Annual Report • Mar 31, 2018
Annual Report
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Annual Report and Financial Statements for the period 1 May 2017 to 31 March 2018
| Strategic Report | |
|---|---|
| Financial Highlights | 1 |
| Property Highlights | 1 |
| Chairman's Statement | 2 |
| Business Model and Strategy | 5 |
| Key Performance Indicators | 15 |
| Investment Manager's Report | 18 |
| Principal Risks and Uncertainties | 36 |
| Governance | |
| Board of Directors | 40 |
| Diversity, Social and Environmental Matters | 42 |
| Corporate Governance Statement | 43 |
| Report of the Audit Committee | 47 |
| Report of the Management Engagement and | |
| Remuneration Committee | 50 |
| Directors' Remuneration Report | 51 |
| Directors' Report | 56 |
| Directors' Responsibilities Statement | 61 |
| Independent Auditor's Report | 62 |
| Financial Statements | |
| Statement of Comprehensive Income | 67 |
| Statement of Changes in Equity | 68 |
| Statement of Financial Position | 69 |
| Statement of Cash Flows | 70 |
| Notes to the Financial Statements | 71 |
| EPRA Unaudited Performance Measures | 99 |
| Company Information | 102 |
| Glossary | 104 |
The current period being reported is for the 11 months from 1 May 2017 to 31 March 2018. The prior period ended 30 April 2017 was a 12 month period and so cannot be used as a direct comparator.
* See Glossary page 104 for definition of alternative performance measures.
I am pleased to present the audited results of AEW UK REIT plc (the 'Company') for the period from 1 May 2017 to 31 March 2018. This Annual Report covers a period of 11 months following a change in year end from 30 April to 31 March, which was made in order to align the Company's reporting dates with those of its peers in the UK commercial property sector. As at 31 March 2018, the Company had established a diversified portfolio of 36 commercial investment properties throughout the UK with a portfolio value of £192.34 million. On a like-for-like basis (like-for-like being the movement in the valuation provided by the valuer of those properties which have been held for the duration of the period in question), the Company's property portfolio valuation increased by 3.95% over the 11 month period.
The Company's focus during the period remained on growth in a way that is beneficial to its shareholders and this was achieved through the issue of 27.91 million new Ordinary Shares in October 2017. The shares were issued at 100.50 pence per share, raising gross proceeds of £28.05 million. In a climate of continued Brexit related uncertainty, this was a positive result and has allowed the Investment Manager to continue to strengthen and diversify the portfolio of assets. It has also contributed to the fall in the ongoing charges ratio which is 1.24% for the period to 31 March 2018 (year ended 30 April 2017: 1.52%). The Initial Issue price represented a premium of 3.76% to NAV, enabling the 2% issuance costs to be absorbed without diluting the NAV.
In addition to growth, the Company has continued to deliver its target dividend of 8.00 pence per share per annum and the Investment Manager has remained focussed on sourcing assets which can deliver sustainable income streams to support this dividend. During the quarter ended 31 July 2017, preceding the Initial Issue, the Company was fully invested, having utilised its capital proceeds in full, as well as all of its available loan facility. This allowed the Company to achieve EPRA EPS of 2.10 pence per share for the quarter ended 31 July 2017, ahead of the target dividend of 2.00 pence per share, demonstrating the ability of the portfolio to deliver an income yield which can sustain the Company's target dividend when fully invested.
To supplement the high yielding profile of the portfolio, the Investment Manager also continues to add value through active asset management. In September 2017, the Company realised a valuation uplift on Valley Retail Park, Belfast, selling the asset for £11.05 million. The property was acquired in August 2015 for £7.15 million and following extensive asset management and repositioning of the asset, the business plan had been fully implemented and the Investment Manager took the opportunity to realise a gain on historical cost of over £3 million.
This disposal, together with the share issue in October 2017, had a temporary dilutive effect on EPRA EPS until the funds had been fully invested in new acquisitions. During the period of investment following the Initial Issue and up to the period end 31 March 2018, the Company made seven further acquisitions totalling £49.49 million, fully utilising the capital raised as well as an additional £17.50 million of debt, bringing the gearing level up to 26.00% as at 31 March 2018. As at the period end, the Company was again in the position of being fully invested, which should enable it to cover its quarterly dividend target of 2.00 pence per share.
The Company's shares traded at a premium to NAV for the majority of the period and peaked at a premium of 8.88% in May 2017. In the three months to 31 March 2018, the share price fell by 3.92%, which is a reflection of the performance of the wider market, as the FTSE EPRA/NAREIT UK Index fell in value by 4.91% over the same period. As at 31 March 2018, the Company's share price was 95.60 pps, which is a 0.79% discount to NAV. The fall in share price over the 11 month period, offset by total dividend payments of 7.33 pence per share, generated a shareholder total return of 3.65%, compared with a NAV total return (see page 105 for definition) of 8.70%.
During the period, a resolution was passed to amend the Company's investment restrictions so that the value of properties, measured at the time of each investment, in any one of the following sectors: offices; retail warehouses; high street retail and industrial/warehouses will not exceed 50% of the Company's GAV, previously this had been measured against NAV. This has allowed the Company to purchase further properties in the industrial sector, in which the Investment Manager continues to see significant opportunities. The Board and the Investment Manager continually review the investment strategy and investment restrictions in order to maximise potential returns from an appropriate risk profile. Any material change to the investment policy of the Company may only be made with the prior approval of the shareholders.
| Period from 1 May 2017 to 31 March 2018 (audited) |
Year ended 30 April 2017 (audited) |
|
|---|---|---|
| Operating Profit before fair value changes (£'000) | 9,601 | 9,806 |
| Operating Profit (£'000) | 10,472 | 6,858 |
| Profit after Tax (£'000) | 9,820 | 6,099 |
| Earnings Per Share (basic and diluted) (pence) | 7.17 | 5.04 |
| EPRA Earnings Per Share (basic and diluted) (pence) | 6.56 | 7.57 |
| Ongoing Charges (%) | 1.24 | 1.52 |
| Net Asset Value per share (pence) | 96.36 | 95.98 |
| EPRA Net Asset Value per share (pence) | 96.34 | 95.95 |
Operating profit, profit after tax and earnings per share have all increased significantly for the 11 months to 31 March 2018, compared with the 12 months to 30 April 2017. This is largely a result of a positive movement in the fair value of investment properties of £1.01 million (year ended 30 April 2017: decrease of £3.16 million). These movements can be attributed to both the positive effect of asset management initiatives in the current period and positive yield movement, particularly across our portfolio of industrial assets.
On the other hand, EPRA Earnings per Share, which excludes fair value movements on investment property, has fallen to 6.56 pence per share or 7.16 pence per share pro-rated over 12 months (year ended 30 April 2017: 7.57 pence per share). This is largely a reflection of the cash drag from the issue of new equity during the period. During the 11 months ended 31 March 2018, the Company raised gross equity proceeds of £28.05 million (year ended 30 April 2017: £6.00 million).
The small increases in NAV per share and EPRA NAV per share reflect the aforementioned valuation increases in the property portfolio.
The Company increased its credit facility to £60.00 million in March 2018, following the share issue in October 2017.
The Company made three drawdowns during the period, utilising £3.49 million of the facility in July 2017, £7.50 million in February 2018 and £10.00 million in March 2018. The total balance drawn as at 31 March 2018 was £50.00 million (30 April 2017: £29.01 million).
The loan attracts interest at 3 month LIBOR +1.4%, making an all-in rate at 31 March 2018 of 2.11% (30 April 2017: 1.74%). The Company is protected from a significant rise in interest rates as it has interest rate caps with a combined notional value of £36.50 million (30 April 2017: £26.50 million), resulting in the loan being 73% hedged. A notional value of £26.50 million is capped at 2.50%, and £10.00 million at 2.00% (30 April 2017: £26.50 million at 2.50%).
As at 31 March 2018, the unexpired term of the facility was 2.6 years (30 April 2017: 3.5 years) and the gearing was 26.00% (30 April 2017: 19.31%) (as calculated on the GAV of the investment portfolio).
At the Company's General Meeting on 17 October 2017, a resolution was passed to increase the Company's maximum borrowing limit to 35% of GAV. The long term gearing target remains 25% or less of GAV, but the Company can borrow up to 35% of GAV in advance of an expected capital raise or asset disposal. The Board and Investment Manager will continue to monitor the level of gearing and the gearing target may change in future.
The Company has continued to deliver on its target of paying annualised dividends of 8.00 pence per share per annum. During the period, the Company has declared and paid three quarterly dividends of 2.00 pence per Ordinary Share and one dividend of 1.33 pence per Ordinary Share, which relates to the two month period ended December 2017.
On 26 April 2018, the Board declared an interim dividend of 2.00 pence per Ordinary Share in respect of the period from 1 January 2018 to 31 March 2018. This interim dividend was paid on 31 May 2018 to shareholders on the register as at 11 May 2018. Including this dividend, the Company has paid 20.83 pence per share since launch.
The Directors will declare dividends taking into account the level of the Company's net income and the Directors' view on the outlook for sustainable recurring earnings. As such, the level of dividends paid may increase or decrease from the current annual dividend of 8.00 pence per share. Based on current market conditions, the Company expects to pay an annualised dividend of 8.00 pence per share in respect of the financial year ending 31 March 2019 and for the interim period to 30 September 2018.
The Board and the Investment Manager are pleased with the strong income returns delivered to our shareholders to date through the diversified and high yielding property portfolio that has been established. Based on annualised dividend payments of 8.00 pence per share, the Company delivers a dividend yield of 8.37% as at 31 March 2018.
The Company has now established a stabilised portfolio and as such, we expect to be able to more frequently deliver a covered dividend, with recent acquisitions giving a significant boost to the initial yield of the portfolio, which was 7.74% as at 31 March 2018.
There is also value to be gained through asset management initiatives. The portfolio had a vacancy rate of 7.10% as at 31 March 2018 and has since achieved sales comprising 1.9% of total vacancy with a further 1.3% under offer to let. There is one planned capex project at Eastpoint Business Park, Oxford, which is expected to increase the ERV and future potential income from the asset once complete.
In the wider economic environment, prospects continue to be dominated by Brexit negotiations, although it seems that some progress has been made towards arriving at a trade deal. The ultimate outcome remains unknown, and it remains difficult to assess the impact on the UK commercial property market. For some businesses it seems this lack of clarity is making it difficult to plan and invest, and it is hoped that negotiations during the remainder of 2018 should bring about more certainty. Our portfolio is relatively defensively positioned with regards to Brexit. We have no central London exposure, where it is anticipated Brexit will have the most significant impact. The Company's investment is primarily focussed on strong, regional centres and exposure is well diversified both geographically and by sector, which serves to mitigate risk.
Looking forward, our focus remains on continuing to grow the Company with further share issues as part of the 12 month share issuance programme as set out in the Company's Prospectus, subject to market conditions. The Company has a strategy to raise funds at intervals in order to minimise cash drag. Subject to future fund raising, the Investment Manager will focus on finding further acquisitions which will deliver an attractive return as part of a well-diversified portfolio.
Mark Burton Chairman 8 June 2018
AEW UK REIT plc is a real estate investment company listed on the premium segment of the Official List of the UK Listing Authority and traded on the London Stock Exchange's Main Market. As part of its business model and strategy, the Company has and intends to maintain UK REIT status. HM Revenue and Customs has acknowledged that the Company has met and intends to continue to meet the necessary qualifying conditions to conduct its affairs as a UK REIT.
The investment objective of the Company is to deliver an attractive total return to shareholders from investing predominantly in a portfolio of smaller commercial properties in the United Kingdom.
In order to achieve its investment objective the Company invests in freehold and leasehold properties across the whole spectrum of the commercial property sector (office properties, retail warehouses, high street retail and industrial/warehouse properties) to achieve a balanced portfolio with a diversified tenant base.
Within the scope of restrictions set out below (under the heading 'Investment Restrictions') the Company may invest up to 10% of its Net Assets (at the time of investment) in the AEW UK Core Property Fund (the 'Core Fund').
The Company did not hold any investment in the Core Fund as at 31 March 2018 and does not intend to reinvest in the Core Fund, but will keep this under review.
The Company will at all times invest and manage its assets in a way that is consistent with its objective of spreading investment risk and in accordance with its published investment policy. The Company will not, at any time, conduct any trading activity which is significant in the context of the business of the Company as a whole.
The Company will invest and manage its assets with the objective of spreading risk through the following investment restrictions:
The Directors currently intend, at all times, to conduct the affairs of the Company so as to enable the Company to qualify as a REIT for the purposes of Part 12 of the Corporation Tax Act 2010 (and the regulations made thereunder).
In the event of a breach of the investment policy or restrictions, the Investment Manager shall inform the Board upon becoming aware of such a breach and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service and the Investment Manager will look to resolve the breach.
Any material change to the investment policy of the Company may only be made with the prior approval of shareholders.
The Company exploits what it believes to be the compelling relative value opportunities offered by pricing inefficiencies in smaller commercial properties let on shorter occupational leases. The Company intends to supplement this core strategy with asset management initiatives to upgrade buildings and thereby improve the quality of income streams. In the current market environment the focus will be to invest in properties which:
The Company's strategy is focused on delivering enhanced returns from the smaller end (up to £15 million) of the UK commercial property market. The Company believes that there are currently pricing inefficiencies in smaller commercial properties relative to the long term pricing resulting in a significant yield advantage, as demonstrated in the graphs below, which the Company aims to exploit.
Note: Equivalent yield is a weighted average of the initial yield and reversionary yield, and represents the yield which the property will produce based on timing of the income received.
Source: IPD, 31 March 2018
The investment management team average 19 years working together, reflecting stability and continuity.
The Investment Manager's investment philosophy is based on the principle of value investing. The Investment Manager looks to acquire assets with an income profile coupled with underlying characteristics that underpin long-term capital preservation. As value managers, the Investment Manager looks for assets where today's pricing may not correspond to long-term fundamentals.
The Investment Manager has an in-house team of dedicated asset managers with a strong focus on active asset management to enhance income and add value to commercial properties.
Acquiring a stable income stream on a site with a higher alternative use value London East Leisure Park, Dagenham
• Acquired February 2018
A representation to the investor of what their initial net yield would be at a predetermined purchase price after taking account of all associated costs, e.g. void costs and rent free periods.
The average weighted return a property will produce according to the present income and estimated rental value assumptions, assuming the income is received quarterly in advance.
The expected return the property will provide once rack rented.
The average lease term remaining to expiry across the portfolio, weighted by contracted rent.
The Net Initial Yield is an indicator of the ability of the Company to meet its target dividend after adjusting for the upward impacts of leverage and deducting operating costs.
An Equivalent Yield profile in line with the Company's target dividend yield shows that, after costs, the Company should have the ability to meet its proposed dividend through property income.
A Reversionary Yield profile that is in line with an Initial Yield profile shows a potentially sustainable income stream that can be used to meet dividends past the expiry of a property's current leasing arrangements.
The Investment Manager believes that current market conditions present an opportunity whereby assets with a shorter unexpired lease term are often mispriced. It is also the Investment Manager's view that a shorter WAULT is useful for active asset management as it allows the Investment Manager to engage in direct negotiation with tenants rather than via rent review mechanisms.
at 31 March 2018 (30 April 2017: 7.63%)
at 31 March 2018 (30 April 2017: 8.50%)
at 31 March 2018 (30 April 2017: 8.37%)
at 31 March 2018 (30 April 2017: 6.37 years)
The average lease term remaining to break, across the portfolio weighted by contracted rent.
6. NAV
NAV is the value of an entity's assets minus the value of its liabilities.
The proportion of our property portfolio that is funded by borrowings.
The space in the property portfolio which is currently unlet, as a percentage of the total ERV of the portfolio.
Dividends declared in relation to the year. The Company targets a dividend of 8.00 pence per Ordinary Share per annum.
market conditions present an opportunity whereby assets with a shorter unexpired lease term are often mispriced. As such, it is in line with the Investment Manager's strategy to acquire properties with a WAULT that is generally shorter than the benchmark. It is also the Investment Manager's view that a shorter WAULT is useful for active asset management as it allows the Investment Manager to engage in direct negotiation with tenants rather than via rent review mechanisms.
The Investment Manager believes that current
The NAV reflects the Company's ability to grow the portfolio and add value to it throughout the life cycle of its assets.
The Company utilises borrowings to enhance returns over the medium term. Borrowings will not exceed 35% of GAV (measured at drawdown) with a long term target of 25% or less of GAV.
The Company's aim is to minimise vacancy of the properties. A low level of structural vacancy provides an opportunity for the Company to capture rental uplifts and manage the mix of tenants within a property.
The dividend reflects the Company's ability to deliver a sustainable income stream from its portfolio.
5.08 years at 31 March 2018 (30 April 2017: 5.22 years)
£146.03 million
at 31 March 2018 (30 April 2017: £118.67 million)
26.00%
at 31 March 2018 (30 April 2017: 19.31%)
7.10%
at 31 March 2018 (30 April 2017: 7.22%)
for the quarter ended 31 March 2018 This supports an annualised dividend of 8.00 pps
The ratio of total administration and operating costs expressed as a percentage of average NAV throughout the period.
PBT is a profitability measure which considers the Company's profit before the payment of income tax.
The percentage change in the share price assuming dividends are reinvested to purchase additional Ordinary Shares.
Earnings from core operational activities. A key measure of a company's underlying operating results from its property rental business and an indication of the extent to which current dividend payments are supported by earnings. See note 8 of the Financial Statements.
The Ongoing Charges ratio provides a measure of total costs associated with managing and operating the Company, which includes the management fees due to the Investment Manager. The Investment Manager presents this measure to provide investors with a clear picture of operational costs involved in running the Company.
The PBT is an indication of the Company's financial performance for the period in which its strategy is exercised.
This reflects the return seen by shareholders on their shareholdings.
This reflects the Company's ability to generate earnings from the portfolio which underpins dividends.
for the period ended 31 March 2018 (year ended 30 April 2017: 1.52%)
for the period ended 31 March 2018 (year ended 30 April 2017: £6.10 million)
for the period ended 31 March 2018 (year ended 30 April 2017: 8.22%)
for the period ended 31 March 2018 (year ended 30 April 2017: 7.57 pps)
Alex Short – Portfolio Manager
In April 2018, Q1 2018 growth was reported at 0.1% by the Office of National Statistics ('ONS'), well below the expected 0.3% and the weakest quarterly growth since 2012. This could trigger a downward revision for the full year 2018 growth forecasts, following on from a weak performance in 2017. UK growth for 2017 was reported at 1.8% by the ONS, the weakest performance of the UK economy in five years, due to a sharp rise in inflation squeezing household spending power.
This left the UK falling behind other major economies, such as the US and Germany, which grew by 2.3% and 2.5% respectively, as the global recovery begins to gather pace. The strength of the global economy, and the competitive value of the pound, should boost growth in export-oriented sectors. However, consumers continue to be squeezed by high inflation, while uncertainty surrounding Brexit is deterring business investment.
The 2017 figures demonstrate the impact on household budgets, with spending growing by 1.7%, which is the slowest rate of annual growth since 2012. This came as a result of inflation outpacing wage growth, driven by the post-Brexit fall in Sterling. However for the
three months to February 2018, ONS figures reported wage inflation (including bonuses) of 2.8%, which exceeded cost inflation as the consumer price index ('CPIH') dipped to 2.5% in February 2018.
