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AEW UK REIT PLC

Earnings Release Nov 29, 2019

5329_rns_2019-11-29_29b89871-03b4-4582-b1f7-aca5f31e5bf6.pdf

Earnings Release

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AEW UK REIT plc (AEWU) 28-Nov-2019 / 07:00 GMT/BST Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

28 November 2019

AEW UK REIT PLC (the "Company")

Interim Report and Financial Statements for the six months ended 30 September 2019

Financial Highlights

  • Unaudited Net Asset Value ("NAV") of £147.55 million and of 97.36 pence per share ("pps") as at 30 September 2019 (31 March 2019: £149.46 million and 98.61 pps).
  • Operating profit before fair value changes of £7.26 million for the period (six months ended 30 September 2018: £6.86 million).
  • Profit Before Tax ("PBT") of £4.16 million and 2.74 pps (six months ended 30 September 2018: £11.68 million and 7.71 pps). PBT includes a £2.41 million loss arising from changes to fair value of the investment properties in the period (six months ended 30 September 2018: gain of £5.65 million). This change explains the significant fall in PBT for the period.
  • Unadjusted EPRA Earnings Per Share ("EPRA EPS") for the period of 4.37 pps (six months ended 30 September 2018: 4.10 pps). See below for the calculation of EPRA EPS.
  • Total dividends of 4.00 pps have been declared for the period (six months ended 30 September 2018: 4.00 pps).
  • Shareholder Total Return for the period of 5.50% (six months ended 30 September 2018: 3.56%).
  • The price of the Company's Ordinary Shares on the Main Market of the London Stock Exchange was 93.90 pps as at 30 September 2019 (31 March 2019: 92.80 pps).
  • As at 30 September 2019, the Company had drawn £50.00 million (31 March 2019: £50.00 million) of a £60.00 million (31 March 2019: £60.00 million) term credit facility with the Royal Bank of Scotland International Limited ('RBSi') and was geared to 25.50% of the portfolio valuation (31 March 2019: 25.30%).
  • The Company held cash balances totalling £2.01 million as at 30 September 2019 (31 March 2019: £2.13 million). Under the terms of its loan facility, the Company can draw a further £1.64 million (31 March 2019: £2.31 million) up to the maximum 35% loan to NAV at drawdown.

Property Highlights

  • As at 30 September 2019, the Company's property portfolio had a fair value of £196.05 million across 35 properties (31 March 2019: £197.61 million across 35 properties) and a historical cost of £197.02 million (31 March 2019: £196.86 million).
  • As at 30 September 2019, the Company's property portfolio had an EPRA vacancy rate of 3.96% (31 March 2019: 2.99%).
  • Rental income generated during the period was £8.78 million (six months ended 30 September 2018: £8.46 million). The number of tenants as at 30 September 2019 was 92 (31 March 2019: 95).
  • EPRA Net Initial Yield ("EPRANIY") of 7.45% as at 30 September 2019 (31 March 2019: 7.62%).
  • Weighted Average Unexpired Lease Term ("WAULT") of 4.33 years to break and 5.82 years to expiry (31 March 2019: 4.87 years to break and 6.10 years to expiry). See below for definition and relevance to strategy.

Chairman'sStatement

Overview

I am pleased to present the unaudited interim results of the Company for the six month period from 1 April 2019 to 30 September 2019. As at 30 September 2019, the Company has established a diversified portfolio of 35 commercial investment properties throughout the UK with a value of £196.05 million. On a like-for-like basis, the portfolio valuation decreased by 0.79% over the six months.

The Company achieved EPRA EPS of 4.37 pps for the period, which represents a dividend cover of 109.3%, having paid dividends of 4.00 pps in relation to the period. This is an improvement on the EPRA EPS reported for the year ended 31 March 2019, which produced a dividend cover of 100.9% and reflects the success of key asset management transactions which have boosted rental income and maintained a vacancy rate below 4% by Estimated Rental Value ("ERV") over the six months to September 2019. The portfolio has a short WAULT of 4.33 years to break and 5.82 years to expiry, which we anticipate will provide the opportunity to add further value through an active approach to asset management.

The Company's share price was 93.90 pps as at 30 September 2019, representing a 3.55% discount to NAV. Over the six month period, the Company generated a shareholder total return of 5.50% and a NAV total return of 2.79%.

Financial Results

6 month 12 month
period from 6 month period from
1April 2019 period from 1April 2018
to 30 1April 2018 to 31
September to 30 March
2019 September 2018 2019
(unaudited) (unaudited) (audited)
Operating Profit before fair value changes (£'000) 7,264 6,859 13,524
Operating Profit (£'000) 4,901 12,334 17,226
PBT (£'000)* 4,159 11,678 15,544
EPRA EPS (basic and diluted) (pence) 4.37 4.10 8.07
Ongoing Charges (%) 1.34 1.26 1.40
NAV per share (pence) 97.36 100.06 98.61
EPRANAV per share (pence) 97.32 100.06 98.51

*PBTincludes a £2.41 million loss arising fromchanges to fair value of the investment properties in the period (six months ended 30 September 2018: gain of £5.65 million). This change explains the significant fall in PBTfor the period.

Financing

The Company has a £60.00 million loan facility, of which it had drawn a balance of £50.00 million as at 30 September 2019 (31 March 2019: £60.00 million facility; £50.00 million drawn), producing a gearing of 25.50% (31 March 2019: 25.30%) loan to property valuation.

The unexpired term of the facility was 4.1 years as at 30 September 2019 (31 March 2019: 4.6 years). The loan incurs interest at 3 month LIBOR +1.4%, which equated to an all-in rate of 2.17% as at 30 September 2019 (31 March 2019: 2.32%). The Company is protected from a significant rise in interest rates as it currently has effective interest rate caps with a combined notional value of £36.51 million (31 March 2019: £36.51 million), with £26.51 million capped at 2.50% and £10.00 million capped at 2.00%, resulting in the loan being 73% hedged (31 March 2019: 73%). These interest rate caps are effective until 19 October 2020. The Company has entered into additional interest rate caps on a notional value of £46.51 million at 2.00% covering the extension period of the loan from 20 October 2020 to 19 October 2023.

On 9 October 2019, the Company announced that it had completed an amendment to its loan facility, increasing the loan to NAV covenant from 45% to 55% (subject to certain conditions). There are no changes to the margin currently charged under the facility.

The long term gearing target remains 25% or less, however the Company can borrow up to 35% of Gross Asset Value ("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 may adjust the target gearing according to the Company's circumstances and perceived risk levels.

