Interim / Quarterly Report • Nov 28, 2024
Interim / Quarterly Report
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Interim Report and Financial Statements for the six months ended 30 September 2024
| Financial Highlights | 1 |
|---|---|
| Property Highlights | 1 |
| Chairman's Statement | 2 |
| Key Performance Indicators | 5 |
| Investment Manager's Report | 9 |
| Principal Risks and Uncertainties | 19 |
| Interim Management Report and Directors' Responsibility Statement | 26 |
| Independent Review Report | 27 |
| Condensed Financial Statements | |
| Condensed Statement of Comprehensive Income | 28 |
| Condensed Statement of Changes in Equity | 29 |
| Condensed Statement of Financial Position | 30 |
| Condensed Statement of Cash Flows | 31 |
| Notes to the Condensed Financial Statements | 32 |
| EPRA Unaudited Performance Measures | 51 |
| Company Information | 59 |
| Glossary | 61 |

* See KPIs on pages 5 to 8 for definition of alternative performance measures.
** See glossary on pages 61 to 64 for definition of alternative performance measures.
1 The valuation figure is reconciled to the fair value under IFRS in note 11.
I open my first Chairman's Statement by thanking the former Chairman, Mark Burton, for his effective oversight ofthe Company since its inception, and to thank him on behalf of all stakeholders.
With the UK and US elections behind us, and the Bank of England implementing two rate cuts, there are plenty of political and economic eventsto digest,some ofwhichwill have a direct, or at least indirect, impact on UK commercial property in the short to medium term. There are always eventsto respond to,which iswhy good investment management anticipates and respondsto these in an effectiveway.
The six-month period to September 2024 sawthe economic and political pressuresthat have constrained the UK commercial real estate market begin to subside. The period commencedwith April 2024 marking the end of an 11-month run of consecutive valuation declines at the property level. The MSCI/AREFUK PFI All Balanced Open-Ended Funds Quarterly Property Index ("the Index") delivered a modest total return of 2.7% forthe period, driven almost entirely by an income return of 2.4%,which has been most evident in the retail warehousing and industrialsectors. Thissame theme has been amplified in the Company's portfolio,which delivered a strong income return of 4.5%. Despite the relatively muted economic backdrop, the Company's portfolio has delivered good capital growth of 4.4% during the same period,well exceeding the Index's average of 0.4%. Overall, the Company has delivered a total return of 9.1% forthe period,significantly outperforming the benchmark.
The Company's underlying property performance has translated into a NAV total return of 10.1% during the period, compared to the peer group average of -1.3%. The Company'srelative outperformance istestament to its value-focused strategy ofinvesting in mispriced assetswhere income can be grown, and value created, through active asset management. This continuesto be at the centre ofthe Company'sinvestment philosophy.

Benchmark – MSCI/AREF UK PFI Balanced Funds Quarterly Property Index Benchmark
As a result ofimproved shareholdersentiment towardsthe UK real estate sector, there has been a positive re-rating in the Company's share price. The Company's shares produced a shareholder total return of 19.4% for the period, strengthened by consistent payment of its two pence quarterly dividend,whichwasfully covered by EPRA EPS for both quarters. The Company'ssharestraded at an average discount to NAV of 12.8% during the period, compared to the UK diversified REIT peer group average of 29.6%. We expect that the Company's long-term track record of outperformance and robust strategy should continue to assist itsshare price recovery, and relative discount to NAVversusits peers, as market attitude continuesto improve.
This has been a quiet period oftransactional activity forthe Company, with no acquisitions being made, and only one disposal completing during the first half ofthe year, being Oak Park Industrial Estate, Droitwich. This asset was sold for £6.30 million, delivering a circa 33% premium to the 31 March 2024 valuation. The sale price achieved for Droitwich is encouraging for the Company's other industrial holdings, where the average book value of £45 persq. ft. and an average passing rent of £3.71 per sq. ft. at 30 September 2024 are relatively low. The Company'sindustrial portfolio,with a reversionary yield of 8.86%, versus an initial yield of 7.56%, is alsowell placed to benefit from the ongoing trend of rental growth in the sector.
A distinctstrength ofthe Company's active asset management approach isthat despite subdued transactional activity,symptomatic of wider commercial property investment market conditions, the Company has been able to produce strong capital and income growth by investing in the existing portfolio, ratherthan relying on disposals and acquisitionsto deliverthis.
Source: MSCI 30 September 2024
Investing in the existing portfolio has meantthatthe first half ofthe financial yearhas been characterised by a numberofsignificant lettings, most notably at the Company's retail warehousing assets, with the sector recording quarterly valuation increases of 5.34% and 8.87% in June and September,respectively. Prominent examplesinclude lettingsto The Salvation Army at Central SixRetail Park, Coventry; Tenpin at The RailwayCentre,Dewsbury; and Farmfoods at Barnstaple Retail Park. These three lettings have increased the portfolio's annual contracted rent by £643,470 per annum, while also mitigating potential void property costs. These lettings contributed to the Company's excellent earnings growth during the period (2.17 pence forthe Septemberquarter, versus 1.88 pence forthe March quarter), and have also been responsible for fuelling capital growth.
In accordancewith the Company'sstrategy of delivering totalreturn through active asset management, capital cash reserves of circa £11.2m at period-end have largely been allocated to furthernear-term asset managementinitiatives. These are expected to drive further capital and income growth in several ofthe portfolio's assets. Most ofthe cash reserves are being held in a high-interestrate deposit account to minimise the impact of cash drag.
| Six months ended 30 September |
Six months ended 30 September |
Year ended 31 March |
|
|---|---|---|---|
| 2024 | 2023 | 2024 | |
| Operating profit before fair value changes and gains on disposals (£'000) |
8,904 | 6,627 | 13,363 |
| Operating profit (£'000) | 17,417 | 8,110 | 10,861 |
| Profit before tax (£'000) | 16,638 | 7,162 | 9,090 |
| Earnings per share (basic and diluted) (pence)* | 10.30 | 4.52 | 5.71 |
| EPRA Earnings per share (basic and diluted) (pence)* | 4.43 | 3.58 | 7.29 |
| Ongoing Charges (%) | 1.54 | 1.50 | 1.60 |
| Net Asset Value per share (pence)* | 109.05 | 106.00 | 102.73 |
| EPRA Net Tangible Assets per share (pence)* | 109.05 | 106.00 | 102.73 |
* see note 9 of the Financial Statements for the corresponding calculations. See the Investment Manager's Report for further explanation of performance in the period.
I am delighted that the Company's market leading performance and practices have been recognised in three awards received during the period. The Company has once again been awarded by EPRA, the European Public Real Estate Association, a gold medal for its high standard of financial reporting, and for the first time, a gold medal forstandards ofsustainability reporting, improving on the previously awarded silver medal. The Company also won the 'Listed Funds' category in the 2023 MSCI UK Property Investment Awards, an award given to the listed fund displaying the highest annualised three-year total property return for the three years to 31 December 2023.
These awards recognise the skill, hard work and dedication that is put into running the Company, particularly by the Company's Investment Manager, AEW.
The Board and Investment Manager are confident that the Company is well positioned to benefit from the recent improvement in sentiment towards the UK real estate sector. We are pleased to have delivered two successive quarters of fully covered dividends during the period, evidencing the effectiveness of the Company's active asset management approach in delivering strong rental income growth, while also managing costs.
We expect that the portfolio will continue to be resilient, despite a prolonged period of macroeconomic uncertainty. We continue to have conviction in the Company's investment strategy, especially in its ability to identify and execute cross-sector counter-cyclical moves, and translate them into sustainable shareholder value.
Earnings performance remains a focus for the coming quarters. Ongoing asset management initiatives at Union Street, Bristol, and Sarus Court, Runcorn, are expected to provide furthersupport to income streams in the future. Value and earnings enhancement derived from capital recycling of lower yielding asset sales, or properties where asset management initiatives have concluded, into higher yielding assets, continues to be an opportunity for the Company, and will hopefully be supported by improving market conditions.
In the near term, the Board and Investment Managerwill adopt a cautious approach towards managing the Company, while markets digest the recent UK and US elections, as well as the Autumn Budget. With two interest rate cuts actioned by the Bank of England this year, the outlook for commercial property values is broadly more positive than it was a year ago, and we will ensure that the Company is optimally positioned to capitalise on this for the benefit of its shareholders.
Robin Archibald Chairman 27 November 2024
| KPI AND DEFINITION | RELEVANCE TO STRATEGY | TARGET | PERFORMANCE |
|---|---|---|---|
| 1. EPRA NIY^ A representation to investors 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 Company's EPRA NIY demonstrates the ability to generate income from its portfolio in the short-term in order to meet its target dividend. |
7.50 – 10.00% | 8.13% at 30 September 2024 (31 March 2024: 8.02%). |
| 2. True Equivalent Yield^ The average weighted return a property will produce according to the present income and estimated rental value ('ERV') assumptions, assuming the income is received quarterly in advance. |
The Company's True Equivalent Yield demonstrates the Company's ability to generate income, both from its existing leases and its ERVs, in order to meet its target dividend. |
7.50 – 10.00% | 8.81% at 30 September 2024 (31 March 2024: 8.91%). |
| 3. Reversionary Yield^ The expected return the propertywill provide once rack rented. |
A ReversionaryYield profile shows a potentially sustainable income stream that can be used to meet dividends past the expiry of a property's current leasing arrangements. |
7.50 – 10.00% | 8.64% at 30 September 2024 (31 March 2024: 8.77%). |
| 4. WAULT to expiry^ The average lease term remaining to expiry across the portfolio, weighted by contracted rent. |
The Investment Manager believesthat current market conditions present an opportunity whereby assets with a shorter unexpired lease term are often mispriced. It is also the Investment Manager's viewthat a shorterWAULT is useful for active asset management, particularly in certain growth sectors such as warehousing, as it allows the Investment Managerto engage in direct negotiationwith tenantsratherthan via rent review mechanisms. |
>3 years | 5.90 years at 30 September 2024 (31 March 2024: 5.60 years). |
| KPI AND DEFINITION | RELEVANCE TO STRATEGY | TARGET | PERFORMANCE |
|---|---|---|---|
| 5. WAULT to break^ The average lease term remaining to break, across the portfolio weighted by contracted rent. |
The Investment Managerbelieves opportunities exist where assets with a shorter unexpired lease term are often mispriced. As such, itisin linewith the InvestmentManager's strategy to acquire propertieswith aWAULT that is generally shorter than the benchmark. Itis also the Investment Manager's viewthat a shorterWAULT is useful for active asset management, asit allowsthe Investment Manager to engage in direct negotiation with tenantsratherthanvia rentreview mechanisms. |
>3 years | 4.49 years at 30 September 2024 (31 March 2024: 4.27 years). |
| 6. NAV NAV is the value of an entity's assets minus the value of its liabilities. |
Provides stakeholders with the most relevant information on the fair value of the assets and liabilities of the Company. |
Increase year-on-year | £172.76 million at 30 September 2024 (31 March 2024: £162.75 million). |
| 7. Leverage (Loan to GAV)^ The proportion of the Company's gross assets that is funded by borrowings. |
The Company aims to utilise borrowings to enhance returns. A target of 25% Loan to GAV isstated in the Company'sInvestment Guidelines. |
25% | 24.87% at 30 September 2024 (31 March 2024: 28.97%). |
| 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 isto minimise vacancy ofthe properties. A lowlevel ofstructural vacancy provides an opportunity forthe Company to capture rental uplifts and manage the mix of tenants within a property. |
<10.00% | 6.77% at 30 September 2024 (31 March 2024: 6.38%) |
| KPI AND DEFINITION | RELEVANCE TO STRATEGY | TARGET | PERFORMANCE |
|---|---|---|---|
| 9. Dividend^ Dividends declared in relation to the year. The Company targets a dividend of8.00 pence per Ordinary Share per annum. |
The dividend reflects the Company's ability to deliver a sustainable income stream and realised capital profits from its portfolio. |
4.00 pps (six month period to 30 September) |
4.00 pps for the six months to 30 September 2024. This supports an |
| However, given the current general economic uncertainty, regard will be had to the circumstances prevailing atthe relevanttime in determining dividend payments. |
annualised target of 8.00 pps (six months to 30 September 2023: 4.00 pps). |
||
| 10. Ongoing Charges^ The ratio of annualised 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. The Investment Manager presents this measure to provide investors with a clear picture of operational costs involved in running the Company. |
<1.50% | 1.54% for the six months to 30 September 2024 (six months to 30 September 2023: 1.50%). |
| 11. Profit before tax ('PBT') PBT is a profitability measure which considers the Company's profit before the payment of corporation tax. |
The PBT is an indication ofthe Company's financial performance forthe period inwhich its strategy is exercised. |
4.00 pps(six month period to 30 September) |
£16.64 million/ 10.50 pps for the six months to 30 September 2024 (six months to 30 September 2023: £7.16 million/4.52 pps). |
| KPI AND DEFINITION | RELEVANCE TO STRATEGY | TARGET | PERFORMANCE |
|---|---|---|---|
| 12. Shareholder Total Return^ The percentage change in the share price assuming dividends are reinvested to purchase additional Ordinary Shares. |
Thisreflectsthe return seen by shareholders on their shareholdings through share price movements and dividendsreceived and reinvested. |
8.00% per annum | 19.35% for the six months to 30 September 2024 (six months to 30 September 2023: 11.00%). |
| 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 towhich current dividend |
Thisreflectsthe Company's ability to generate earnings from the portfolio which underpins dividends. |
4.00 pps (six month period to 30 September) |
4.43 pps for the six months to 30 September 2024 (six months to 30 September 2023: 3.58 pps). |
^ Alternative Performance Measure
payments are supported by earnings. See note 9.
This report provides Alternative Performance Measures ("APMs") which are not defined orspecified under the requirements of International Financial Reporting Standards. We believe these APMs provide readers with important information on our business. Further explanation of APMs and why we use them is set out in EPRA unaudited performance measures.