Many thought that this, coupled with low unemployment levels, would allow the Bank of England ('BoE') to make a second interest rate rise in May 2018, following a rise of 0.25% in November 2017, which was the first increase in a decade. However, the recent slowdown in economic growth has delayed any such increase, although it is anticipated that the BoE could raise interest rates once or twice during the remainder of 2018 and 2019. It is thought that the pace of rate rises will remain gradual and, with growth now slowing, the prospect of higher interest rates and inflation driven by growth should not be seen as a serious threat. Therefore we anticipate interest rates to remain stable and supportive of the prospects for UK growth.
Despite the economic pressures, we think that the property sector is set for another strong year, primarily due to its relative high yield compared with other sectors. The property market continues to show healthy spreads over 10 year government bond yields, and is still in the advantageous position of offering one of the highest yields from traditional asset classes.
All property total returns were 1.7% for the three months ended 31 March 2018 (IPD Quarterly Index for standing investments) and the 12 month return to 31 March 2018 was 9.3%. Overseas capital was a key feature of the property market in 2017, with overseas buyers accounting for almost half the 2017 UK investment. It is expected that the weight of money targeting the sector will remain high in 2018 from overseas private wealth investors attracted by the relative yield.
One of the main risks to the real estate market outlook will be the possibility of a 'Hard Brexit'. Although a relatively favourable end trading relationship is anticipated, with a transition period likely to last until December 2020 following the UK's exit from the EU in 2019, we still do not have a comprehensive agreement on the UK's long-term future with the EU and there remains a risk that the UK could leave without a trade deal. The outlook should become clearer during the remainder of 2018, but in the event that the future trading relationship includes barriers to trade, the real estate occupier market could weaken.
The wider political landscape in the UK also contains risks, both in terms of political leadership and policy, and specifically for the real estate sector, which could face increased taxation and regulation. The November 2017 Budget proposed measures to end capital gains tax exemption for overseas investors in commercial property from 2019, which could lead to some moderation in overseas investment.
It has been well documented that the retail sector has weakened in many areas and this has been reflected in financial difficulties for many well-known high street names such as New Look and Toys R Us. Since inception, the Company has positioned its retail purchases to take account of this trend. Our retail assets are located in town and city centres with large catchment populations and in many cases are supported by strong alternative use values and asset management options. Indeed, Valley Retail Park, Belfast, has been one of our strongest performing assets, as detailed in the 'Portfolio Activity' section. While we remain cautious on the retail sector, mispriced opportunities can still be found.
The industrial sector remains robust and it represents the largest proportion of our portfolio with 42%. We generally focus on assets with low capital value in locations with good accessibility from the national motorway network. In general, with the exception of large regional logistics units, industrial values have not yet reached levels which support the cost of new development, creating a tension between supply and demand often resulting in significant rental growth. Total returns for the industrials market were 19.6% for 2017 (IPD) and rental growth was 5.3%, more than double the all-property average.
This has been demonstrated within the Company's portfolio, for example at Sarus Court Industrial Estate, Runcorn, where new letting deals have moved rental values from £4.50 per sq ft at purchase to £5.50 per sq ft today, which has resulted in a valuation increase of 28% over the 29 months since acquisition of the initial four units. We therefore believe that the portfolio's low average passing rent from industrial property of £3.92 per sq ft make it well placed to benefit from further rental growth and we expect the sector to continue to be an area of opportunity for the Company over the next year.
Offices represent the Company's second largest sector holding and in some areas we have seen significant value growth. Locations with either high levels of tenant demand or where purchase values are well below that of surrounding residential uses are the focus of our stock selection process. The implementation within the planning regime of permitted development rights ('PDR') allowing for conversion to residential has contributed to a shortage of office stock in some locations and this in turn has led to rental growth in areas of robust occupational demand.
This remains an area where we see interesting opportunities to purchase assets with attractive initial yields. Post purchase, the asset management team work proactively, often implementing initiatives to drive rental value at the same time as working on permitted residential consents to improve the assets residual value ensuring downside protection. For example, the Company's holding in Queen Square, Bristol, has benefited from rental growth as a result of our asset management programme of improvement and refurbishment. The average passing rent at purchase in December 2015 date was under £17 per sq ft, compared to the latest leasing interest at £24 per sq ft. Average rental growth of 44% has contributed to an increase in value from £7.2 million at purchase to £10.7 million as at 31 March 2018.
The alternatives holding in the Company's portfolio works to diversify risk and enhance performance. Alternatives are a growing allocation in most balanced real estate portfolios and this is an area in which we have significant expertise and would like to increase our holding. Our strategy will focus on shorter lease profiles in economically robust areas where tenants are trading profitably from the location. The assets will often provide asset management opportunities, such as the ability to agree longer leases with tenants who often prefer index linked rent reviews. It is a growing sector of the market and presents opportunities to acquire interesting assets at attractive prices, such as London East Leisure Park in Dagenham, which was purchased by the Company in March 2018.
As demonstrated by the weight of the Company's purchases during the first quarter of 2018, the opportunity persists to purchase assets across all sectors, with attractive and sustainable yield profiles, along with the potential for growth. The Company's investment strategy continues to focus on well located assets, of comparatively small lot size with shorter than average unexpired lease lengths that can be used to actively drive value as part of a business plan. Our stock selection process also closely examines alternative use values for each asset and selects those that provide a strong recovery rate in a downside scenario.
Our pipeline of opportunities remains supportive of our target dividend of 8 pps per annum and our aim of providing an attractive total return from a diversified portfolio of assets. In the short term, purchases will continue to focus on business space and alternatives and will remain opportunistic in the retail sector.
The Company continues to build on a diversified portfolio of properties and as at 31 March 2018 held 36 investment properties (30 April 2017: 29 investment properties). Net rental income earned from the portfolio for the 11 months ended 31 March 2018 was £11.22 million (year ended 30 April 2017: £11.07 million), contributing to an operating profit before fair value changes and disposals of £9.60 million (year ended 30 April 2017: £9.81 million).
The Company disposed of its remaining holding in the Core Fund on 9 May 2017 for total proceeds of £7.67 million. The Company had held an ownership in the Core Fund since May 2015 and saw a total return of 13% over the hold period. The units were sold at a price in excess of the Core Fund's then most recent published NAV and generated a profit on disposal of £0.07 million.
The portfolio has seen a gain of £1.01 million on revaluation of investment property over the period (year ended 30 April 2017: loss of £3.16 million). Performance was strongly supported by the Company's industrial assets, which saw the greatest like-for-like increase in valuation over the period of each sector. The Company's office and retail warehousing portfolios also increased in valuation during the period on a like-for-like basis. Geographically, performance was strongest in the South West, North West, Eastern and West Midlands regions, while Scotland was the only region with a negative like-for-like valuation movement, highlighting continued uncertainty in occupational markets in this location. That said, we are encouraged by signs of improvement that have been seen here during the first quarter of 2018 and we are hopeful that the current business plan will yield a more positive outcome during the coming 12 months.
The Company reported a loss on disposal of investment properties of £0.22 million (year ended 30 April 2017: gain of £0.73 million), which wholly relates to sales costs for the disposal of Valley Retail Park, Belfast, in September 2017.
Administrative expenses, which include the Investment Manager's fee and other costs attributable to the running of the Company, were £1.62 million for the 11 month period (year ended 30 April 2017: £1.84 million) and Ongoing Charges for the period were 1.24% (year ended 30 April 2017: 1.52%).
The Company incurred finance costs of £0.65 million during the period (year ended 30 April 2017: £0.76 million).
The total profit before tax for the period of £9.82 million (year ended 30 April 2017: £6.10 million) equates to a basic earnings per share of 7.17 pence (year ended 30 April 2017: 5.04 pence).
The Company's Net Asset Value as at 31 March 2018 was £146.03 million or 96.36 pence per share ("pps") (30 April 2017: £118.67 million or 95.98 pps). This is an increase of 0.38 pps or 0.40%, with the underlying movement in NAV set out in the table below:
| Pence per share | £ million | |
|---|---|---|
| NAV as at 1 May 2017 | 95.98 | 118.67 |
| Change in fair value of investment property | 1.11 | 1.01 |
| Change in fair value of derivatives | (0.02) | (0.02) |
| Loss on disposal of investment property | (0.17) | (0.22) |
| Profit on disposal of investments | 0.04 | 0.07 |
| Income earned for the period | 9.07 | 12.33 |
| Expenses and net finance costs for the period | (2.47) | (3.35) |
| Dividends paid | (7.33) | (9.99) |
| Issue of equity (net of costs) | 0.15 | 27.53 |
| NAV as at 31 March 2018 | 96.36 | 146.03 |
EPRA earnings per share for the 11 month period was 6.56 pps which, based on dividends paid of 7.33 pps, reflects a dividend cover of 89.50%.
As at 31 March 2018, the Company had utilised £50.00 million (30 April 2017: £29.01 million) of an available £60.00 million (30 April 2017: £40.00 million) credit facility with RBSi, maturing in October 2020. Gearing as at 31 March 2018 was 26.00% (Loan to GAV) (30 April 2017: 19.31%). The loan attracts interest at LIBOR + 1.4% (30 April 2017: LIBOR + 1.4%). To mitigate the interest rate risk that arises as a result of entering into a variable rate linked loan, the Company holds interest rate caps on £36.51 million (30 April 2017: £26.51 million) of the loan at strike rates of 2.5% on £26.51 million and 2.0% on £10.00 million (30 April 2017: 2.5% on £26.51 million), meaning that the loan is 73% hedged (30 April 2017: 91%).
The Company's objective is to build a diversified portfolio of commercial properties throughout the UK. New acquisitions have been selected to provide a sustainable income return and the potential for growth, whilst also limiting downside risk. The majority of the Company's assets are fully let and as at 31 March 2018, the Company had a vacancy rate of 7.10% (30 April 2017: 7.22%). The following significant investment transactions were made during the period:
– Unit 1005, Sarus Court, Runcorn - In May 2017 the Company acquired Unit 1005 Sarus Court which completes the Company's acquisition of the whole of the Sarus Court industrial estate, where five of the six units were already in the Company's ownership following acquisitions in 2015. Sarus Court forms part of the wider Manor Park industrial estate, strategically located to the west of Runcorn and five kilometres from the Mersey Gateway Project, a new six lane bridge over the River Mersey connecting the towns of Runcorn and Widnes and linking the M56 to M62.
The estate provides well specified, modern industrial units of between 11,000 and 17,000 sq ft, which are let to a number of lightindustrial occupiers providing a WAULT of over three years to expiry across the estate. Unit 1005, which is let to Dimension Data until 2020, offers significant reversionary potential, with a passing rent of £4.50 per sq ft which is more than 15% lower than a 2017 letting at 1003 Sarus Court secured at £5.25 per sq ft. The purchase therefore not only offers rental upside but brings the whole estate under the Company's ownership, which will add value from an estate management perspective. The acquisition pricing reflects a Net Initial Yield of 7.8% and a capital value of £55 per sq ft.
– Deeside Industrial Park - In July 2017 the Company announced the acquisition of a c. 97,000 sq ft single-let industrial building in Deeside, North Wales, for £4.31 million, reflecting a Net Initial Yield of 7.9% and a capital value of £45 per sq ft. The asset, which is located within the established Deeside Industrial Park, is fully let to global enterprise Magellan Aerospace, for a term of four years to break and nine years to expiry. The current passing rent of £3.75 per sq ft is significantly below that seen at other competing centres within the North West, such as in Warrington and Manchester.
Deeside Industrial Park has been established since the 1970s and totals in excess of 600 acres, comprising over 5 million sq ft of industrial and warehouse accommodation attracting a variety of manufacturing and distribution companies. The estate benefits from its close proximity to the national motorway network, being within five miles of both the M56 and M53.
The Company had held an ownership in the Core Fund since launch in May 2015 for the purpose of expediting its investment period and saw a total return of 13% over the hold period. The units were sold at a price in excess of the Core Fund's latest published NAV.
– Valley Retail Park, Belfast - In September 2017 the Company completed the disposal of the Valley Retail Park in Belfast for £11.05 million. The Company originally purchased the 100,189 sq ft property for £7.15 million in 2015 with a WAULT of only 3 years to break and vacancy in excess of 20%. The Company's proactive asset management activity has added significant value with new lettings to Go Outdoors for a 20 year term and Smyths Toys for a term of 15 years. In 2016, a surrender premium of £1 million was also taken from outgoing tenant, Harvey Norman.
After completion of the asset's business plan, it was felt to be the most beneficial time to dispose in order to maximise shareholder return.
– Commercial Road Portsmouth - In October 2017 the Company acquired 208-220 Commercial Road and 7-13 Crasswell Street, Portsmouth for £6.37m, reflecting a net initial yield of 9.6%. The asset is fully let to seven retail tenants and one office tenant providing a WAULT of 3.6 years to expiry. The 12,475 sq ft retail property is situated within the prime pedestrianised pitch of Commercial Road within Portsmouth's city centre. The property is also directly opposite the main covered shopping centre, The Cascades, which is anchored by Primark, H&M and Next.
As part of the 'Shaping Portsmouth' development initiative, the city is set to receive £1 billion of investment from both public and private sector organisations over the next 20 years.
– Cedar House, Gloucester – In December 2017 the Company announced the acquisition of Cedar House, Spa Road, Gloucester for £3.10 million. The five-storey office block, which is located within the city centre adjacent to Gloucester Park, was acquired for a price reflecting a low capital value of only £80 per sq ft and an attractive net initial yield of 9.1%. The property is currently let to the Secretary of State for Communities & Local Government for use as a Job Centre, with a short unexpired lease term of 0.3 years. However, the tenant has already served a Section 26 notice to renew the lease and as such the Investment Manager has already agreed terms to extend this occupation.
The property is situated within a mixed office and residential area and as such the Investment Manager believes that it provides good long-term alternative use potential. Public transport is easily accessible, with good links to Gloucester Railway Station and a central bus route. The asset provides a total floor area of 38,427 sq ft and includes substantial car parking facilities, with 103 spaces available.
The large site of ten acres benefits from being situated in Wakefield, an established industrial location. The business park is strategically located at the intersection of the M1/M62 motorways, providing access to Manchester, Liverpool, Sheffield and beyond to London. The adjoining sites comprise recently developed residential accommodation highlighting potential to add value through change of use in the future.
– 2 Geddington Road, Corby – Also in February 2018 the Company acquired 2 Geddington Road, Corby, an asset of 35 acres fully let to GEFCO UK Ltd, a wholly owned subsidiary of GEFCO SA, a global provider of logistics services to manufacturers, with 3.3 years to expiry. The property comprises a secure fenced site along with a modern industrial property extending to 52,000 sq ft and is used by the tenant for the storage and inspection of vehicles. The transaction of £12.40 million reflects an attractive net initial yield of 10.0%.
A mix of commercial and residential development surrounds the site, including the Eurohub logistics park and a 250-acre development site being brought to the market by Frogmore and Mulberry Developments where Eddie Stobart have recently signed up for a new 844,000 sq ft facility.
– East London Leisure Park, Dagenham – During March 2018 the Company acquired c. 72,000 sq ft of leisure accommodation forming the eastern section of the London East Leisure Park, a purpose built leisure destination, for £11.37 million. The property currently houses Mecca Bingo, McDonalds and Hollywood Bowl and provides a net initial yield of 5.8%, rising to 8% in September 2018 upon expiry of a rent free period, with a WAULT of 12.6 years.
A major attraction of the park is its location, 11 miles east of Central London and being highly accessible both via public transport but also with close links to the A13 and M25. Dagenham is an area due to go through major regeneration over the next ten years with the Council recently setting out plans for the development of thousands of new homes as well as a proposal for the first film studio to be built in London for 25 years. The surrounding area comprises a mix of retail, industrial and residential property.
– Gresford Industrial Estate, Wrexham – During March 2018 the Company acquired a single let industrial unit on the Gresford Industrial Estate, Wrexham for a price of £9.98 million reflecting a low capital value of £35 per sq ft. The property provides 279,541 sq ft leased to Plastipak UK Limited for a further 14 years and comprises three units within a self-contained site. The asset benefits from its location in Gresford Industrial Estate, approximately two miles north of Wrexham town centre, with key motorway links across the North West via the A483. A key feature of the building is its large power supply at 18 megawatts which is rarely seen in buildings of this nature and could therefore be attractive to future tenants. The asset provides a net initial yield today of 8.3% with a fixed rental uplift due in 2022 taking the yield in excess of 9%.
| Purchase Price (£m): | 0.61 |
|---|---|
| Sector: | Industrial |
| Area (sq ft): | 11,097 |
| NIY at acquisition (%): | 7.8 |
| WAULT to break as at 31 March 2018 (years): | 2.5 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 2002 |
| Purchase Price (£m): | 4.31 |
|---|---|
| Sector: | Industrial |
| Area (sq ft): | 96,597 |
| NIY at acquisition (%): | 7.9 |
| WAULT to break as at 31 March 2018 (years): | 4.0 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1990s |
| Purchase Price (£m): | 5.70 |
|---|---|
| Sector: | Industrial |
| Area (sq ft): | 184,114 |
| NIY at acquisition (%): | 8.6 |
| WAULT to break as at 31 March 2018 (years): | 3.0 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1988 |
| Purchase Price (£m): | 6.37 |
|---|---|
| Sector: | Standard Retail |
| Area (sq ft): | 12,475 |
| NIY at acquisition (%): | 9.6 |
| WAULT to break as at 31 March 2018 (years): | 3.3 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1980s |
| Purchase Price (£m): | 3.10 |
|---|---|
| Sector: | Offices |
| Area (sq ft): | 38,427 |
| NIY at acquisition (%): | 9.1 |
| WAULT to break as at 31 March 2018 (years): | 6.0 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1970s |
| Purchase Price (£m): | 2.10 |
|---|---|
| Sector: | Industrial |
| Area (sq ft): | 51,722 |
| NIY at acquisition (%): | 7.2 |
| WAULT to break as at 31 March 2018 (years): | 6.5 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1970s |
| Purchase Price (£m): | 4.18 |
|---|---|
| Sector: | Industrial |
| Area (sq ft): | 205,203 |
| NIY at acquisition (%): | 11.5 |
| WAULT to break as at 31 March 2018 (years): | 2.6 |
| Occupancy by ERV (%): | 82.1 |
| Constructed: | 1970s |
| Purchase Price (£m): | 12.40 |
|---|---|
| Sector: | Other |
| Area (sq ft): | 52,353 |
| NIY at acquisition (%): | 10.0 |
| WAULT to break as at 31 March 2018 (years): | 3.3 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1990s |
| Purchase Price (£m): | 11.37 |
|---|---|
| Sector: | Other |
| Area (sq ft): | 71,720 |
| NIY at acquisition (%): | 8.0 |
| WAULT to break as at 31 March 2018 (years): | 12.6 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1990s |
| Purchase Price (£m): | 9.98 |
|---|---|
| Sector: | Industrial |
| Area (sq ft): | 279,541 |
| NIY at acquisition (%): | 8.3 |
| WAULT to break as at 31 March 2018 (years): | 14.0 |
| Occupancy by ERV (%): | 100 |
| Constructed: | 1980s |
We undertake active asset management to seek opportunities to achieve rental growth, let vacant space and enhance value through initiatives such as refurbishments. During the period, key asset management initiatives have included:
The Company will retain the fully let ground floor accommodation in this busy city centre location, totalling 28,432 sq ft, let to national retail operators including Costa Coffee, Poundland and Lakeland. The retained element will provide the Company with an ongoing yield of 9.5% based on its component value of £5.26 million.
The Company's property portfolio has seen continued steady growth since inception, with a sharp increase in portfolio size coming in the quarter ended March 2018, during which five acquisitions were made.
Vacancy has remained lower than 10% of ERV and the high occupancy levels of recent acquisitions has seen vacancy fall to 7.10% as at 31 March 2018. Post period-end, the Company disposed of vacant space at Pearl Assurance House, Nottingham, which has caused vacancy rates to fall further.