Dividends

The Company has continued to deliver on its target of paying dividends of 8.00 pps per annum. During the period, the Company declared and paid two quarterly dividends of 2.00 pps, in line with its target.

On 18 October 2019, the Board declared an interim dividend of 2.00 pps in respect of the period from 1 July 2019 to 30 September 2019. This interim dividend will be paid on 29 November 2019 to shareholders on the register as at 1 November 2019.

The Directors will declare dividends taking into account the current level of the Company's earnings 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 pps. Based on the current profile of the portfolio, the Company expects to pay an annualised dividend of 8.00 pps in respect of the year ending 31 March 2020, subject to market conditions.

The following shows the dividend paid (in pps) in relation to each quarter from the Company's inception:

Quarter ended 2015 2016 2017
January 2.00 2.00
April 2.00 2.00
July 2.00 2.00
October 1.50 2.00 2.00
Quarter ended 2017 2018 2019
March 2.00 2.00
June
September
December
*1.33 2.00 2.00 2.00
2.00 2.00

*Note that the Company changed its quarter end dates starting in December 2017 and the dividend payment of 1.33 pps relates to the two month period from 1 November 2017 to 31 December 2017.

Outlook

The Board and the Investment Manager are pleased with the strong income returns delivered to shareholders to date. Based on annualised dividend payments of 8.00 pps, the Company delivered a dividend yield of 8.52% as at 30 September 2019.

The Company was fully invested at the start of the period and achieved returns during the period which fully covered its dividend payments. The Board expects this level of returns to continue, based on the projected income from the portfolio which had a NIY of 7.45% and a Reversionary Yield of 7.82% as at 30 September 2019.

In the wider political and economic environment, the country is preparing for a general election on 12 December 2019. The outcome of this should provide better clarity to the ongoing Brexit debate, for which the deadline to reach an agreement with the EU has been pushed back to 31 January 2020. It is hoped that the coming months will see an end to the continued uncertainty which has hampered the investment markets.

Looking forward, our focus remains on continuing to grow the Company as part of the 12 month share-issuance programme, closing on 28 February 2020, as set out in the Company's Prospectus, subject to market conditions. 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. There will be a continuation vote at the AGM of the Company to be held in 2020, under the provisions of the Articles, at which the Board will propose an ordinary resolution that the Company continue its business as presently constituted.

Board Composition

James Hyslop retired from the Board at the AGM on 12 September 2019. The Board expresses its appreciation for his valuable contribution to the Company since its IPO in 2015. The Board will instigate a search for a replacement independent non-executive Director at an appropriate time.

Mark Burton

Chairman 27 November 2019

Key Performance Indicators

1. EPRA NIY*
Annualised rental income based on the cash
rents passing at the balance sheet date, less
non-recoverable property expense, divided by the
market value of the property, increased with
(estimated) purchasers' costs.
The NIY is in line with the Company's target
dividend yield meaning that, after costs, the
Company should have the ability to meet its
target dividend through property income.
7.45%
at 30 September 2019 (31 March 2019: 7.62%).
2. True Equivalent Yield
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.
A True 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.
7.93%
at 30 September 2019 (31 March 2019: 7.94%).
3. Reversionary Yield
The expected return the property will provide
once rack rented.
AReversionary 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.
7.82%
at 30 September 2019 (31 March 2019: 7.75%).
4. WAULT to expiry
The average lease term remaining to expiry
across the portfolio, weighted by contracted rent.
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.
5.82 years
at 30 September 2019 (31 March 2019: 6.10
years).
5. WAULT to break
The average lease term remaining to break,
across the portfolio weighted by contracted rent.
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.
4.33 years
at 30 September 2019 (31 March 2019: 4.87
years).
6. NAV
NAV is the value of an entity's assets minus the
value of its liabilities.
The change in NAV reflects the Company's
ability to grow the portfolio and add value to it
throughout the life cycle of its assets.
£147.55 million
at 30 September 2019 (31 March 2019: £149.46
million).
7. Leverage (Loan to property valuation)
The proportion of the property portfolio that is
funded by borrowings.
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.
25.50%
at 30 September 2019 (31 March 2019: 25.30%).
8. Vacant ERV
The space in the property portfolio which is
currently unlet, as a percentage of the total ERV
of the portfolio.
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.
3.96%
at 30 September 2019 (31 March 2019: 2.99%).
9. Dividend
Dividends declared in relation to the year. The
Company targets a dividend of 8.00 pps per
annum.
The dividend reflects the Company's ability to
deliver a sustainable income stream from its
portfolio.
4.00 pps
for the six months to 30 September 2019.
This supports an annualised target of 8.00 pps
(six months to 30 September 2018: 4.00 pps).
10. Ongoing Charges
The ratio of total administration and operating
costs expressed as a percentage of average
NAV throughout the period.
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. This measure is to provide investors
with a clear picture of operational costs involved
in running the Company.
1.34%
for the six months to 30 September 2019 (six
months to 30 September 2018: 1.26%).
11. PBT
PBT is a profitability measure which considers
the Company's profit including fair value changes
before the payment of income tax.
The PBT is an indication of the Company's
financial performance for the period in which its
strategy is exercised.
£4.16 million
for the six months to 30 September 2019 (six
months to 30 September 2018: £11.68 million).
12. Shareholder Total Return
The percentage change in the share price
assuming dividends are reinvested to purchase
additional Ordinary Shares.
This reflects the return seen by shareholders on
their shareholdings through share price
movements and dividends received.
5.50%
for the six months to 30 September 2019 (six
months to 30 September 2018: 3.56%).
13. EPRA EPS
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
7.
This reflects the Company's ability to generate
earnings from the portfolio which underpins
dividends.
4.37 pps
for the six months to 30 September 2019 (six
months to 30 September 2018: 4.10 pps).

* For the current and comparative reporting dates, the calculation of NIY has been revised to use EPRA methodology to bring consistency with disclosures made elsewhere in the Interim Report and Financial Statements. The difference in output is considered immaterial.

Investment Manager'sReport

Market Outlook

The portfolio, now increasingly mature, is offering us numerous opportunities to undertake asset management initiatives which provide various potential routes to add value. Despite the backdrop of ongoing political uncertainty, the Company remains confident in its ability to deliver on its objectives. The value of our assets has remained robust, particularly in the office and industrial sectors, where assets have either been acquired at conservative levels or provide exciting value-add opportunities. There has been some loss of value in retail assets, in line with the structural changes that we are seeing across the retail sector. However, this has been mitigated by the portfolio's light exposure to the sector and also by valuation gains in other parts of the portfolio. Despite our positive outlook for the portfolio, we are conscious of the opportunity to limit downside risk in an uncertain macro environment and, with this in mind, we have recently taken a number of steps to reduce risk associated with the Company's debt facility, details of these are set out below.

