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British Land Co PLC

Annual / Quarterly Financial Statement May 17, 2017

5364_10-k_2017-05-17_e3d6197f-65df-4d27-9a65-4b2aee458cbc.html

Annual / Quarterly Financial Statement

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RNS Number : 3501F

British Land Co PLC

17 May 2017

THE BRITISH LAND COMPANY PLC

Consolidated income statement

For the year ended 31 march 2017

Note 2017 2016
Underlying1

£m
Capital

and other

£m
Total

£m
Underlying1

£m
Capital

and other

£m
Total

£m
--- --- --- --- --- --- --- --- --- ---
Revenue 3 556 33 589 569 21 590
Costs 3 (122) (26) (148) (128) (11) (139)
3 434 7 441 441 10 451
Joint ventures and funds (see also below) 8 132 (80) 52 135 262 397
Administrative expenses (84) - (84) (93) - (93)
Valuation movement 4 - (144) (144) - 616 616
(Loss) profit on disposal of investment properties and investments - (5) (5) - 35 35
Net financing costs
- financing income 5 2 42 44 5 65 70
- financing charges 5 (80) (29) (109) (111) (34) (145)
(78) 13 (65) (106) 31 (75)
Profit on ordinary activities before taxation 404 (209) 195 377 954 1,331
Taxation 6 1 1 33 33
Profit for the year after taxation 196 1,364
Attributable to non-controlling interests 14 (11) 3 14 5 19
Attributable to shareholders of the Company 390 (197) 193 363 982 1,345
Earnings per share:
- basic 2 18.8p 131.2p
- diluted2 2 14.7p 119.7p

All results derive from continuing operations.

Note 2017 2016
Underlying1

£m
Capital

and other

£m
Total

£m
Underlying1

£m
Capital

and other

£m
Total

£m
--- --- --- --- --- --- --- --- --- ---
Results of joint ventures and funds accounted for using the equity method
Underlying Profit 132 - 132 135 - 135
Valuation movement 4 - (93) (93) - 245 245
Capital financing costs - (6) (6) - - -
Profit on disposal of investment properties, trading properties and investments - 18 18 - 18 18
Taxation - 1 1 - (1) (1)
8 132 (80) 52 135 262 397

1 See definition in glossary.

2 Prior year diluted EPS has been restated. See note 1.

Consolidated statement OF COMPREHENSIVE INCOME

For the year ended 31 march 2017

2017

£m
2016

£m
Profit for the year after taxation 196 1,364
Other comprehensive (loss) income:
Items that will not be reclassified subsequently to profit or loss:
Net actuarial loss on pension schemes (12) (1)
Valuation movements on owner-occupied properties - 19
(12) 18
Items that may be reclassified subsequently to profit or loss:
(Losses) gains on cash flow hedges
- Group (21) (24)
- Joint ventures and funds 1 (3)
(20) (27)
Transferred to the income statement (cash flow hedges)
- Foreign currency derivatives - 2
- Interest rate derivatives 16 10
16 12
Exchange differences on translation of foreign operations
- Hedging and translation - (3)
- Other - 3
- -
Deferred tax on items of other comprehensive income - (15)
Other comprehensive loss for the year (16) (12)
Total comprehensive income for the year 180 1,352
Attributable to non-controlling interests 3 19
Attributable to shareholders of the Company 177 1,333

Consolidated BALANCE SHEET

AS AT 31 march 2017

Note 2017

£m
2016

£m
ASSETS
Non-current assets
Investment and development properties 7 9,073 9,643
Owner-occupied properties 7 94 95
9,167 9,738
Other non-current assets
Investments in joint ventures and funds 8 2,766 3,353
Other investments 9 154 142
Deferred tax assets 13 4 3
Interest rate and currency derivative assets 14 217 167
12,308 13,403
Current assets
Joint venture held for sale 8 540 -
Trading properties 7 334 325
Debtors 10 171 33
Cash and short term deposits 14 114 114
1,159 472
Total assets 13,467 13,875
LIABILITIES
Current liabilities
Short term borrowings and overdrafts 14 (464) (74)
Creditors 11 (458) (218)
Corporation tax (30) (18)
(952) (310)
Non-current liabilities
Debentures and loans 14 (2,817) (3,687)
Other non-current liabilities 12 (78) (122)
Interest rate and currency derivative liabilities 14 (144) (137)
(3,039) (3,946)
Total liabilities (3,991) (4,256)
Net assets 9,476 9,619
EQUITY
Share capital 260 260
Share premium 1,298 1,295
Merger reserve 213 213
Other reserves (97) (93)
Retained earnings 7,547 7,667
Equity attributable to shareholders of the Company 9,221 9,342
Non-controlling interests 255 277
Total equity 9,476 9,619
EPRA NAV per share* 2 915p 919p

* As defined in glossary.