Property Portfolio (continued)
Summary by Sector as at 31 March 2018
| Sector | Number of Properties |
Valuation (£m) |
Area ('000 sq ft) |
Occupancy by ERV (%) |
WAULT to break (years) |
Gross Passing Rental Income (£m) |
ERV (£m) |
|---|---|---|---|---|---|---|---|
| Standard Retail | 4 | 23.9 | 147 | 96.3 | 3.9 | 2.5 | 1.9 |
| Retail Warehouse | 2 | 9.5 | 68 | 100.0 | 5.4 | 0.8 | 0.8 |
| Office | 7 | 48.4 | 357 | 79.3 | 4.0 | 3.8 | 5.2 |
| Industrial | 20 | 81.2 | 2,161 | 98.4 | 5.4 | 7.3 | 7.5 |
| Other | 3 | 29.4 | 165 | 100.0 | 6.1 | 2.6 | 2.3 |
| Total | 36 | 192.4 | 2,898 | 92.9 | 5.1 | 17.0 | 17.7 |
| Greater London 1 11.4 72 100.0 12.6 |
0.7 0.8 |
|---|---|
| South East 5 28.7 195 89.3 3.6 |
2.7 2.4 |
| South West 3 21.4 126 100.0 4.8 |
1.6 1.7 |
| Eastern 5 20.9 345 100.0 4.2 |
1.8 1.9 |
| West Midlands 4 16.9 397 100.0 4.3 |
1.8 1.8 |
| East Midlands 2 21.3 122 86.0 3.9 |
2.0 1.9 |
| North West 5 16.8 315 99.8 5.2 |
1.5 1.4 |
| Yorkshire and 8 30.5 864 94.1 3.8 Humberside |
2.9 3.2 |
| Wales 2 14.5 376 100.0 11.1 |
1.3 1.3 |
| Scotland 1 10.0 86 57.1 3.3 |
0.7 1.3 |
| Total 36 192.4 2,898 92.9 5.1 |
17.0 17.7 |
Properties by Market Value
West Midlands Yorkshire & Humberside
| Property | Sector | Region | Market Value Range (£m) |
|---|---|---|---|
| Top ten: | |||
| 2 Geddington Road, Corby | Other (Sui Generis) | East Midlands | 10.0 – 15.0 |
| London East Leisure Park, Dagenham | Other (Leisure) | Greater London | 10.0 – 15.0 |
| 40 Queen Square, Bristol | Offices | South West | 10.0 – 15.0 |
| 225 Bath Street, Glasgow | Offices | Scotland | 10.0 – 15.0 |
| Gresford Industrial Estate, Wrexham | Industrial | Wales | 7.5 – 10 |
| Pearl Assurance House, Nottingham | Offices | East Midlands | 7.5 – 10 |
| Eastpoint Business Park, Oxford | Offices | South East | 7.5 – 10 |
| Above Bar Street, Southampton | Standard Retail | South East | 7.5 – 10 |
| Barnstaple Retail Park | Retail Warehouse | South West | 5.0 – 7.5 |
| Langthwaite Grange Industrial Estate, South Kirkby | Industrial | Yorkshire and Humberside | 5.0 – 7.5 |
The Company's top ten properties listed above comprise 49.1% of the total value of the portfolio.
| Property | Sector | Region | Market Value Range (£m)* |
|---|---|---|---|
| Commercial Road, Portsmouth | Standard Retail | South East | 5.0 – 7.5 |
| Sarus Court Industrial Estate, Runcorn | Industrial | North West | 5.0 – 7.5 |
| Storeys Bar Road, Peterborough | Industrial | Eastern | 5.0 – 7.5 |
| Odeon Cinema, Southend | Other (Leisure) | Eastern | 5.0 – 7.5 |
| Oak Park, Droitwich | Industrial | West Midlands | 5.0 – 7.5 |
| Euroway Trading Estate, Bradford | Industrial | Yorkshire and Humberside | 5.0 – 7.5 |
| Apollo Business Park, Basildon | Industrial | Eastern | < 5.0 |
| Bank Hey Street, Blackpool | Standard Retail | North West | < 5.0 |
| Sandford House, Solihull | Offices | West Midlands | < 5.0 |
| Excel 95, Deeside | Industrial | Wales | < 5.0 |
| Fargate and Chapel Walk, Sheffield | Standard Retail | Yorkshire and Humberside | < 5.0 |
| Brockhurst Crescent, Walsall | Industrial | West Midlands | < 5.0 |
| Diamond Business Park, Wakefield | Industrial | Yorkshire and Humberside | < 5.0 |
| Walkers Lane, St. Helens | Industrial | North West | < 5.0 |
| Brightside Lane, Sheffield | Industrial | Yorkshire and Humberside | < 5.0 |
| Wella Warehouse, Basingstoke | Industrial | South East | < 5.0 |
| Cedar House, Gloucester | Offices | South West | < 5.0 |
| Eagle Road, Redditch | Industrial | West Midlands | < 5.0 |
| Pipps Hill Industrial Estate, Basildon | Industrial | Eastern | < 5.0 |
| Vantage Point, Hemel Hempstead | Offices | Eastern | < 5.0 |
| Magham Road, Rotherham | Industrial | Yorkshire and Humberside | < 5.0 |
| Knowles Lane, Bradford | Industrial | Yorkshire and Humberside | < 5.0 |
| Stoneferry Retail Park, Hull | Retail Warehouse | Yorkshire and Humberside | < 5.0 |
| Clarke Road, Milton Keynes | Industrial | South East | < 5.0 |
| Moorside Road, Salford | Industrial | North West | < 5.0 |
| Waggon Road, Mossley | Industrial | North West | < 5.0 |
* Source: Valuation provided by Knight Frank LLP as at 31 March 2018.
| Tenant | Property | Passing Rental Income (£'000) |
% of Portfolio Total Passing Rental Income |
|---|---|---|---|
| GEFCO UK Limited | 2 Geddington Road, Corby | 1,320 | 7.7 |
| Plastipak UK Limited | Gresford Industrial Estate, Wrexham | 883 | 5.2 |
| The Secretary of State | Sandford House, Solihull and Cedar House, Gloucester |
811 | 4.8 |
| Ardagh Glass Limited | Langthwaite Industrial Estate, South Kirkby | 676 | 4.0 |
| Mecca Bingo Limited | London East Leisure Park, Dagenham | 625 | 3.7 |
| Egbert H Taylor & Company Limited | Oak Park, Droitwich | 620 | 3.6 |
| Odeon Cinemas | Odeon Cinema, Southend | 535 | 3.1 |
| Sports Direct | Barnstaple Retail Park and Bank Hey Street, Blackpool |
525 | 3.1 |
| Wyndeham Peterborough Limited | Storeys Bar Road, Peterborough | 525 | 3.1 |
| Advance Supply Chain (BFD) Limited | Euroway Trading Estate, Bradford | 428 | 2.5 |
The Company's top ten tenants, listed above, represent 40.8% of the total passing rental income of the portfolio.
AEW UK Investment Management LLP is authorised and regulated by the Financial Conduct Authority as a full-scope AIFM and provides its services to the Company.
The Company has appointed Langham Hall UK Depositary LLP ('Langham Hall') to act as the depositary to the Company, responsible for cash monitoring, asset verification and oversight of the Company.
Under the AIFM Directive, the Company is required to make disclosures in relation to its leverage under the prescribed methodology of the Directive.
The AIFM Directive prescribes two methods for evaluating leverage, namely the 'Gross Method' and the 'Commitment Method'. The Company's maximum and actual leverage levels are as per below:
| 31 March 2018 | 30 April 2017 | ||||
|---|---|---|---|---|---|
| Leverage Exposure | Gross Method | Commitment Method |
Gross Method | Commitment Method |
|
| Maximum Limit | 140% | 140% | 140% | 140% | |
| Actual | 131% | 134% | 118% | 124% |
In accordance with the AIFM Directive, leverage is expressed as a percentage of the Company's exposure to its NAV and adjusted in line with the prescribed 'Gross' and 'Commitment' methods. The Gross method is representative of the sum of the Company's positions after deducting cash balances and without taking into account any hedging and netting arrangements. The Commitment method is representative of the sum of the Company's positions without deducting cash balances and taking into account any hedging and netting arrangements. For the purposes of evaluating the methods above, the Company's positions primarily reflect its current borrowings and NAV.
The AIFM has adopted a Remuneration Policy which accords with the principles established by AIFMD.
AIFMD Remuneration Code Staff includes the members of the AIFM's Management Committee, those performing Control Functions, Department Heads, Risk Takers and other members of staff that exert material influence on the AIFM's risk profile or the AIFs it manages.
Staff are remunerated in accordance with the key principles of the firm's remuneration policy, which include (1) promoting sound risk management; (2) supporting sustainable business plans; (3) remuneration being linked to non-financial criteria for Control Function staff; (4) incentivise staff performance over longer periods of time; (5) award guaranteed variable remuneration only in exceptional circumstances; and (6) having an appropriate balance between fixed and variable remuneration.
As required under section 'Fund 3.3.5.R(5)' of the Investment Fund Sourcebook, the following information is provided in respect of remuneration paid by the AIFM to its staff. The information provided below is provided for the year from 1 January 2017 to 31 December 2017, which is in line with the most recent financial reporting period of the AIFM, and relates to the total remuneration of the entire staff of the AIFM.
| Year ended 31 December 2017 |
|
|---|---|
| Total remuneration paid to employees during financial year: | |
| a) remuneration, including, where relevant, any carried interest paid by the AIFM |
£2,342,893 |
| b) the number of beneficiaries |
26 |
| The aggregate amount of remuneration, broken down by: | |
| a) senior management |
£604,938 |
| b) members of staff |
£1,737,955 |
| Fixed remuneration |
Variable remuneration |
Total remuneration |
|
|---|---|---|---|
| Senior management | £604,938 | – | £604,938 |
| Staff | £1,458,955 | £279,000 | £1,737,955 |
| Total | £2,063,893 | £279,000 | £2,342,893 |
AEW UK Investment Management LLP 8 June 2018
The Company's assets consist primarily of UK commercial property. Its principal risks are therefore related to the commercial property market in general, but also to the particular circumstances of the individual properties and the tenants within the properties.
The Board has carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. Twice a year, the Audit Committee reviews the adequacy and effectiveness of the Company's risk management system. Some risks are not yet known and some that are currently not deemed material, could turn out to be material in the future. All principal risks are the same as detailed in the 2017 Annual Report. Financial risk management and objectives and policies are further detailed in Note 20 of the Financial Statements.
An analysis of the principal risks and uncertainties is set out below:
Any property market recession or future deterioration in the property market could, inter alia, (i) cause the Company to realise its investments at lower valuations; and (ii) delay the timings of the Company's realisations. These risks could have a material adverse effect on the ability of the Company to achieve its investment objective.
Property and property-related assets are inherently difficult to value due to the individual nature of each property.
There may be an adverse effect on the Company's profitability, the NAV and the price of Ordinary Shares in cases where properties are sold whose valuations have previously been materially overstated.
Failure by tenants to comply with their rental obligations could affect the income that the properties earn and the ability of the Company to pay dividends to its shareholders.
Asset management initiatives, such as refurbishment works, may prove to be more extensive, expensive and take longer than anticipated. Cost overruns may have a material adverse effect on the Company's profitability, the NAV and the share price.
The Company has investment restrictions in place to invest and manage its assets with the objective of spreading and mitigating risk.
The Company uses an independent valuer (Knight Frank) to value the properties at fair value in accordance with accepted RICS appraisal and valuation standards.
Tenant covenant checks are carried out on new tenants where there are concerns as to their creditworthiness.
Asset management team conducts ongoing monitoring and liaison with tenants to manage potential bad debt risk.
Costs incurred on asset management initiatives are closely monitored against budgets and reviewed in regular presentations to the Investment Management Committee of the Investment Manager.
| Principal risks and their potential impact | How risk is managed | ||
|---|---|---|---|
| REAL ESTATE RISKS (continued) | |||
| Due diligence | |||
| Due diligence may not identify all the risks and liabilities in respect of an acquisition (including any environmental, structural or operational defects) that may lead to a material adverse effect on the Company's profitability, the Net Asset Value and the price of the Company's Ordinary Shares. |
The Company's due diligence relies on the work (such as legal reports on title, property valuations, environmental, building surveys) outsourced to third parties who have expertise in their areas. Such third parties have Professional Indemnity cover in place. |
||
| Fall in rental rates | |||
| Rental rates may be adversely affected by general UK economic conditions and other factors that depress rental rates, including local factors relating to particular properties/locations (such as increased competition). |
The Company mitigates this risk through building a diversified property and tenant base with subsequent monitoring of concentration to individual occupiers (top 10 tenants) and sectors (geographical and sector exposure). |
||
| Any fall in the rental rates for the Company's properties may have a material adverse effect on the Company's profitability, the NAV, the price of the Ordinary Shares and the Company's ability to meet interest and capital repayments on any debt facilities. |
The Investment Manager holds quarterly meetings with its Investment Strategy Committee and regularly meets the Board of Directors to assess whether any changes in the market present risks that should be addressed in our strategy. |
||
| FINANCIAL RISKS | |||
| Breach of borrowing covenants | |||
| The Company has entered into a term credit facility. | The Company monitors the use of borrowings on an ongoing | ||
| Material adverse changes in valuations and net income may lead to breaches in the LTV and interest cover ratio covenants. |
basis through weekly cash flow forecasting and quarterly risk monitoring to monitor financial covenants. |
||
| Interest rate rises | |||
| The Company's borrowings through a term credit facility are subject to interest rate risk through changing LIBOR rates. Any increases in LIBOR rates may have an adverse effect on the |
The Company uses interest caps on a significant notional value of the loan to mitigate the adverse impact of possible interest rate rises. |
||
| Company's ability to pay dividends. | The Investment Manager and Board of Directors monitor the level of hedging and interest rate movements to ensure that the risk is managed appropriately. |
||
| Availability and cost of the credit facility | |||
| The term credit facility expires in October 2020. In the event that RBSi does not renew the facility the Company may need to sell |
The Company maintains a good relationship with the bank providing the term credit facility. |
||
| assets to repay the outstanding loan. Any increase in the financing costs of the facility on renewal would adversely impact on the Company's profitability. |
The Company monitors the projected usage and covenants of the credit facility on a quarterly basis. |
| Principal risks and their potential impact | How risk is managed | ||
|---|---|---|---|
| CORPORATE RISKS | |||
| Use of service providers | |||
| The Company has no employees and is reliant upon the performance of third party service providers. |
The performance of service providers in conjunction with their service level agreements is monitored via regular calls and face |
||
| Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Company. |
to face meetings and the use of Key Performance Indicators, where relevant. |
||
| Dependence on the Investment Manager | |||
| The Investment Manager is responsible for providing investment management services to the Company. |
The Investment Manager has endeavoured to ensure that the principal members of its management team are suitably |
||
| The future ability of the Company to successfully pursue its investment objective and investment policy may, among other things, depend on the ability of the Investment Manager to retain its existing staff and/or to recruit individuals of similar experience and calibre. |
incentivised. | ||
| Ability to meet objectives | |||
| The Company may not meet its investment objective to deliver an attractive total return to shareholders from investing predominantly in a portfolio of smaller commercial properties in the United Kingdom. |
The Company has an investment policy to achieve a balanced portfolio with a diversified tenant base. The Company also has investment restrictions in place to limit exposure to potential risk factors. These factors mitigate the risk of fluctuations |
||
| Poor relative total return performance may lead to an adverse reputational impact that affects the Company's ability to raise new capital. |
in returns. |
| Principal risks and their potential impact | How risk is managed | ||
|---|---|---|---|
| TAXATION RISKS | |||
| Company REIT status | |||
| The Company has a UK REIT status that provides a tax-efficient corporate structure. |
The Company monitors REIT compliance through the Investment Manager on acquisitions; the Administrator on |
||
| If the Company fails to remain a REIT for UK tax purposes, its profits and gains will be subject to UK corporation tax. |
asset and distribution levels; the Registrar and Broker on shareholdings and the use of third-party tax advisers to monitor REIT compliance requirements. |
||
| Any change to the tax status or UK tax legislation could impact on the Company's ability to achieve its investment objectives and provide attractive returns to shareholders. |
|||
Political and macroeconomic events present risks to the real estate and financial markets that affect the Company and the business of our tenants. The level of uncertainty that such events bring has been highlighted in recent times, most pertinently following the EU referendum vote (Brexit) in June 2016.
The Board considers the impact of political and macroeconomic events when reviewing strategy.
The Strategic Report has been approved and signed on behalf of the Board by:
Mark Burton Chairman
8 June 2018
Mr. Burton currently serves as a board member of Value Retail plc. He also sits on the real estate advisory boards for Norges Bank Investment Management and is a member of the Investment Advisory Council of Real Tech Ventures 1 and acts as an advisor to Citic Capital Real Estate. Mr. Burton qualified as a Chartered Surveyor, has been a member of the UK Government Property Advisory Group and was formerly chairman of The Investment Property Forum and Urban Land Institute UK. In 2001, Mr. Burton became Chief Investment Officer of the real estate department at Abu Dhabi Investment Authority, subsequently performing the same role at Abu Dhabi Investment Council in 2007 from where he retired in 2010.
Mr. Hyslop has 50 years of investment industry experience. He is currently a member of the investment committee of Paloma Real Estate Fund I LP and is a consultant to AEW UK Investment Management LLP. He was until recently a member of the investment committees of Columbus U.K. Real Estate Fund LP and was on the investment committees of Gresham Real Estate Fund I & II and Columbus UK Real Estate Fund II (all Schroders funds). He was also previously a member of the investment committee of ING Lionbrook Property Partnership and CBRE Investors and a consultant to UBS Global Asset Management Limited. He also served as a non-executive director of Raven Mount plc, including being chairman of their main subsidiary's pension fund. From 1998 to 2002 he served as a non-executive director at Saville Gordon Estates plc, latterly as chairman. From 1990 to 1998, Mr. Hyslop was head of property at PDFM Limited (now UBS Global Asset Management Limited). From 1986 to 1990, he was a director of property corporate finance at UBS Phillips & Drew. He joined Phillips & Drew in 1967 where he held various sales and research positions before being appointed a partner in 1981.
Appointed: 9 April 2015
Mr. Sandhu is chief executive officer and owner of The Santon Group which has developed over £1.4 billion of property. He is an independent non-executive director and chair of the audit committee of Africa Logistics Properties Holdings Limited. Mr. Sandhu was a founder and chief executive officer of Raven Mount plc, a co-founder of Raven Russia Limited, which Mr. Sandhu helped to list on AIM raising over £450m, and chief executive officer of the external fund manager to that company. He was chairman and a co-founder of Audley, an assisted living business operating retirement villages. Mr. Sandhu was a Non-Executive Director of Oriel Securities Limited and Chairman of the Audit Committee.
In the 1990s, Mr. Sandhu was managing director of the UK Operations of the publicly listed Australian developer Hudson Conway and represented their 50 per cent.interest as a director of 5,000 pub unit strong The Courage Pub Company plc. Mr. Sandhu is a Fellow of the Institute of Chartered Accountants having qualified as a Chartered Accountant with KPMG in London. Following qualification, he became secretary of the KPMG UK Property & Construction Group.
Mrs Hart has spent 14 years in the City advising, analysing and commenting on a broad range of businesses operating in the fund and asset management sectors. During this period, she accumulated an in-depth understanding of the dynamics and operational drivers of fund management and worked very closely with some of the most respected companies in the sector. Latterly, she was a highly rated financial analyst at HSBC, Bridgewell Group Plc and headed up the financial research team at Canaccord Genuity Inc. Mrs Hart is a non-executive director of Polar Capital Global Financials Trust PLC, Miton Group PLC and has most recently been appointed as a non-executive director of Keystone Investment Trust PLC, with effect from 18 January 2018.