Financial Results

The Company's NAV as at 30 September 2019 was £147.55 million or 97.36 pps (31 March 2019: £149.46 million or 98.61 pps). This is a decrease of 1.25 pps or 1.27% over the six months. EPRA EPS for the six month period was 4.37 pps which, based on dividends paid of 4.00 pps, reflects a dividend cover of 109.3%.

Financing

As at 30 September 2019, the Company had a £60.0 million loan facility with RBSi, in place until October 2023, the details of which are presented below:

30 September 2019 31 March 2019
Facility £60.00 million £60.00 million
Drawn £50.00 million £50.00 million
Gearing (Loan to Property Value) 25.50% 25.30%
Gearing (Loan to NAV) 33.89% 33.45%
Interest rate 2.17%all-in (LIBOR + 1.4%) 2.32% all-in (LIBOR + 1.4%)
Notional Value of Loan Balance Hedged 73.02% 73.02%

On 9 October 2019, the Company announced that it had completed an amendment to its loan facility to increase the hard loan to NAV covenant from 45% to 55% (subject to certain conditions), although the target gearing remains as set out in the Prospectus. There are no changes to the margin currently charged under the facility.

The Company has not made any acquisitions or disposals during the period. The following tables illustrate the composition of the portfolio in relation to its properties, tenants and income streams:

Summary by Sector as at 30 September 201 9

Sector Number of
Properties
Knight Frank
Valuation
Area
(£m) ('000 sq ft)
Occupancy
by ERV
(%)
WAULT to
break
(years)
Gross
Passing
Rental
Income ERV
(£m)
(£m)
Industrial 20 93.93 2,335 99.4 4.1 7.55 8.37
Office 6 44.35 287 88.8 2.8 3.42 4.30
Other 3 30.02 165 100.0 5.6 2.82 2.33
Standard Retail 5 21.65 169 92.1 3.8 1.94 2.00
Retail Warehouse 1 6.10 51 100.0 4.5 0.61 0.51
Total 35 196.05 3,007 96.0 4.3 16.34 17.51

Summary by Geographical Area as at 30 September 201 9

Gross
Passing
Knight Frank Occupancy WAULT to Rental
Number of Valuation Area by ERV break Income ERV
Geographical Area Properties (£m) ('000 sq ft) (%) (years) (£m) (£m)
Yorkshire and Humberside 8 34.80 1,028 98.5 2.8 2.63 3.38
South East 5 28.65 195 89.7 3.5 2.05 2.42
Eastern 5 23.20 345 100.00 3.5 1.90 2.11
South West 3 22.05 125 100.00 3.3 1.73 1.77
West Midlands 4 19.00 397 100.00 3.2 1.69 1.83
East Midlands 2 17.62 81 100.00 2.5 1.85 1.47
North West 4 15.40 302 100.00 3.7 1.45 1.33
Wales 2 14.73 376 100.00 9.6 1.25 1.29
Greater London 1 12.00 72 100.00 12.1 0.96 0.75
Scotland 1 8.60 86 65.8 1.8 0.83 1.16
Total 35 196.05 3,007 96.0 4.3 16.34 17.51

Sector and Geographical Allocation by Market Value as at 30 September 201 9

Sector Allocation

Sector %
Standard Retail 11
Retail Warehouse 3
Offices 23
Industrial 48
Other 15
Geographical Allocation
Geographical %
Greater London 6
South East 15
South West 11
Eastern 12
West Midlands 10
East Midlands 9
North West 8
Yorkshire & Humberside 18
Wales 7
Scotland 4

Propertiesby Market Value

Property Sector Region Market Value
Range (£m)
1 2 Geddington Road, Corby Other (Car parking) East Midlands 10.0-15.0
2 40 Queen Square, Bristol Offices South West 10.0-15.0
3 London East Leisure Park, Dagenham Other (Leisure) Greater London 10.0-15.0
4 Eastpoint Business Park, Oxford Offices South East 10.0-15.0
5 Gresford Industrial Estate, Wrexham Industrial Wales 7.5-10.0
6 225 Bath Street, Glasgow Offices Scotland 7.5-10.0
7 Lockwood Court, Leeds Industrial Yorkshire and Humberside 5.0-7.5
8 Langthwaite Grange Industrial Estate, South Kirkby Industrial Yorkshire and Humberside 5.0-7.5
9 Above Bar Street, Southampton Standard Retail South East 5.0-7.5
10 Storeys Bar Road, Peterborough Industrial Eastern 5.0-7.5

The Company's top ten properties listed above comprise 48.0% of the total value of the portfolio.

Property Sector Region Market Value
Range (£m)
11 Sarus Court Industrial Estate, Runcorn Industrial
12 Barnstaple Retail Park
13 Sandford House, Solihull
14 Apollo Business Park, Basildon
15 Euroway Trading Estate, Bradford
16 Brockhurst Crescent, Walsall
17 Odeon Cinema, Southend
18 Oak Park, Droitwich
Retail Warehouse South West
Offices
Industrial
Industrial
Industrial
Other (Leisure)
Industrial
North West
West Midlands
Eastern
Yorkshire and Humberside
West Midlands
Eastern
West Midlands
5.0-7.5
5.0-7.5
5.0-7.5
5.0-7.5
5.0-7.5
5.0-7.5
5.0-7.5
5.0-7.5
19 Commercial Road, Portsmouth Standard Retail South East 5.0-7.5
20 Diamond Business Park, Wakefield
21 Pearl Assurance House, Nottingham
22 Excel 95, Deeside
23 Walkers Lane, St Helens
24 Cedar House, Gloucester
25 Bank Hey Street, Blackpool
26 Brightside Lane, Sheffield
Industrial
Standard Retail
Industrial
Industrial
Offices
Standard Retail
Industrial
Yorkshire and Humberside
East Midlands
Wales
North West
South West
North West
Yorkshire and Humberside
<5.0
<5.0
<5.0
<5.0
<5.0
<5.0
<5.0
27 Bessemer Road, Basingstoke Industrial South East <5.0
28 Magham Road, Rotherham Industrial Yorkshire and Humberside <5.0
29 Pipps Hill Industrial Estate, Basildon
30 Eagle Road, Redditch
31 Vantage Point, Hemel Hempstead
Industrial
Industrial
Offices
Eastern
West Midlands
Eastern
<5.0
<5.0
<5.0
32 Clarke Road, Milton Keynes Industrial South East <5.0
33 Knowles Lane, Bradford
34 Moorside Road, Salford
35 Fargate and Chapel Walk, Sheffield
Industrial
Industrial
Standard Retail
Yorkshire and Humberside
North West
Yorkshire and Humberside
<5.0
<5.0
<5.0