Consolidated statement OF CASH FLOWS

For the year ended 31 march 2017

Note 2017

£m
2016

£m
Rental income received from tenants 464 435
Fees and other income received 64 58
Operating expenses paid to suppliers and employees (149) (152)
Cash generated from operations 379 341
Interest paid (92) (124)
Interest received 8 11
Corporation taxation repayments received 9 8
Distributions and other receivables from joint ventures and funds 8 59 58
Net cash inflow from operating activities 363 294
Cash flows from investing activities
Development and other capital expenditure (225) (256)
Purchase of investment properties (87) (243)
Sale of investment and trading properties 761 564
Payments received in respect of future trading property sales 8 40
Purchase of investments (19) -
Indirect taxes paid in respect of investing activities (1) -
Investment in and loans to joint ventures and funds (50) (241)
Capital distributions and loan repayments from joint ventures and funds 83 366
Net cash inflow from investing activities 470 230
Cash flows from financing activities
Issue of ordinary shares 3 5
Purchase of own shares (8) -
Dividends paid 15 (295) (235)
Dividends paid to non-controlling interests (14) (16)
Acquisition of units in Hercules Unit Trust (11) (61)
Closeout of interest rate derivatives (13) 15
Cash collateral transactions - (24)
Decrease in bank and other borrowings (526) (919)
Drawdowns on bank and other borrowings 31 373
Drawdown of zero coupon 2015 convertible bond - 344
Net cash outflow from financing activities (833) (518)
Net increase in cash and cash equivalents - 6
Cash and cash equivalents at 1 April 114 108
Cash and cash equivalents at 31 March 114 114
Cash and cash equivalents consists of:
Cash and short term deposits 14 114 114

Consolidated statement OF CHANGES IN EQUITY

For the year ended 31 march 2017

Share

capital

£m
Share

premium

£m
Hedging

and

translation

reserve1

£m
Re-

valuation

reserve

£m
Merger

reserve

£m
Retained

earnings

£m
Total

£m
Non-controlling

interests

£m
Total

equity

£m
Balance at 1 April 2016 260 1,295 (107) 14 213 7,667 9,342 277 9,619
Profit for the year after taxation - - - - - 193 193 3 196
Losses on cash flow hedges - - (21) - - - (21) - (21)
Exchange and hedging movements in joint ventures

and funds
- - - 1 - - 1 - 1
Reclassification of gains on cash flow hedges
Foreign currency derivatives - - - - - - - - -
Interest rate derivatives - - 16 - - - 16 - 16
Net actuarial loss on pension schemes - - - - - (12) (12) - (12)
Other comprehensive (loss) income - - (5) 1 - (12) (16) - (16)
Total comprehensive income for the year - - (5) 1 - 181 177 3 180
Share issues - 3 - - - - 3 - 3
Fair value of share and share option awards - - - - - 2 2 - 2
Purchase of own shares - - - - - (8) (8) - (8)
Purchase of units from non-controlling interests - - - - - - - (11) (11)
Gain on purchase of units from non-controlling interests - - - - - 1 1 - 1
Dividends payable in year (28.8p per share) - - - - - (296) (296) - (296)
Dividends payable by subsidiaries - - - - - - - (14) (14)
Balance at 31 March 2017 260 1,298 (112) 15 213 7,547 9,221 255 9,476
Balance at 1 April 2015 258 1,280 (76) (6) 213 6,563 8,232 333 8,565
Profit for the year after taxation - - - - - 1,345 1,345 19 1,364
Losses on cash flow hedges - - (24) - - - (24) - (24)
Revaluation of owner-occupied property - - - 19 - - 19 - 19
Exchange and hedging movements in joint ventures