Appointed: 5 June 2017
In 2016, the Board approved and adopted a diversity policy. The policy acknowledges the importance of diversity, including gender diversity, for the Company.
The Board has established the following objectives for achieving diversity on the Board:
When selecting a new non-executive Director, the Board reviewed a list of candidates from diverse backgrounds and after meeting with several of them, selected Katrina Hart as she was the most qualified candidate. Neither an external search consultancy nor open advertising were used as a list of candidates from diverse backgrounds for the Board to review was presented by the Company's broker. Following Ms Hart's appointment, the Board consists of three male Directors and one female Director.
The Company has no direct social, community or employee responsibilities. The Company has no employees and accordingly no requirement to separately report in this area as the management of the portfolio has been delegated to the Investment Manager.
The Investment Manager is an equal opportunities employer who respects and seeks to empower each individual and the diverse cultures, perspectives, skills and experiences within its workforce.
The Company is not within the scope of the Modern Slavery Act 2015 because it has not exceeded the turnover threshold and is therefore not obliged to make a slavery and human trafficking statement. The Directors are satisfied that, to the best of their knowledge, the Company's principal suppliers, which are listed on page 103, comply with the provisions of the UK Modern Slavery Act 2015.
The Investment Manager acquires and manages properties on behalf of the Company. It is recognised that these activities have both direct and indirect environmental impacts.
The Investment Manager has a Sustainable and Responsible Investment ('SRI') policy. This can be found on the Investment Manager's website www.aewuk.co.uk.
The Investment Manager believes environmentally responsible fund management means being active, on the ground every day. As part of this process, the Investment Manager submits disclosures to GRESB, the Global Real Estate Sustainability Benchmark. GRESB is an industry driven organisation committed to assessing the sustainability of real estate portfolios (public, private and direct) around the globe.
The Investment Manager is in the process of submitting the Company's GRESB assessment for the period from 1 May 2017 to 31 March 2018 and will receive the results of this assessment in September 2018 when it will be made available on the Company's website.
As an investment company, the Company's own direct environmental impact is minimal and greenhouse gas ('GHG') emissions are therefore negligible. Information on the GHG emissions in relation to the Company's property portfolio are disclosed on pages 57 and 58 of the Directors' Report.
This Corporate Governance Statement comprises pages 43 to 46 and forms part of the Directors' Report.
The Board of AEW UK REIT plc has considered the principles and recommendations of the AIC Code of Corporate Governance ('AIC Code') by reference to the AIC Corporate Governance Guide for Investment Companies ('AIC Guide'). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code ('UK Code'), as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Financial Reporting Council ('FRC') has confirmed that AIC member companies who report against the AIC Code and who follow the AIC Guide will meet the obligations in relation to the UK Code and associated disclosure requirements of the Listing Rules and the Disclosure Guidance and Transparency Rules.
The AIC Code can be viewed at: http://www.theaic.co.uk
The UK Code can be viewed at: https://www.frc.org.uk
The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide better information to shareholders.
Throughout the period ended 31 March 2018, the Company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below and on the following pages.
The UK Corporate Governance Code includes provisions relating to:
For the reasons set out in the AIC Guide, and as explained in the UK Corporate Governance Code, the Board considers these provisions not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's dayto-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions.
The Board has adopted a schedule of matters reserved for decision by the Board. These matters include responsibility for the determination of the Company's investment objective and investment policy and overall responsibility for the Company's activities, including the review of investment activity, gearing and performance and the control and supervision of the Investment Manager.
The Company has two committees, the Audit Committee and the Management Engagement and Remuneration Committee. Having taken account of the size of the Board, it is not felt appropriate for the Company to have a separate Nomination Committee or a Senior Independent Director.
The Board's scheduled meetings are quarterly, with an additional meeting dedicated to the review of the financial statements. There were a further seven ad hoc meetings during the year, attended by those Directors available at the time. During the period to 31 March 2018, the number of scheduled Board and Committee meetings attended by each Director were as follows:
| Board meetings | Audit Committee meetings | Management Engagement and Remuneration Committee Meetings |
|
|---|---|---|---|
| Number attended | Number attended | Number attended | |
| Mark Burton | 4/4 | 2/2 | 1/1 |
| Bim Sandhu | 4/4 | 2/2 | 1/1 |
| James Hyslop | 4/4 | N/A | N/A |
| Katrina Hart | 4/4 | 2/2 | 1/1 |
The Board considers and reviews the independence of each non-executive Director on an annual basis as part of the Directors' performance evaluation. In carrying out the review, consideration is given to factors such as their character, judgement, commitment and performance on the Board and committees. The independent Directors lead the appointment process for any new Directors.
The Board consists of four non-executive Directors. Mark Burton, Bim Sandhu and Katrina Hart are considered independent. James Hyslop is a consultant to AEW UK Investment Management LLP and is therefore not considered independent by the Board.
The Directors do not have service contracts and all Directors serve on the basis of letters of appointment which are available for inspection upon request. On appointment, non-executive Directors undertake that they will have sufficient time to meet the expectations of the role. The Board's policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit on the overall length of service of any of the Directors, including the Chairman, has been imposed.
All Directors receive an induction on joining the Board and receive other relevant training as necessary. As the business environment changes, it is important to ensure the Directors' skills and knowledge are refreshed and updated regularly. Accordingly, the Company Secretary ensures that updates on corporate governance, regulatory and technical matters are provided to Directors at Board meetings. In this way, Directors keep their skills and knowledge relevant so as to enable them to continue to fulfil their duties effectively.
Directors have a statutory duty to avoid situations in which they have or may have interests that conflict with those of the Company, unless that conflict is first authorised by the Board. This includes potential conflicts that may arise when a Director takes up a position with another company. The Company's Articles of Association allow the Board to authorise such potential conflicts, and there is a procedure in place to deal with any actual or potential conflict of interest. The Board deals with each appointment on its individual merit and takes into consideration all relevant circumstances.
The Board has a formal process to evaluate its performance annually which involves the completion of anonymous questionnaires followed by a discussion with all Directors, as a group and individually. The Chairman leads the assessment (and the Chairman of the Audit Committee leads the assessment of the Chairman) which covers:
The Board seeks to ensure that it has an appropriate balance of skills and experience, and considers that, collectively, it has substantial recent and relevant experience of investment trusts, the UK real estate sector and financial and capital markets. As a result of the performance evaluation process, the Board agreed that in line with the Company's commitment to having a diverse range of experience on the Board, a non-executive director with expertise in asset management and capital markets would complement the balance of skills, experience and knowledge on the Board. Following interviews with a number of candidates, Katrina Hart was selected as the individual most qualified to enhance the Board's capability in this regard. The Board continues to consider that all Directors continue to be effective, committed to their roles and have sufficient time available to perform their duties.
James Hyslop, as a non-independent Director, is subject to annual re-election by shareholders and will stand for re-election at the 2018 Annual General Meeting ('AGM'). Mark Burton will also stand for re-election at the 2018 AGM. Katrina Hart (elected at the 2017 AGM), Bim Sandhu (elected at the 2016 AGM) and Mark Burton will stand for re-election at intervals of no longer than three years from the date of their last election/re-election and will stand for annual re-election by shareholders after nine years of service as recommended by the AIC Code and the Company's Articles of Association.
As a result of the performance evaluation process, the Board considers that all Directors continue to be effective, committed to their roles and have sufficient time available to perform their duties.
The Directors have overall responsibility for the Company's systems of internal controls and risk management. An ongoing process is in place for identifying, evaluating and managing the principal risks faced by the Company. The process for identifying, evaluating and managing the principal risks faced by the Company is in line with the FRC's Guidance on Risk Management, Internal Control and Related Financial and Business Reporting published in September 2014 and the FRC's Guidance on Audit Committees published in April 2016. This process has been in place during the year under review and up to the date of approval of this Report. The processes are regularly reviewed by the Board. The Audit Committee believes that the Company does not require an internal audit function as it delegates its day to day operations to third parties which are monitored by the Committee.
The following are the key internal controls which the Company has in place:
The risks of any failure of the internal controls are identified in the risk register, which is regularly reviewed by the Board through the Audit Committee and which also assesses the impact of such risks. The Principal Risks and Uncertainties identified from the risk register can be found in the Strategic Report on pages 36 to 39.
Over and above the ongoing process, as part of the year end reporting process, the Board received letters of comfort from the Investment Manager, Company Secretary and Fund Administrator regarding those service providers' internal controls, accompanied by their ISAE 3402 reports if available. Following the review of these submissions from service providers and in conjunction with the evaluation of the Company's service providers generally, the Board has determined that the effectiveness of the systems of internal control were satisfactory.
During the course of the year under review, no significant failings or weaknesses in the system of internal controls were identified. The internal control systems do not eliminate risk and can only provide reasonable assurance against misstatement or loss.
The Company's third AGM will take place at noon on 12 September 2018 at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF. All shareholders have the opportunity to attend and vote, in person or by proxy, at the AGM. The Notice of AGM can be found on the Company's website and in a booklet which is being mailed out at the same time as this Annual Report. The Notice of AGM sets out the business of the meeting and an explanatory note on all resolutions. Separate resolutions are proposed in respect of each substantive issue. The AGM is the Company's principal forum for communication with private shareholders. The Chairman of the Board and the Chairman of the Committees look forward to welcoming shareholders to the AGM and will be available to answer shareholders' questions at that meeting.
The Board is keen to engage with the Company's shareholders and the Investment Manager and Broker regularly talk to the Company's major shareholders. In addition to the Company's AGM, the Directors are available to speak to or meet with shareholders on request. Any shareholder wishing to contact the Company should address their query to the Company Secretary at the registered office address.
The Committee comprises the independent Directors. It is chaired by Bim Sandhu and its other members are Mark Burton and Katrina Hart. The Board considers that Bim Sandhu has recent and relevant financial experience for the purposes of the Code and the FRC's Guidance on Audit Committees. The Board is satisfied that the combined knowledge and experience of its members is such that the Committee discharges its responsibilities in an effective, informed and challenging manner. All members are considered to have experience relevant to the Company's sector.
The Committee assists the Board in discharging its responsibilities with regard to financial reporting, external audit and internal controls, including:
The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly report remains with the Board. The Committee gives due consideration to laws and regulations, the provisions of the AIC Code and the requirements of the Listing Rules.
The Committee receives reports from external advisers and from the Investment Manager, as required, to enable it to discharge its duties.
The main activities undertaken during the financial year, and to the date of this report, were that the Committee:
After discussion with the Investment Manager and the Auditor, the Committee determined that the key area of risk in relation to the financial statements of the Company was the valuation of the investment properties. The 36 properties in the portfolio as at 31 March 2018 are externally valued by qualified independent valuers (using the internationally accepted RICS Valuation – Professional Standards) and whilst comparable market transactions provide good valuation evidence, there are assumptions which involve significant levels of judgement. The Committee considered the valuations of the Company's portfolio at 31 March 2018 and these were discussed with the Investment Manager and Auditor at the conclusion of the audit of the financial statements. During the period ended 31 March 2018, both the Chairman of the Board and the Chairman of the Audit Committtee participated in separate valuation sessions held with the Investment Manager and Knight Frank. Details of the valuation methodology are contained in note 10 to the Financial Statements. Consideration has also been given to new IFRS accounting standards 9, 15 and 16 in preparing the Financial Statements, details of which are contained in note 2 to the Financial Statements.
In addition the Committee considered the Company's short and medium term cash flows, dividend cover and PID and non-PID distributions. The Committee also monitored the Company's compliance with the requirements of HMRC to maintain UK REIT status.
The Committee has sole responsibility for agreeing the audit fee (and it does so following consultation with the Investment Manager) and the scope of the audit. During the year ended 30 April 2017, the Audit Committee approved and implemented a policy on the engagement of the Auditor to supply non-audit services, taking into account the recommendations of the FRC. All non-audit services are reviewed by the Audit Committee which makes recommendations for the provision of each non-audit service, and ensure that the statutory auditor is not engaged to perform work that is prohibited under EU law or exceeds the maximum limit of 70:30 non-audit to audit fees or that would prejudice their independence as auditor. The Auditor is permitted to provide audit-related services where the work involved is closely related to the work performed in the audit. These include:
The policy was reviewed and its application monitored by the Audit Committee during the period and it was agreed that the policy remained appropriate for the Company.
| Period ended 31 March 2018 |
Year ended 30 April 2017 |
|
|---|---|---|
| Audit | ||
| Statutory audit of Annual Report and Accounts | £65,000 | £66,000 |
| £65,000 | £66,000 | |
| Non-audit | ||
| Review of Interim Report | £23,000 | £22,000 |
| Renewal of Company's Prospectus | £30,000 | £20,500 |
| £53,000 | £42,500 | |
| Total fees paid to KPMG LLP | £118,000 | £108,500 |
| Percentage of total fees attributed to non-audit services | 45% | 39% |
It is the Committee's responsibility to monitor the performance, objectivity and independence of the Auditor and this is evaluated by the Committee each year. In evaluating KPMG LLP's performance, the Committee examines five main criteria – robustness of the audit process, independence and objectivity, quality of delivery, quality of people and service, and value-added advice.
Having carried out the review the Committee is satisfied with the Auditor's performance and that the non-audit services were appropriate, and did not compromise their objectivity and independence.
The Audit Committee meets at least twice a year with the Auditor, once at the planning stage before the audit (at the Committee's half-year meeting) and once after the audit at the reporting stage. The Auditor provides a planning report in advance of the annual audit, a report on the annual audit and a report on their review of the interim financial statements. The Committee has an opportunity to question and challenge the Auditor in respect of each of these reports. In addition, at least once a year, the Audit Committee has an opportunity to discuss any aspect of the Auditor's work with the Auditor in the absence of the Investment Manager. After each audit, the Audit Committee reviews the audit process and considers its effectiveness. The review of the 2018 audit concluded that the audit process had worked well, and that the significant issues had been adequately addressed.
Following the completion of the annual review of the performance of the Auditor the Committee has recommended to the Board that the re-appointment of KPMG LLP as the Company's Auditor be proposed to shareholders at the 2018 AGM and the Audit Committee be authorised to determine their remuneration. KPMG LLP were first appointed as Auditor in respect of the period ended 30 April 2016. In accordance with the EU Audit Regulation, the Company will be required to conduct a tender for audit services following the statutory audit for the year ended 31 March 2025 at the latest.
Bim Sandhu Audit Committee Chairman
8 June 2018
The Management Engagement and Remuneration Committee comprises the independent non-executive Directors, Mark Burton, Katrina Hart and Bim Sandhu. The recommendations of the AIC Code (Principle 5) state that the Chairman may be a member of, but not chair, the Remuneration Committee. Having taken account of the size of the Board and the remit of the Management Engagement and Remuneration Committee, the Board believes that Mark Burton remains the most suitable Director to chair the Management Engagement and Remuneration Committee.
The Management Engagement and Remuneration Committee is responsible for reviewing the appropriateness of the continuing appointment of the Investment Manager, ensuring the terms and conditions of the Investment Manager's continuing appointment align with the investment policy and investment objective of the Company and setting Directors' remuneration. The remuneration of the Chairman will be considered by the Management Engagement and Remuneration Committee in his absence.
The Committee receives reports from external advisers and from the Investment Manager, as required, to enable it to discharge its duties.
The main activities undertaken during the financial period, and to the date of this report, were that the Committee:
The Committee keeps under review the performance of the Investment Manager and the level and terms of the management fee. In the opinion of the Directors, the continuing appointment of the Investment Manager on the terms agreed is in the interests of shareholders as a whole. This is due to the Investment Manager successfully managing the Company's portfolio, and continuing to apply the Company's Investment Policy, thereby allowing the Company to continue paying dividends in accordance with the targeted investment objective.
This Report is prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.
A resolution to approve this Directors' Remuneration Report (excluding the Directors' Remuneration Policy) will be proposed at the Annual General Meeting of the Company to be held on 12 September 2018.
This Policy provides details of the remuneration policy for the Directors of the Company. All Directors are non-executive, appointed under the terms of Letters of Appointment, and none have a service contract. The Company has no employees.
The Directors' Remuneration Policy was approved at the 2017 AGM and will apply until it is next put to shareholders for renewal, which must be at intervals of not more than three years or if varied, in which event shareholder approval for the new Remuneration Policy will be sought before the three year deadline.
The non-executive Directors of the Company are entitled to such rates of annual fees as the Board at its discretion shall from time to time determine, subject to the aggregate annual fees not exceeding £400,000, and reimbursement of reasonable fees and expenses incurred by them in the performance of their duties. In line with the majority of investment trusts, no component of any Director's remuneration is subject to performance factors. There are no provisions in the Directors' Letters of Appointment for recovery or withholding of fees or expenses. Annual fees are pro-rated where a change takes place during a financial period and the fees for any new Director appointed will be in accordance with this Remuneration Policy. The Board may agree to the payment of reasonable additional remuneration for the performance of any special duties or services outside the ordinary duties of a Director.
The Company is committed to ongoing shareholder dialogue and any views which are expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Management Engagement and Remuneration Committee when reviewing the Directors' Remuneration Policy and in the annual review of Directors' fees.
| Component | Director | Rate at 1 April 2018 | Rate at 1 July 2018 |
|---|---|---|---|
| Annual Fee | All Directors | £20,000 | £27,500 |
| Additional Fee | Chairman of the Board | £5,000 | £7,500 |
| Additional Fee | Chairman of the Audit Committee | £4,000 | £5,000 |
| Additional Fee | All Directors | n/a (see note 4 below) | n/a (see note 4 below) |
Notes:
The Board only exercises its discretion in setting rates of fees after an analysis of fees paid to directors of other companies having similar profiles to that of the Company.
The remuneration policy of the Board is determined by the Management Engagement and Remuneration Committee and each Director abstains from voting on their own individual remuneration. Directors' fees for the period ended 31 March 2018 were at a level of £25,000 per annum for the Chairman, £24,000 for Audit Committee Chairman and £20,000 per annum for other Directors.
In June 2018, the Committee met to consider the level of Directors' fees and following an analysis of fees paid to directors of other companies with similar profiles to the Company, concluded that it was appropriate to increase the Directors' fees. Accordingly, and with effect from 1 July 2018, the Directors' fee will be increased to £27,500 per annum, the Chairman of the Audit Committee's fee will be increased to £32,500 and the Chairman's fee will be increased to £35,000. The Committee further agreed that future increases to Directors' fees will be up to a maximum of the prevailing Consumer Price Index ('CPI') rate as at the date of any decision.
The Company's Articles of Association permit the Company to provide pensions or similar benefits for Directors and employees of the Company. However, no pension schemes or other similar arrangements have been established and no Director is entitled to any pension or similar benefits. No Director is entitled to any other monetary payment or any assets of the Company. Accordingly the Single Total Figure table below does not include columns for any of these items or their monetary equivalents.
As the Company does not have a Chief Executive Officer or any executive Directors, there are no percentage increases to disclose in respect of their total remuneration, and it has not reported on those aspects of remuneration that relate to executive Directors.