Tenancy Profile

Top Ten Tenants by Passing Rent

Tenant Sector Property Passing
Rental
Income
(£'000)
%of
Portfolio
Total
Passing
Rental
Income
1 GEFCO UK Limited Logistics 2 Geddington Road, Corby 1,320 8.1
2 Plastipak UK Limited Manufacturing Gresford Industrial Estate, Wrexham 883 5.4
3 The Secretary of State Government Body Sandford House, Solihull and Cedar House, Gloucester 832 5.1
4 Ardagh Glass Limited Manufacturing Langthwaite Industrial Estate, South Kirkby 676 4.1
5 Mecca Bingo Limited Leisure London East Leisure Park, Dagenham 625 3.8
6 Egbert H Taylor & Company Limited Manufacturing Oak Park, Droitwich 620 3.8
7 Odeon Cinemas Leisure Odeon Cinema, Southend 535 3.3
8 Sports Direct Retail Barnstaple Retail Park and Bank Hey Street, Blackpool 525 3.2
9 Wyndeham Peterborough Limited Manufacturing Storeys Bar Road, Peterborough 525 3.2
10 Advance Supply Chain (BFD) Limited Logistics Euroway Trading Estate, Bradford 428 2.6

The Company's top ten tenants, listed above, represent 42.6% of the total passing rental income of the portfolio.

Asset Management

Knowles Lane, Bradford - in September 2019, the Company settled a rent review back-dated to September 2018 at this industrial property. The review documents a new passing rent of £182,500, representing a 14% increase on the previous rent and which was also ahead of the valuer's ERV at the date of signing.

Bessemer Road, Basingstoke - in September 2019, a lease extension for a term of six months was completed with HFC Prestige Manufacturing in Basingstoke. Due to the short extension period, a rental level was agreed 46% ahead of the previous passing rent.

Lease Expiry Profile

Approximately £3.36 million of the Company's current contracted income stream is subject to an expiry or break within the 12 month period commencing 1 October 2019. Of this £3.36 million, £940,000 (28%) is already subject to an agreed renewal in principle, either at or above the current level of passing rent. In respect of a further £1.52 million (45%), the Investment Manager is currently engaged in active renewal discussions where tenants are expected to remain in occupation subject to agreeing final lease terms. The Investment Manager expects to engage further tenants in renewal discussion throughout the period. To date, tenants that have served notice to vacate within this period and have made clear that they intend to do so amount to c.£71,000 (2%).

AEW UK Investment Management LLP

27 November 2019

Interim Management Report & Directors' Responsibility Statement

Interim Management Report

The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal risks and uncertainties for the remaining six months of the financial year are set out in the Chairman's Statement and the Investment Manager's Report above.

The principal risks facing the Company are unchanged since the date of the Annual Report and Financial Statements for the year ended 31 March 2019 and continue to be as set out in that report on pages 29 to 34 and Note 20 to the Financial Statements on pages 92 to 95.

Risks faced by the Company include, but are not limited to: property market, property valuation, tenant default, asset management initiatives, due diligence, fall in rental rates, breach of borrowing covenants, interest rate rises, availability and cost of debt, use of service providers, dependence on the Investment Manager, ability to meet objectives, Company REIT status, political/economic risks, market price risk, real estate risk, credit risk and liquidity risk.

Responsibility Statement

We confirm that to the best of our knowledge:

  • the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;
  • the interim management report includes a fair review of the information required by:
  • a. DTR 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
  • b. DTR 4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

On behalf of the Board

Mark Burton Chairman

27 November 2019

Independent Review Report to AEW UK REIT plc

Conclusion

We have been engaged by the Company to review the condensed set of financial statements in the Interim Report & Financial Statements for the six months ended 30 September 2019 which comprises the Condensed Statement of Comprehensive Income, Condensed Statement of Changes in Equity, Condensed Statement of Financial Position, Condensed Statement of Cash Flows and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2019 are not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and the DTR of the UK's Financial Conduct Authority (the "FCA").

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting

matters, and applying analytical and other review procedures. We read the other information contained in the Interim Report & Financial Statements and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The impact of uncertaintiesdue to the UK exiting the European Union on our review

Uncertainties related to the effects of Brexit are relevant to understanding our review of the condensed financial statements. Brexit is one of the most significant economic events for the UK, and at the date of this report its effects are subject to unprecedented levels of uncertainty of outcomes, with the full range of possible effects unknown. An interim review cannot be expected to predict the

unknowable factors or all possible future implications for a company and this is particularly the case in relation to Brexit.

Directors' responsibilities

The Interim Report & Financial Statements is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Report & Financial Statements in accordance with the DTR of the FCA.

The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards as adopted by the EU. The Directors are responsible for preparing the condensed set of financial statements included in the Interim Report & Financial Statements in accordance with IAS 34 as adopted by the EU.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Interim Report & Financial Statements based on our review.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the DTR of the FCA. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

Henry Todd for and on behalf of KPMG LLP CharteredAccountants 15 Canada Square London E14 5GL

27 November 2019

Financial Statements

Condensed Statement of Comprehensive Income for the six months ended 30 September 2019

Period from
1 April 2019 to
30 September
2019
(unaudited)
Period from
1April 2018 to
30 September
2018
(unaudited)
Year ended
31 March
2019
(audited)
Income Notes £'000 £'000 £'000
Rental and other income 3 8,777 8,459 17,183
Property operating expenses 4 (509) (630) (1,462)
Net rental and other income 8,268 7,829 15,721
Other operating expenses 4 (1,004) (970) (2,197)
Operating profit before fair value changes 7,264 6,859 13,524
Change in fair value of investment properties
Gain/(loss) on disposal of investment properties
9
9
(2,407)
44
5,653
(178)
4,184
(482)
Operating profit 4,901 12,334 17,226
Finance expense 5 (742) (656) (1,682)
Profit before tax
Taxation
6 4,159
-
11,678
-
15,544
-
Profit after tax
Other comprehensive income
4,159
-
11,678
-
15,544
-
Total comprehensive income for the period 4,159 11,678 15,544
Earningsper share (pence per share) (basic and diluted) 7 2.74 7.71 10.26

The notes below form an integral part of these condensed financial statements.