Despite uncertainty continuing in thewider economy, valuesin UK commercial property remained largely stable during the six months to 30 September 2024, with some yield tightening across all the retail sub-sectors, as well as industrials. There continues to be pricing discovery for offices,with most investorsruling the sector out offavour. There has been a noticeable increase in activity and improvement in investorsentiment post the general election. With the Bank of England making its first cutsto interest ratesin August and November, andwith the US election nowbehind us, investment volumes, and subsequently valuations, are expected to increase in H2 2024. There remainsstrong continued investorfocus on rental growth and assetswhich satisfy ESG requirements. Positive rental growth across all marketsectorsshould enhance UK property total returns going into 2025.
Investor confidence isreturning and there is a renewed ability to successfully target and place capital in the sector. H1 2024 investment volumestotalled £4.3 billion and although belowH1 2023, thisrepresents a 32% improvement on H2 2023 and is higherthan the 10-year pre-pandemic H1 average. This momentum is expected to continue into 2025,with investors buoyed by the stability ofthe occupational market and the rental growth story, which despite being more moderate than that enjoyed in recent years, is still forecast to be circa 3% per annum for 2025 (IPFConsensus Retail Growth Forecast, May 2024). We believe that the Company'sindustrial portfolio,with a lowaverage passing rent of £3.71 persq. ft. and a reversionary yield of 8.86% (initial yield of 7.56%),will bewell placed to benefit. The Company completed its only sale during the period from the sector, being Oak Park Industrial Estate in Droitwich, for a 33% premium to the March 2024 valuation.
Values in the retail sector, in particular out-of-town retail and food stores, fared well during the period, highlighting the continued divergence in performance between the high-street and shopping centres. The Company'sretailwarehousing sectorrecorded quarterly valuation upliftsin June and September of 5.34% and 8.87% respectively, principally driven by asset management gains. Despite the narrative suggesting an easing of consumer pressure and improving confidence,with inflation returning to more 'normalised' levels, increasing spending power did not translate into retailsales,whichwere disappointing. Improving occupational dynamics and growing confidence in fair and reflective pricing is driving investorsentiment,with thistrend expected to continue into 2025. This bodeswell for the Company, with 40% ofthe portfolio allocated to the retailsector. The period sawsignificant lettings at the Company'sretail warehousing parksin Coventry, Dewsbury and Barnstaple, and high-street asset in Bristol, amounting to a combined total annual rent of £738,470. Two ofthese fourlettingswere to leisure operators(Tenpin and Roxy Lanes), illustrating the benefits of a more flexible planning system in facilitating awider variety of usesin town and city centres.
Acrossthe national office market, transaction volumestotalled £337 million in Q2 2024. Thiswas 5% belowvolumesin Q1 2024, 53% belowQ2 2023, and forthe second quarterrunning, representsthe lowest quarterly volume recorded since 2009. Some entrepreneurial buyers are calling the bottom ofthe market,while most ofthe investor market continuesto rule the sector out offavour. Occupational uncertainty remains acrossthe sector, as businesses continue to transition to newworking patterns. Tenants have also become more discerning,with occupiers nowwishing to benefit from strong sustainability credentials aswell assurrounding amenities and top-quality space. With the focus on a relatively narrowsection ofthe market, competition has pushed prime rental values across many regional markets. Bristol,where the Company holds one office asset in Queen's Square, hasseen year-on-yearrental growth of 27%. This is encouraging,with the Company due to commence a refurbishment project ofthe reception and part ofthe officesin H2. Serviced office providers have been active in H1 2024, accounting for 10% oftotal take-up. Greater demand forshort-term serviced space is chiefly being generated by occupiers deferring decisions while considering a longer-term occupational strategy.
Acrossthe alternative sectors, visibility of performance in trading updatesis key to investor demand. With hospitality and leisure spend strongerthan retail according to Barclaycard data, it is unsurprising thatwe are seeing expansionwithin the sector. During the period, the Company completed two newleisure lettings at Dewsbury,where Tenpin took a 25-yearlease, and Union Street, Bristol,where Roxy Lanes expanded its existing space into the first floor. The billing ofthree years ofHollywood Bowl'sturnoverrent, amounting to £276,120, at London East Leisure Park, Dagenham, is also testament to the current popularity of bowling and the corresponding attractiveness of bowling operators astenants,with bowling being a market leaderfor experiential leisure spend in the post-Covid era. We find the leisure sector attractive on a selective basis, particularly for assetsthat offer a superiorincome return and occupy largerland holdings, orsitesin urban areasthat can often be underpinned by alternative use values, most likely residential.
The Company's NAV as at 30 September 2024 was £172.76 million or 109.05 pps (31 March 2024: £162.75 million or 102.73 pps). This represents an increase of 6.32 pps or 6.15% overthe six-month period,with the underlying movement in NAV set out in the table below:

EPRA EPS forthe periodwas 4.43 pence,which based on dividends paid of 4.00 pps, reflects a dividend cover of 110.75%. The increase in dividend cover compared to the priorsix-month period has arisen due to the recognition ofindemnity income (note 3), aswell asthe completion of numerous earnings-accretive asset management transactions,which have resulted in income generation and void cost mitigation.
The Company's near-term focus continuesto be progressing its pipeline of asset management initiativeswhich are expected to drive further capital and income growth in several ofthe portfolio's assets.
As at 30 September 2024, the Company has a £60.00 million loan facility with AgFe, in place until May 2027, the details of which are presented below:
| 30 September 2024 | 31 March 2024 | ||
|---|---|---|---|
| Facility | £60.00 million | £60.00 million | |
| Drawn | £60.00 million | £60.00 million | |
| Gearing (Loan to GAV) | 24.87% | 28.97% | |
| Gearing (Loan to NAV) | 34.73% | 36.87% | |
| Interest rate | 2.959% fixed | 2.959% fixed |
In the year to 30 September 2024, the Company outperformed the benchmark in total return terms across all property sectors, demonstrating the benefits of an actively managed portfolio. Thiswas driven by capital growth outperformance in allsectors and income return outperformance in allsectors aside from offices.

12 month weighted contribution to returns
Source: MSCI 30 September 2024
The following tables illustrate the composition of the portfolio in relation to its properties, tenants and income streams:
| Sector | Number of assets |
Valuation (£m) |
Area (sq ft) |
Vacancy by ERV (%) |
WAULT to break (years) |
Gross passing rental income (£m) |
Gross passing rental income (£psf) |
ERV (£m) |
ERV (£psf) |
Rental income (£m) |
Like for-like rental growth* (£m) |
Like for-like rental growth* % |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Industrial | 13 | 75.82 | 1,692,187 | 7.19 | 3.02 | 6.28 | 3.71 | 7.74 | 4.58 | 3.11 | (0.22) | (6.96) |
| Retail | ||||||||||||
| Warehouse | 5 | 53.68 | 444,973 | 1.41 | 6.53 | 4.55 | 10.22 | 4.55 | 10.23 | 2.33 | 0.41 | 21.35 |
| Standard retail | 6 | 31.82 | 243,960 | 10.80 | 3.50 | 3.27 | 13.39 | 3.36 | 13.76 | 1.53 | (0.35) | (18.72) |
| Alternative | 5 | 29.07 | 228,171 | 0.00 | 7.03 | 3.13 | 13.72 | 2.47 | 10.84 | 1.64 | (0.19) | (12.18) |
| Office | 3 | 25.25 | 125,318 | 15.63 | 2.25 | 2.06 | 16.49 | 2.75 | 21.92 | 0.96 | (0.12) | (11.11) |
| Portfolio | 32 | 215.64 | 2,734,609 | 6.77 | 4.49 | 19.29 | 7.06 | 20.87 | 7.63 | 9.57 | (0.47) | (4.90) |
| Number of assets |
Valuation (£m) |
Area (sq ft) |
Vacancy by ERV (%) |
WAULT to break (years) |
passing rental income (£m) |
passing rental income (£psf) |
ERV (£m) |
ERV (£psf) |
Rental income (£m) |
for-like rental growth* (£m) |
for-like rental growth* % |
|---|---|---|---|---|---|---|---|---|---|---|---|
| (10.47) | |||||||||||
| 4 | 43.83 | 416,451 | 1.80 | 4.76 | 3.59 | 8.62 | 3.56 | 8.54 | 2.05 | 0.19 | 11.24 |
| (4.08) | |||||||||||
| 4 | 21.05 | 326,419 | 0.81 | 2.29 | 2.00 | 6.13 | 2.06 | 6.32 | 0.93 | 0.01 | 1.09 |
| 3 | 18.65 | 235,268 | 13.11 | 4.89 | 1.36 | 5.78 | 1.77 | 7.50 | 0.66 | (0.10) | (13.16) |
| 2 | 14.97 | 319,010 | 0.00 | 8.48 | 1.27 | 4.00 | 1.36 | 4.27 | 0.61 | (0.03) | (4.69) |
| 1 | 11.00 | 102,400 | 0.00 | 8.28 | 1.09 | 10.63 | 0.78 | 7.66 | 0.69 | (0.15) | (26.79) |
| 2 | 8.10 | 74,351 | 0.00 | 1.22 | 1.13 | 15.26 | 0.78 | 10.47 | 0.45 | (0.01) | (2.17) |
| 1 | 3.60 | 28,219 | 0.00 | 2.94 | 0.41 | 14.46 | 0.38 | 13.44 | 0.19 | (0.03) | (13.64) |
| 1 | 2.10 | 26,341 | 0.00 | 3.64 | 0.22 | 8.26 | 0.22 | 8.26 | 0.10 | – | – |
| 32 | 215.64 | 2,734,609 | 6.77 | 4.49 | 19.29 | 7.06 | 20.87 | 7.63 | 9.57 | (0.47) | (4.90) |
| 7 7 |
57.50 34.84 |
635,587 570,563 |
15.31 3.79 |
3.47 5.49 |
4.97 3.25 |
7.82 5.70 |
6.28 3.68 |
9.88 6.46 |
2.48 1.41 |
(0.29) (0.06) |
* like-for-like rental growth excludes turnover rents and is for the six months ended 30 September 2024.
Source: Knight Frank/AEW, 30 September 2024.
| Property – Top 10 | Sector | Region | Market Value Range (£m) |
|
|---|---|---|---|---|
| 1 | Central Six Retail Park, Coventry | Retail warehouses | West Midlands | 25.0 – 30.0 |
| 2 | Gresford Industrial Estate, Wrexham | Industrial | Wales | 10.0 – 15.0 |
| 3 | Northgate House, Bath | Standard retail | South West | 10.0 – 15.0 |
| 4 | Cambridge House, Bath | Other offices | South West | 10.0 – 15.0 |
| 5 | London East Leisure Park, Dagenham | Other | Rest of London | 10.0 – 15.0 |
| 6 | 40 Queen Square, Bristol | Other offices | South West | 10.0 – 15.0 |
| 7 | Tanner Row, York | Other | Yorkshire and Humberside | 10.0 – 15.0 |
| 8 | Arrow Point Retail Park, Shrewsbury | Retail warehouses | West Midlands | 7.5 – 10.0 |
| 9 | Apollo Business Park, Basildon | Industrial | Eastern | 5.0 – 7.5 |
| 10 | Barnstaple Retail Park, Barnstaple | Retail Warehouses | South West | 5.0 – 7.5 |
The Company'stop ten propertieslisted above comprise 54.5% ofthe total value ofthe portfolio.
| Property | Sector | Region | Market Value Range (£m) |
|
|---|---|---|---|---|
| 11 | Units 1001-1004, Sarus Court, Runcorn | Industrial | North West | 5.0 – 7.5 |
| 12 | 15-33 Union Street, Bristol | Standard retail | South West | 5.0 – 7.5 |
| 13 | Storey's Bar Road, Peterborough | Industrial | Eastern | 5.0 – 7.5 |
| 14 | Cuerden Way, Preston | Retail warehouses | North West | 5.0 – 7.5 |
| 15 | Brockhurst Cresent, Walsall | Industrial | West Midlands | 5.0 – 7.5 |
| 16 | Westlands Distribution Park, Weston Super Mare | Industrial | South West | 5.0 – 7.5 |
| 17 | The Railway Centre, Dewsbury | Retail warehouses | Yorkshire and Humberside | 5.0 – 7.5 |
| 18 | Mangham Road, Rotherham | Industrial | Yorkshire and Humberside | 5.0 – 7.5 |
| 19 | Walkers Lane, St Helens | Industrial | North West | 5.0 – 7.5 |
| 20 | Diamond Business Park, Wakefield | Industrial | Yorkshire and Humberside | 5.0 – 7.5 |
| 21 | Next, Bromley | Standard retail | South East | 5.0 – 7.5 |
| 22 | 710 Brightside Lane, Sheffield | Industrial | Yorkshire and Humberside | < 5.0 |
| 23 | Odeon Cinema, Southend | Other | Eastern | < 5.0 |
| 24 | Pearl House, Nottingham | Standard retail | East Midlands | < 5.0 |
| 25 | Cedar House, Gloucester | Other offices | South West | < 5.0 |
| 26 | Eagle Road, Redditch | Industrial | West Midlands | < 5.0 |
| 27 | Pipps Hill Industrial Estate, Basildon | Industrial | Eastern | < 5.0 |
| 28 | 69-75 Above Bar Street, Southampton | Standard Retail | South East | < 5.0 |
| 29 | Bridge House, Bradford | Industrial | Yorkshire and Humberside | < 5.0 |
| 30 | JD Gyms, Glasgow | Other | Scotland | < 5.0 |
| 31 | Pryzm, Cardiff | Other | Wales | < 5.0 |
| 32 | 11/15 Fargate, Sheffield | Standard Retail | Yorkshire and Humberside | < 5.0 |
Sector and Geographical Allocation by Market Value as at 30 September 2024

Source: Knight Frank valuation report as at 30 September 2024.
| Top Ten Tenants | ||||||
|---|---|---|---|---|---|---|
| Tenant | Sector | Property | Passing Rental Income (£'000) |
% of Portfolio Total Contracted Rental Income |
||
| 1 | Plastipak UK Limited | Industrial | Gresford Industrial Estate, Wrexham | 975 | 5.1 | |
| 2 | NCP | Other | Tanner Row, York | 733 | 3.8 | |
| 3 | Walstead Peterborough Limited | Industrial | Storey's Bar Road, Peterborough | 725 | 3.8 | |
| 4 | Next | Retail | Next, Bromley | 697 | 3.6 | |
| 5 | Matalan | Retail warehouse | Matalan, Preston | 651 | 3.4 | |
| 6 | Mecca Bingo Ltd | Other | London East Leisure Park, Dagenham | 584 | 3.0 | |
| 7 | Odeon Cinemas | Other | Odeon Cinema, Southend-on-sea | 535 | 2.8 | |
| 8 | Poundland Ltd | Retail | Various | 516 | 2.7 | |
| 9 | Bath Northgate House Centre Ltd | Retail | Northgate House, Bath | 491 | 2.5 | |
| 10 | Senior Architectural Systems Ltd | Industrial | Mangham Road, Rotherham | 410 | 2.1 |
The Company'stop ten tenants, listed above, represent 32.8% of the total passing rental income of the portfolio.