A binding Ordinary Resolution approving the Directors' Remuneration Policy and a non-binding Ordinary Resolution adopting the Directors' Remuneration Report for the period ended 30 April 2017 were approved by shareholders at the Annual General Meeting held on 12 September 2017. The votes cast by proxy were as follows:
| Remuneration Policy 2017 | |
|---|---|
| For – % of votes cast | 99.99 |
| Against – % of votes cast | 0.01 |
| Total votes cast | 45,330,580 |
| Number of votes withheld | – |
| For – % of votes cast | 99.99 |
|---|---|
| Against – % of votes cast | 0.01 |
| Total votes cast | 45,330,580 |
| Number of votes withheld | – |
The Directors who served during the year received the following emoluments:
| Fees paid | Taxable benefits | Total | ||||
|---|---|---|---|---|---|---|
| Name of Director | 11 months 2018 |
12 months 2017 |
11 months 2018 |
12 months 2017 |
11 months 2018 |
12 months 2017 |
| Mark Burton | £22,917 | £25,000 | – | – | £22,917 | £25,000 |
| James Hyslop | £18,333 | £20,000 | – | – | £18,333 | £20,000 |
| Bim Sandhu | £22,000 | £23,269 | – | – | £22,000 | £23,269 |
| Katrina Hart | £16,538 | – | – | – | £16,538 | – |
| £79,788 | £68,269 | – | – | £79,788 | £68,269 |
Directors' & Officers' liability insurance is maintained and paid for by the Company on behalf of the Directors.
In line with market practice, the Company has agreed to indemnify the Directors in respect of costs, charges, losses, liabilities, damages and expenses, arising out of any claims or proposed claims made for negligence, default, breach of duty, breach of trust or otherwise, or relating to any application under Section 1157 of the Companies Act 2006, in connection with the performance of their duties as Directors of the Company. The indemnities would also provide financial support from the Company should the level of cover provided by the Directors' & Officers' liability insurance maintained by the Company be exhausted.
None of the fees referred to in the above table were paid to any third party in respect of the services provided by any of the Directors.
Expenses – The Company's Articles of Association provide that Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings.
Directors do not have service contracts with the Company but are engaged under Letters of Appointment. These specifically exclude any entitlement to compensation upon leaving office for whatever reason.
The chart below compares the share price total return (assuming all dividends re-invested) to shareholders compared with the total return on the FTSE 350 and FTSE 350 Real Estate Indices over the period since inception of the Company. These indices have been chosen as they are considered to be an appropriate benchmark against which to assess the relative performance of the Company.
The table below sets out, in respect of the period ended 31 March 2018:
| Period | Year | |
|---|---|---|
| ended | ended | |
| 31 March | 30 April | |
| 2018 | 2017 | |
| Directors' fees* | £79,788 | £68,269 |
| Management fee and expenses | £988,612 | £1,033,637 |
| Dividends paid | £9,992,780 | £9,646,290 |
* As the Company has no employees the total spend on remuneration comprises only the Directors' fees.
Neither the Company's Articles of Association nor the Directors' Letters of Appointment require a Director to own shares in the Company. The interests of the Directors and their persons closely associated in the equity and debt securities of the Company at 31 March 2018 are shown in the table below.
| Number of Ordinary Shares | % of Total Voting Rights | ||||
|---|---|---|---|---|---|
| Director | 2018 | 2017 | 2018 | 2017 | |
| Mark Burton | 75,000 | 75,000 | 0.05 | 0.06 | |
| James Hyslop | 150,000 | 150,000 | 0.10 | 0.12 | |
| Bim Sandhu | 650,000* | 575,000 | 0.43 | 0.46 | |
| Katrina Hart | 19,145 | – | 0.01 | – |
* 100,000 Ordinary Shares held in Mr Sandhu's spouse's name, Mrs Pardeep Sandhu, 175,000 Ordinary Shares held in The Santon Pension Fund (a small self-administered pension scheme ('SSAS') for him and his spouse), 250,000 Ordinary Shares held in The Sandhu Charitable Foundation and 125,000 Ordinary Shares held in his own name.
There have been no changes to Directors' interests between 31 March 2018 and the date of this Report.
The Company is committed to ongoing shareholder dialogue and any views which are expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Management Engagement and Remuneration Committee when reviewing the Directors' Remuneration Policy and in the annual review of Directors' fees.
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Directors' Remuneration Report, including the Directors' Remuneration Policy and the Report on Remuneration Implementation summarises, as applicable, for the period to 31 March 2018:
The Directors' Remuneration Report has been approved by the Board of Directors and signed on its behalf by:
8 June 2018
The Directors' Report, prepared in accordance with the requirements of the Companies Act 2006 and the UK Listing Authority's Listing Rules and Disclosure Guidance and Transparency Rules, comprises pages 56 to 60, and incorporates the Corporate Governance Statement on pages 43 to 46.
The interim dividends paid by the Company are set out in Note 9 of the Financial Statements. A summary of the Company's performance during the period and significant events following the year end and future developments is set out in the Strategic Report on pages 1 to 39. The Board has not proposed the payment of a final dividend.
The Directors who served during the year were Mark Burton, Bim Sandhu, James Hyslop and Katrina Hart. The biographies of the Directors of the Company at the year end and up to the date of this report can be found on pages 40 and 41.
The Directors' powers are determined by UK legislation and the Articles of Association (the 'Articles'), which are available on the Company's website. The Articles may be amended by a special resolution of the members. The Directors may exercise all of the Company's powers provided that the Articles or applicable legislation do not stipulate that any such powers must be exercised by the members.
Save for such indemnity provisions in the Company's Articles of Association, there are no qualifying third party indemnity provisions in force. The Board has agreed to a procedure by which Directors may seek independent professional advice if necessary and at the Company's expense. The Company has also arranged for the appropriate provision of Directors' and Officers' Liability Insurance.
The Company has considered its cash flows, financial position, liquidity position and borrowing facilities. The Company's cash balance as at 31 March 2018 was £4.71 million, of which £3.57 million was readily available for potential investments.
As at 31 March 2018, the Company had substantial headroom against its borrowing covenants. The Company has the ability to utilise up to 35% of NAV measured at drawdown under the current borrowing facility limits with a Company Loan to NAV of 34.24% as at 31 March 2018.
The Company benefits from a secure, diversified income stream from leases which are not overly reliant on any one tenant or sector.
As a result, the Directors believe that the Company is well placed to manage its financing and other business risks. The Directors believe that there are currently no material uncertainties in relation to the Company's ability to continue for a period of at least 12 months from the date of these financial statements. The Board is, therefore, of the opinion that the going concern basis adopted in the preparation of the Annual Report is appropriate.
In accordance with the principle 21 of the AIC Code, the Directors have assessed the prospects of the Company over a period longer than the 12 months required by the 'Going Concern' provisions. The Board has considered the nature of the Company's assets and liabilities and associated cash flows and has determined that five years, up to 31 March 2023, is the maximum timescale over which the performance of the Company can be forecast with a material degree of accuracy and so is an appropriate period over which to consider the Company's viability.
Considerations in support of the Company's viability over this five year period include:
• The current unexpired term under the Company's debt facilities stands at 2.6 years;
In assessing the Company's viability, the Board has carried out a thorough review of the Company's business model, including future performance, liquidity, dividend cover and banking covenant tests for a five year period.
The business model was subject to a sensitivity analysis, which involves flexing a number of key assumptions underlying the forecasts both individually and in aggregate for normal and stressed conditions. The five year review also considers whether financing facilities will be renewed as required.
Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five year period of their assessment.
Details of the Company's subsidiary, AEW UK REIT 2015 Limited, can be found in Note 17 to the Financial Statements.
AEW UK Investment Management LLP is the Company's Investment Manager and has been appointed as AIFM. Under the terms of the Investment Management Agreement the Investment Manager is responsible for the day to day discretionary management of the Company's investments subject to the investment objective and investment policy of the Company and the overall supervision of the Directors. The Investment Manager is entitled to receive a management fee in respect of its services of 0.9% per annum of NAV (excluding uninvested proceeds from fundraisings). Any investment by the Company into the Core Fund is not subject to management fees or performance fees otherwise charged to investors in the Core Fund by the Investment Manager. The Investment Management Agreement may be terminated by the Company or the Investment Manager giving 12 months' notice.
The financial risk management objectives and policies can be found in Note 20 of the Financial Statements.
AEW UK REIT plc has followed UK Government environmental reporting guidelines and used the UK Government 2017 greenhouse gas reporting conversion factors for company reporting to identify and report relevant GHG emissions over which it has operational control for the 12 month period to 31 March 2018. Namely:
The table below shows relevant GHG emissions (in tonnes carbon dioxide equivalent) that AEW UK REIT plc was responsible for in the 12 month period to 31 March 2018.
| Absolute Tonnes of Carbon Dioxide Equivalent (tCO2e) |
Like-for-like / Degree Day ADJ Tonnes of Carbon Dioxide Equivalent (tCO2e) |
Change | Like-for-like / Degree Day ADJ Carbon Intensity |
|||||
|---|---|---|---|---|---|---|---|---|
| Sector | Scope | 2016/17 | 2017/18 | 2016/17 | 2017/18 | % | 2016/17 | 2017/18 |
| Office* | Scope 1 – Gas Scope 2 – Elec |
161 1,005 |
90 796 |
49 757 |
45 540 |
(27) | 83 | 61 |
| Retail, High Street | Scope 1 – Gas Scope 2 – Elec |
N/A 45 |
N/A 69 |
N/A N/A |
N/A N/A |
N/A | N/A | N/A |
| Retail, Warehouse* | Scope 1 – Gas Scope 2 – Elec |
N/A 27 |
N/A 6 |
N/A 8 |
N/A 6 |
(20) | 20 | 16 |
| Total | Scope 1 – Gas Scope 2 – Elec |
161 1,076 |
79 871 |
49 765 |
45 549 |
(27) | N/A | N/A |
* Offices is calculated on a kgCO2e/m2 basis. Retail, Warehouse is calculated based on a kgCO2e/car park spaces/yr basis.
Emissions data has been reported for the 12 month period ended 31 March 2018, which differs to the financial period reported in the Annual Report and Financial Statements, being a period of 11 months from 1 May 2017 to 31 March 2018. This is to aid comparability with emissions data reported for the prior period.
AEW UK REIT plc GHG emissions have been calculated and verified by an independent third party in accordance with the principles of ISO 14064. A full copy of the methodology used, including scope, source or data and conversion factors, is available upon request.
At the AGM held on 12 September 2017, the Company was granted the authority to allot Ordinary Shares up to an aggregate nominal amount of £123,647 on a non pre-emptive basis. No Ordinary Shares have been allotted under this authority and the authority will expire at the conclusion of the 2018 AGM.
At a general meeting held on 17 October 2017, the Company was granted authority to allot up to an aggregate nominal amount of £2,500,000 on a non pre-emptive basis. On 24 October 2017, the Company issued 27,911,001 Ordinary Shares at a price of 100.50 pence per share in the form of Initial Placing, Initial Offer for Subscription and Intermediaries Offer (the "Initial Issue") of the Share Issuance Programme, as described in the Prospectus published by the Company on 28 September 2017. The authority will expire at the conclusion of the 2018 AGM.
As at 31 March 2018, the Company had 151,558,251 Ordinary Shares in issue.
At the Company's AGM on 12 September 2017, the Company was granted authority to purchase up to 14.99% of the Company's Ordinary Shares in issue. No shares have been bought back under this authority, which expires at the conclusion of the Company's 2018 AGM. A resolution to renew the Company's authority to purchase (either for cancellation or for placing into Treasury) up to 22,718,581 Ordinary Shares (being 14.99% of the issued Ordinary Share capital as at the date of this report), will be put to shareholders at the 2018 AGM. Any purchase will be made in the market and prices will be in accordance with the terms laid out in the Notice of AGM (enclosed separately and available on the Company's website). The authority will be used where the Directors consider it to be in the best interests of shareholders.
The profits of the Company (including accumulated revenue reserves) available for distribution and resolved to be distributed shall be distributed by way of interim and (where applicable) special or final dividends among the holders of Ordinary Shares.
After meeting the liabilities of the Company on a winding-up, the surplus assets shall be paid to the holders of Ordinary Shares and distributed among such holders rateably according to the amounts paid up or credited as paid up on their shares.
Each Ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every Ordinary Share held. The Notice of AGM and Form of Proxy stipulate the deadlines for the valid exercise of voting rights and, other than with regard to Directors not being permitted to vote their Ordinary Shares on matters in which they have an interest, there are no restrictions on the voting rights of Ordinary Shares.
Listing Rule 9.8.4 requires the Company to include specified information in a single identifiable section of the annual report or a cross reference table indicating where the information is set out. The information required under Listing Rule 9.8.4(7) in relation to allotments of shares is set out above. The Directors confirm that no additional disclosures are required in relation to Listing Rule 9.8.4.
As at 31 March 2018 and 8 June 2018 the Company had been notified under Disclosure Guidance and Transparency Rule ('DTR') 5 of the following significant holdings of voting rights in its Ordinary Shares. These holdings may have changed since notification, however notification of any change is not required until the next applicable threshold is crossed.
| As at 31 March 2018 | As at 8 June 2018 | ||||
|---|---|---|---|---|---|
| Shareholder | Number of Ordinary Shares held |
% of total voting rights |
Number of Ordinary Shares held |
% of total voting rights |
|
| Coutts Multi Asset Fund plc | 15,762,994 | 10.40 | 15,762,994 | 10.40 | |
| Schroders plc | 14,981,358 | 9.89 | 14,981,358 | 9.89 | |
| Close Asset Management Limited | 13,448,090 | 8.87 | 13,448,090 | 8.87 | |
| Old Mutual plc | 11,087,801 | 7.31 | 11,087,801 | 7.31 | |
| Natixis Global Asset Management SA | 7,000,000 | 4.61 | 7,000,000 | 4.61 | |
| Investec Wealth & Investment Limited | 4,813,400 | 3.18 | 4,813,400 | 3.18 |
Related party transactions during the 11 month period to 31 March 2018 can be found in Note 22 of the Financial Statements.
So far as each Director is aware, there is no relevant information, which would be needed by the Company's Auditor in connection with preparing their audit report (which appears on pages 62 to 66), of which the Auditor is not aware; and each Director, in accordance with section 418(2) of the Companies Act 2006, has taken all reasonable steps that he ought to have taken as a Director to make himself aware of any such information and to ensure that the Auditor is aware of such information.
KPMG LLP has expressed its willingness to continue as the Company's Auditor. As outlined in the Report of the Audit Committee on page 49, resolutions proposing their reappointment and to authorise the Audit Committee to determine their remuneration will be proposed at the 2018 AGM.
The Directors' Report has been approved by the Board of Directors and signed on its behalf by:
8 June 2018
6th Floor 65 Gresham Street London EC2V 7NQ
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial period. Under that law they are required to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
We consider the Annual Report and the Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
On behalf of the Board
8 June 2018
to the members of AEW UK REIT plc
We have audited the financial statements of AEW UK REIT plc (the "Company") for the period 1 May 2017 to 31 March 2018 which comprise the statement of comprehensive income, statement of changes in equity, statement of financial position and statement of cash flows, and the related notes, including the accounting policies in note 2.
In our opinion the financial statements:
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee.
We were appointed as auditor by the directors on 4 August 2015. The period of total uninterrupted engagement is for the 3 financial years ended 31 March 2018. We have fulfilled our ethical responsibilities under, and we remain independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided.
| Materiality: Financial statements as a whole |
£1.8m (2017: £1.5m) 1% (2017: 1%) of total assets |
|---|---|
| Lower materiality applied to certain items | £0.47m (2017: £0.25m) Applied to rental income, management fees and finance expense |
| Coverage | 100% (2017: 100%) of total assets |
| Risks of material misstatement | vs 2017 |
| Recurring risks | Valuation of investment property |
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters (unchanged from 2017), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
Refer to page 48 (Audit Committee Report), page 74 (accounting policy) and page 83 to 87 (financial disclosures).
Investment properties represent 96% (2017: 90%) of the gross assets of the Company. The portfolio comprises 36 (2017: 29) properties which are externally valued by a qualified independent valuer and held at fair value at the balance sheet date.
Each property's fair value will be impacted by a number of factors including location, future potential rental income, quality and condition of the building, tenant covenant and market yields.
Whilst comparable market transactions provide good valuation evidence, the individual nature of each property means that a key factor in the property valuations are assumptions which involve significant levels of judgement.
Fair value is also impacted by factors such as contracted rental income and lease length. There is a risk that these inputs are not correctly extracted.
Our procedures included:
– We found the valuation of investment properties to be acceptable (2017: acceptable).
Materiality for the financial statements as a whole was set at £1.8 million (2017: £1.5 million), determined with reference to a benchmark of total assets, of which it represents 1% (2017: 1%).
In addition, we applied a lower materiality of £0.47 million (2017: £0.25 million) to rental income, management fees and finance expense, for which we believe misstatement of lesser amounts than materiality for the financial statements as a whole can be reasonably expected to influence the Company's members' assessment of the financial performance of the Company.
We reported to the Audit Committee any corrected or uncorrected misstatements exceeding £91,000 (2017: £74,000) or £23,000 (2017: £12,000) for misstatements relating to procedures performed to the lower materiality, in addition to other identified misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level specified above and was performed at the offices in London.
We are required to report to you if:
We have nothing to report in these respects.
The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
Based solely on our work on the other information:
In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or draw attention to in relation to:
Under the Listing Rules we are required to review the Viability Statement. We have nothing to report in this respect.
We are required to report to you if:
We are required to report to you if the Corporate Governance Statement does not properly disclose a departure from the eleven provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.
We have nothing to report in these respects.
Under the Companies Act 2006, we are required to report to you if, in our opinion:
We have nothing to report in these respects.
As explained more fully in their statement set out on page 61, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company'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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or other irregularities (see below), or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with the directors and other management (as required by auditing standards).