Condensed Statement of Changes in Equity

for the six months ended 30 September 2019

For the period 1 April 2019 to
30 September 2019 (unaudited)
Notes Share
capital
£'000
Share
premium
account
£'000
Capital
reserve and
retained
earnings
£'000
Total capital
and reserves
attributable to
ownersof
the Company
£'000
Balance as at 1 April 2019 1,515 49,770 98,171 149,456
Total comprehensive income - - 4,159 4,159
Dividends paid 8 - - (6,062) (6,062)
Balance as at 30 September 2019 1,515 49,770 96,268 147,553
For the period 1 April 2018 to
30 September 2018 (unaudited)
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 April 2018 1,515 49,768 94,751 146,034
Total comprehensive income - - 11,678 11,678
Share issue costs - 3 - 3
Dividends paid 8 - - (6,062) (6,062)
Balance as at 30 September 2018 1,515 49,771 100,367 151,653
For the year ended 31 March 2019 (audited) 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 April 2018 1,515 49,768 94,751 146,034
Total comprehensive income - - 15,544 15,544
Share issue costs - 2 - 2
Dividends paid 8 - - (12,124) (12,124)
Balance as at 31 March 2019 1,515 49,770 98,171 149,456

The notes below form an integral part of these condensed financial statements.

Condensed Statement of Financial Position

as at 30 September 2019

As at
30 As at
As at September 31 March
30 September 2019 2018 2019
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Assets
Non-Current Assets
Investment property 9 193,979 192,519 196,129
193,979 192,519 196,129
Current Assets
Receivables and prepayments 10 7,621 3,394 4,469
Other financial assets held at fair value 11 58 9 162
Cash and cash equivalents 2,012 8,145 2,131
9,691 11,548 6,762
Total assets 203,670 204,067 202,891
Non-Current Liabilities
Interest bearing loans and borrowings 12 (49,528) (49,714) (49,476)
Finance lease obligations 14 (636) (573) (636)
(50,164) (50,287) (50,112)
Current Liabilities
Payables and accrued expenses 13 (5,905) (2,080) (3,275)
Finance lease obligations 14 (48) (47) 48
(5,953) (2,127) (3,323)
Total Liabilities (56,117) (52,414) (53,435)
Net Assets 147,553 151,653 149,456
Equity
Share capital
1,515 1,515 1,515
Share premium account 49,770 49,771 49,770
Capital reserve and retained earnings 96,268 100,367 98,171
Total capital and reserves attributable to equity holdersof the
Company 147,553 151,653 149,456
Net Asset Value per share (pps) 7 97.36 100.06 98.61

The financial statements were approved by the Board of Directors on 27 November 2019 and were signed on its behalf by:

Mark Burton Chairman

The notes below form an integral part of these condensed financial statements.

Condensed Statement of Cash Flows

for the six months ended 30 September 2019

Period from
1 April 2019 to
30 September
2019
(unaudited)
£'000
Period from
1April 2018 to
30 September
2018
(unaudited)
£'000
Year ended
31 March
2019
(audited)
£'000
Cash flows from operating activities
Profit after tax
4,159 11,678 15,544
Adjustment for non-cash items:
Finance expenses
Loss/(gain) from change in fair value of investment property
Realised (gain)/loss on disposal of investment property
Increase in other receivables and prepayments
Increase/(decrease) in other payables and accrued expenses
Net cash generated from operating activities
742
2,407
(44)
(3,152)
2,640
6,752
656
(5,653)
178
(455)
(385)
6,019
1,682
(4,184)
482
(1,318)
587
12,793
Cash flows from investing activities
Additions to investment property
Proceeds from disposal of investment property
Net cash (used in)/generated from investing activities
(257)
44
(213)
(506)
4,508
4,002
(7,945)
6,629
(1,316)
Cash flows from financing activities
Share issue costs
Loan arrangement fees
Premiums on interest rate caps
Finance costs
Dividends paid
-
-
-
(596)
(6,062)
(31)
-
-
(494)
(6,062)
(32)
(294)
(531)
(1,076)
(12,124)
Net cash used in financing activities (6,658) (6,587) (14,057)
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at start of the period/year
Cash and cash equivalents at end of the period/year
(119)
2,131
2,012
3,434
4,711
8,145
(2,580)
4,711
2,131

The notes below form an integral part of these condensed financial statements.

Notes to the Condensed Financial Statements

for the six months ended 30 September 2019

1. Corporate information

AEW UK REIT plc (the 'Company') is a closed ended Real Estate Investment Trust ('REIT') incorporated on 1April 2015 and domiciled in the UK.

The comparative information for the year ended 31 March 2019 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The auditor reported on those accounts. Its report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

2. Accounting policies

2.1 Basisof preparation

These interim condensed unaudited financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU, and should be read in conjunction with the Company's last financial statements for the year ended 31 March 2019. These condensed unaudited financial statements do not include all information required for a complete set of financial statements proposed in accordance with IFRS as adopted by the EU ('EU IFRS'). However, selected explanatory notes have been included to explain events and transactions that are significant in understanding changes in the Company's financial position and performance since the last financial statements. A review of the interim financial information has been performed by the Independent Auditor of the Company for issue on 27 November 2019.

The comparative figures disclosed in the condensed unaudited financial statements and related notes have been presented for both the six month period ended 30 September 2018 and year ended 31 March 2019 and as at 30 September 2018 and 31 March 2019.

These condensed unaudited financial statements have been prepared under the historical-cost convention, except for investment property and interest rate derivatives that have been measured at fair value. The condensed unaudited 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.

New standards, amendments and interpretations

There were a number of new standards and amendments to existing standards which are required for the Company's accounting periods beginning after 1 April 2019, which have been considered and applied. These being:

  • IFRS 16, Leases. In January 2016, the IASB published the final version of IFRS 16 Leases. IFRS specifies how an IFRS reporter will recognise, measure, present and disclose leasing arrangements. The accounting for lessors did not significantly change. For finance lease obligations, the Company is already carrying a right of use asset at fair value so treatment remains in line with prior years in that regard.
  • Amendments to IFRS 9 Prepayment Features with Negative Compensation. This seeks to enable companies to measure at amortised cost some

prepayable financial assets with negative compensation.

  • IFRIC 23, Uncertainty over Income Tax Treatments. This seeks to clarify the application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatment.
  • Amendments to IAS 28 Long Term interests in Associates and Joint Ventures. This seeks to clarify the impact of expected credit loss model in IFRS 9 on any long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in associate or joint venture.
  • Amendments to IAS 19 Plan Amendment, Curtailment or Settlement. This seeks to clarify when an entity is required to determine the current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement.