Source: Knight Frank valuation report as at 30 September 2024.
Acquisitions – There were no acquisitions completed during the period.
Disposals – On 24 July 2024, the Company completed on the sale of Oak Park Industrial Estate for £6.30 million, reflecting a net initial yield of 7.95% and a capital value of £33 persq ft. A sale at this price represents a circa 33% premium to the 31 March 2024 valuation.
Following three new lettings, which added £272,000 of annual rental income, the property was fully let. The business plan put in place forthe property had been completed, and the decisionwas made to sell the asset aswe believed that value overthe medium term had been maximised.
The industrial estatewas bought in December 2015 for £5,625,000, reflecting a 10.4% net initial yield and a capital value of £30 per sq ft. The estatewas originally single let to Egbert H Taylor& Co Limited (trading as Taylor Bins), a strong tenant covenantwith a WAULT to expiry of approximately seven years. The tenant hassince downsized on the estate.
Barnstaple Retail Park, Barnstaple (retail warehouse) – The Company completed a newletting ofUnit 2, formerly let to Sports Direct, to Farmfoods Limited. Farmfoods have taken a 15-yearlease,with a tenant break option at the expiry ofthe tenth year, at a rent equivalent to an ERV of £125,000 per annum (£13.00 per sq ft).
Therewill be an open market rent reviewat the end ofthe fifth and tenth years. No rent-free incentivewas given, but the unit's externals were refurbished by the Company,with the cost anticipated to be recovered through a dilapidationssettlementwith the formertenant.
Carr Coatings, Redditch (industrial) – The Company settled Carrs Coatings Ltd's August 2024 annual uncapped RPI rent reviewat £304,809 per annum (£8.02 per sq ft), representing a £10,461 per annum (circa 3.6%) increase.
The unit is single-let to Carrs Coatings Ltd until August 2028. The lease was entered into as a sale and leaseback in 2008 at an initial starting rent of £170,300 per annum (£4.50 per sq ft).
Central Six Retail Park, Coventry (retail warehousing) – The Company completed a leasewith newtenant, Salvation Army Trading Company Ltd, forUnit 12.
The tenant entered a newlease expiring in November 2032,with a tenant only break option in year five, at a rent of £140,000 per annum (£13.97 persq ft). The letting includes a nine-month rent-free incentive.
London East Leisure Park, Dagenham (leisure) – Following a protracted exchange of correspondencewith The Original Bowling Company Limited (trading as Hollywood Bowl), three years ofturnoverrent has been billed for 2021, 2022 and 2023 equating to £276,120 (£92,040 per annum).
Pearl House, Nottingham (retail) – The company completed a lease renewal with MSR Newsgroup, whose lease expired in December 2023.
A five-yearlease extensionwas agreedwith no incentive at £14,000 per annum, versus an ERV of £12,250 per annum.
Sarus Court, Runcorn (industrial) – The Company completed a speculative refurbishment project of units 1001 and 1003, formerly let to CJ Services.
Theworks comprised roofimprovements, respraying of external elevations, internalstrip-out and decoration, and replacing M&E servicesto improve the EPC ratingsto a B.
The cost oftheworkswas £807,742, excluding professional fees. It is anticipated that the Companywill crystalise significant rental growth from the previousrent following the units being re-let.
Storey's Bar, Peterborough (industrial) – The Company settled Walstead Peterborough Limited'sthree-yearly RPI rent review(2% collar and 4% cap) at £724,861 per annum (£3.94 persq ft), an £80,462 per annum (12.5%) increase on the previous passing rent of £644,399 per annum (£3.50 per sq ft).
Despite this notable uplift, the single-let industrial unit is still considered under-rented with an ERV greater than £4.00 per sq ft
The Railway Centre, Dewsbury (retail warehouse) – Having previously exchanged an agreement forleasewith leisure operator, Tenpin Limited, to take a new25-yearlease ofthe formerMecca Bingo space, the Company completed the lease on 17 September.
The lease is guaranteed forthe duration ofthe term by Tenpin Entertainment Limited, previously Ten Entertainment Group plc,which was acquired byUS private equity firm, Trive Capital, in February 2024 for £287 million. The lease has a tenant break option in year 17.5, at a rent of £378,470 per annum (£13.59 per sq ft),with five-yearly compounded CPI reviews(1% collar and 3% cap).
At the time ofMecca Bingo vacating, the unit had an ERV of £8.00 persq ft. A £1,565,000 capital contributionwas given as a tenant incentive,with the Company carrying out £653,000 oflandlord strip-out and enablingworks(£368,000 net ofthe Mecca dilapidations settlement).
Tenpin comprises 53venues acrosstheUKand provides customerswith a diverse range of activitiesincluding bowling, video arcades, escape rooms, karaoke, lasertag, pool, table tennis, and soft play. The quarterly valuation upliftwas 59% following completion ofthe letting.
Union Street, Bristol (retail) – Having completed subdivisionworksto the formerWilko unit,separating the ground and basement levelsfrom the first floor, the Company completed a newletting to Roxy Lanes(Bristol) Ltd (Roxy),who already occupy the second floor of the building.
Roxy entered into a newlease until 2036, conterminouswith their existing lease ofthe second floor,with no tenant break options. The rent,whichwill be reviewed to RPI (1.50% collar and 4.0% cap, compounded annually) in 2026 and 2031, is £95,000 per annum (£10.55 per sq ft) and is guaranteed by Roxy Leisure Holdings Ltd.
Roxywas granted a 12-month rent free period and a £95,000 capital contribution as a letting incentive. The remaining ground and basement levels ofthe formerWilko continue to be marketed.
Westlands Distribution Park, Weston-Super-Mare (industrial) – The company completed a lease renewal with a gym operator, The Hench Fish Ltd, at Unit 3. A three-yearlease extensionwas agreedwith mutual break optionsin the first and second year. The newrent agreed is £15,500 per annum, an uplift of £5,500 per annum (55%) on the previous passing rent of £10,000 per annum.
The Company has maintained itstwo stars Global Real Estate Sustainability Benchmark ('GRESB') rating for 2024, aswell asincreasing itsscore from 67 to 68 (GRESB PeerGroup Average-69). A large portion ofthe GRESB score relatesto performance data coverage where, due to the high percentage of single-let assets with tenant procured utilities, the Company does not score as well as Funds with a smaller holding of single-let assets and a higher proportion of multi-let assets, where the landlord is responsible for the utilities and can therefore gatherthe relevant data.
We continue to implement our plan to improve overall data coverage and data collection for all utilitiesthrough increased tenant engagement at oursingle-let assets. Thisincludes a current project to automate tenant data collection via online platformssuch as Perse and Metrey, therefore reducing reliance on manual data collection.
Where the opportunity presentsitselfthrough a lease event,we endeavourto include green clausesin leases, covenanting landlord and tenant to collaborate overthe environmental performance ofthe property. Green clausesseek to improve data coverage by ensuring tenants provide regular and appropriate utility consumption data.
Other keyGRESB improvement opportunitiesto action forH2 2024 include expanding the Company'stenant and community engagement programs and measures,such as fit-out and refurbishment programsthat are ESG-minded.
We continue to assess and strengthen our reporting and alignment against the framework set out by the TCFD with further disclosure provided in the 2024 annual report and accounts. We are pleased to report that the Company hasimproved itsrating for EPRA Sustainability Best Practices Recommendations('sBPR') for ESG disclosure and transparency from a silverrating to a gold rating.
The Company has an Asset Sustainability Action Plan ('ASAP') initiative, tracking ESG initiatives acrossthe portfolio on an asset-by-asset basisfortargeted implementation of ESG improvements. In doing so,we ensure all possible sustainability initiatives are considered and implementedwhere physically and economically viable. As at 30 September 2024, 280 initiatives have been completedwithin the portfolio, with a further 100 actions planned or in progress. Current feasibility assessments include the installation of a wellbeing garden at 40 Queen Square and PV panels at London East Leisure Park.
Following a significant emissionsreduction from assetswithin the portfolio during 2023 (-33.8% vs. the 2018 baseline),we took the decision to increase the reduction target from 15% to 40% by 2030, equating to a planned saving ofroughly 76 extra tonnes of carbon. Emissionsforthe first half of 2024 reflect further progress,with a 12% reduction vs. the same period during 2023. All managed assets and units have been contracted to High QualityGreen Tariffs, ensuring that electricity supply isfrom renewable sources and contributing to the continued reduction in emissions.
The Company is committed to ensuring compliancewith MEES regulationswhich first came into effect from April 2018,when it became unlawful to grant new leases of commercial property with an EPC of below an 'E' rating. From 1 April 2023, existing leases certifiedwith an 'F' or'G' rating also became unlawful, even ifthe leasewas granted priorto the MEES Regulations coming into effect. As at the end of the period, the Company had five unitswith draft EPC 'G' ratings,with the majority ofthe Company's assets(approximately 93% based on the portfolio's ERV) being MEES compliant. Three ofthese five G-rated units are anticipated to become vacantshortly,with their demolition planned in the medium term to enable open storage lettings. The remaining two units are currently vacant and are therefore not in breach of MEES. To mitigate future MEES risk, the Company will continue to undertake its gap analysis, identifying assets that fall belowthe MEES regulations, andwill either need an improvement plan implemented to achieve an 'E' rating or better, or an exemption lodged,where applicable. The Company regardsitsrelatively short WAULT (to break and expiry) as an opportunity to proactively engage with its existing tenants at lease eventsto improve the energy performance ofits assets, aswell asin the event of a vacancy.
We have recently completed the refurbishment oftwo industrial units at Sarus Court, Runcorn comprising approximately 30,000 sq. ft. together. The refurbishmentworks have comprised: removing the gassupply, installing newLED lighting throughout both units controlled by PIR sensors, installing splitsystem air-conditioning unitswithin the office accommodation and installing newelectric panel heaters within the circulation and welfare facilities. The EPC scores for the two units prior to the refurbishment works being undertaken are C58 and D83. Following theworks completing, the units have been reassessedwith the EPC ratingsimproving to B34 and B47 respectively.

Source: Knight Frank valuation report as at 30 September 2024.
Approximately £3.66 million of the Company's current contracted income stream is subject to an expiry or break within the 12-month period commencing 1 October 2024. Wewill proactively manage these leases nearing expiry, looking to unlock capital upside,whether that be through lease regears/renewals, orthrough refurbishment/capex projects and newlettings.
27 November 2024
The Company's assets consist ofUK commercial property. Its principal risks are therefore related to the commercial property market in general, but also to the particular circumstances ofthe individual properties and the tenantswithin the properties.
The Board has overall responsibility forreviewing the effectiveness ofthe system ofrisk management and internal controlwhich is operated by the Investment Manager. The Company's ongoing risk management processis designed to identify, evaluate, and mitigate the significant risksthe Company faces.
At least twice a year, the Board undertakes a formal risk reviewwith the assistance ofthe Audit Committee, to assessthe adequacy and effectiveness ofthe Investment Manager and otherservice providers' risk management and internal control processes. The Audit Committee isresponsible forreviewing the principal and emerging risksfacing the Company and, in liaisonwith the Investment Manager, advisesthe Board on these risks. Stated movementsin the probability orimpact ofrisksisin comparison to the prior year end.
The Board has carried out a robust assessment ofthe principal and emerging risksfacing the Company, including those thatwould threaten its business model, future performance,solvency orliquidity.
An analysis ofthe principal risks and uncertaintiesisset out below. The risks belowdo not purport to be exhaustive assome risks are not yet known and some risks are currently not deemed material but could turn out to be material in the future.