We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting (including related company legislation) and taxation legislation. We considered the extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
As with any audit, there remained a higher risk of non-detection of non-compliance with relevant laws and regulations (irregularities), as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
15 Canada Square London E14 5GL 8 June 2018
for the period 1 May 2017 to 31 March 2018
| For the period 1 May 2017 to 31 March 2018 |
Year ended 30 April 2017 |
||
|---|---|---|---|
| Notes | £'000 | £'000 | |
| Income | |||
| Rental and other income | 3 | 12,330 | 12,503 |
| Property operating expenses | 4 | (1,106) | (1,434) |
| Net rental and other income | 11,224 | 11,069 | |
| Dividend income | 3 | – | 576 |
| Net rental and dividend income | 11,224 | 11,645 | |
| Other operating expenses | 4 | (1,539) | (1,768) |
| Directors' remuneration | 5 | (84) | (71) |
| Operating profit before fair value changes | 9,601 | 9,806 | |
| Change in fair value of investment properties | 10 | 1,014 | (3,159) |
| (Loss)/profit on disposal of investment properties | 10 | (216) | 731 |
| Change in fair value of investments | 10 | – | (407) |
| Profit/(loss) on disposal of investments | 10 | 73 | (113) |
| Operating profit | 10,472 | 6,858 | |
| Finance expense | 6 | (652) | (759) |
| Profit before tax | 9,820 | 6,099 | |
| Taxation | 7 | – | – |
| Profit after tax | 9,820 | 6,099 | |
| Other comprehensive income | – | – | |
| Total comprehensive income for the period/year | 9,820 | 6,099 | |
| Earnings per share (pence per share) (basic and diluted) | 8 | 7.17 | 5.04 |
for the period 1 May 2017 to 31 March 2018
| For the period 1 May 2017 to 31 March 2018 | Notes | Share capital £'000 |
Share premium account £'000 |
Capital reserve and retained earnings £'000 |
Total capital and reserves attributable to owners of the Company £'000 |
|---|---|---|---|---|---|
| Balance at 1 May 2017 | 1,236 | 22,514 | 94,924 | 118,674 | |
| Total comprehensive income | – | – | 9,820 | 9,820 | |
| Ordinary Shares issued | 18/19 | 279 | 27,771 | – | 28,050 |
| Share issue costs | 19 | – | (517) | – | (517) |
| Dividends paid | 9 | – | – | (9,993) | (9,993) |
| Balance at 31 March 2018 | 1,515 | 49,768 | 94,751 | 146,034 | |
| Year ended 30 April 2017 | Notes | Share capital £'000 |
Share premium account £'000 |
Capital reserve and retained earnings £'000 |
Total capital and reserves attributable to owners of the Company £'000 |
| Balance at 1 May 2016 | 1,175 | 16,729 | 98,471 | 116,375 | |
| Total comprehensive income Ordinary Shares issued |
18/19 | – 61 |
– 5,938 |
6,099 – |
6,099 5,999 |
| Share issue costs | 19 | – | (153) | – | (153) |
| Dividends paid | 9 | – | – | (9,646) | (9,646) |
| Balance at 30 April 2017 | 1,236 | 22,514 | 94,924 | 118,674 |
as at 31 March 2018
| Notes | 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|---|
| Assets | |||
| Non-Current Assets | |||
| Investment property | 10 | 187,751 | 135,570 |
| 187,751 | 135,570 | ||
| Current Assets | |||
| Investment property held for sale | 10 | 3,650 | – |
| Investments held for sale | – | 7,594 | |
| Receivables and prepayments | 11 | 2,938 | 3,382 |
| Other financial assets held at fair value | 12 | 26 | 31 |
| Cash and cash equivalents | 4,711 | 3,653 | |
| 11,325 | 14,660 | ||
| Total Assets | 199,076 | 150,230 | |
| Non-Current Liabilities | |||
| Interest bearing loans and borrowings | 13 | (49,643) | (28,740) |
| Finance lease obligations | 15 | (573) | (55) |
| (50,216) | (28,795) | ||
| Current Liabilities | |||
| Payables and accrued expenses | 14 | (2,779) | (2,756) |
| Finance lease obligations | 15 | (47) | (5) |
| (2,826) | (2,761) | ||
| Total Liabilities | (53,042) | (31,556) | |
| Net Assets | 146,034 | 118,674 | |
| Equity | |||
| Share capital | 18 | 1,515 | 1,236 |
| Share premium account | 19 | 49,768 | 22,514 |
| Capital reserve and retained earnings | 94,751 | 94,924 | |
| Total capital and reserves attributable to equity holders of the Company |
146,034 | 118,674 | |
| Net Asset Value per share (pence per share) | 8 | 96.36 pps | 95.98 pps |
The financial statements on pages 67 to 98 were approved by the Board on 8 June 2018 and signed on its behalf by:
Mark Burton Chairman AEW UK REIT plc (Company number: 09522515)
for the period 1 May 2017 to 31 March 2018
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Cash flows from operating activities Operating profit |
10,472 | 6,858 |
| Adjustment for non-cash items: | ||
| Change in fair value of investment properties | (1,014) | 3,159 |
| Change in fair value of investments | – | 407 |
| Loss/(profit) on disposal of investment properties | 216 | (731) |
| (Profit)/loss on disposal of investments | (73) | 113 |
| Increase in other receivables and prepayments | (701) | (438) |
| Decrease in other payables and accrued expenses | (409) | (283) |
| Net cash generated from operating activities | 8,491 | 9,085 |
| Cash flows from investing activities | ||
| Purchase of investment properties | (63,896) | (28,062) |
| Disposal of investment properties | 10,856 | 2,681 |
| Disposal of investments | 7,667 | 1,995 |
| Net cash used in investing activities | (45,373) | (23,386) |
| Cash flows from financing activities | ||
| Proceeds from issue of ordinary share capital | 28,050 | 5,999 |
| Share issue costs | (483) | (153) |
| Loan draw down | 20,990 | 14,760 |
| Loan arrangement fees | (166) | – |
| Finance costs | (458) | (969) |
| Dividends paid | (9,993) | (9,646) |
| Net cash flow generated from financing activities | 37,940 | 9,991 |
| Net increase/(decrease) in cash and cash equivalents | 1,058 | (4,310) |
| Cash and cash equivalents at start of the period/year | 3,653 | 7,963 |
| Cash and cash equivalents at end of the period/year | 4,711 | 3,653 |
for the period 1 May 2017 to 31 March 2018
AEW UK REIT plc (the 'Company') is a closed ended Real Estate Investment Trust ('REIT') incorporated on 1 April 2015 and domiciled in the UK. The registered office of the Company is 6th Floor, 65 Gresham Street, London, EC2V 7NQ.
The Company's Ordinary Shares were listed on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange on 12 May 2015.
The nature of the Company's operations and its principal activities are set out in the Strategic Report on pages 1 to 39.
These financial statements are prepared and approved by the Directors in accordance with International Financial Reporting Standards ('IFRS') and interpretations issued by the International Accounting Standards Board ('IASB') as adopted by the European Union ('EU IFRS').
The current period is for a period of 11 months, due to a change of the year end of the Company from 30 April to 31 March. As a result the comparative information disclosed is not directly comparable.
These financial statements have been prepared under the historical-cost convention, except for investment property, investments and interest rate derivatives that have been measured at fair value.
The financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£'000), except when otherwise indicated.
The Company is exempt by virtue of Section 402 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information solely about the Company as an individual undertaking.
There are a number of new standards and amendments to existing standards which have been published and are mandatory for the Company's accounting periods beginning after 31 March 2018 or later periods. The following are the most relevant to the Company and their impact on the financial statements:
for the period 1 May 2017 to 31 March 2018
2.1 Basis of preparation (continued)
The adoption of new accounting standards issued and effective is not expected to have a significant impact on the financial statements. The IFRS 16 disclosure requirements will be considered in due course.
The preparation of financial statements in accordance with EU IFRS requires the Directors of the Company to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability in the future.
The Company's investment property is held at fair value as determined by the independent valuer on the basis of fair value in accordance with the internationally accepted Royal Institution of Chartered Surveyors ('RICS') Appraisal and Valuation Standards.
Investments in collective investment schemes are stated at NAV with any resulting gain or loss recognised in profit or loss. The NAV value is considered by the Directors to be the best reflection of fair value available to the Company.
In accordance with IFRS 8, the Company is organised into one main operating segment being investment in property and property related investments in the UK.
The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has the resources to continue in business for at least 12 months. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Therefore, the financial statements have been prepared on the going concern basis.
for the period 1 May 2017 to 31 March 2018
The principal accounting policies applied in the preparation of these financial statements are set out below.
These financial statements are presented in Sterling, which is the functional and presentational currency of the Company. The functional currency of the Company is principally determined by the primary economic environment in which it operates. The Company did not enter into any transactions in foreign currencies during the year.
Rental income receivable under operating leases is recognised on a straight-line basis over the term of the lease, except for contingent rental income, which is recognised when it arises.
Incentives for lessees to enter into lease agreements are spread evenly over the lease term, even if the payments are not made on such a basis. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the Directors are reasonably certain that the tenant will exercise that option.
Deferred income is rental income received in advance during the accounting period.
Dividend income is recognised in profit or loss on the date the entity's right to receive a dividend is established.
Financing income comprises interest receivable on funds invested. Financing expenses comprise interest and other costs incurred in connection with the borrowing of funds. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.
for the period 1 May 2017 to 31 March 2018
Property is classified as investment property when it is held to earn rentals or for capital appreciation or both. Investment property is measured initially at cost including transaction costs. Transaction costs include transfer taxes and professional fees to bring the property to the condition necessary for it to be capable of operating. The carrying amount also includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met.
Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair values are included in profit or loss.
Investment properties are valued by the independent valuer on the basis of a full valuation with physical inspection at least once a year. Any valuation of an Immovable by the independent valuer must be undertaken in accordance with the current issue of RICS Valuation – Professional Standards (the 'Red Book').
The determination of the fair value of investment property requires the use of estimates such as future cash flows from assets (such as lettings, tenants' profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and discount rates applicable to those cash flows.
For the purposes of these financial statements, the assessed fair value is:
Investment property is derecognised when it has been disposed of or permanently withdrawn from use and no future economic benefit is expected after its disposal or withdrawal.
Gains or losses on the disposal of investment property are determined as the difference between net disposal proceeds and the carrying value of the asset at the date of disposal.
Any gains or losses on the retirement or disposal of investment property are recognised in the profit or loss in the year of retirement or disposal.
Investments in collective investment schemes are stated at fair value with any resulting gain or loss recognised in profit or loss.
Investments are derecognised when they have been disposed of or the rights to receive cash flow from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.
for the period 1 May 2017 to 31 March 2018
AEW UK REIT 2015 Limited is the subsidiary of the Company. The subsidiary was dormant during the reporting period. The investment in the subsidiary is stated at cost less impairment and shown in note 17.
As permitted by Section 405 of the Companies Act 2006, the subsidiary is not consolidated as its inclusion is not material for the purposes of giving a true and fair view.
Investment property and investments are classified as held for sale when it is being actively marketed at year end and it is highly probable that the carrying amount will be recovered principally through a sale transaction within 12 months.
Investment property and investments classified as held for sale are included within current assets within the Statement of Financial Position and measured at fair value.
Derivative financial instruments, comprising interest rate caps for hedging purposes, are initially recognised at fair value and are subsequently measured at fair value, being the estimated amount that the Company would receive or pay to terminate the agreement at the period end date, taking into account current interest rate expectations and the current credit rating of the Company and its counterparties. Premiums payable under such arrangements are initially capitalised into the Statement of Financial Position.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to the fair value measurement as a whole. Changes in fair value of interest rate derivatives are recognised within finance expenses in profit or loss in the period in which they occur.
Cash and short-term deposits in the Statement of Financial Position comprise cash at bank and shortterm deposits with an original maturity of three months or less.
Rent and other receivables are initially recognised at fair value and subsequently at amortised cost. Provision is made when there is objective evidence that the Company will not be able to recover balances in full.
for the period 1 May 2017 to 31 March 2018
Capital prepayments are made for the purpose of acquiring future property assets, and held as receivables within the Statement of Financial Position. When the asset is acquired, the prepayments are capitalised as a cost of purchase. Where a purchase is not successful, these costs are expensed within profit or loss as abortive costs in the period.
Other payables and accrued expenses are initially recognised at fair value and subsequently held at amortised cost.
Rent deposits represents cash received from tenants at inception of a lease and are consequently transferred to the rent agent to hold on behalf of the Company. These balances are held as creditors in the Statement of Financial Position.
All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Borrowing costs are amortised over the lifetime of the facilities through profit or loss.
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
A provision is recognised in the Statement of Financial Position when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
Equity dividends are recognised when they become legally payable.
The costs of issuing or reacquiring equity instruments (other than in a business combination) are accounted for as a deduction from equity.
for the period 1 May 2017 to 31 March 2018
Finance leases are capitalised at the lease commencement, at the lower of fair value of the property and present value of the minimum lease payments, and held as a liability within the Statement of Financial Position.
Corporation tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
As a REIT, the Company is exempt from corporation tax on the profits and gains from its investments, provided it continues to meet certain conditions as per REIT regulations.
Taxation on the profit or loss for the period not exempt under UK REIT regulations comprises current and deferred tax. Current tax is expected tax payable on any non-REIT taxable income for the period, using tax rates applicable in the period.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax that is provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the period end date.
The Company has adopted European Public Real Estate Association ('EPRA') best practice recommendations, which it expects to broaden the range of potential institutional investors able to invest in the Company's Ordinary Shares. For the 11 month period to 31 March 2018, audited EPS and NAV calculations under EPRA's methodology are included in note 8 and further unaudited measures are included on pages 99 to 101.
for the period 1 May 2017 to 31 March 2018
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Gross rental income received | 12,330 | 12,147 |
| Dilapidation income received | – | 301 |
| Other property income | – | 55 |
| Total rental and other income | 12,330 | 12,503 |
| Dividend income: | ||
| Property income distribution * | – | 552 |
| Dividend distribution | – | 24 |
| – | 576 | |
| Total Revenue | 12,330 | 13,079 |
* Property income distribution (PID) arose on the investment in the AEW UK Core Property Fund which holds property directly.
Rent receivable under the terms of the leases is adjusted for the effect of any incentives agreed.
| For the period 1 May 2017 to 31 March 2018 |
Year ended 30 April 2017 |
|
|---|---|---|
| £'000 | £'000 | |
| Property operating expenses | 1,106 | 1,434 |
| Other operating expenses | ||
| Investment management fee | 989 | 1,034 |
| Auditor remuneration | 88 | 88 |
| Operating costs | 462 | 646 |
| Total other operating expenses | 1,539 | 1,768 |
| Total operating expenses | 2,645 | 3,202 |
for the period 1 May 2017 to 31 March 2018
| For the period 1 May 2017 to |
Year ended | |
|---|---|---|
| 31 March 2018 | 30 April 2017 | |
| Audit | ||
| Statutory audit of Annual Report and Accounts | £65,000 | £66,000 |
| £65,000 | £66,000 | |
| Non-audit | ||
| Review of Interim Report | £23,000 | £22,000 |
| Renewal of Company's Prospectus* | £30,000 | £20,500 |
| £53,000 | £42,500 | |
| Total fees paid to KPMG LLP | £118,000 | £108,500 |
| Percentage of total fees attributed to non-audit services | 45% | 39% |
* Charged to share premium account.
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Directors' fees | 80 | 68 |
| Tax and social security | 4 | 3 |
| Total remuneration | 84 | 71 |
A summary of the Directors' remuneration is set out in the Directors' Remuneration Report on page 53. The Company had no employees in either period.
for the period 1 May 2017 to 31 March 2018
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Interest payable on loan borrowings | 540 | 483 |
| Amortisation of loan arrangement fee | 79 | 78 |
| Agency fee payable on loan borrowings | (11) | 21 |
| Commitment fees payable on loan borrowings | 20 | 60 |
| 628 | 642 | |
| Change in fair value of interest rate derivatives | 24 | 117 |
| Total | 652 | 759 |
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Total tax charge | – | – |
| Analysis of tax charge in the period/year | ||
| Profit before tax | 9,820 | 6,099 |
| Theoretical tax at UK corporation tax standard rate of 19.00% (2017: 19.92%)1 | 1,866 | 1,215 |
| Adjusted for: | ||
| Exempt REIT income | (1,700) | (1,798) |
| UK dividends that are not taxable | – | (5) |
| Non deductible investment (profit)/losses | (166) | 588 |
| Total tax charge | – | – |
1 Standard rate of corporation tax was 19% to 31 March 2018. The corporation tax rate is to reduce to 17% with effect from 1 April 2020.
At 31 March 2018 the Company has unrelieved management expenses of £8,056 (30 April 2017: £6,826). It is unlikely that the Company will generate sufficient taxable income in the future to use these expenses to reduce future tax charges and therefore no deferred tax asset has been recognised.
Due to the Company's status as a REIT and the intention to continue meeting the conditions required to obtain approval as a REIT in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
for the period 1 May 2017 to 31 March 2018
| For the period 1 May 2017 to 31 March 2018 |
Year ended 30 April 2017 |
|
|---|---|---|
| Earnings per share: | ||
| Total comprehensive income (£'000) | 9,820 | 6,099 |
| Weighted average number of shares | 136,894,561 | 121,084,416 |
| Earnings per share (basic and diluted) (pence) | 7.17 | 5.04 |
| EPRA earnings per share: | ||
| Total comprehensive income (£'000) | 9,820 | 6,099 |
| Adjustment to total comprehensive income: | ||
| Change in fair value of investment properties (£'000) | (1,014) | 3,159 |
| Loss/(profit) on disposal of investment property (£'000) | 216 | (731) |
| Change in fair value of investments (£'000) | – | 407 |
| (Profit)/loss on disposal of investments (£'000) | (73) | 113 |
| Change in fair value of interest rate derivatives (£'000) | 24 | 117 |
| Total EPRA Earnings (£'000) | 8,973 | 9,164 |
| EPRA earnings per share (basic and diluted) (pence) | 6.56 | 7.57 |
| NAV per share: | ||
| Net assets (£'000) | 146,034 | 118,674 |
| Ordinary Shares | 151,558,251 | 123,647,250 |
| NAV per share (pence) | 96.36 | 95.98 |
| EPRA NAV per share: | ||
| Net assets (£'000) | 146,034 | 118,674 |
| Adjustments to net assets: | ||
| Other financial assets held at fair value (£'000) | (26) | (31) |
| EPRA NAV (£'000) | 146,008 | 118,643 |
| EPRA NAV per share (pence) | 96.34 | 95.95 |
Earnings per share (EPS) amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period. As at 31 March 2018, EPRA NNNAV was equal to IFRS NAV and as such a reconciliation between the two measures has not been performed.
for the period 1 May 2017 to 31 March 2018
| Period from 1 May 2017 to |
Year ended | |
|---|---|---|
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
| Fourth interim dividend paid in respect of the period 1 February 2017 to 30 April 2017 at 2.00p per Ordinary Share |
2,473 | – |
| First interim dividend paid in respect of the period 1 May 2017 to 31 July 2017 at 2.00p per Ordinary Share |
2,473 | – |
| Second interim dividend paid in respect of the period 1 August 2017 to 31 October 2017 at 2.00p per Ordinary Share |
3,031 | – |
| Third interim dividend paid in respect of the period 1 November 2017 to 31 December 2017 at 1.33p per Ordinary Share |
2,016 | – |
| Fourth interim dividend paid in respect of the period 1 February 2016 to 30 April 2016 at 2.00p per Ordinary Share |
– | 2,350 |
| First interim dividend paid in respect of the period 1 May 2016 to 31 July 2016 at 2.00p per Ordinary Share |
– | 2,350 |
| Second interim dividend paid in respect of the period 1 August 2016 to 31 October 2016 at 2.00p per Ordinary Share |
– | 2,473 |
| Third interim dividend paid in respect of the period 1 November 2016 to 31 January 2017 at 2.00p per Ordinary Share |
– | 2,473 |
| Total dividends paid during the period/year | 9,993 | 9,646 |
| Fourth interim dividend declared in respect of the period 1 January 2018 to 31 March 2018 at 2.00p per Ordinary Share* |
3,031 | – |
| Fourth interim dividend declared in respect of the period 1 February 2017 to 30 April 2017 at 2.00p per Ordinary Share |
(2,473) | – |
| Fourth interim dividend declared in respect of the period 1 February 2017 to 30 April 2017 at 2.00p per Ordinary Share** |
– | 2,473 |
| Fourth interim dividend declared in respect of the period 1 February 2016 to 30 April 2016 at 2.00p per Ordinary Share |
– | (2,350) |
| Total dividends in respect of the period/year | 10,551 | 9,769 |
* The fourth interim dividend declared is not included in the accounts as a liability as at period end 31 March 2018.