The Company has applied the new standards and there has been no impact on the financial statements.

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 on or after 1 April 2020 or later. The following are the most relevant to the Company and their impact on the financial statements is as follows:

  • Definition of Material amendments to IAS 1 and IAS 8.
  • Annual improvements to IFRS 2015-2017 Cycle: amendments to IFRS 3 Business Combinations, IFRS 11 Joint Arrangements.

The impact of the adoption of new accounting standards issued and becoming effective for accounting periods beginning on or after 1 April 2020 has been considered and is not considered to be significant.

2.2 Significant accounting judgements and estimates

The preparation of financial statements in accordance with IAS 34 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.

i) Valuation of investment property

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.

2.3 Segmental information

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.

2.4 Going concern

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.

2.5 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are consistent with those applied within the Company's Annual Report and Financial Statements for the year ended 31 March 2019 except for the changes as detailed in note 2.1.

3. Revenue

Period from
1 April 2019 to
30 September
2019
(unaudited)
£'000
Period from
1April 2018 to
30 September
2018
(unaudited)
£'000
Year ended
31 March
2019
(audited)
£'000
Gross rental income received
Other property income
8,777
-
8,456
3
17,179
4
Total rental and other income 8,777 8,459 17,183

Rent receivable under the terms of the leases is adjusted for the effect of any incentives agreed.

4. Expenses

Period from
1 April 2019 to
30 September
2019
(unaudited)
£'000
Period from
1April 2018 to
30 September
2018
(unaudited)
£'000
Year ended
31 March
2019
(audited)
£'000
Property operating expenses 509 630 1,462
Other operating expenses
Investment management fee 665 648 1,302
Auditor remuneration 48 43 98
Operating costs 230 226 675
Directors' remuneration 61 53 122
Total other operating expenses 1,004 970 2,197
Total operating expenses 1,513 1,600 3,659

5. Finance expense

Period from Period from
1 April 2019 to 1April 2018 to Year ended
30 September 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Interest payable on loan borrowings 556 540 1,103
Amortisation of loan arrangement fee 53 71 127
Agency fee payable on loan borrowings - 2 3
Commitment fee payable on loan borrowings 29 26 54
638 639 1,287
Change in fair value of interest rate derivatives 104 17 395
Total 742 656 1,682

6. Taxation

Period from
1 April 2019 Period from
to 1April 2018 Year
30 to ended
September 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Analysisof charge in the period
Profit before tax 4,159 11,678 15,544
Theoretical tax at UK corporation tax standard rate of 19% (30 September 2018: 19%; 31 March 2019:
19%) 790 2,219 2,953
Adjusted for:
Exempt REIT income (1,239) (1,178) (2,249)
Non taxable investment losses/(gains) 449 (1,041) (704)
Total - - -

7. Earningsper share and NAV per share

Period from Period from
1 April 2019 to
30 September
1April 2018 to
30 September
Year ended
31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
EPS:
Total comprehensive income (£'000) 4,159 11,678 15,544
Weighted average number of shares 151,558,251 151,558,251 151,558,251
EPS (basic and diluted) (pence) 2.74 7.71 10.26
EPRA EPS:
Total comprehensive income (£'000) 4,159 11,678 15,544
Adjustment to total comprehensive income:
Change in fair value of investment property (£'000) 2,407 (5,653) (4,184)
(Gain)/loss on disposal of investment property (£'000) (44) 178 482
Change in fair value of interest rate derivatives (£'000)
Total EPRA Earnings (£'000)
104 17 395
EPRA EPS (basic and diluted) (pence) 6,626 6,220 12,237
4.37 4.10 8.07
NAV per share:
Net assets (£'000) 147,553 151,653 149,456
Ordinary Shares 151,558,251 151,558,251 151,558,251
NAV per share (pence) 97.36 100.06 98.61
EPRA NAV per share:
Net assets (£'000) 147,553 151,653 149,456
Adjustments to net assets:
Other financial assets held at fair value (£'000) (58) (9) (162)
EPRANAV (£'000) 147,495 151,644 149,294
EPRA NAV per share (pence) 97.32 100.06 98.51

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 30 September 2019, EPRA NNNAV was equal to IFRS NAV and as such a reconciliation between the two measures has not been presented.

8. Dividendspaid

Period from 1 April 2019 to 30 September 2019

Period from 1April 2018 to 30 September 2018

Year ended 31 March 2019

Dividendspaid during the period £'000 £'000 £'000
Represents two/two/four interim dividends of 2.00 pps each 6,062 6,062 12,124
Period from
1 April 2019 to
30 September
2019
Period from
1April 2018 to
31 October
2018
Year ended
31 March
2019
Dividends relating to the period £'000 £'000 £'000
Represents two/two/four interim dividends of 2.00 pps each 6,062 6,062 12,124

Period from 1 April 2019 to

Dividends paid during the period relate to Ordinary Shares only.

9. Investments

9.a) Investment property

30 September 2019 (unaudited)
Investment
properties
freehold
£'000
Investment
properties
leasehold
£'000
Total
£'000
Period from
1April 2018
to 31 September
2018
(unaudited)
Total
£'000
Year ended
31 March
2019
(audited)
Total
£'000
UK Investment property
As at beginning of period
Additions in the period
Disposals in the period
Revaluation of investment property
159,080
262
-
(2,617)
38,525
(5)
-
805
197,605
257
-
(1,812)
192,342
151
(4,628)
5,665
192,342
7,590
(7,053)
4,726
Valuation provided by Knight Frank 156,725 39,325 196,050 193,530 197,605
Adjustment for rent free debtor
Adjustment for finance lease obligations*
Total Investment property
(2,755)
684
193,979
(1,631)
620
192,519
(2,160)
684
196,129
Change in fair value of investment property
Change in fair value before adjustments for lease incentives
Adjustment for movement in the period:
in value for rent free debtor
(1,812)
(595)
5,665
(12)
4,726
(542)
Gain/(loss) on disposal of the investment property
Net proceeds from disposals of investment property during the period
Cost of disposal
Lease incentives amortised in current period/year
(2,407)
44
-
-
5,653
4,508
(4,628)
(58)
4,184
6,629
(7,053)
(58)
Gain/(loss) on disposal of investment property 44 (178) (482)

* Adjustment in respect of minimum payment under head leases separately included as a liability within the Condensed Statement of Financial Position.

Valuation of investment property

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 (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 flows.