The matrix above illustratesthe Company's assessment ofthe impact and probability ofthe principal risksidentified.
| Principal risks and their potential impact | How risk is managed | Risk assessment |
|---|---|---|
| REAL ESTATE RISKS | ||
| 1. Property market | ||
| 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. |
The Company hasinvestment restrictionsin place to invest and manage its assetswith the objective ofspreading and mitigating risk. |
Probability: High |
| Impact: Moderate to High | ||
| Also, the Company's portfolio is diversified in terms of tenant mix, sector and geography, which further mitigates market risk. |
Movement: No change | |
| These risks could have a material adverse effect on the ability ofthe Company to achieve itsinvestment objective. |
||
| 2. Property valuation | ||
| Property and property-related assets are | The Company uses an independent | Probability: Low |
| inherently difficult to value due to the individual nature of each property. |
external valuer(Knight Frank LLP) to value the properties at fair value in accordance with accepted RICS appraisal and valuation standards. |
Impact: High |
| There may be an adverse effect on the Company's profitability, NAV and the price of Ordinary Shares in cases where property valuations have been materially misstated. |
Movement: No change | |
| 3. Tenant default | ||
| Failure by tenantsto fulfil theirrental | Comprehensive due diligence is undertaken | Probability: High |
| obligations could affect the income that the properties earn and the ability of the Company to pay dividendsto itsshareholders. |
on all newtenants. Tenant covenant checks are carried out on all new tenants where a defaultwould have a significantimpact. |
Impact: Moderate to High |
| Movement: No change | ||
| The asset management team conducts ongoing monitoring and liaison with tenants to manage potential bad debt risk. |
||
| 4. Asset management initiatives | ||
| Asset managementinitiatives,such as | Costs incurred on asset management initiatives are closely monitored against |
Probability: Low to Moderate |
| refurbishmentworks, may prove to be more extensive, expensive and take longerthan budgets and reviewed in regular anticipated. Cost overruns mayhave a material presentationsto the Investment adverse effect on the Company's profitability, Management Committee of the the NAV and the share price. Investment Manager. |
Impact: High | |
| Movement: No change |
| Principal risks and their potential impact | How risk is managed | Risk assessment |
|---|---|---|
| REAL ESTATE RISKS (continued) | ||
| 5. Due diligence | ||
| Due diligence may not identify all the risks | The Company's due diligence relies on | Probability: Low |
| and liabilities in respect of an acquisition (including any environmental,structural |
work (such as legal reports on title, property valuations, environmental and building |
Impact: Moderate |
| or operational defects) that may lead to a material adverse effect on the Company's profitability, the NAV and the price ofthe Company's Ordinary Shares. |
surveys) outsourced to third partieswho have expertise in their areas. Such third parties have professional indemnity coverin place. |
Movement: No change |
| 6. Fall in rental rates | ||
| Rentalrates maybe adverselyaffected by | The Company builds a diversified property and tenant base with subsequent monitoring of concentration to individual occupiers(top 10 tenants) and sectors (geographical and sector exposure). |
Probability: Moderate |
| generalUKeconomic conditions and other factors that depress rental rates, including |
Impact: Moderate to High | |
| localfactorsrelating to particularproperties/ locations (such as increased competition). |
Movement: No change | |
| Any fall in the rental rates for the Company's properties mayhave a material adverse effect on theCompany's profitability,theNAV,the price of the Ordinary Shares and the Company's ability to meet interest and capital repayments |
The Investment Manager holds quarterly meetingswith itsInvestment Strategy Committee and regularly meetsthe Board of Directors to assess whether any changes in the market present risks that should be |
addressed in the Company's strategy.
on any debt facilities.
Material adverse changesin valuations and net income may lead to breaches in the Loan to Value ('LTV') and interest coverratio covenants.
The Company monitors the use of borrowings on an ongoing basis through weekly cash flowforecasting and quarterly risk monitoring to monitor financial covenants.
It is acknowledged thatsignificant headroom currently existsfor both loan covenants.
The Investment Managerwill maintain a close relationshipwith itsloan finance provider, AgFe, to ensure continuing dialogue around covenants.
Probability: Low
Impact: Moderate to High
Movement: No change
| Principal risks and their potential impact | How risk is managed | Risk assessment |
|---|---|---|
| BORROWING RISKS (continued) | ||
| 8. Availability and cost of debt | ||
| In tandem with any future growth of the | The Company maintains a good relationship | Probability: Low |
| Company, additional debt funding would be considered. It is acknowledged that |
with the lender providing the term credit facility. |
Impact: Moderate |
| the current interest rate environment may constrain the availability and financial viability of further debt funding. |
The Company monitors the projected usage and covenants ofthe credit facility on an ongoing basis. |
Movement: No change |
| The Company actively monitorsthe loan term and engages in loan extension negotiations farin advance of expiry. |
The Company has no employees and is reliant upon the performance ofitsInvestment Manager and otherthird party service providers. Failure by the Investment Manager and/or any service providerto 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. The future ability of the Company to successfully pursue its investment objective and investment policy may, among other things, depend on the ability ofthe Investment Managerto retain its existing staffand/orto recruit individuals of similar experience and calibre.
The Investment Manager has endeavoured to ensure that the principal members of its management team are suitably incentivised.
The performance ofservice providers in conjunctionwith theirservice level agreementsis monitored via regular calls and face-to-face meetings and the use of key performance indicators,where relevant.
Probability: Moderate to High Impact: Moderate
Movement: No change
| Principal risks and their potential impact | How risk is managed | Risk assessment |
|---|---|---|
| CORPORATE RISKS (continued) | ||
| 10. Failure to meet objectives | ||
| The Companymaynot meetitsinvestment | The Company has an investment policy to achieve a balanced portfoliowith a diversified asset and tenant base. The Company also hasinvestment restrictionsin place to limit exposure to potential risk factors. The Investment Manager has extensive experience in navigating market volatility. |
Probability: High |
| objective to deliver an attractive totalreturn to shareholdersfrom investing predominantly in |
Impact: Moderate to High | |
| a portfolio of smaller commercial properties in the United Kingdom. |
Movement: No change | |
| Poorrelative totalreturn performance may lead to an adverse reputational impactthat affectsthe Company's ability to raise new capital. |
||
| The Companymaynot pay itstarget dividend. | ||
| 11. Business interruption | ||
| Cyber attacks on the Investment Manager's and/or otherservice providers' IT systems could lead to disruption, reputational damage, regulatory (including GDPR) or financial lossto the Company. |
The Investment Manager and otherservice providers'staffare capable ofworking remotely for an extended time period. |
Probability: Low to Moderate |
| Impact: Moderate | ||
| The Investment Manager's and otherservice providers' IT systems are protected by anti virussoftware and firewallsthat are updated regularly. |
Movement: No change |
Fire protection and access security procedures exist at all the Company's managed properties, alongwith the offices ofitsInvestment Manager and otherservice
providers.
| Principal risks and their potential impact | How risk is managed | Risk assessment |
|---|---|---|
| TAXATION RISKS | ||
| 12. Company REIT status | ||
| The Company has a UK REIT statusthat | The Company monitors REIT compliance | Probability: Low |
| provides a tax-efficient corporate structure. If the Company failsto remain a REIT forUK tax |
through the Investment Manager on acquisitions; the Administrator on asset and |
Impact: Moderate to High |
| purposes, its profits and gainswill be subject | distribution levels; the Registrar and Broker | |
| to UK corporation tax. | on shareholdings and the use of third-party | Movement: No change |
| Any change to the tax status orUK tax legislation could impact on the Company's ability to achieve itsinvestment objectives |
tax advisersto monitor REIT compliance requirements. |
and provide attractive returnsto
shareholders.
Political and macroeconomic events present risksto the real estate and financial markets that affect the Company and the business of itstenants. The level of uncertainty thatsuch events bring has been highlighted in recent times, most pertinently the effects ofthe Ukrainewar.
In addition, the current inflationary environment continuesto drive-up energy and commodity prices.
This might further damage consumer and investorsentiment asreal income andwealth levels are reduced.
The Board considersthe impact of political and macroeconomic eventswhen reviewing strategy.
Probability: High
Impact: Moderate to High
Movement: No change
| Principal risks and their potential impact | How risk is managed | Risk assessment |
|---|---|---|
| POLITICAL/ECONOMIC RISKS (continued) | ||
| 14. Environmental transition risk | ||
| Failure to identify and mitigate the transition risk for climate change could lead to the Company holding stranded assets and lead to a negative impact on itsreputation. Failure by the Company to meet required regulatory standards could lead to increased stakeholder concern and negative feedback. |
The Company has engaged specialist environmental consultantsto advise the Board on compliancewith regulatory requirements and adopting best practice where possible. All prospective acquisitions and asset management initiatives are influenced by environmental assessments undertaken by the Company, such as ensuring they are in conformance with the Minimum Energy Efficiency Standard ('MEES') Regulations. All assets have an Asset Sustainability Action Plan ('ASAP') initiative, which tracks environmental initiatives across the portfolio on an asset-by-asset basisfortargeted, relevant and specific implementation of environmental improvements. |
Probability: Moderate Impact: Moderate Movement: No Change |
The risk of physical damage to properties as a result of environmental factorssuch as flooding and natural fires. In the long- term, changesin climate and/orweathersystems may mean properties become unviable to tenants.
The Company obtains environmentalsurveys for all acquisitions, which mitigate the short-term risk of climate-related damage to properties owned. The Investment Manager's asset management team perform regular site visitsto the Company's propertiesin order to continually assess the physical risk posed to them. This includes climate resilience assessments.
Probability: Low
Impact: Moderate to High
Movement: No Change
The important eventsthat have occurred during the period underreview, the key factorsinfluencing the financialstatements and the principal risks and uncertaintiesforthe remaining six months ofthe financial year are set out in the Chairman's Statement on pages 2 to 4, the Investment Manager's Report on pages 9 to 18 and the Principal Risks and Uncertainties on pages 19 to 25.
We confirm that to the best of our knowledge:
On behalf ofthe Board
27 November 2024
Based on ourreview, nothing has come to our attention that causes usto believe that the condensed set of financialstatementsin the half-yearly financial report forthe six months ended 30 September 2024 is not prepared, in all material respects, in accordancewith UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules ofthe United Kingdom's Financial Conduct Authority.
We have been engaged by the company to reviewthe condensed set of financialstatementsin the half-yearly financial report forthe six months ended 30 September 2024which comprisesthe Condensed Statement of Comprehensive Income, the Condensed Statement of Changes in Equity, the Condensed Statement of Financial Position, the Condensed Statement of Cash Flows and the related notes to the Condensed Financial Statements.
We conducted ourreviewin accordancewith Revised International Standard on ReviewEngagements(UK) 2410,"ReviewofInterim Financial Information Performed by the Independent Auditor ofthe Entity"("ISRE (UK) 2410 (Revised)"). A reviewofinterim financial information consists of making enquiries, primarily of personsresponsible for financial and accounting matters, and applying analytical and otherreviewprocedures. A reviewissubstantially lessin scope than an audit conducted in accordancewith International Standards on Auditing (UK) and consequently does not enable usto obtain assurance thatwewould become aware of allsignificant mattersthat might be identified in an audit. Accordingly,we do not express an audit opinion.
As disclosed in note 2, the annual financialstatements ofthe company are prepared in accordancewith UK adopted international accounting standards. The condensed set of financialstatementsincluded in this half-yearly financial report has been prepared in accordancewith UK adopted International Accounting Standard 34,"Interim Financial Reporting.
Based on ourreviewprocedures,which are less extensive than those performed in an audit as described in the Basisfor conclusion section ofthisreport, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting orthat the directors have identified material uncertaintiesrelating to going concern that are not appropriately disclosed.
This conclusion is based on the reviewprocedures performed in accordancewith ISRE (UK) 2410 (Revised), howeverfuture events or conditions may cause the company to cease to continue as a going concern.
The directors are responsible for preparing the half-yearly financial report in accordancewith the Disclosure Guidance and Transparency Rules ofthe United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible for 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 the directors eitherintend to liquidate the company orto cease operations, or have no realistic alternative but to do so.
In reviewing the half-yearly report,we are responsible for expressing to the Company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on proceduresthat are less extensive than audit procedures, as described in the Basisfor Conclusion paragraph ofthisreport.
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the DisclosureGuidance and TransparencyRules oftheUnited Kingdom's FinancialConductAuthorityand forno otherpurpose. No person is entitled to relyon thisreport unlesssuch a person is a person entitled to relyupon thisreport byvirtue ofand forthe purpose ofour terms ofengagement orhas been expresslyauthorised to do so byourpriorwritten consent. Save as above,we do not acceptresponsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Chartered Accountants London, UK
27 November 2024
BDO LLP is a limited liability partnership registered in England and Wales(with registered numberOC305127).
for the six months ended 30 September 2024
| Period from 1 April 2024 to 30 September |
Period from 1 April 2023 to 30 September |
Year ended 31 March |
||
|---|---|---|---|---|
| Notes | 2024 (unaudited) £'000 |
2023 (unaudited) £'000 |
2024 (audited) £'000 |
|
| Income | ||||
| Rental and other property income | 3 | 10,913 | 11,243 | 24,345 |
| Property operating expenses | 4 | (2,023) | (2,879) | (6,861) |
| Impairment release/(loss) on trade receivables | 12 | 469 | (304) | (1,208) |
| Other income | 3 | 1,056 | – | – |
| Net rental and other income | 10,415 | 8,060 | 16,276 | |
| Other operating expenses | 5 | (1,511) | (1,433) | (2,913) |
| Operating profit before fair value changes and gains on disposals |
8,904 | 6,627 | 13,363 | |
| Change in fair value of investment properties | 11 | 7,031 | (163) | (4,350) |
| Realised gains on disposal of investment properties | 11 | 1,482 | 1,646 | 1,848 |
| Operating profit | 17,417 | 8,110 | 10,861 | |
| Change in fair value of financial assets through profit and loss |
– | (6) | (12) | |
| Finance income | 6 | 194 | 26 | 177 |
| Finance expense | 7 | (973) | (968) | (1,936) |
| Profit before tax | 16,638 | 7,162 | 9,090 | |
| Taxation | 8 | (313) | – | (42) |
| Profit after tax | 16,325 | 7,162 | 9,048 | |
| Other comprehensive income | – | – | – | |
| Total comprehensive profit for the period | 16,325 | 7,162 | 9,048 | |
| Earnings per share (pence) | ||||
| (basic and diluted) | 9 | 10.30 | 4.52 | 5.71 |
for the six months ended 30 September 2024
| For the period 1 April 2024 to 30 September 2024 (unaudited) |
Notes | Share capital £'000 |
Share premium account £'000 |
Capital reserve and retained earnings* £'000 |
Treasury shares £'000 |
Total capital and reserves attributable to owners of the Company £'000 |
|---|---|---|---|---|---|---|
| Balance as at 1 April 2024 | 1,587 | 56,578 | 104,852 | (265) | 162,752 | |
| Total comprehensive income | – | – | 16,325 | – | 16,325 | |
| Other distribution | – | – | 21 | – | 21 | |
| Dividends paid | 10 | – | – | (6,337) | – | (6,337) |
| Balance as at 30 September 2024 | 1,587 | 56,578 | 114,861 | (265) | 172,761 | |
| Share | Capital reserve and |
Total capital and reserves attributable to |
||||
| Share | premium | retained | Treasury | owners of | ||
| For the period 1 April 2023 to | capital | account | earnings* | shares | the Company | |
| 30 September 2023 (unaudited) | Notes | £'000 | £'000 | £'000 | £'000 | £'000 |
| Balance as at 1 April 2023 | 1,587 | 56,578 | 109,201 | (265) | 167,101 | |
| Total comprehensive income | – | – | 7,162 | – | 7,162 | |
| Dividends paid | 10 | – | – | (6,337) | – | (6,337) |
| Balance as at 30 September 2023 | 1,587 | 56,578 | 110,026 | (265) | 167,926 | |
| Share | Share premium |
Capital reserve and retained |
Treasury | Total capital and reserves attributable to owners of |
||
| For the year ended 31 March 2024 | capital | account | earnings* | shares | the Company | |
| (audited) | Notes | £'000 | £'000 | £'000 | £'000 | £'000 |
| Balance at 1 April 2023 | 1,587 | 56,578 | 109,201 | (265) | 167,101 | |
| Total comprehensive income | – | – | 9,048 | – | 9,048 | |
| Other distribution | – | – | (723) | – | (723) | |
| Dividends paid | 10 | – | – | (12,674) | – | (12,674) |
| Balance as at 31 March 2023 | 1,587 | 56,578 | 104,852 | (265) | 162,752 |
* The capital reserve has arisen from the cancellation of part of the Company's share premium account and is a distributable reserve.