** The fourth interim dividend declared is not included in the accounts as a liability as at year ended 30 April 2017.
for the period 1 May 2017 to 31 March 2018
| 31 March 2018 | ||||
|---|---|---|---|---|
| Investment property freehold £'000 |
Investment property leasehold £'000 |
Total £'000 |
30 April 2017 Total £'000 |
|
| UK investment property | ||||
| As at beginning of the period/year | 115,845 | 21,975 | 137,820 | 114,340 |
| Purchases in the period/year | 51,005 | 13,181 | 64,186 | 28,146 |
| Disposals in the period/year | (11,050) | – | (11,050) | (1,950) |
| Revaluation of investment properties | (283) | 1,669 | 1,386 | (2,716) |
| Valuation provided by Knight Frank | 155,517 | 36,825 | 192,342 | 137,820 |
| Adjustment for rent free debtor | (1,561) | (2,230) | ||
| Adjustment for rent guarantee debtor | – | (80) | ||
| Adjustment for finance lease obligations | 620 | 60 | ||
| Total investment property | 191,401 | 135,570 | ||
| Classified as: | ||||
| Investment properties | 187,751 | 135,570 | ||
| Investment properties held for sale | 3,650 | – | ||
| 191,401 | 135,570 | |||
| (Loss)/profit on disposal of investment property | ||||
| Net proceeds from disposals of investment property during the period/year | 10,856 | 2,681 | ||
| Cost of disposal | (11,050) | (1,950) | ||
| Lease incentives amortised in current period/year | (22) | – | ||
| (Loss)/profit on disposal of investment property | (216) | 731 | ||
| Change in fair value of investment properties | ||||
| Change in fair value before adjustments for lease incentives | 1,386 | (2,716) | ||
| Adjustment for movement in the period/year: | ||||
| in fair value for rent free debtor | (452) | (1,148) | ||
| in fair value for rent guarantee debtor | 80 | 705 | ||
| 1,014 | (3,159) |
for the period 1 May 2017 to 31 March 2018
Valuation of investment property is performed by Knight Frank LLP, an accredited external valuer with recognised and relevant professional qualifications and recent experience of the location and category of the investment property being valued.
The valuation of the Company's investment property at fair value is determined by the external valuer on the basis of market value in accordance with the internationally accepted RICS Valuation – Professional Standards (incorporating the International Valuation Standards).
The determination of the fair value of investment property requires the use of estimates, such as future cash flows from assets (based on lettings, tenants' profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and discount rates applicable to those flows.
| For the period | ||
|---|---|---|
| 1 May 2017 to | Year ended | |
| 31 March | 30 April | |
| 2018 | 2017 | |
| Total | Total | |
| £'000 | £'000 | |
| Investment in AEW UK Core Property Fund | ||
| As at beginning of the period/year | 7,594 | 10,109 |
| Disposals in the period/year | (7,594) | (2,108) |
| Loss from change in fair value | – | (407) |
| Total Investment in AEW UK Core Property Fund | – | 7,594 |
| Loss on disposal of the investment in AEW UK Core Property Fund | ||
| Proceeds from disposals of investments during the period/year | 7,667 | 1,995 |
| Cost of disposal | (7,594) | (2,108) |
| Profit/(loss) on disposal of investments | 73 | (113) |
Investments in collective investment schemes were stated at NAV with any resulting gain or loss recognised in profit or loss. Fair value is assessed by the Directors based on the best available information.
As at 31 March 2018, the Company had no investment in the Core Fund.
for the period 1 May 2017 to 31 March 2018
The following table provides the fair value measurement hierarchy for investments:
| Quoted prices in active markets (Level 1) £'000 |
Significant observable inputs (Level 2) £'000 |
Significant unobservable inputs (Level 3) £'000 |
Total £'000 |
|
|---|---|---|---|---|
| Assets measured at fair value | ||||
| Investment property | – | – | 191,401 | 191,401 |
| – | – | 191,401 | 191,401 | |
| 30 April 2017 | ||||
| Significant | Significant | |||
| Quoted prices in | observable | unobservable | ||
| active markets | inputs | inputs | ||
| (Level 1) | (Level 2) | (Level 3) | Total | |
| £'000 | £'000 | £'000 | £'000 | |
| Assets measured at fair value | ||||
| Investment property | – | – | 135,570 | 135,570 |
| Investment in AEW UK Core Property Fund | – | – | 7,594 | 7,594 |
| – | – | 143,164 | 143,164 |
Level 1 – Quoted prices for an identical instrument in active markets;
for the period 1 May 2017 to 31 March 2018
The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the entity's portfolio of investment property and investments are:
1) Estimated Rental Value ('ERV')
2) Equivalent yield
Increases/(decreases) in the ERV (per sq ft per annum) in isolation would result in a higher/(lower) fair value measurement. Increases/(decreases) in the discount rate/yield in isolation would result in a lower/(higher) fair value measurement.
The significant unobservable input used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the entity's investment is:
Increases/(decreases) in the NAV would result in a higher/(lower) fair value measurement.
The significant unobservable inputs used in the fair value measurement, categorised within Level 3 of the fair value hierarchy of the portfolio of investment property and investments are:
| Class | Fair Value £'000 |
Valuation Technique |
Significant Unobservable Inputs |
Range |
|---|---|---|---|---|
| 31 March 2018 | ||||
| ERV | £1.00 – £145.00 | |||
| Investment property* | 192,342 | Income capitalisation | Equivalent yield | 3.14% – 10.72% |
| 30 April 2017 | ||||
| Investment property* | 137,820 | Income capitalisation | ERV | £2.00 – £160.00 |
| Equivalent yield | 6.94% – 10.27% | |||
| Investments | 7,594 | NAV | NAV | £1.1942 |
* Valuation per Knight Frank LLP.
Where possible, sensitivity of the fair values of Level 3 assets are tested to changes in unobservable inputs against reasonable alternatives.
Gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value hierarchy are attributable to changes in unrealised gains or losses relating to investment property and investments held at the end of the reporting period.
for the period 1 May 2017 to 31 March 2018
With regards to both investment property and investments, gains and losses for recurring fair value measurements categorised within Level 3 of the fair value hierarchy, prior to adjustment for rent free debtor and rent guarantee debtor where applicable, are recorded in profit and loss.
The carrying amount of the assets and liabilities, detailed within the Statement of Financial Position, is considered to be the same as their fair value.
| Change in ERV | Change in equivalent yield | |||
|---|---|---|---|---|
| Sensitivity analysis | £'000 +5% |
£'000 -5% |
£'000 +5% |
£'000 -5% |
| Resulting fair value of investment property | 203,903 | 188,297 | 185,985 | 206,943 |
| Change in Single Swinging Price |
Change in ERV | Change in equivalent yield |
||||
|---|---|---|---|---|---|---|
| Sensitivity analysis | £'000 +5% |
£'000 -5% |
£'000 +5% |
£'000 -5% |
£'000 +5% |
£'000 -5% |
| Resulting fair value of investment property |
– | – | 143,606 | 131,979 | 129,906 | 145,906 |
| Resulting fair value of investments |
7,974 | 7,214 | – | – | – | – |
for the period 1 May 2017 to 31 March 2018
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|
| Receivables | ||
| Rent debtor | 1,074 | 461 |
| Dividend receivable | – | 110 |
| Other income debtors | – | 192 |
| Rent agent float account | 81 | 57 |
| Other receivables | 179 | 213 |
| 1,334 | 1,033 | |
| Rent free debtor | 1,561 | 2,230 |
| Rent guarantee debtor | – | 80 |
| 2,895 | 3,343 | |
| Prepayments | ||
| Property related prepayments | 13 | 10 |
| Capital prepayments | – | 1 |
| Depositary services | – | 8 |
| Listing fees | 16 | 8 |
| Other prepayments | 14 | 12 |
| 43 | 39 | |
| Total | 2,938 | 3,382 |
The aged debtor analysis of receivables which are past due is as follows:
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|
| Less than three months | 1,334 | 910 |
| Between three and six months | – | 1 |
| Between six and twelve months | – | 122 |
| Total | 1,334 | 1,033 |
for the period 1 May 2017 to 31 March 2018
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|
| At the beginning of the period/year | 31 | 77 |
| Interest rate cap premium paid | 19 | 71 |
| Changes in fair value of interest rate derivatives | (24) | (117) |
| At the end of the period/year | 26 | 31 |
To mitigate the interest rate risk that arises as a result of entering into variable rate linked loans, the Company entered into interest rate caps. The facilities have a combined notional value of £36.51 million with £10.00 million at a strike rate of 2.0% and £26.51 million at a strike rate of 2.5% (30 April 2017: £26.51 million at a strike rate of 2.5%) for the relevant period in line with the life of the loan.
The following table provides the fair value measurement hierarchy for interest rate derivatives:
| Valuation date | Quoted prices in active markets (Level 1) £'000 |
Significant observable input (Level 2) £'000 |
Significant unobservable inputs (Level 3) £'000 |
Total £'000 |
|---|---|---|---|---|
| 31 March 2018 | – | 26 | – | 26 |
| 30 April 2017 | – | 31 | – | 31 |
The fair value of these contracts are recorded in the Statement of Financial Position as at the period end.
There have been no transfers between level 1 and level 2 during the period, nor have there been any transfers between level 2 and level 3 during the period.
The carrying amount of all assets and liabilities, detailed within the Statement of Financial Position, is considered to be the same as their fair value.
for the period 1 May 2017 to 31 March 2018
| Bank borrowings | |
|---|---|
| 31 March 2018 £'000 |
30 April 2017 £'000 |
| 29,010 | 14,250 |
| 20,990 | 14,760 |
| 50,000 | 29,010 |
| (554) | (388) |
| 197 | 118 |
| 49,643 | 28,740 |
| 50,000 | 29,010 |
| 10,000 | 10,990 |
| 60,000 | 40,000 |
The Company has a £60.00 million (30 April 2017: £40.00 million) credit facility with RBSi of which £50.00 million (30 April 2017: £29.01 million) has been utilised as at 31 March 2018.
Under the terms of the Prospectus, the Company has a target gearing of 25% Loan to GAV, but can borrow up to 35% Loan to GAV in advance of a capital raise or asset disposal. As at 31 March 2018, the Company's gearing was 26.00% Loan to GAV (30 April 2017: 19.31%).
Under the terms of the loan facility, the Company can draw up to 35% Loan to NAV at drawdown.
Borrowing costs associated with the credit facility are shown as finance costs in note 6 to these Financial Statements.
Reconciliation to cash flows from financing activities
| Bank borrowings £'000 |
|
|---|---|
| Balance at 1 May 2017 | 28,740 |
| Changes from financing cash flows | |
| Loan draw down | 20,990 |
| Loan arrangement fees | (166) |
| Total changes from financing cash flows | 20,824 |
| Other changes | |
| Amortisation of loan issue costs | 79 |
| Total other changes | 79 |
| Balance at 31 March 2018 | 49,643 |
for the period 1 May 2017 to 31 March 2018
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|
| Deferred income | 993 | 1,513 |
| Accruals | 831 | 534 |
| Other creditors | 955 | 709 |
| Total | 2,779 | 2,756 |
Finance leases are capitalised at the lease's commencement at the lower of the fair value of the property and the present value of the minimum lease payments. The present value of the corresponding rental obligations are included as liabilities.
The following table analyses the minimum lease payments under non-cancellable finance leases:
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|
| Within one year | 47 | 5 |
| After one year but not later than five years | 152 | 15 |
| Later than five years | 421 | 40 |
| 573 | 55 | |
| Total | 620 | 60 |
for the period 1 May 2017 to 31 March 2018
As at 31 March 2018, there were capital commitments of £nil (30 April 2017: £48,628).
The Company has entered into commercial property leases on its investment property portfolio. These noncancellable leases have a remaining term of between zero and 24 years.
Future minimum rentals receivable under non-cancellable operating leases as at 31 March 2018 are as follows:
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|
| Within one year | 16,932 | 11,878 |
| After one year but not more than five years | 47,858 | 37,936 |
| More than five years | 37,574 | 27,640 |
| Total | 102,364 | 77,454 |
During the period ended 31 March 2018 there were contingent rents totalling £149,192 (30 April 2017: £169,724) recognised as income.
The Company has a wholly owned subsidiary, AEW UK REIT 2015 Limited:
| Name and company number | Country of registration and incorporation |
Principal activity | Ordinary Shares held |
|---|---|---|---|
| AEW UK REIT 2015 Limited (Company number 09524699) |
England and Wales | Dormant | 100% |
AEW UK REIT 2015 Limited is a subsidiary of the Company incorporated in the UK on 2 April 2015. At 31 March 2018, the Company held one share being 100% of the issued share capital. AEW UK REIT 2015 Limited is wholly owned by the Company and is dormant. The cost of the subsidiary is £0.01 (30 April 2017: £0.01). The registered office of AEW UK REIT 2015 Limited is 6th Floor, 65 Gresham Street, London, EC2V 7NQ.
for the period 1 May 2017 to 31 March 2018
| 31 March 2018 | 30 April 2017 | |||
|---|---|---|---|---|
| £'000 | Number of Ordinary Shares |
£'000 | Number of Ordinary Shares |
|
| Ordinary Shares (nominal value £0.01) authorised, issued and fully paid |
||||
| At the beginning of the period/year | 1,236 | 123,647,250 | 1,175 | 117,510,000 |
| Issued on admission to trading on the London Stock Exchange on 16 September 2016 |
– | – | 24 | 2,450,000 |
| Issued on admission to trading on the London Stock Exchange on 10 October 2016 |
– | – | 37 | 3,687,250 |
| Issued on admission to trading on the London Stock Exchange on 24 October 2017 |
279 | 27,911,001 | – | – |
| At the end of the year/period | 1,515 | 151,558,251 | 1,236 | 123,647,250 |
On 24 October 2017, the Company issued 27,911,001 Ordinary Shares at a price of 100.5 pence per share, pursuant to the Initial Placing, Initial Offer for Subscription and Intermediaries Offer of the Share Issuance Programme, as described in the prospectus published by the Company on 28 September 2017.
| 31 March 2018 £'000 |
30 April 2017 £'000 |
|
|---|---|---|
| The share premium relates to amounts subscribed for share capital in excess of nominal value: |
||
| Balance at the beginning of the period/year | 22,514 | 16,729 |
| Share issue costs (paid and accrued) | – | (23) |
| Issued on admission to trading on the London Stock Exchange on 16 September 2016 |
– | 2,352 |
| Share issue cost (paid and accrued) | – | (42) |
| Issued on admission to trading on the London Stock Exchange on 10 October 2016 |
– | 3,586 |
| Share issue cost (paid and accrued) | – | (88) |
| Issued on admission to trading on the London Stock Exchange on 24 October 2017 |
27,771 | – |
| Share issue cost (paid and accrued) | (517) | – |
| Balance at the end of the period/year | 49,768 | 22,514 |
for the period 1 May 2017 to 31 March 2018
The Company's principal financial assets and liabilities are those derived from its operations: receivables and prepayments, cash and cash equivalents and payables and accrued expenses. The Company's other principal financial liabilities are interest bearing loans and borrowings, the main purpose of which is to finance the acquisition and development of the Company's property portfolio.
Set out below is a comparison by class of the carrying amounts and fair value of the Company's financial instruments that are carried in the financial statements.
| 31 March 2018 | 30 April 2017 | |||
|---|---|---|---|---|
| Book Value £'000 |
Fair Value £'000 |
Book Value £'000 |
Fair Value £'000 |
|
| Financial Assets | ||||
| Investment in AEW UK Core Property Fund |
– | – | 7,594 | 7,594 |
| Receivables and prepayments1 | 1,334 | 1,334 | 1,033 | 1,033 |
| Cash and cash equivalents Other financial assets held at |
4,711 | 4,711 | 3,653 | 3,653 |
| fair value | 26 | 26 | 31 | 31 |
| Financial Liabilities Interest bearing loans |
||||
| and borrowings | 49,643 | 50,000 | 28,740 | 29,010 |
| Payables and accrued expenses2 | 1,683 | 1,683 | 643 | 643 |
| Finance lease obligations | 620 | 620 | 60 | 60 |
1 Excludes VAT, certain prepayments and other debtors
2 Excludes tax, VAT liabilities and deferred income
Interest rate derivatives are the only financial instruments classified as fair value through profit and loss. All other financial assets and financial liabilities are measured at amortised cost. All financial instruments were designated in their current categories upon initial recognition.
Fair value measurement hierarchy has not been applied to those classes of asset and liability stated above which are not measured at fair value in the financial statements. The difference between the fair value and book value of these items is not considered to be material.
The Company's activities expose it to a variety of financial risks: market risk, real estate risk, credit risk and liquidity risk.
The Company's objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Company's activities but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls.
The principal risks facing the Company in the management of its portfolio are as follows:
for the period 1 May 2017 to 31 March 2018
Market price risk is the risk that future values of investments in direct property and related property investments will fluctuate due to changes in market prices. To manage market price risk, the Company diversifies its portfolio geographically in the United Kingdom and across property sectors.
The disciplined approach to the purchase, sale and asset management ensures that the value is maintained to its maximum potential. Prior to any property acquisition or sale, detailed research is undertaken to assess expected future cash flow. The Investment Management Committee ('IMC') of the Investment Manager, meets twice monthly and reserves the ultimate decision with regards to investment purchases or sales. In order to monitor property valuation fluctuations, the Investment Manager meets with the independent external valuer on a regular basis. The valuer provides a property portfolio valuation quarterly, so any movements in the value can be accounted for in a timely manner and reflected in the NAV every quarter.
The Company is exposed to the following risks specific to its investments in investment property:
Property investments are illiquid assets and can be difficult to sell, especially if local market conditions are poor. Illiquidity may also result from the absence of an established market for investments, as well as legal or contractual restrictions on resale of such investments. In addition, property valuation is inherently subjective due to the individual characteristics of each property, and thus, coupled with illiquidity in the markets, makes the valuation in the scheme property difficult and inexact.
No assurances can be given that the valuations of properties will be reflected in the actual sale prices even where such sales occur shortly after the relevant valuation date.
There can be no certainty regarding the future performance of any of the properties acquired for the Company. The value of any property can go down as well as up. Property and property-related assets are inherently subjective as regards value due to the individual nature of each property. As a result, valuations are subject to uncertainty.
Real property investments are subject to varying degrees of risk. The yields available from investments in real estate depend on the amount of income generated and expenses incurred from such investments.
There are additional risks in vacant, part vacant, redevelopment and refurbishment situations although these are not prospective investments for the Company.
Credit risk is the risk that the counterparty (to a financial instrument) or tenant (of a property) will cause a financial loss to the Company by failing to meet a commitment it has entered into with the Company.
It is the Company's policy to enter into financial instruments with reputable counterparties. All cash deposits are placed with an approved counterparty, The Royal Bank of Scotland International Limited.
In respect of property investments, in the event of a default by a tenant, the Company will suffer a rental shortfall and additional costs concerning re-letting the property. The Investment Manager monitors tenant arrears in order to anticipate and minimise the impact of defaults by occupational tenants.
for the period 1 May 2017 to 31 March 2018
The table below shows the Company's exposure to credit risk:
| As at | As at |
|---|---|
| 31 March 2018 | 30 April 2017 |
| £'000 | £'000 |
| 1,334 | 1,033 |
| 4,711 | 3,653 |
| 6,045 | 4,686 |
Liquidity risk arises from the Company's management of working capital and the finance charges and principal repayments on its borrowings. It is the risk the Company will encounter difficulty in meeting its financial obligations as they fall due as the majority of the Company's assets are investment properties and therefore not readily realisable. The Company's objective is to ensure it has sufficient available funds for its operations and to fund its capital expenditure. This is achieved by continuous monitoring of forecast and actual cash flows by management.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:
| 31 March 2018 | On demand £'000 |
< 3 months £'000 |
3–12 months £'000 |
1–5 years £'000 |
> 5 years £'000 |
Total £'000 |
|---|---|---|---|---|---|---|
| Interest bearing loans and borrowings | – | – | – | 50,000 | – | 50,000 |
| Interest payable | – | 228 | 678 | 1,422 | – | 2,328 |
| Payables and accrued expenses | – | 1,638 | – | – | – | 1,638 |
| Finance lease obligation | – | – | 51 | 205 | 3,128 | 3,384 |
| – | 1,866 | 729 | 51,627 | 3,128 | 57,350 | |
| 30 April 2017 | On demand £'000 |
< 3 months £'000 |
3–12 months £'000 |
1–5 years £'000 |
> 5 years £'000 |
Total £'000 |
| Interest bearing loans and borrowings | – | – | – | 29,010 | – | 29,010 |
| Interest payable | – | 134 | 395 | 1,306 | – | 1,835 |
| Payables and accrued expenses | – | 643 | – | – | – | 643 |
| Finance lease obligation | – | – | 5 | 20 | 425 | 450 |
| – | 777 | 400 | 30,336 | 425 | 31,938 |
for the period 1 May 2017 to 31 March 2018
The primary objectives of the Company's capital management are to ensure that it qualifies for the UK REIT status and complies with its banking covenants.