and funds
- - - (3) - - (3) - (3)
Reclassification of (losses) gains on cash flow hedges
Foreign currency derivatives - - 2 - - - 2 - 2
Interest rate derivatives - - 10 - - - 10 - 10
Exchange differences on translation of foreign operations - - (3) 3 - - - - -
Net actuarial loss on pension schemes - - - - - (1) (1) - (1)
Deferred tax on items of other comprehensive income - - (16) 1 - - (15) - (15)
Other comprehensive (loss) income - - (31) 20 - (1) (12) - (12)
Total comprehensive income for the year - - (31) 20 - 1,344 1,333 19 1,352
Share issues 2 15 - - - (12) 5 - 5
Fair value of share and share option awards - - - - - 8 8 - 8
Purchase of units from non-controlling interests - - - - - - - (59) (59)
- - - - - (1) (1) - (1)
Dividends payable in year (28.0p per share) - - - - - (287) (287) - (287)
Dividends payable by subsidiaries - - - - - - - (16) (16)
Adjustment for scrip dividend element - - - - - 52 52 - 52
Balance at 31 March 2016 260 1,295 (107) 14 213 7,667 9,342 277 9,619

1   The balance at the beginning of the current year includes £9m in relation to translation and (£116m) in relation to hedging (2015/16: £10m and (£86m)).

Notes to the accounts

1   Basis of preparation, significant accounting policies and accounting judgements

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 March 2017 or 2016, but is derived from those accounts. Statutory accounts for 2016 have been delivered to the Registrar of Companies and those for 2017 will be delivered following the Company's Annual General Meeting. The auditor has reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of Companies Act 2006 or equivalent preceding legislation.

The financial statements for the year ended 31 March 2017 have been prepared on a historical cost basis, except for the revaluation of properties, investments held for trading and derivatives. The financial statements have also been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and therefore comply with Article 4 of the EU IAS Regulation.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company expects to publish full financial statements that comply with IFRSs in June 2017.

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective for the current accounting period. None of these are expected to have a material impact on the consolidated financial statements of the Group.

Certain standards which could be expected to have an impact on the consolidated financial statements are discussed in further detail below.

IFRS 9 - Financial Instruments (effective year ending 31 March 2019). The new standard addresses the classification, measurement and recognition of financial assets and financial liabilities. It simplifies the existing categories of financial instruments, introduces an expected credit loss model and redefines the criteria required for hedge effectiveness. On adoption of the new standard, these changes are not expected to have a material impact on the consolidated financial statements of the Group. There will however be limited changes to presentation and disclosure.

IFRS 15 - Revenue from contracts with customers (effective year ending 31 March 2019). The new standard combines a number of previous standards, setting out a five step model for the recognition of revenue and establishing principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The new standard does not apply to gross rental income, but does apply to service charge income, management and performance fees and trading property disposals. The impact of the new standard on these items of revenue is not expected to have a material impact on the consolidated financial statements of the Group.

IFRS 16 - Leases (effective year ending 31 March 2020). For lessees, it will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases will be removed. The accounting for lessors will however not significantly change. As a result on adoption of the new standard, these changes are not expected to have a material impact on the consolidated financial statements of the Group.

The Group conducted an impact assessment of the above new standards in the year, and concluded that whilst adoption of these new standards based on the Group's current activities would lead to some limited changes to presentation and disclosure, they are not expected to have a material impact on the consolidated financial statements.

Restatement

The IFRS diluted earnings per share for the year ended 31 March 2016 has been restated to reflect the full dilutive impact of the 1.5% 2012 convertible bond. This restatement reduces the diluted earnings per share measure from 124.1 pence to 119.7 pence shown on the Consolidated Income Statement and within the associated notes. This is the only financial measure within these financial statements impacted by this restatement.

Accounting judgements and estimates

In applying the Group's accounting policies, the Directors are requiredto make judgements and estimates that affect the financial statements.

Significant areas of estimation are:

Valuation of properties and investments held for trading: The Groupuses external professional valuers to determine the relevant amounts. The primary source of evidence for property valuations should be recent, comparable market transactions on an arms-length basis. However, the valuation of the Group's property portfolio and investments held for trading are inherently subjective, as they are made on the basis of assumptions made by the valuers which may not prove to be accurate.

Other less significant areas of estimation include the valuation of fixed rate debt and interest rate derivatives, the determination of share-based payment expense, and the actuarial assumptions used in calculating the Group's retirement benefit obligations.

The key areas of accounting judgement are:

REIT status: British Land is a Real Estate Investment Trust (REIT)

and does not pay tax on its property income or gains on property sales, provided that at least 90% of the Group's property income is distributed as a dividend to shareholders, which becomes taxable in their hands. In addition, the Group has to meet certain conditions such as ensuring the property rental business represents more than 75% of total profits and assets. Any potential or proposed changes to the REIT legislation are monitored and discussed with HMRC. It is Management's intention that the Group will continue as a REIT for the foreseeable future.