as at 30 September 2024
| As at 30 September 2024 |
As at 30 September 2023 |
As at 31 March 2024 |
||
|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | ||
| Notes | £'000 | £'000 | £'000 | |
| Assets | ||||
| Non-Current Assets | ||||
| Investment property | 11 | 186,638 | 210,305 | 181,040 |
| Receivables and prepayments | 12 | 3,991 | 3,213 | 3,267 |
| 190,629 | 213,518 | 184,307 | ||
| Current Assets | ||||
| Investment property held for sale Receivables and prepayments |
11 12 |
24,793 11,387 |
5,934 9,798 |
26,086 10,625 |
| Cash and cash equivalents | 14,471 | 6,442 | 11,397 | |
| Other financial assets held at fair value | – | 6 | – | |
| 50,651 | 22,180 | 48,108 | ||
| Total assets | 241,280 | 235,698 | 232,415 | |
| Non-Current Liabilities | ||||
| Interest bearing loans and borrowings | 13 | (59,719) | (59,609) | (59,663) |
| Lease obligations | 15 | (174) | (174) | (174) |
| (59,893) | (59,783) | (59,837) | ||
| Current Liabilities | ||||
| Payables and accrued expenses Lease obligations |
14 15 |
(8,613) (13) |
(7,976) (13) |
(9,813) (13) |
| (8,626) | (7,989) | (9,826) | ||
| Total Liabilities | (68,519) | (67,772) | (69,663) | |
| Net Assets | 172,761 | 167,926 | 162,752 | |
| Equity | ||||
| Share capital | 1,587 | 1,587 | 1,587 | |
| Treasury shares | (265) | (265) | (265) | |
| Share premium account | 56,578 | 56,578 | 56,578 | |
| Capital reserve and retained earnings | 114,861 | 110,026 | 104,852 | |
| Total capital and reserves attributable to | ||||
| equity holders of the Company | 172,761 | 167,926 | 162,752 | |
| Net Asset Value per share (pence) | 9 | 109.05 | 106.00 | 102.73 |
| EPRA Net Tangible Assets per share (pence) | 9 | 109.05 | 106.00 | 102.73 |
The condensed financialstatements on pages 28 to 50were approved by the Board ofDirectors on 27November 2024 and were signed on its behalf by:
Robin Archibald Chairman AEW UK REIT plc Company number: 09522515
for the six months ended 30 September 2024
| Period from 1 April 2024 to 30 September 2024 (unaudited) £'000 |
Period from 1 April 2023 to 30 September 2023 (unaudited) £'000 |
Year ended 31 March 2024 (audited) £'000 |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax | 16,638 | 7,162 | 9,090 |
| Adjustment for: | |||
| Finance income | (194) | (26) | (177) |
| Finance costs | 973 | 968 | 1,936 |
| Loss from change in fair value of other financial assets (Gain)/loss from change in fair value of investment property |
– (7,031) |
6 163 |
12 4,350 |
| Realised gains on disposal of investment properties | (1,482) | (1,646) | (1,848) |
| Increase in other receivables and prepayments | (1,504) | (4,481) | (3,458) |
| (Decrease)/increase in other payables and accrued expenses |
(1,432) | 1,034 | 1,821 |
| Net cash generated from operating activities | 5,968 | 3,180 | 11,726 |
| Cash flows from investing activities | |||
| Purchase of and additions to investment properties | (2,024) | (24,552) | (25,135) |
| Disposal of investment properties | 6,250 | 20,716 | 24,528 |
| Finance income | 194 | 26 | 177 |
| Net cash generated from/(used in) investing activities | 4,420 | (3,810) | (430) |
| Cash flows from financing activities | |||
| Paid on sale of interest rate cap | – | (6) | – |
| Finance costs | (964) | (900) | (1,823) |
| Dividends paid | (6,350) | (6,337) | (12,391) |
| Net cash flow used in financing activities | (7,314) | (7,243) | (14,214) |
| Net increase/(decrease) in cash and cash equivalents | 3,074 | (7,873) | (2,918) |
| Cash and cash equivalents at start of the period/year | 11,397 | 14,315 | 14,315 |
| Cash and cash equivalents at end of the period/year | 14,471 | 6,442 | 11,397 |
for the six months ended 30 September 2024
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.
These interim condensed unaudited financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the UK, and should be read in conjunction with the Company's last financial statements for the year ended 31 March 2024. These condensed unaudited financial statements do not include all information required for a complete set of financial statements proposed in accordance with International Accounting Standards as adopted by the UK. 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.
The financial information contained in this Interim Report and Financial Statements for the six months ended 30 September 2024 and the comparative information for the year ended 31 March 2024 does not constitute statutory accounts as defined in sections 435(1) and (2) of the Companies Act 2006. Statutory accounts for the year ended 31 March 2024 have been delivered to the Registrar of Companies. 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.
A review of the interim financial information has been performed by the Auditor of the Company for issue on 27 November 2024. 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 2023 and year ended 31 March 2024 and as at 30 September 2023 and 31 March 2024.
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.
The Company has considered and applied the following new standards and amendments to existing standards which are required for the accounting period beginning on 1 April 2024:
for the six months ended 30 September 2024
The Company has applied the new standards and there has been no significant 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 2025 or later. The Company has not early adopted any of these new or amended standards, which include:
The Directors have yet to assess the full outcome of these new standards, amendments and interpretations, however with the exception of IFRS 18 these other new standards, amendments and interpretations are not expected to have a significant impact on the Company's financial statements.
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.
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. Further detail in respect to the fair valuations of investment property is included within Note 11.
The Board of Directors retains overall control of the Company but the Investment Manager (AEW UK Investment Management LLP) has certain authorities and fulfils the function of allocating resource to, and assessing the performance of the Company's operating segments and is therefore considered to be the Chief Operating Decision Maker ('CODM'). In accordance with IFRS 8, the Company considers each of its properties to be an individual operating segment. The CODM allocates resources, and reviews the performance of, the Company's portfolio on a property-by-property basis and discrete financial information is available for each individual property.
These operating segments have similar economic characteristics and, as such, are aggregated into one reporting segment, being investment in property and property-related investments in the UK.
The Directors assessed the Company's ability to continue as a going concern, which takes into consideration the current economic uncertainty, as well as the Company's cashflows, financial position, liquidity and borrowing facilities.
for the six months ended 30 September 2024
At period end, the Company had £14.47 million of cash at bank. The Company's existing AgFe loan is a £60.00 million facility with a five-year term, expiring in May 2027. This is priced as a fixed rate loan with a total interest cost of 2.959% and associated 10% projected debt yield and 60% loan to value covenants.
In October 2024, the Company made its loan covenant reporting submission to AgFe, based on the September 2024 Knight Frank valuation, reporting a loan to value of 31.18% and a debt yield of 27.93%. There was significant headroom on both covenants.
The Company benefits from a secure, diversified income stream from a tenancy profile which is not overly reliant on any one tenant or sector, which reduces risk. The Directors also noted that:
Taking this into consideration, the Directors have reviewed a number of scenarios over 12 months from the date of approval of these financial statements, including a worst-case plausible downside scenario which makes the following assumptions:
In the above scenario, the Company is forecasted to generate a positive cash flow before dividend payments.
The forecasts also show compliance with borrowing covenants in the foreseeable future.
Given the Company's substantial headroom against its borrowing covenants, the Directors believe that the Company is well placed to manage its financing and business risks, including those associated with continued inflation and global economic uncertainty. The Directors are confident that the Company will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore the financial statements have been prepared on a going concern basis.
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 2024 except for the changes as detailed in note 2.1.
for the six months ended 30 September 2024
| Period from | Period from | ||
|---|---|---|---|
| 1 April 2024 to | 1 April 2023 to | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Rental income | 9,565 | 9,433 | 19,888 |
| Service charge income | 661 | 898 | 2,899 |
| Insurance income | 611 | 564 | 1,171 |
| Dilapidation income received | 68 | 285 | 323 |
| Other property income | 8 | 8 | 9 |
| Lease surrender income | – | 55 | 55 |
| Total Rental and other property income | 10,913 | 11,243 | 24,345 |
| Other income* | 1,056 | – | – |
| Total rental and other income | 11,969 | 11,243 | 24,345 |
* As detailed in the March 2024 Annual Report, the Company identified in the prior year that certain historic dividends had been declared as ordinary dividends when they should have been declared as Property Income Distributions ("PIDs"). The Investment Manager had (without admission of liability) agreed to fully indemnify the Company for any losses it incurred as a result of rectifying this, thereby ensuring that the Company's NAV would not ultimately be impacted. This indemnification was provided in return for an assignment of any claims the Company has against other parties. The indemnity income has been recognised in the period as a result of the indemnity agreement being finalised and signed.
| Period from | Period from | |
|---|---|---|
| 1 April 2024 to | 1 April 2023 to | Year ended |
| 30 September | 30 September | 31 March |
| 2024 | 2023 | 2024 |
| (unaudited) | (unaudited) | (audited) |
| £'000 | £'000 | £'000 |
| 661 | 898 | 2,899 |
| 611 | 564 | 1,171 |
| 502 | 326 | 989 |
| 249 | 1,091 | 1,802 |
| 2,023 | 2,879 | 6,861 |
for the six months ended 30 September 2024
| Period from | Period from | ||
|---|---|---|---|
| 1 April 2024 to | 1 April 2023 to | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Investment management fee | 729 | 680 | 1,391 |
| Operating costs | 542 | 578 | 1,134 |
| Audit remuneration | 120 | 67 | 192 |
| Directors remuneration | 84 | 74 | 162 |
| ISRE 2410 review (interim review fee) | 36 | 34 | 34 |
| Total other operating expenses | 1,511 | 1,433 | 2,913 |
| Year ended | ||
|---|---|---|
| 30 September | 30 September | 31 March |
| 2024 | 2023 | 2024 |
| (unaudited) | (unaudited) | (audited) |
| £'000 | £'000 | £'000 |
| 194 | 26 | 177 |
| 194 | 26 | 177 |
| Period from 1 April 2024 to |
Period from 1 April 2023 to |
for the six months ended 30 September 2024
| Period from | Period from | ||
|---|---|---|---|
| 1 April 2024 to | 1 April 2023 to | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Interest payable on loan borrowings | 890 | 890 | 1,780 |
| Amortisation of loan arrangement fee | 64 | 63 | 127 |
| Other loan expenses | 12 | – | – |
| Bank charges | 1 | 1 | 1 |
| 967 | 954 | 1,908 | |
| Interest expense on lease liabilities | 6 | 14 | 28 |
| Total | 973 | 968 | 1,936 |
| Period from | Period from | ||
|---|---|---|---|
| 1 April 2024 to | 1 April 2023 to | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Tax charge comprises: | |||
| Corporation tax payable | 313 | – | 42 |
| Analysis of charge in the period | |||
| Profit before tax | 16,638 | 7,162 | 9,090 |
| Theoretical tax at UK corporation tax standard rate of 25.00% (30 September 2023: 25.00%; 31 March 2024: 25.00%) |
4,159 | 1,791 | 2,273 |
| Adjusted for: | |||
| Exempt REIT income | (2,031) | (1,420) | (2,898) |
| Non taxable investment (gains)/losses | (2,128) | (371) | 625 |
| Corporation tax payable | 313 | – | 42 |
| Total | 313 | – | 42 |
for the six months ended 30 September 2024
| Period from | Period from | ||
|---|---|---|---|
| 1 April 2024 to 30 September |
1 April 2023 to 30 September |
Year ended 31 March |
|
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| Earnings per share: | |||
| Total comprehensive income (£'000) | 16,325 | 7,162 | 9,048 |
| Weighted average number of shares | 158,424,746 | 158,424,746 | 158,424,746 |
| Earnings per share (basic and diluted) (pence) | 10.30 | 4.52 | 5.71 |
| EPRA earnings per share: | |||
| Total comprehensive income (£'000) | 16,325 | 7,162 | 9,048 |
| Adjustment to total comprehensive income: | |||
| Change in fair value of investment property (£'000) | (7,031) | 163 | 4,350 |
| Realised gain on disposal of investment property (£'000) | (1,482) | (1,646) | (1,848) |
| Other income | (1,056) | – | – |
| Corporation tax charge on other income | 264 | – | – |
| Total EPRA earnings (£'000) | 7,020 | 5,679 | 11,550 |
| EPRA earnings per share (basic and diluted) (pence) | 4.43 | 3.58 | 7.29 |
| NAV per share: | |||
| Net assets (£'000) | 172,761 | 167,926 | 162,752 |
| Ordinary Shares | 158,424,746 | 158,424,746 | 158,424,746 |
| NAV per share (pence) | 109.05 | 106.00 | 102.73 |
Earnings per share 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.
