK solicitors
Penningtons Manches Cooper LLP
125 Wood Street
London EC2V 7AW
United Kingdom
Financial PR
FTI Consulting LLP
200 Aldersgate Street
London EC1A 4HD
United Kingdom
JSE sponsor
PSG Capital Proprietary Limited
1st Floor, Ou Kollege Building
35 Kerk Street
Stellenbosch 7600
South Africa
Joint broker
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
United Kingdom
Joint broker
Berenberg
60 Threadneedle Street
London EC2R 8HP
United Kingdom
Property valuer
Cushman & Wakefield LLP
Rathenauplatz 1
60313 Frankfurt am Main
Germany
Independent auditor
Ernst & Young LLP
1 More London Place,
London SE1 2AF
United Kingdom
Guernsey solicitors
Carey Olsen (Guernsey) LLP
PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Channel Islands