9.b) Fair value measurement hierarchy

The following table provides the fair value measurement hierarchy for non-current assets:

Quoted prices
in active
markets
(Level 1)
£'000
Significant
observable
inputs
(Level 2)
£'000
Significant
unobservable
inputs
(Level 3)
£'000
Total
£'000
Assetsmeasured at fair value
30 September 2019
Investment property
- - 193,979 193,979
30 September 2018
Investment property
- - 192,519 192,519
31 March 2019
Investment property
- - 196,129 196,129

Explanation of the fair value hierarchy:

Level 1 - Quoted prices for an identical instrument in active markets;

Level 2 - Prices of recent transactions for identical instruments and valuation techniques using observable market data; and

Level 3 - Valuation techniques using non-observable data.

There have been no transfers between Level 1 and Level 2 during either period, nor have there been any transfers in or out of Level 3.

Sensitivity analysis to significant changes in unobservable inputswithin Level 3 of the hierarchy The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the entity's portfolios of investment properties are:

1) 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 yield in isolation would result in a lower/(higher) 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 are:

Significant
Fair value Valuation unobservable
Class £'000 technique inputs Range
30 September 2019
ERV £0.50 - £127.00
Investment Property 196,050 Income capitalisation Equivalent yield 5.95% - 9.69%
30 September 2018
Investment Property 193,530 Income capitalisation ERV
Equivalent yield
£1.00 - £127.00
4.23% - 12.09%
31 March 2019
ERV £1.00- £127.00
Investment Property 197,605 Income capitalisation Equivalent yield 5.87% - 10.25%

Where possible, sensitivity of the fair values of Level 3 assets are tested to changes in unobservable inputs to 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.

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, are recorded in profit and loss.

The carrying amount of the assets and liabilities, detailed within the Condensed Statement of Financial Position, is considered to be the same as their fair value.

The tables below sets out a sensitivity analysis for each of the key sources of estimation uncertainty with the resulting increase/(decrease) in the fair value of investment property.

Fair value Change in ERV Change in equivalent yield
£'000 £'000 £'000 £'000 £'000
Sensitivity Analysis +5% -5% +5% -5%
30 September 2019 196,050 204,427 187,935 185,802 207,198
30 September 2018 193,530 200,241 183,820 181,321 203,387
31 March 2019 197,605 205,803 189,720 187,352 208,707
Change in ERV Fair value Change in equivalent yield
£'000 £'000 £'000 £'000 £'000
Sensitivity Analysis +10% -10% +10% -10%
30 September 2019 196,050 213,858 179,153 178,444 217,351
30 September 2018 193,530 208,704 175,911 173,762 213,834
31 March 2019 197,605 215,108 181,156 179,876 219,000

10. Receivables and prepayments

30 September
2019
(unaudited)
£'000
30 September
2018
(unaudited)
£'000
31 March
2019
(audited)
£'000
Receivables
Rent debtor 2,789 1,283 1,477
Allowance for expected credit losses (51) - (39)
Rent agent float account
Other receivables
1,363
481
184
221
92
381
4,582 1,688 1,911
Rent free debtor 2,755 1,631 2,160
Prepayments 284 75 398
Total 7,621 3,394 4,469

The aged debtor analysis of receivables as follows:

30 September 30 September 31 March
2019 2018 2019
£'000 £'000 £'000
Less than three months due 4,257 1,688 1,911
Between three and six months due 325 - -
Total 4,582 1,688 1,911

11. Interest rate derivatives

30 September 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
At the beginning of the period 162 26 26
Interest rate cap premium paid - - 531
Changes in fair value of interest rate derivatives (104) (17) (395)
At the end of the period 58 9 162

The Company is protected from a significant rise in interest rates as it has interest rate caps with a combined notional value of £36.51 million (31 March 2019: £36.51 million), resulting in the loan being 73% hedged (31 March 2019: 73%). These interest rate caps are effective until 19 October 2020. In October 2018, the Company entered into additional interest rate caps on a notional value of £46.51 million at 2.00% covering the extension period of the loan from October 2020 to October 2023.

Fair Value hierarchy

The following table provides the fair value measurement hierarchy for interest rate derivatives:

Assetsmeasured at fair value

Quoted prices
in active
markets
Significant
observable
input
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
Valuation date £'000 £'000 £'000 £'000
30 September 2019 - 58 - 58
30 September 2018 - 9 - 9
31 March 2019 - 162 - 162

The fair value of these contracts are recorded in the Condensed 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 the assets and liabilities, detailed within the Condensed Statement of Financial Position, is considered to be the same as their fair value.

12. Interest bearing loans and borrowings

Bank borrowingsdrawn
30 September 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
At the beginning of the period 50,000 50,000 50,000
Bank borrowings drawn in the period - - -
Interest bearing loans and borrowings 50,000 50,000 50,000
Unamortised loan arrangement fees (472) (286) (524)
At the end of the period 49,528 49,714 49,476
Repayable between two and five years 50,000 50,000 50,000
Bank borrowings available but undrawn in the period 10,000 10,000 10,000
Total facility available 60,000 60,000 60,000

The Company has a £60.00 million (31 March 2019: £60.00 million) credit facility with RBSi of which £50.00 million (31 March 2019: £50.00 million) has been utilised as at 30 September 2019.

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 30 September 2019, the Company's gearing was 25.50% loan to property valuation (31 March 2019: 25.30%).

Under the terms of the loan facility, the Company can draw up to 35% loan to NAV at drawdown. On 9 October 2019, the Company announced that it had completed an amendment to its loan facility, increasing the loan to NAV covenant from 45% to 55% (subject to certain conditions). There are no changes to the margin currently charged under the facility.

Borrowing costs associated with the credit facility are shown as finance costs in note 5 to these financial statements.

13. Payables and accrued expenses

30 September 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Deferred income 3,312 929 1,137
Accruals 1,037 467 1,189
Other creditors 1,556 684 949
Total 5,905 2,080 3,275

14. Finance lease obligations

Finance leases are capitalised at the lease's commencement at 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:

30 September 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Not later than one year 48 47 48
Later than one year but not later than five years 160 152 160
Later than five years 476 421 476
636 573 636
Total 684 620 684

15. Issued share capital

There was no change to the issued share capital during the period. The number of ordinary shares in issue and fully paid remains 151,558,251 of £0.01 each.

16. Transactionswith related parties

As defined by IAS 24 Related Party 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 six months ended 30 September 2019, the Directors of the Company are considered to be the key management personnel. Directors' remuneration is disclosed in note 4.