In September 2024, the European Public Real Estate Association's Best Practices Recommendations Guidelines were updated, effective for periods started on or after 1 October 2024. The main changes refer to the calculation of the EPRA Earnings, to which two different adjustment categories have been added: adjustments related to the funding structure and adjustments related to non-operating and exceptional items.
The Company has elected to early adopted the guidance. There has been no need to amend the comparative information to reflect the change in guidance.
An adjustment to the EPRA earnings to reflect the other income, disclosed in Note 3 and corporation tax due in respect of this other income, has been made for the current period, due to this being non-recurring in nature.
for the six months ended 30 September 2024
| As at 30 September 2024 | EPRA NTA £'000 |
EPRA NRV £'000 |
EPRA NDV £'000 |
|---|---|---|---|
| IFRS NAV attributable to shareholders | 172,761 | 172,761 | 172,761 |
| Real estate transfer tax1 | – | 14,232 | – |
| Adjustment for the fair value of bank borrowings | – | – | (3,625) |
| At 30 September 2024 | 172,761 | 186,993 | 169,136 |
| Number of Ordinary Shares | 158,424,746 | 158,424,746 | 158,424,746 |
| NAV per share | 109.05p | 118.03p | 106.76p |
| As at 30 September 2023 | EPRA NTA £'000 |
EPRA NRV £'000 |
EPRA NDV £'000 |
| IFRS NAV attributable to shareholders | 167,926 | 167,926 | 167,926 |
| Real estate transfer tax1 | – | 14,478 | – |
| Adjustment for the fair value of bank borrowings | – | – | (6,100) |
| At 30 September 2023 | 167,926 | 182,404 | 161,826 |
| Number of Ordinary Shares | 158,424,746 | 158,424,746 | 158,424,746 |
| NAV per share | 106.00p | 115.14p | 102.15p |
Earnings per share 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.
1 EPRA Net Tangible Assets ('EPRA NTA') and EPRA Net Disposal Value ('EPRA NDV') as calculated using property values in line with IFRS, where values are net of Real Estate Transfer Tax ('RETT') and other purchasers' costs. RETT and other purchasers' costs are added back when calculating EPRA Net Reinstatement Value ('EPRA NRV') and have been estimated at 6.6% of the net valuation provided by Knight Frank.
for the six months ended 30 September 2024
| Current measures | |||||
|---|---|---|---|---|---|
| As at 31 March 2024 | EPRA NTA £'000 |
EPRA NRV £'000 |
EPRA NDV £'000 |
||
| IFRS NAV attributable to shareholders | 162,752 | 162,752 | 162,752 | ||
| Real estate transfer tax and other purchasers' costs1 | – | 13,906 | – | ||
| Adjustment for the fair value of bank borrowings | – | – | (4,641) | ||
| At 31 March 2024 | 162,752 | 176,658 | 158,111 | ||
| Number of Ordinary Shares | 158,424,746 | 158,424,746 | 158,424,726 | ||
| NAV per share | 102.73p | 111.51p | 99.80p |
1 EPRA Net Tangible Assets ('EPRA NTA') and EPRA Net Disposal Value ('EPRA NDV') as calculated using property values in line with IFRS, where values are net of Real Estate Transfer Tax ('RETT') and other purchasers' costs. RETT and other purchasers' costs are added back when calculating EPRA Net Reinstatement Value ('EPRA NRV') and have been estimated at 6.6% of the net valuation provided by Knight Frank.
| Period from | Period from | ||
|---|---|---|---|
| 1 April 2024 to | 1 April 2023 to | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| Dividends paid during the period | £'000 | £'000 | £'000 |
| Represents two/two/four interim dividends of | |||
| 2.00 pps each | 6,337 | 6,337 | 12,674 |
| Period from | Period from | ||
| 1 April 2024 to | 1 April 2023 to | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| Dividends relating to the period | £'000 | £'000 | £'000 |
| Represents two/two/four interim dividends of | |||
| 2.00 pps each | 6,337 | 6,337 | 12,674 |
Dividends paid relate to Ordinary Shares. The Statement of Cash Flows for dividends paid includes £283,000 withholding tax paid which was payable at 31 March 2024 and excludes £270,000 withholding tax which is payable at 30 September 2024.
for the six months ended 30 September 2024
| Period from 1 April 2024 to 30 September 2024 (unaudited) |
Period from | ||||
|---|---|---|---|---|---|
| 1 April 2023 | Year ended | ||||
| to 30 September | 31 March | ||||
| Investment | Investment | 2023 | 2024 | ||
| properties | properties | (unaudited) | (audited) | ||
| freehold | leasehold | Total | Total | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| UK Investment property | |||||
| As at beginning of period | 154,340 | 56,350 | 210,690 | 213,825 | 213,825 |
| Purchases in the period | – | – | – | 23,183 | 22,984 |
| Capital expenditure in the period | 1,414 | 610 | 2,024 | 1,369 | 2,151 |
| Disposals in the period | (4,750) | – | (4,750) | (18,790) | (24,300) |
| Revaluation of investment property | 4,331 | 3,340 | 7,671 | (227) | (3,970) |
| Valuation provided by Knight Frank | 155,335 | 60,300 | 215,635 | 219,360 | 210,690 |
| Adjustment to carrying value for lease incentive debtor | (3,308) | (3,751) | |||
| Adjustment for lease obligations* | 187 | 187 | 187 | ||
| Total Investment property | 211,431 | 216,239 | 207,126 | ||
| Classified as: | |||||
| Investment property held for sale** | 24,793 | 5,934 | 26,086 | ||
| Investment property | 186,638 | 210,305 | 181,040 | ||
| 211,431 | 216,239 | 207,126 | |||
| Change in fair value of investment property | |||||
| Change in fair value before adjustments for lease incentives | 7,671 | (227) | (3,970) | ||
| Adjustment for movement in the period: | |||||
| in value of lease incentive debtor | (640) | 64 | (380) | ||
| 7,031 | (163) | (4,350) | |||
| Gains realised on disposal of investment property | |||||
| Net proceeds from disposals of investment property | |||||
| during the period*** | 6,232 | 20,435 | 26,148 | ||
| Fair value at beginning of period | (4,750) | (18,789) | (24,300) | ||
| Gains realised on disposal of investment property | 1,482 | 1,646 | 1,848 |
* Adjustment in respect of minimum payment under head leases separately included as a liability within the Statement of Financial Position.
** Central Six Retail Park, Coventry has been classified as held for sale as at 30 September 2024.
*** Net proceeds include deductions for topped up rents and rent free periods of £19,000 (30 September 2023: £279,000, 31 March 2024: £555,000).
for the six months ended 30 September 2024
Valuation of investment property is performed by Knight Frank LLP, an accredited independent 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 is based upon the income capitalisation approach. This approach involves applying capitalisation yields to current and future rental streams net of income voids arising from vacancies or rent-free periods and associated running costs. These capitalisation yields and estimated rental values are based on comparable property and leasing transactions in the market using the valuer's professional judgement and market observation. Other factors taken into account in the valuations include the tenure of the property, tenancy details, capital values of fixtures and fittings, environmental matter and the overall repair and condition of the property.
The following table provides the fair value measurement hierarchy for non-current assets:
| Assets measured at fair value | Quoted prices in active markets (Level 1) £'000 |
Significant observable inputs (Level 2) £'000 |
Significant unobservable inputs* (Level 3) £'000 |
Total £'000 |
|---|---|---|---|---|
| 30 September 2024 | ||||
| Investment property | – | – | 211,431 | 211,431 |
| 30 September 2023 | ||||
| Investment property | – | – | 216,239 | 216,239 |
| 31 March 2024 | ||||
| Investment property | – | – | 207,126 | 207,126 |
* Includes assets held for sale.
for the six months ended 30 September 2024
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.
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:
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 inputs used in the fair value measurement, categorised within Level 3 of the fair value hierarchy of the portfolio of investment property are:
| Fair Value | Significant Unobservable Inputs | |||||
|---|---|---|---|---|---|---|
| Sector | £'000 | ERV range (per sq ft per annum) |
Weighted Average ERV (per sq ft per annum) |
Equivalent Yield range |
Weighted Average Equivalent Yield |
|
| As at 30 September 2024 | ||||||
| Industrial | 75,825 | £0.00 – £41.00 | £4.58 | 6.82% – 10.93% | 7.61% | |
| Retail | 85,490 | £0.00 – £85.00 | £11.48 | 6.85% – 11.12% | 8.31% | |
| Office | 25,250 | £8.50 – £39.98 | £21.92 | 8.61% – 8.98% | 8.80% | |
| Alternatives | 29,070 | £0.00 – £41.04 | £10.84 | 7.68% – 9.66% | 8.52% | |
| Portfolio* | 215,635 | £0.00 – £85.00 | £7.63 | 6.82% – 11.12% | 8.37% | |
| As at 30 September 2023 | ||||||
| Industrial | 78,330 | £0.50 – £10.00 | £4.10 | 6.35% – 10.87% | 8.16% | |
| Retail | 84,410 | £4.00 – £85.00 | £9.86 | 6.87% – 11.14% | 8.50% | |
| Office | 26,250 | £8.50 – £40.00 | £21.75 | 8.22% – 8.73% | 8.50% | |
| Alternatives | 30,370 | £8.00 – £41.00 | £13.95 | 7.63% – 10.68% | 8.79% | |
| Portfolio* | 219,360 | £0.50 – £85.00 | £7.06 | 6.35% – 11.14% | 8.40% |
for the six months ended 30 September 2024
11.b) Fair value measurement hierarchy (continued)
| As at 31 March 2024 | |||||
|---|---|---|---|---|---|
| Industrial | 78,720 | £0.50 – £10.00 | £4.24 | 6.81% – 10.94% | 8.23% |
| Retail | 78,500 | £4.00 – £85.00 | £11.21 | 6.93% – 11.34% | 8.57% |
| Office | 25,050 | £8.50 – £40.00 | £21.79 | 8.57% – 8.92% | 8.76% |
| Alternatives | 28,420 | £4.50 – £41.00 | £12.53 | 7.60% – 9.77% | 8.51% |
| Portfolio* | 210,690 | £0.50 – £85.00 | £7.23 | 6.81% – 11.34% | 8.45% |
* Fair value per Knight Frank LLP.
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, where applicable, are recorded in profit and loss.
The tables below set 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 2024 | 215,635 | 224,460 | 206,878 | 204,730 | 227,675 | |
| 30 September 2023 | 219,360 | 228,371 | 211,077 | 208,926 | 231,305 | |
| 31 March 2024 | 210,690 | 219,442 | 202,048 | 199,884 | 222,599 |
for the six months ended 30 September 2024
| Fair value | Change in ERV | Change in equivalent yield | ||||
|---|---|---|---|---|---|---|
| £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Sensitivity Analysis | +10% | -10% | +10% | -10% | ||
| 30 September 2024 | 215,635 | 233,300 | 198,157 | 194,828 | 241,066 | |
| 30 September 2023 | 219,360 | 237,196 | 202,709 | 199,272 | 244,369 | |
| 31 March 2024 | 210,690 | 228,232 | 193,461 | 190,083 | 235,859 | |
| Fair value | Change in ERV | Change in equivalent yield | ||||
| £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Sensitivity Analysis | +15% | -15% | +15% | -15% | ||
| 30 September 2024 | 215,635 | 242,253 | 189,504 | 185,791 | 256,036 | |
| 190,464 | 258,977 | |||||
| 30 September 2023 | 219,360 | 246,050 | 194,364 |
| 30 September 2024 (unaudited) |
30 September 2023 (unaudited) |
31 March 2024 (audited) |
|
|---|---|---|---|
| Receivables | £'000 | £'000 | £'000 |
| Lease incentive debtor | 3,991 | 3,213 | 3,267 |
| Total | 3,991 | 3,213 | 3,267 |
for the six months ended 30 September 2024
| 30 September | 30 September | 31 March | |
|---|---|---|---|
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Receivables | |||
| Rent agent float account | 4,624 | 3,663 | 2,505 |
| Other receivables | 2,052 | 974 | 989 |
| Rent receivable | 1,310 | 2,571 | 1,956 |
| Recoverable service charge receivable | 1,299 | 1,671 | 1,427 |
| Recoverable insurance receivable | 684 | 519 | 1,408 |
| Completion proceeds due on sale of property | – | – | 2,175 |
| Allowance for expected credit losses | (445) | (1,273) | (2,177) |
| 9,524 | 8,125 | 8,283 | |
| Lease incentive debtor* | 400 | 95 | 484 |
| 9,924 | 8,220 | 8,767 | |
| Prepayments | |||
| Property related prepayments | 1,388 | 1,529 | 1,818 |
| Other prepayments | 75 | 49 | 40 |
| 1,463 | 1,578 | 1,858 | |
| Total | 11,387 | 9,798 | 10,625 |
* Lease incentive asset amounting to £3,308,000 as at 30 September 2023 was previously classified as a current asset rather than allocated between current and non-current assets in line with their expected recovery.
The comparatives have been represented accordingly to present the allocation between current and non-current assets. As such, £3,213,000 of these amounts are classified as non-current assets and £95,000 as current assets as at 30 September 2023. There is no effect on the profit or net assets.
The aged debtor analysis of receivables is as follows:
| 30 September | 30 September | 31 March | |
|---|---|---|---|
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Less than three months due | 8,964 | 7,371 | 7,797 |
| Between three and six months due | 560 | 755 | 486 |
| Total | 9,524 | 8,126 | 8,283 |
for the six months ended 30 September 2024
The Company applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are assessed on an individual tenant-by-tenant basis. The risk of credit loss applied to each tenant is assessed based on information including, but not limited to: external credit ratings; financial statements; press information; previous experience of losses or late payment; discussions with the property manager and the tenant.