To enhance returns over the medium term, the Company utilises borrowings on a limited recourse basis for each investment or all or part of the total portfolio. The Company's policy is to target a borrowing level of 25% loan to GAV and can borrow up to a maximum of 35% loan to GAV in advance of a capital raise or asset disposal. It is currently anticipated that the level of total borrowings will typically be at the level of 25% of GAV (measured at drawdown).
Alongside the Company's borrowing policy, the Directors intend, at all times, to conduct the affairs of the Company so as to enable the Company to qualify as a REIT for the purposes of Part 12 of the CTA 2010 (and the regulations made thereunder). The REIT status compliance requirements include 90% distribution test, interest cover ratio, 75% assets test and the substantial shareholder rule, all of which the Company remained compliant with in this reporting period.
The monitoring of the Company's level of borrowing is performed primarily using a Loan to GAV ratio, which is calculated as the amount of outstanding debt divided by the total valuation of investment property and property related investments. The Company Loan to GAV ratio at the period end was 26.00% (30 April 2017: 19.31%).
Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. During the year under review, the Company did not breach any of its loan covenants, nor did it default on any other of its obligations under its loan agreements.
As defined by IAS 24 Related Parties Disclosures, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.
For the period ended 31 March 2018, the Directors of the Company are considered to be the key management personnel. Details of amounts paid to Directors for their services can be found within note 5, Directors' remuneration.
The Company is party to an Investment Management Agreement with the Investment Manager, pursuant to which the Company has appointed the Investment Manager to provide investment management services relating to the respective assets on a day-to-day basis in accordance with their respective investment objectives and policies, subject to the overall supervision and direction of the Board of Directors.
Under the Investment Management Agreement the Investment Manager receives a management fee which is calculated and accrued monthly at a rate equivalent to 0.9% per annum of NAV (excluding un-invested fund raising proceeds) and paid quarterly.
During the period, the Company incurred £988,612 (30 April 2017: £1,033,637) in respect of investment management fees and expenses of which £469,239 (30 April 2017: £252,850) was outstanding as at 31 March 2018.
On 1 May 2017, the Company had a holding of 6,359,440 shares in the Core Fund, which were valued at £7,594,443. The investment is deemed to be with a related party due to the common influence of the Investment Manager over both parties. On 9 May 2017, the Company sold all of its holding in the Core Fund for proceeds of £7,667,796.
for the period 1 May 2017 to 31 March 2018
Management has considered the requirements of IFRS 8 'operating segments'. The source of the Company's diversified revenue is from the ownership of investment properties across the UK. Financial information on a property by property basis is provided to senior management of the Investment Manager and Directors, which collectively comprise the chief operating decision maker. Responsibilities are not defined by type or location, each property being managed individually and reported on for the Company as a whole directly to the Board of Directors. Therefore, the Company is considered to be engaged in a single segment of business, being property investment and in one geographical area, United Kingdom.
On 27 April 2018, the Board declared its fourth interim dividend of 2.00 pence per share, in respect of the period from 1 January 2018 to 31 March 2018. This was paid on 31 May 2018, to shareholders on the register as at 11 May 2018. The ex-dividend date was 10 May 2018.
On 5 April 2018, the Company completed the part disposal of Pearl Assurance House, Nottingham. The Company sold the first to ninth floors of the building, as well as a ground floor reception and car park spaces, for gross proceeds of £3.65 million. The Company retains the fully let ground floor accommodation.
| Detailed below is a summary table showing the EPRA performance measures of the Company | ||
|---|---|---|
| MEASURE AND DEFINITION | PURPOSE | PERFORMANCE |
| 1. EPRA Earnings Earnings from operational activities. |
A key measure of a company's underlying operating results and an indication of the extent to which current dividend payments are supported by earnings. |
£8.97 million/6.56 pps EPRA earnings for the 11 month period to 31 March 2018 (30 April 2017: £9.16 million/7.57 pps) |
| 2. EPRA NAV Net asset value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long-term investment property business. |
Makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the fair value of the assets and liabilities within a true real estate investment company with a long-term investment strategy. |
£146.01 million/96.34 pps EPRA NAV as at 31 March 2018 (30 April 2017: £118.64 million/95.95 pps) |
| 3. EPRA NNNAV EPRA NAV adjusted to include the fair values of: (i) financial instruments; (ii) debt and; (iii) deferred taxes. |
Makes adjustments to EPRA NAV to provide stakeholders with the most relevant information on the current fair value of all the assets and liabilities within a real estate company. |
£146.03 million/96.36 pps EPRA NNNAV as at 31 March 2018 (30 April 2017: £118.67 million/ 95.98 pps) |
| 4.1 EPRA Net Initial Yield (NIY) Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers' costs. |
A comparable measure for portfolio valuations. This measure should make it easier for investors to judge themselves, how the valuation of portfolio X compares with portfolio Y. |
7.73% EPRA NIY as at 31 March 2018 (30 April 2017: 7.12%) |
| 4.2 EPRA 'Topped-Up' NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents). |
A comparable measure for portfolio valuations. This measure should make it easier for investors to judge themselves, how the valuation of portfolio X compares with portfolio Y. |
8.52% EPRA 'Topped-Up' NIY as at 31 March 2018 (30 April 2017: 8.27%) |
| 5. EPRA Vacancy Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio. |
A 'pure' (%) measure of investment property space that is vacant, based on ERV. |
7.10% EPRA ERV as at 31 March 2018 (30 April 2017: 7.22%) |
| 6. EPRA Cost Ratio Administrative and operating costs (including and excluding costs of direct vacancy) divided by gross rental income. |
A key measure to enable meaningful measurement of the changes in a company's operating costs. |
21.89% EPRA Cost Ratio (including direct vacancy costs) as at 31 March 2018 (30 April 2017: 24.20%) 14.89% EPRA Cost Ratio (excluding direct vacancy costs) as at 31 March 2018 |
(30 April 2017: 18.37%)
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Investment property – wholly-owned | 192,342 | 137,820 |
| Allowance for estimated purchasers' costs | 13,079 | 8,242 |
| Gross up completed property portfolio valuation | 205,421 | 146,062 |
| Annualised cash passing rental income | 17,046 | 11,283 |
| Property outgoings | (1,174) | (884) |
| Annualised net rents | 15,872 | 10,399 |
| Rent from expiry of rent-free periods and fixed uplifts | 1,626 | 1,685 |
| 'Topped-up' net annualised rent | 17,498 | 12,084 |
| EPRA Net Initial Yield | 7.73% | 7.12% |
| EPRA 'topped-up' Net Initial Yield | 8.52% | 8.27% |
EPRA NIY is calculated as the annualised net rent, divided by the gross value of the completed property portfolio.
The valuation of grossed up completed property portfolio is determined by our external valuers as at 31 March 2018, plus an allowance for estimated purchaser's costs. Estimated purchaser's costs are determined by the relevant stamp duty liability, plus an estimate by our valuers of agent and legal fees on notional acquisition. The net rent deduction allowed for property outgoings is based on our valuers' assumptions on future recurring non-recoverable revenue expenditure.
In calculating the EPRA 'topped-up' NIY, the annualised net rent is increased by the total contracted rent from expiry of rent-free periods and future contracted rental uplifts.
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Annualised potential rental value of vacant premises | 1,254 | 951 |
| Annualised potential rental value for the complete property portfolio | 17,677 | 13,164 |
| EPRA Vacancy Rate | 7.10% | 7.22% |
| For the period 1 May 2017 to 31 March 2018 £'000 |
Year ended 30 April 2017 £'000 |
|
|---|---|---|
| Administrative/operating expense per IFRS income statement | 2,729 | 3,272 |
| Less: Net service charge costs | – | (335) |
| Ground rent costs | (38) | (104) |
| EPRA Costs (including direct vacancy costs) | 2,691 | 2,833 |
| Direct vacancy costs | (861) | (682) |
| EPRA Costs (excluding direct vacancy costs) | 1,830 | 2,151 |
| Gross Rental Income less ground rent costs | 12,292 | 12,044 |
| Less: service charge costs of rental income | – | (335) |
| Gross Rental Income | 12,292 | 11,709 |
| EPRA Cost Ratio (including direct vacancy costs) | 21.89% | 24.20% |
| EPRA Cost Ratio (excluding direct vacancy costs) | 14.89% | 18.37% |
The register for the Company's Ordinary Shares is maintained by Computershare Investor Services PLC. In the event of queries regarding your holding, please contact the Registrar on 0370 889 4069 or email: [email protected]
Changes of name and/or address must be notified in writing to the Registrar, at the address shown on page 103. You can check your shareholding and find practical help on transferring shares or updating your details at www.investorcentre.co.uk. Shareholders eligible to receive dividend payments gross of tax may also download declaration forms from that website.
| Ordinary £0.01 Shares | 151,558,251 |
|---|---|
| SEDOL Number | BWD2415 |
| ISIN Number | GB00BWD24154 |
| Ticker/TIDM | AEWU |
The Company's Ordinary Shares are traded on the Main Market of the London Stock Exchange.
Copies of the Annual and Half-Yearly Reports are available from the Company's website
| 12 September 2018 | Annual General Meeting |
|---|---|
| 30 September 2018 | Half-year end |
| December 2018 | Announcement of half-yearly results |
| 31 March 2019 | Year end |
| June 2019 | Announcement of annual results |
The following table summarises the amounts distributed to equity shareholders in respect of the period:
| £ | |
|---|---|
| Interim dividend for the period 1 May 2017 to 31 July 2017 (payment made on 29 September 2017) |
2,472,945 |
| Interim dividend for the period 1 August 2017 to 31 October 2017 (payment made on 29 December 2017) |
3,031,165 |
| Interim dividend for the period 1 November 2017 to 31 December 2017 (payment made on 28 February 2018) |
2,015,725 |
| Interim dividend for the period 1 January 2018 to 31 March 2018 (payment made on 31 May 2018) |
3,031,165 |
| Total | 10,551,000 |
Mark Burton* (Non-executive Chairman) James Hyslop (Non-executive Director) Bimaljit (''Bim'') Sandhu* (Non-executive Director) Katrina Hart* (Non-executive Director)
6th Floor 65 Gresham Street London EC2V 7NQ
AEW UK Investment Management LLP 33 Jermyn Street London SW1Y 6DN
Tel: 020 7016 4880 Website: www.aewuk.co.uk
MJ Mapp 180 Great Portland Street London W1W 5QZ
Liberum Ropemaker Place 25 Ropemaker Street London EC2Y 9LY
Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU
* independent of the Investment Manager
Langham Hall UK LLP 5 Old Bailey London EC4M 7BA
Link Alternative Fund Administrators Limited Beaufort House 51 New North Road Exeter EX4 4EP
Link Company Matters Limited 6th Floor 65 Gresham Street London EC2V 7NQ
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE
KPMG LLP 15 Canada Square London E14 5GL
Knight Frank LLP 55 Baker Street London W1U 8AN
| AEW UK Core Property Fund (the 'Core Fund') |
AEW UK Core Property Fund, a property authorised investment fund ('PAIF') and a sub-fund of the AEW UK Real Estate Fund, an open ended investment company. |
|---|---|
| AIC | Association of Investment Companies. This is the trade body for closed-end Investment companies (www.theaic.co.uk). |
| AIFMD | Alternative Investment Fund Managers' Directive. |
| AIFM | Alternative Investment Fund Manager. The entity that provides portfolio management and risk management services to the Company and which ensures the Company complies with the AIFMD. The Company's AIFM is AEW UK Investment Management LLP. |
| Company | AEW UK REIT plc. |
| Company Secretary | Link Company Matters Limited |
| Company website | www.aewukreit.com |
| Contracted rent | The annualised rent adjusting for the inclusion of rent subject to rent-free periods. |
| Covenant strength | The strength of a tenant's financial status and its ability to perform the covenants in the lease. |
| DTR | Disclosure Guidance and Transparency Rules, issued by the UKLA. |
| Earnings Per Share ('EPS') | Profit for the period attributable to equity shareholders divided by the weighted average number of Ordinary Shares in issue during the period. |
| EPC | Energy Performance Certificate. |
| EPRA | European Public Real Estate Association, the industry body representing listed companies in the real estate sector. |
| EPRA cost ratio (including direct vacancy costs) |
The ratio of net overheads and operating expenses against gross rental income (with both amounts excluding ground rents payable). Net overheads and operating expenses relate to all administrative and operating expenses. |
| EPRA cost ratio (excluding direct vacancy costs) |
The ratio calculated above, but with direct vacancy costs removed from net overheads and operating expenses balance. |
| EPRA Earnings Per Share | Recurring earnings from core operational activities. A key measure of a company's underlying operating results from its property rental business and an indication of the extent to which current dividend payments are supported by earnings. |
| EPRA NAV | Net Asset Value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long-term investment property business. |
| EPRA NNNAV | EPRA NAV adjusted to reflect the fair value of debt and derivatives and to include deferred taxation on revaluations. |
| EPRA Net Initial Yield ('NIY') | Annualised rental income based on the cash rents passing at the balance sheet date, less non recoverable property operating expenses, divided by the fair value of the property, increased with (estimated) purchasers' costs. |
| EPRA Topped-Up Net Initial Yield This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents). |
|
| EPRA Vacancy Rate | Estimated Market Rental Value ('ERV') of vacant space as a percentage of the ERV of the whole portfolio. |
| Equivalent Yield | The internal rate of return of the cash flow from the property, assuming a rise to ERV at the next review or lease expiry. No future growth is allowed for. |
|---|---|
| Estimated Rental Value ('ERV') | The external valuers' opinion as to the open market rent which, on the date of the valuation, could reasonably be expected to be obtained on a new letting or rent review of a property. |
| External Valuer | An independent external valuer of a property. The Company's External Valuer is Knight Frank LLP. |
| Fair Value | The estimated amount for which a property should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where parties had each acted knowledgeably, prudently and without compulsion. |
| Fair value movement | An accounting adjustment to change the book value of an asset or liability to its fair value. |
| FCA | The Financial Conduct Authority. |
| FRI lease | A lease which imposes full repairing and insuring obligations on the tenant, relieving the landlord from all liability for the cost of insurance and repairs. |
| Gross Asset Value ('GAV') | The aggregate value of the total assets of the Company as determined in accordance with IFRS. |
| IASB | International Accounting Standards Board. |
| IFRS | International Financial Reporting Standards, as adopted by the European Union. |
| Investment Manager | The Company's Investment Manager is AEW UK Investment Management LLP. |
| IPD | Investment Property Databank. An organisation supplying independent market indices and portfolio benchmarks to the property industry. |
| IPO | The admission to trading on the London Stock Exchange's Main Market of the share capital of the Company and admission of Ordinary Shares to the premium listing segment of the Official List on 12 May 2015. |
| Lease incentives | Incentives offered to occupiers to enter into a lease. Typically this will be an initial rent-free period, or a cash contribution to fit-out. Under accounting rules the value of the lease incentive is amortised through the Statement of Comprehensive Income on a straight-line basis until the lease expiry. |
| Lease surrender | An agreement whereby the landlord and tenant bring a lease to an end other than by contractual expiry or the exercise of a break option. This will frequently involve the negotiation of a surrender premium by one party to the other. |
| LIBOR | The London Interbank Offered Rate, the interest rate charged by one bank to another for lending money. |
| Loan to Value ('LTV') | The value of outstanding loans and borrowings (before adjustments for issue costs) expressed as a percentage of the combined valuation of the property portfolio (as provided by the valuer) and the fair value of other investments. |
| Net Asset Value ('NAV') | Net Asset Value is the equity attributable to shareholders calculated under IFRS. |
| Net Asset Value per share | Equity shareholders' funds divided by the number of Ordinary Shares in issue. |
| NAV Total Return | The percentage change in NAV, assuming that dividends paid to shareholders are reinvested at NAV to purchase additional Ordinary Shares |
| Net equivalent yield | Calculated by the Company's External Valuers, equivalent yield is the internal rate of return from an investment property, based on the gross outlays for the purchase of a property (including purchase costs), reflecting reversions to current market rent and items as voids and non-recoverable expenditure but ignoring future changes in capital value. The calculation assumes rent is received annually in arrears. |
| Net initial yield | The initial net rental income from a property at the date of purchase, expressed as a percentage of the gross purchase price including the costs of purchase. |
| Net rental income | Rental income receivable in the period after payment of ground rents and net property outgoings. |
| Non-PID | Non-Property Income Distribution. The dividend received by a shareholder of the Company arising from any source other than profits and gains of the Tax Exempt Business of the Company. |
|---|---|
| Ongoing charges | The ratio of total administration and property operating costs expressed as a percentage of average net asset value throughout the period. |
| Ordinary Shares | The main type of equity capital issued by conventional Investment Companies. Shareholders are entitled to their share of both income, in the form of dividends paid by the Company, and any capital growth. |
| Over-rented | Space where the passing rent is above the ERV. |
| Passing rent | The gross rent, less any ground rent payable under head leases. |
| PID | Property Income Distribution. A dividend received by a shareholder of the Company in respect of profits and gains of the tax exempt business of the Company. |
| Rack-rented | Space where passing rent is the same as the ERV. |
| REIT | A Real Estate Investment Trust. A company which complies with Part 12 of the Corporation tax Act 2010. Subject to the continuing relevant UK REIT criteria being met, the profits from the property business of a REIT, arising from both income and capital gains, are exempt from corporation tax. |
| Reversion | Increase in rent estimated by the Company's External Valuers, where the passing rent is below the ERV. |
| Reversionary yield | The anticipated yield, which the initial yield will rise (or fall) to once the rent reaches the ERV. |
| Share price | The value of a share at a point in time as quoted on a stock exchange. The Company's Ordinary Shares are quoted on the Main Market of the London Stock Exchange. |
| Share Price Total Return | The percentage change in the share price assuming dividends are reinvested to purchase additional Ordinary Shares. |
| Total returns | The returns to shareholders calculated on a per share basis by adding dividend paid in the period to the increase or decrease in the Share Price or NAV. The dividends are assumed to have been reinvested in the form of Ordinary Shares or Net Assets. |
| Total Shareholder Return | The percentage change in the share price assuming dividends are reinvested to purchase additional Ordinary Shares. |
| Under-rented | Space where the passing rent is below the ERV. |
| UK Corporate Governance Code A code issued by the Financial Reporting Council which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. All companies with a Premium Listing of equity shares in the UK are required under the Listing Rules to report on how they have applied the Code in their annual report and accounts. |
|
| Voids | The amount of rent relating to properties which are unoccupied and generating no rental income. Stated as a percentage of ERV. |
| Weighted Average Unexpired Lease Term ('WAULT') |
The average lease term remaining for first break, or expiry, across the portfolio weighted by contracted rental income (including rent-frees). |
| Yield compression | Occurs when the net equivalent yield of a property decreases, measured in basis points. |
United Kingdom 33 Jermyn Street London SW1Y 6DN
+44 20 7016 4880 www.aewuk.co.uk
France 8-12 rue des Pirogues de Bercy 75012 Paris France
+33 1 78 40 92 00 www.aeweurope.com
United States of America Two Seaport Lane Boston MA 02210 United States
+1 617 261 9334 www.aew.com
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