Accounting for joint ventures and funds: In accordance with IFRS 10 'Consolidated financial statements', IFRS 11 'Joint arrangements', and IFRS 12 'Disclosures of interests in other entities' an assessment is required to determine the degree of control or influence the Group exercises and the form of any control to ensure that the financial statement treatment is appropriate.

Interest in the Group's joint ventures is commonly driven by the terms of the partnership agreements which ensure that control is shared between the partners. These are accounted for under the equity method, whereby the consolidated balance sheet incorporates the Group's share of the net assets of its joint ventures and associates. The consolidated income statement incorporates the Group's share of joint venture and associate profits after tax.

Accounting for transactions: Property transactions are complex in nature and can be material to the financial statements. Assessment is required to determine the most appropriate accounting treatment of assets acquired and of potential contractual arrangements in the legal documents for both acquisitions and disposals. Management consider each transaction separately and, when considered appropriate, seek independent accounting advice.

Held for sale asset: On 1 March 2017 the Group exchanged conditional contracts on an agreement to sell its interest in Leadenhall Holding Co (Jersey) Limited, a joint venture with Oxford Properties. The net investment in the joint venture has been reclassified as a held for sale asset within current assets on the Group balance sheet, and the carrying amount is disclosed separately from the investment in joint ventures and funds within note 8.

Prior to exchange, held for sale criteria were not deemed to be met since the transaction relates to an illiquid asset and is subject to significant uncertainty prior to agreement of terms. However, upon exchange the sale is deemed highly probable as detailed terms have been agreed upon by relevant parties. At this point management expect the carrying amount of the Group's investment in the venture to be recovered principally through a sale transaction rather than continuing operations.

2   Performance measures

Earnings per share

The Group measures financial performance with reference to underlying earnings per share, the European Public Real Estate Association (EPRA) earnings per share and IFRS earnings per share. The relevant earnings and weighted average number of shares (including dilution adjustments) for each performance measure are shown below, and a reconciliation between these is shown within the supplementary disclosures (Table B).

EPRA earnings per share is calculated using EPRA earnings, which is the IFRS profit after taxation attributable to shareholders of the Company excluding investment and development property revaluations, gains/losses on investing and trading property disposals, changes in the fair value of financial instruments and associated close-out costs and their related taxation. In the current year, diluted EPRA earnings per share did not include the dilutive impact of the 2012 convertible bond, as the Group's share price was below the exchange price of 693 pence. IFRS diluted earnings per share includes the dilutive impact as IAS 33 ignores this hurdle to conversion. In the prior year, both measures included the dilutive impact of the  2012 convertible bond, as the Group's share price was above the exchange price.

Underlying earnings per share is calculated using Underlying Profit adjusted for underlying taxation (see note 6). Underlying Profit is the pre-tax EPRA earnings measure, with additional Company adjustments. No Company adjustments were made in either the current or prior year.

Earnings per share 2017 2016
Relevant

earnings

£m
Relevant

number

of shares

million
Earnings

 per share pence
Relevant

earnings

£m
Relevant

number

of shares

million
Earnings

 per share

pence
--- --- --- --- --- --- --- ---
Underlying
Underlying basic 390 1,029 37.9 365 1,025 35.6
Underlying diluted 390 1,033 37.8 371 1,089 34.1
EPRA
EPRA basic 390 1,029 37.9 365 1,025 35.6
EPRA diluted 390 1,033 37.8 371 1,089 34.1
IFRS
Basic 193 1,029 18.8 1,345 1,025 131.2
Diluted1 160 1,091 14.7 1,303 1,089 119.7

1 Prior year diluted EPS has been restated. See note 1.

Net asset value

The Group measures financial position with reference to EPRA net asset value (NAV) per share and EPRA triple net asset value (NNNAV) per share. The net asset value and number of shares for each performance measure is shown below. A reconciliation between IFRS net assets and EPRA net assets, and the relevant number of shares for each performance measure, is shown within the supplementary disclosures (Table B). EPRA net assets is a proportionally consolidated measure that is based on IFRS net assets excluding the mark-to-market on effective cash flow hedges and related debt adjustments, the mark-to-market on the convertible bonds as well as deferred taxation on property and derivative valuations. They include the valuation surplus on trading properties and are adjusted for the dilutive impact of share options.