The expected credit loss provision as at 30 September 2024 was £445,000 (31 March 2024 was £2,177,000). No reasonably possible changes in the assumptions underpinning the expected credit loss provision would give rise to a material expected credit loss.
The movement in the allowance for impairment in respect of trade receivables during the period was as follow:
| 30 September | 30 September | 31 March | |
|---|---|---|---|
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Opening provision for impairment of trade receivables | 2,177 | 969 | 969 |
| (Decrease)/increase during the period/year | (350) | 422 | 1,552 |
| Unused amounts reversed | (119) | (34) | (13) |
| Movement in provision for impairment during the period/year |
(469) | 388 | 1,539 |
| Receivable written off during the period/year as uncollectible* |
(1,263) | (84) | (331) |
| At the end of the period/year | 445 | 1,273 | 2,177 |
* The majority of this balance in the current period is due to the receivables owing from tenants, Wilko and CJ Services, being written off following them entering administration and the leases being disclaimed as a result.
for the six months ended 30 September 2024
| Bank borrowings drawn | |||
|---|---|---|---|
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| At the beginning of the period | 60,000 | 60,000 | 60,000 |
| Bank borrowings drawn in the period | – | – | – |
| Bank borrowings repaid in the period | – | – | – |
| Interest bearing loans and borrowings | 60,000 | 60,000 | 60,000 |
| Unamortised loan arrangement fees | (281) | (391) | (337) |
| At the end of the period | 59,719 | 59,609 | 59,663 |
| Repayable between two and five years Bank borrowings available but undrawn in the |
60,000 | 60,000 | 60,000 |
| period | – | – | – |
| Total facility available | 60,000 | 60,000 | 60,000 |
The Company has a £60.00 million (31 March 2024: £60.00 million) credit facility with AgFe, a leading independent asset manager specialising in debt-based investments. As of 30 September 2024, the Company had utilised £60.00 million (31 March 2024: £60.00 million). The loan is a fixed rate loan with a total interest cost of 2.959% and has a 5 year term, maturing in May 2027.
The Company has a target gearing of 25% Loan to GAV. As at 30 September 2024, the Company's gearing was 24.87% Loan to NAV (31 March 2024: 28.97%).
At 30 September 2024 the fair value of the loan was £56,375,000 (30 September 2023: £53,900,000, 31 March 2024: £55,359,000).
Borrowing costs associated with the credit facility are shown as finance costs in note 7 to these financial statements.
for the six months ended 30 September 2024
| 30 September | 30 September | 31 March | |
|---|---|---|---|
| 2024 | 2023 | 2024 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Deferred income | 4,887 | 4,662 | 5,403 |
| Other creditors | 2,221 | 930 | 2,070 |
| Accruals | 1,389 | 1,433 | 1,199 |
| Recoverable service charge payable | 85 | 435 | 278 |
| Recoverable insurance payable | 31 | 516 | 863 |
| Total | 8,613 | 7,976 | 9,813 |
Leases as lessee 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 present value of the minimum lease payments under non-cancellable finance leases:
| 30 September 2024 (unaudited) £'000 |
30 September 2023 (unaudited) £'000 |
31 March 2024 (audited) £'000 |
|
|---|---|---|---|
| Current | 13 | 13 | 13 |
| Non Current | 174 | 174 | 174 |
| Lease liabilities included in the Statement of Financial Position at 30 September 2024 |
187 | 187 | 187 |
for the six months ended 30 September 2024
There was no change to the issued share capital during the period. The number of ordinary shares allotted, called up and fully paid remains 158,774,746 of £0.01 each, of which 350,000 ordinary shares are held in treasury.
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 2024, the Directors of the Company are considered to be the key management personnel. Directors' remuneration is disclosed in note 5.
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 quarterly management fee which is calculated and accrued monthly at a rate equivalent to 0.9% per annum of NAV (excluding uninvested proceeds from fundraising).
During the period from 1 April 2024 to 30 September 2024, the Company incurred £729,000 (six months ended 30 September 2023: £680,000) of investment management fees and expenses, of which £366,000 was outstanding at 30 September 2024 (31 March 2024: £340,000).
During the period, the Company recognised £1.06 million of indemnity income owing from its Investment Manager. As at period end, the indemnity income had not been cash settled and is therefore also recognised in other receivables (note 12). Further detail can be found in note 3.
On 24 October 2024, the Board declared its second interim dividend of 2.00 pps in respect of the period from 1 July 2024 to 30 September 2024. The dividend payment will be made on 29 November 2024 to shareholders on the register as at 1 November 2024. The ex-dividend date was 31 October 2024.
All EPRA performance measures have been calculated in line with EPRA Best Practices Recommendations Guidelines which can be found at www.epra.com.
| 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 current earnings. |
£7.02 million/4.43 pps EPRA earnings for the six month period ended 30 September 2024 (six month period ended 30 September 2023: £5.68 million/3.58 pps) |
| 2. EPRA Net Tangible Assets ('NTA') Assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. |
The EPRA NAV set of metrics make adjustments to the NAV per the IFRS financial statements to provide stakeholders with the most relevant information on the fair value of the assets and liabilities of a real estate investment company, under different scenarios. |
£172.76 million/109.05 pps EPRA NTA as at 30 September 2024 (At 31 March 2024: £162.75 million/ 102.73 pps) |
| 3. EPRA Net Reinstatement Value | ||
| ('NRV') Assumes that entities never sell assets and aims to represent the value required to rebuild the entity. |
See above | £186.99 million/118.03 pps EPRA NRV as at 30 September 2024 (At 31 March 2024: £176.66 million/ 111.51 pps) |
| 4. EPRA Net Disposal Value ('NDV') Represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. |
See above | £169.14 million/106.76 pps EPRA NDV as at 30 September 2024 (At 31 March 2024: £158.11 million/ 99.80 pps) |
| 5. 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. |
8.13% EPRA NIY as at 30 September 2024 (At 31 March 2024: 8.02%) |
| 6. 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. |
8.36% EPRA 'Topped-Up' NIY as at 30 September 2024 (At 31 March 2024: 8.30%) |
| MEASURE AND DEFINITION | PURPOSE | PERFORMANCE |
|---|---|---|
| 7. EPRA Vacancy Estimated Market Rental Value ('EMRV') of vacant space divided by ERV of the whole portfolio. |
A 'pure' (%) measure of investment property space that is vacant, based on ERV. |
6.77% EPRA vacancy as at 30 September 2024 (At 31 March 2024: 6.38%) |
| 8. 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. |
19.04% EPRA Cost Ratio (including direct vacancy costs) as at 30 September 2024 (At 30 September 2023: 33.25%) |
| 7.97% EPRA Cost ratio (excluding direct vacancy costs) as at 30 September 2024 (At 30 September 2023: 26.36%) |
||
| 9. EPRA Capital Expenditure Property which has been held at both the current and comparative balance sheet dates for which there has been no significant development. |
A measure used to illustrate change in comparable capital values. |
£2.03 million for the period ended 30 September 2024 (31 March 2024: £25.13 million) |
| 10. EPRA Like-for-like Rental Growth Net income generated by assets which were held by the Company throughout both the current and comparable periods which there has been no significant development which materially impacts upon income. |
A measure used to illustrate change in comparable income values. |
£(0.47) million/(4.90)% for the period ended 30 September 2024 (31 March 2024: £0.48 million/3.39%) |
| 11. EPRA Loan to Value Debt divided by the market value of property. |
A measure to assess the gearing of shareholder equity of a real estate company |
20.47% for the period ended 30 September 2024 (31 March 2024: 22.63%) |
In linewith the European Public Real Estate Association ("EPRA") published Best Practice Recommendations("BPR") for financial disclosures by public real estate companies, the Company presentsthree measures of net asset value: EPRA net disposal value ("NDV"), EPRA net reinstatement value ("NRV") and EPRA net tangible assets("NTA").
The Company considers EPRA NTA to be the most relevant NAV measure forthe Company andwe are nowreporting this as our primary NAV measure.
| As at 30 September 2024 | EPRA NTA £'000 |
EPRA NRV £'000 |
EPRA NDV £'000 |
|---|---|---|---|
| IFRS NAV attributable to shareholders | 172,761 | 172,761 | 172,761 |
| Real estate transfer tax1 | – | 14,232 | – |
| Adjustment for the fair value of bank borrowings | – | – | (3,625) |
| At 30 September 2024 | 172,761 | 186,993 | 169,136 |
| Number of Ordinary Shares (million) | 158,424,746 | 158,424,746 | 158,424,746 |
| NAV per share | 109.05p | 118.03p | 106.76p |
| As at 30 September 2023 | EPRA NTA £'000 |
EPRA NRV £'000 |
EPRA NDV £'000 |
| IFRS NAV attributable to shareholders | 167,926 | 167,926 | 167,926 |
| Real estate transfer tax1 Adjustment for the fair value of bank borrowings |
– – |
14,478 – |
– (6,100) |
| At 30 September 2023 | 167,926 | 182,404 | 161,826 |
| Number of Ordinary Shares (million) | 158,424,746 | 158,424,746 | 158,424,746 |
| NAV per share | 106.00p | 115.14p | 102.15p |
1 EPRA Net Tangible Assets ('EPRA NTA') and EPRA Net Disposal Value ('EPRA NDV') as calculated using property values in line with IFRS, where values are net of Real Estate Transfer Tax ('RETT') and other purchasers' costs. RETT and other purchasers' costs are added backwhen calculating EPRA Net Reinstatement Value ('EPRA NRV') and have been estimated at 6.6% of the net valuation provided by Knight Frank.
| As at 31 March 2024 | EPRA NTA £'000 |
EPRA NRV £'000 |
EPRA NDV £'000 |
|---|---|---|---|
| IFRS NAV attributable to shareholders | 162,752 | 162,752 | 162,752 |
| Real estate transfer tax and other purchasers' costs1 | – | 13,906 | – |
| Adjustment for the fair value of bank borrowings | – | – | (4,641) |
| At 31 March 2024 | 162,752 | 176,658 | 158,111 |
| Number of Ordinary Shares | 158,424,746 | 158,424,746 | 158,424,746 |
| NAV per share | 102.73p | 111.51p | 99.80p |
1 EPRA NTA and EPRA NDV are calculated using property values in line with IFRS, where values are net of RETT and other purchasers' costs. RETT and other purchasers' costs are added backwhen calculating EPRA NRV and have been estimated at 6.6% of the net valuation provided by Knight Frank.
| 30 September | 30 September | 31 March | |
|---|---|---|---|
| 2024 | 2023 | 2024 | |
| £'000 | £'000 | £'000 | |
| Investment property – wholly-owned | 215,635 | 219,360 | 210,690 |
| Allowance for estimated purchasers' costs at 6.6% | 14,232 | 14,478 | 13,906 |
| Grossed-up completed property portfolio valuation (B) | 229,867 | 233,838 | 224,596 |
| Annualised cash passing rental income | 19,295 | 19,149 | 18,694 |
| Property outgoings | (614) | (790) | (674) |
| Annualised net rents (A) | 18,681 | 18,359 | 18,020 |
| Rent from expiry of rent-free periods and fixed uplifts* | 532 | 439 | 612 |
| 'Topped-up' net annualised rent (C) | 19,213 | 18,798 | 18,632 |
| EPRA NIY (A/B) | 8.13% | 7.85% | 8.02% |
| EPRA 'topped-up' NIY (C/B) | 8.36% | 8.04% | 8.30% |
* Rent-free periods expire by January 2025.
EPRA NIY is calculated asthe annualised net rent, divided by the gross value ofthe completed property portfolio.
The valuation of grossed up completed property portfolio is determined by our external valuers as at 30 September 2024, plus an allowance for estimated purchasers' costs. Estimated purchasers' costs are determined by the relevantstamp duty liability, plus an estimate by our valuers of agent and legal fees on notional acquisition. The net rent deduction allowed for property outgoingsis 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 2024 £'000 |
30 September 2023 £'000 |
31 March 2024 £'000 |
|
|---|---|---|---|
| Annualised potential rental value of vacant premises (A) | 1,413 | 1,499 | 1,334 |
| Annualised potential rental value for the completed property portfolio (B) |
20,872 | 21,486 | 20,912 |
| EPRA Vacancy Rate (A/B) | 6.77% | 6.98% | 6.38% |
| Calculation of EPRA Cost Ratios | |||
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| £'000 | £'000 | £'000 | |
| Administrative/operating expense per IFRS income statement | 1,843 | 3,154 | 6,912 |
| Less: ground rent costs | (27) | (27) | (56) |
| EPRA costs (including direct vacancy costs) (A) | 1,816 | 3,127 | 6,856 |
| Direct vacancy costs | (1,056) | (648) | (1,567) |
| EPRA costs (excluding direct vacancy costs) (B) | 760 | 2,479 | 5,289 |
| Gross Rental Income less ground rent costs – per IFRS | 9,538 | 9,405 | 19,832 |
| Gross rental income less ground rent costs (C) | 9,538 | 9,405 | 19,832 |
| EPRA Cost Ratio (including direct vacancy costs) (A/C) | 19.04% | 33.25% | 34.57% |
| EPRA Cost Ratio (excluding direct vacancy costs) (B/C) | 7.97% | 26.36% | 26.67% |
The Company has not capitalised any overhead or operating expensesin the accounting period disclosed above.
Only costs directly associatedwith the purchase or construction of properties aswell as allsubsequent value-enhancing capital expenditure are capitalised.
The table belowsets out the like-for-like rental growth ofthe portfolio, by sector, in accordancewith EPRA Best Practices Recommendations.
| Rental income | Rental income | |||
|---|---|---|---|---|
| from like-for | from like-for | |||
| like portfolio | like portfolio | |||
| for period | for period | |||
| 1 April 2024 to | 1 October 2023 | |||
| 30 September | to 31 March | Like-for like | Like-for-like | |
| 2024 | 2024 | rental growth | rental growth | |
| Sector | £m | £m | £m | % |
| Industrial | 2.94 | 3.16 | (0.22) | (6.96) |
| Retail warehouses | 2.33 | 1.92 | 0.41 | 21.35 |
| Alternatives | 1.37 | 1.56 | (0.19) | (12.18) |
| Standard retail | 1.52 | 1.87 | (0.35) | (18.72) |
| Offices | 0.96 | 1.08 | (0.12) | (11.11) |
| Total | 9.12 | 9.59 | (0.47) | (4.90) |
The like-for-like rental growth is based on changesin rental income, excluding turnoverrents, forthose propertieswhich have been held forthe duration of both the current and comparative reporting. Thisrepresents a portfolio valuation, as assessed by the valuer of £215.64 million (31 March 2024: £205.94 million).