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.

rate equivalent to 0.9% per annum of NAV (excluding uninvested proceeds from fundraising).

During the period from 1April 2019 to 30 September 2019, the Company incurred £665,344 (six months ended 30 September 2018: £648,247) in respect of investment management fees and expenses of which £664,962 was outstanding at 30 September 2019 (31 March 2019: £328,323).

17. Events after reporting date

Dividend

On 18 October 2019, the Board declared its second interim dividend of 2.00 pps in respect of the period from 1 July 2019 to 30 September 2019. The dividend payment will be made on 29 November 2019 to shareholders on the register as at 1 November 2019. The ex-dividend date was 31 October 2019.

The dividend of 2.00 pps was designated as an interim property income distribution ("PID"). Unless shareholders have elected to receive the PID gross, 20% tax will be deducted at source.

Financing

On 9 October 2019, the Company announced that it had completed an amendment to its loan facility, increasing the loan to NAV covenant from 45% to 55% (subject to certain conditions).

EPRA Performance Measures

Detailed below is a summary table showing the EPRA performance measures of the Company. All EPRA performance measures have been calculated in line with EPRA Best Practices Recommendations Guidelines which can be found at www.epra.com.

MEASUREAND 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.
£6.63 million/4.37 pps
EPRA earnings for the six month period ended
30 September 2019 (six month period ended 30
September 2018: £6.22 million/4.10 pps)
2. EPRA NAV
NAV 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.
£147.50 million/97.32 pps EPRANAV as at 30
September 2019 (At 31 March 2019: £149.29
million/ 98.51 pps)
3. EPRA NNNAV
EPRANAV adjusted to include the fair values of:
(i) financial instruments;
(ii) debt; and
(iii) deferred taxes.
Makes adjustments to EPRANAV to provide
stakeholders with the most relevant information
on the current fair value of all the assets and
liabilities within a real estate company.
£147.55 million/97.36 pps EPRANNNAV as at
30 September 2019
(At 31 March 2019: £149.46 million/98.61 pps)
4.1 EPRA 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 Xcompares with portfolio Y.
7.45%
EPRANIY
as at 30 September 2019
(At 31 March 2019: 7.62%)
4.2 EPRA 'Topped-Up' NIY
This measure incorporates an adjustment to the
EPRANIY 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 Xcompares with portfolio Y.
8.27%
EPRA 'Topped-Up' NIY
as at 30 September 2019
(At 31 March 2019: 8.58%)
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.
3.96%
EPRA vacancy
as at 30 September 2019
(At 31 March 2019: 2.99%)
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.
16.93%
EPRACost Ratio (including direct vacancy cost)
as at
30 September 2019
(At 30 September 2018: 18.68%)
13.76%
EPRACost ratio excluding direct vacancy costs
as at
30 September 2019
(At 30 September 2018: 14.96%)

Calculation of EPRA NIY and 'topped-up' NIY

30 September
2019
£'000
Investment property - wholly-owned
Allowance for estimated purchasers' costs
196,050
13,331
Grossup completed property portfolio valuation 209,381
Annualised cash passing rental income
Property outgoings
16,335
(738)
Annualised net rents 15,597
Rent expiration of rent-free periods and fixed uplifts 1,716
'Topped-up' net annualised rent 17,313
EPRA NIY 7.45%
EPRA 'topped-up' NIY 8.27%

EPRA NIY basisof calculation

EPRANIY 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 30 September 2019, plus an allowance for estimated purchasers' costs. Estimated purchasers' 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.

30 September
2019
£'000
Annualised potential rental value of vacant premises 694
Annualised potential rental value for the completed property portfolio 17,512
EPRA Vacancy Rate 3.96%
30 September
2019
£'000
Administrative/operating expense per IFRS income statement 1,513
Less: Ground rent costs (33)
EPRA Costs (including direct vacancy costs) 1,480
Direct vacancy costs (277)
EPRA Costs (excluding direct vacancy costs) 1,203
Gross Rental Income less ground rent costs 8,744
EPRA Cost Ratio (including direct vacancy costs)
EPRA Cost Ratio (excluding direct vacancy costs)
16.93%
13.76%

Company Information

Share Register Enquiries

The register for the 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 below. 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.

Share Information
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.

Annual and Interim Reports Copies of theAnnual and Interim Reports are available from the Company's website: www.aewukreit.com.

Provisional Financial Calendar

31 March 2020 Year end
June 2020 Announcement of annual results
September 2020 Annual General Meeting
30 September 2020 Half-year end
November 2020 Announcement of interim results

Dividends

The following table summarises the dividends declared in relation to the period:

Interim dividend for the period 1April 2019 to 30 June 2019 (payment made on 30August 2019) 3,031,165 Interim dividend for the period 1 July 2019 to 30 September 2019 (payment to be made on 29 November 2019) 3,031,165 Total 6,062,330

£

Independent Directors Mark Burton (Non-executive Chairman) Bim Sandhu (Non-executive Director) Katrina Hart (Non-executive Director)

Registered Office 6th Floor 65 Gresham Street London EC2V 7NQ

Investment Manager and AIFM AEW UK Investment Management LLP 33 Jermyn Street London SW1Y 6DN

Tel: 020 7016 4880 Website: www.aewuk.co.uk

Property Manager

M J Mapp 180 Great Portland Street London W1W 5QZ

Corporate Broker Liberum Ropemaker Place 25 Ropemaker Street London EC2Y 9LY

Legal Adviser Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU

Depositary Langham Hall UK LLP 8th Floor 1 Fleet Place London EC4M 7RA

Administrator Link Alternative Fund Administrators Limited Beaufort House 51 New North Road Exeter EX4 4EP

Company Secretary Link Company Matters Limited 6th Floor 65 Gresham Street London EC2V 7NQ

Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE

Auditor KPMG LLP 15 Canada Square London E14 5GL

Valuer Knight Frank LLP 55 Baker Street London W1U 8AN

Frequency of NAV publication:

The Company's NAV is released to the London Stock Exchange on a quarterly basis and is published on the Company's website.

National Storage Mechanism

A copy of the Interim Report will be submitted shortly to the National Storage Mechanism ('NSM') and will be available for inspection at the NSM, which is situated at www.morningstar.co.uk/uk/NSM.

LEI: 21380073LDXHV2LP5K50

ISIN: GB00BWD24154 Category Code: IR TIDM: AEWU LEICode: 21380073LDXHV2LP5K50 OAM Categories:1.2. Half yearly financial reports and audit reports/limited reviews Sequence No.: 32012 EQS News ID: 923461

End ofAnnouncementEQS News Service

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