As at 31 March 2017, EPRA NAV and EPRA NNNAV did not include the dilutive impact of the 2012 convertible bond, as the Group's share price was below the exchange price of 693 pence. IFRS net assets includes the dilutive impact following the treatment of IFRS earnings per share. In the prior year period, both measures included the dilutive impact of the 2012 convertible bond, as the Group's share price was above the exchange price.

Net asset value per share 2017 2016
Relevant

net assets

£m
Relevant

number

of shares

million
Net asset

value per

share

pence
Relevant

net assets

£m
Relevant

number

of shares

million
Net asset

value per

share

pence
--- --- --- --- --- --- --- ---
EPRA
EPRA NAV 9,498 1,038 915 10,074 1,096 919
EPRA NNNAV 8,938 1,038 861 9,640 1,096 880
IFRS
Basic 9,476 1,029 921 9,619 1,029 935
Diluted 9,876 1,096 901 10,019 1,096 914

Total accounting return

The Group also measures financial performance with reference to total accounting return. This is calculated as the increase in EPRA net asset value per share and dividend paid in the year as a percentage of the EPRA net asset value per share at the start of the year.

2017 2016
Decrease in NAV per share

pence
Dividend per share paid

pence
Total

accounting

return
Increase in NAV per share

pence
Dividend per

share paid

pence
Total

accounting

return
--- --- --- --- --- --- --- ---
Total accounting return (4) 28.78 2.7% 90 28.02 14.2%

3   Revenue and costs

2017 2016
Underlying

£m
Capital

and other

£m
Total

£m
Underlying

£m
Capital

and other

£m
Total

£m
--- --- --- --- --- --- --- ---
Rent receivable 449 - 449 437 - 437
Spreading of tenant incentives and guaranteed rent increases (9) - (9) 12 - 12
Surrender premia 2 - 2 2 - 2
Gross rental income 442 - 442 451 - 451
Trading property sales proceeds - 33 33 - 21 21
Service charge income 62 - 62 72 - 72
Management and performance fees (from joint ventures and funds) 9 - 9 8 - 8
Other fees and commissions 43 - 43 38 - 38
Revenue 556 33 589 569 21 590
Trading property cost of sales - (26) (26) - (11) (11)
Service charge expenses (62) - (62) (72) - (72)
Property operating expenses (25) - (25) (26) - (26)
Other fees and commissions expenses (35) - (35) (30) - (30)
Costs (122) (26) (148) (128) (11) (139)
434 7 441 441 10 451

The cash element of net rental income recognised during the year ended 31 March 2017 from properties which were not subject to a security interest was £276m (2015/16: £229m). Property operating expenses relating to investment properties that did not generate any rental income were £2m (2015/16: £1m). Contingent rents of £2m (2015/16: £3m) were recognised in the year.

4   Valuation movements on property

2017

£m
2016

£m
Consolidated income statement
Revaluation of properties (144) 616
Revaluation of properties held by joint ventures and funds accounted for using the equity method (93) 245
(237) 861
Consolidated statement of comprehensive income
Revaluation of owner-occupied properties - 19
(237) 880

5   Net financing costs

2017

£m
2016

£m
Underlying
Financing charges
Bank loans, overdrafts and derivatives (3) (30)
Other loans (83) (88)
Obligations under head leases (2) (2)
(88) (120)
Development interest capitalised 8 9
(80) (111)
Financing income
Deposits, securities and liquid investments 2 3
Loans to joint ventures - 2
2 5
Net financing charges - underlying (78) (106)
Capital and other
Financing charges
Valuation movements on translation of foreign currency debt - 2
Hedging reserve recycling - (2)
Valuation movements on fair value derivatives 51 54
Valuation movements on fair value debt (48) (53)
Recycling of fair value movement on close-out of derivatives (10) (6)
Capital financing costs1 (15) (29)
Fair value movement on non-hedge accounted derivatives (7) -
(29) (34)
Financing income
Fair value movement on convertible bonds 42 64
Fair value movement on non-hedge accounted derivatives - 1
42 65
Net financing income - capital 13 31
Net financing costs
Total financing income 44 70
Total financing charges (109) (145)
Net financing costs (65) (75)

1 Primarily debenture bonds redemption and tender offer and purchase costs.

Interest payable on unsecured bank loans and related interest rate derivatives was £13m (2015/16: £19m). Interest on development expenditure is capitalised at the Group's weighted average interest rate of 2.4% (2015/16: 2.6%). The weighted average interest rate on a proportionately consolidated basis at 31 March 2017 was 3.1% (2015/16: 3.3%).