The table belowsets out the capital expenditure ofthe portfolio in accordancewith EPRA Best Practice Recommendations.
| 30 September 2024 |
30 September 2023 |
31 March 2024 |
|
|---|---|---|---|
| Sector | £'000 | £'000 | £'000 |
| Acquisitions | – | 23,183 | 23,214 |
| Investment properties – no incremental lettable space | 2,024 | 1,369 | 1,921 |
| Total purchases and capital expenditure | 2,024 | 24,552 | 25,135 |
The table belowsets out the loan to net value in accordancewith EPRA Best Practice Recommendations:
| 30 September 2024 £'000 |
30 September 2023 £'000 |
31 March 2024 £'000 |
|
|---|---|---|---|
| Borrowings from financial institutions | 60,000 | 60,000 | 60,000 |
| Cash and cash equivalents | (14,471) | (6,442) | (11,397) |
| EPRA Net debt (A) | 45,529 | 53,558 | 48,603 |
| Investment properties at fair value | 215,635 | 219,360 | 210,690 |
| Net receivables | 6,765 | 5,035 | 4,079 |
| Total property value (B) | 222,400 | 224,395 | 214,769 |
| EPRA LTV (A/B) | 20.47% | 23.87% | 22.63% |
| Total | 6,765 | 5,035 | 4,079 |
|---|---|---|---|
| Payables and accrued expenses | (8,613) | (7,976) | (9,813) |
| Receivables and prepayments | 15,378 | 13,011 | 13,892 |
| Net receivables comprises |
The registerforthe Ordinary Sharesis maintained by LinkGroup. In the event of queriesregarding your holding, please contact the Registrar on +44 (0)371 664 0391 or email: [email protected].
Changes of name and/or address must be notified inwriting to the Registrar, at the addressshown on page 60. You can check your shareholding and find practical help on transferring shares or updating your details at www.signalshares.com. Shareholders eligible to receive dividend payments gross oftax may also download declaration formsfrom thatwebsite.
| Ordinary £0.01 Shares | |
|---|---|
| (excluding treasury shares) | 158,424,746 |
| 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 ofthe Annual and Interim Reports are available from the Company'swebsite:www.aewukreit.com.
| 31 March 2025 | Year end |
|---|---|
| June 2025 | Announcement of annual results |
| September 2025 | Annual General Meeting |
| 30 September 2025 | Half-year end |
| November 2025 | Announcement of interim results |
The following table summarisesthe dividends declared in relation to the period:
| £ | |
|---|---|
| Interim dividend forthe period 1 April 2024 to 30 June 2024 (payment made on 31 August 2024) | 3,168,495 |
| Interim dividend forthe period 1 July 2024 to 30 September 2024 (payment to be made on 29 November 2024) | 3,168,495 |
| Total | 6,336,990 |
Robin Archibald (Non-executive Chairman) Mark Kirkland (Non-executive Director and Chairman ofthe Audit Committee) Katrina Hart (Non-executive Director) Liz Peace (Non-executive Director)
Central Square 29 Wellington Street Leeds LS1 4DL
AEW UK Investment Management LLP Level 42 6-8 Bishopsgate London EC2N 4BQ
Tel: 020 7016 4880 Website: www.aewuk.co.uk
Mapp 180 Great Portland Street London W1W 5QZ
Panmure Liberum Limited Ropemaker Place 25 Ropemaker Street London EC2Y 9LY
Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU
www.aewukreit.com
Langham Hall UK LLP 8th Floor 1 Fleet Place London EC4M 7RA
Waystone Administration Solutions(UK) Limited BroadwalkHouse Southernhay West Exeter EX1 1TS
Link Company Matters Limited Central Square 29 Wellington Street Leeds LS1 4DL
Link Group Central Square 29 Wellington Street Leeds LS1 4DL
BDO LLP 55 Baker Street London W1U 7EU
Knight Frank LLP 55 Baker Street London W1U 8AN
| AIC | Association ofInvestment Companies. Thisisthe trade body for closed-ended Investment companies (www.theaic.co.uk). |
|---|---|
| AIC Code | The AIC Code of Corporate Governance, as published in February 2019. A framework of best practice guidance forinvestment companies. |
| AIFMD | Alternative Investment Fund Managers Directive. |
| AIFM | Alternative Investment Fund Manager. The entity that provides portfolio management and risk managementservicesto the Company andwhich ensuresthe Company complieswith the AIFMD. The Company's AIFM is AEW UK Investment Management LLP. |
| AIF | Alternative Investment Fund. Alternative Investment Funds are fundsthat are not regulated at EU level by the UCITS Directive. |
| 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 financialstatus and its ability to perform the covenantsin the lease. |
| Direct vacancy costs | Property expensesthat are directly related to the property including the following: rates/property taxes; service charge; insurance premiums; carbon tax; any other costs directly billed to the unit. |
| DTR | Disclosure Guidance and Transparency Rules, issued by the FCA. |
| Earnings Per Share ('EPS') | Profit forthe period attributable to equity shareholders divided by theweighted 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 grossrental income (with both amounts excluding ground rents payable). Net overheads and operating expensesrelate to all administrative and operating expenses. |
| EPRA cost ratio (excluding direct vacancy costs) |
The ratio calculated above, butwith direct vacancy costsremoved from net overheads and operating expenses balance. |
| EPRA Earnings Per Share | Recurring earningsfrom core operational activities. A key measure of a company's underlying operating resultsfrom its property rental business and an indication ofthe extent towhich current dividend payments are supported by earnings. |
| EPRA Loan to Value ('EPRA LTV') |
The ratio of net debt (including net payables) divided by the market value of property operating (including net receivables). |
| EPRA NAV | Net Asset Value adjusted to include properties and otherinvestment 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 ('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 fair value ofthe property, increasedwith (estimated) purchasers' costs. |
| EPRA Net Disposal Value ('EPRA NDV') |
This measure representsthe shareholders' value under a disposalscenario,where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. |
|
|---|---|---|
| EPRA Net Reinstatement Value ('EPRA NRV') |
NAV adjusted to assume that entities neversell assets and aimsto represent the value required to rebuild the entity. |
|
| EPRA Net Tangible Asset ('EPRA NTA') |
NAV adjusted to assume that entities buy and sell their assets, thereby crystallising certain levels of unavoidable deferred tax. |
|
| 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 incentivessuch as discounted rent periods and step rents). |
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| EPRA Vacancy Rate | Estimated Rental Value ('ERV') of vacantspace as a percentage ofthe ERV ofthewhole portfolio. | |
| Equivalent Yield | The internal rate ofreturn ofthe cash flowfrom the property, assuming a rise to ERV at the next reviewor lease expiry. No future growth is allowed for. |
|
| Estimated Rental Value ('ERV') | The external valuers' opinion asto the open market rentwhich, on the date ofthe valuation, could reasonably be expected to be obtained on a newletting orrent reviewof a property. |
|
| External Valuer | An independent external valuer of a property. The Company's external valueris Knight Frank LLP. | |
| Fair Value | The estimated amount forwhich a property should exchange on the valuation date between awilling 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 orliability to itsfair value. | |
| FCA | The Financial Conduct Authority. | |
| FRI lease | A leasewhich imposesfull repairing and insuring obligations on the tenant, relieving the landlord from all liability for the cost of insurance and repairs. |
|
| GRESB | Global Real Estate Sustainability Benchmark | |
| Gross Asset Value | The aggregate value ofthe total assets ofthe Company as determined in accordancewith IFRS. | |
| Gross passing rental income | The rent receivable from the portfolio'sleases at a particularreporting date. Allowsthe userto assessthe cash receiptsthe Company is entitled to receive. |
|
| Group BPCE | Ultimate owner of AEW. | |
| IASB | International Accounting Standards Board. | |
| IFRS | UK adopted International Accounting standardsin conformitywith the requirements ofthe Companies Act 2006 ('Adopted IFRSs'). |
|
| Investment Manager | The Company'sInvestment Manageris AEW UK Investment Management LLP. | |
| IPD | Investment PropertyDatabank. 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 listing ofOrdinary Sharesto the premium segment ofthe Official List ofthe FCA, on 12 May 2015. |
|
| Lease incentives | Incentives offered to occupiersto enterinto a lease. Typically thiswill be an initial rent-free period, or a cash contribution to fit-out. Under accounting rules, the value ofthe 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 orthe exercise of a break option. Thiswill frequently involve the negotiation of a surrender premium by one party to the other. |
| Like-for-like | The like-for-like valuation movement comparesthe valuation (as provided by the external valuer and before adjustmentsforlease incentives) of properties at the end ofthe period in questionwith the valuation at the start ofthe period. This measure only compares movementsforthose propertieswhich were held at both the start and end ofthe period,so excludesthe effects of acquisitions and disposals. |
|---|---|
| Loan to NAV | The loan balance drawn expressed as a percentage of the Company's Net Asset Value. Allows the user to assessthe Company's gearing and isrelevant, asthisisthe measure tested the Company's borrowing covenant. |
| Loan to GAV (also Gross Loan to GAV) |
The loan balance drawn expressed as a percentage ofthe combined value ofthe Company'sinvestment property portfolio (as assessed by the valuer) and the Company'sinvestments. Allowsthe userto assess the Company's gearing and isrelevant, asthisisthe measure used underthe Company'sInvestment Guidelines. |
| Loan-to-Value ('LTV') | The value of outstanding loans and borrowings(before adjustmentsforissue costs) expressed as a percentage ofthe combined valuation ofthe property portfolio (as provided by the external valuer) and the fair value of otherinvestments. |
| Net Asset Value ('NAV') | Net Asset Value is the equity attributable to shareholders calculated under IFRS. |
| NAV per share | Equity shareholders, funds divided by the number ofOrdinary Sharesin issue. This measure allows a comparison with the Company's share price to determine whether the Company's shares are trading at a premium or discount to its NAV calculated under IFRS. |
| 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, net equivalent yield isthe internal rate ofreturn from an investment property, based on the gross outlaysforthe purchase of a property (including purchase costs), reflecting reversionsto current market rent and items as voids and non-recoverable expenditure but ignoring future changesin capital value. The calculation assumesrent isreceived annually in arrears. |
| Net initial yield ('NIY') | 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 Loan to GAV | Measure of gearing calculated asfollows: (l-c)/v,where "l"isthe loan balance drawn,"c"isthe Company's cash and cash equivalents and "v"isthe combined value ofthe Company'sinvestment property portfolio (as assessed by the valuer) and the Company'sinvestments. Allowsthe userto assess the potential effect on gearing of using the Company's cash to repay a portion ofitsloan balance. |
| Net Operating Income ('NOI') | The Company's gross operating income minus its operating expenses. |
| 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 ofthe Company arising from any source otherthan profits and gains ofthe Tax Exempt Business ofthe Company. |
| Ongoing charges | A measure, expressed as a percentage ofNAV, ofthe regular, recurring costs ofrunning an investment company which is calculated in line with AIC methodology. |
| Ordinary Shares | Ordinary Shares of £0.01 each in the capital of the Company. Ordinary Shares are the main type of equity capital issued by conventional Investment Companies. Shareholders are entitled to theirshare of both income, in the form of dividends paid by the Company, and any capital growth. |
| Over-rented | Spacewhere 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 ofthe Company in respect of profits and gains of the tax exempt business of the Company. |
| Projected debt yield | Measure ofrisk, calculated by dividing the projected 12 month net operating income by the outstanding principal balance of the debt secured by the Company. |
|---|---|
| Property Portfolio | The collection of rental properties owned by the Company. |
| Rack-rented | Space where passing rent is the same as the ERV. |
| REIT | A Real Estate Investment Trust. A companywhich complieswith Part 12 ofthe Corporation tax Act 2010. Subject to the relevant UK REIT criteria being met continually, the profitsfrom the property business of a REIT, arising from both income and capital gains, are exempt from corporation tax. |
| RETT | Real Estate Transfer Tax. The tax payable by the buyer on the purchase of a property. The RETT payable is calculated at a rate depending on the consideration paid for the property. |
| Reversion | Increase in rent estimated by the Company's external valuer,where the passing rent is belowthe ERV. |
| Reversionary yield | The anticipated yield, which the initial yield will rise (or fall) to once the rent reaches the ERV. |
| sBPR | The EPRA Sustainability Best Practices Recommendations |
| 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. |
| Shareholder total return | The share price movement and dividends(pence pershare) received during a period, expressed as a percentage ofthe opening share price forthe period. Calculated asfollows: (b - a + d)/a,where "a"isthe opening share price,"b"isthe closing share price and "d"is dividends pershare. |
| SONIA | Sterling Overnight Index Average. |
| Total returns | The returnsto shareholders calculated on a pershare basis by adding dividends paid in the period to the increase or decrease in the share price orNAV. The dividends are assumed to have been reinvested in the form of Ordinary Shares or net assets. |
| 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 relationswith shareholders. All companieswith a premium listing of equity sharesin the UK are required underthe Listing Rulesto report on howthey 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, acrossthe portfolioweighted by contracted rental income. |
| Yield compression | Occurswhen the net equivalent yield of a property decreases, measured in basis points. |

United Kingdom Level 42 6-8 Bishopsgate London EC2N 4BQ
+44 20 7016 4880 www.aewuk.co.uk
France Elements Building 43 Avenue Pierre Mendès 75013 Paris France
+33 1 78 40 92 00 www.aew.com
United States of America Two Seaport Lane Boston MA 02210 United States
+1 617 261 9334 www.aew.com
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