6   Taxation

2017

£m
2016

£m
Taxation income (expense)
Current taxation:
UK corporation taxation: 20% (2015/16: 20%) (3) (15)
Adjustments in respect of prior years 4 17
Total current taxation income 1 2
Deferred taxation on revaluations and derivatives - 31
Group total taxation 1 33
Attributable to joint ventures and funds 1 (1)
Total taxation income 2 32
Taxation reconciliation
Profit on ordinary activities before taxation 195 1,331
Less: profit attributable to joint ventures and funds1 (52) (397)
Group profit on ordinary activities before taxation 143 934
Taxation on profit on ordinary activities at UK corporation taxation rate of 20% (2015/16: 20%) (29) (187)
Effects of:
REIT exempt income and gains 28 161
Taxation losses (2) 11
Deferred taxation on revaluations and derivatives - 31
Adjustments in respect of prior years 4 17
Group total taxation income 1 33

1 A current taxation expense of £nil (2015/16: charge of £1m) and a deferred taxation credit of £1m (2015/16: expense of £nil) arose on profits attributable to joint ventures and funds. The low tax charges reflects the Group's REIT status.

Taxation expense attributable to Underlying Profit for the year ended 31 March 2017 was a £nil (2015/16: £2m). Corporation taxation payable at

31 March 2017 was £30m (2015/16: £18m) as shown on the balance sheet.

7   Property

Property reconciliation for the year ended 31 March 2017

Investment
Retail

Level 3

£m
Offices & residential

Level 3

£m
Canada

Water

Level 3

£m
Developments

Level 3

£m
Investment

and

development properties

Level 3

£m
Trading properties

£m
Owner-

occupied

Level 3

£m
Total

£m
--- --- --- --- --- --- --- --- ---
Carrying value at 1 April 2016 5,617 3,436 256 334 9,643 325 95 10,063
Additions
- property purchases 80 - 8 - 88 - - 88
- development expenditure 12 4 10 55 81 56 - 137
- capitalised interest and staff costs - - 2 3 5 5 - 10
- capital expenditure on asset

management initiatives
82 9 1 - 92 - - 92
174 13 21 58 266 61 - 327
Depreciation - - - - - - (1) (1)
Disposals (624) (39) - (7) (670) (26) - (696)
Reclassifications - 271 27 (271) 27 (27) - -
Revaluations included in income statement (105) (57) (18) 36 (144) - - (144)
Movement in tenant incentives and contracted rent uplift balances (41) (8) - - (49) 1 - (48)
Carrying value at 31 March 2017 5,021 3,616 286 150 9,073 334 94 9,501
Head lease liabilities (note 12) (64)
Valuation surplus on trading properties 83
Group property portfolio valuation at 31 March 2017 9,520
Non-controlling interests (310)
Group property portfolio valuation at 31 March 2017 attributable to shareholders 9,210

Property valuation

The different valuation method levels are defined below:

Level 1:  Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:  Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

Level 3:  Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

These levels are specified in accordance with IFRS 13 'Fair Value Measurement'. Property valuations are inherently subjective as they are made on the basis of assumptions made by the valuer which may not prove to be accurate. For these reasons, and consistent with EPRA's guidance, we have classified the valuations of our property portfolio as Level 3 as defined by IFRS 13. The inputs to the valuations are defined as 'unobservable' by IFRS 13 and these are analysed in a table on the following page. There were no transfers between levels in the period.

The Group's total property portfolio was valued by external valuers on the basis of fair value, in accordance with the RICS Valuation - Professional Standards 2014, ninth edition, published by The Royal Institution of Chartered Surveyors.

The information provided to the valuers, and the assumptions and valuations models used by the valuers are reviewed by the property portfolio team, the Head of Offices, the Head of Retail and the Chief Financial Officer. The valuers meet with the external auditors and also present directly to the Audit Committee at the interim and year end review of results.

Investment properties, excluding properties held for development, are valued by adopting the 'investment method' of valuation. 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 future rental values are based on comparable property and leasing transactions in the market using the valuers' professional judgement and market observation. Other factors taken into account in the valuations include the tenure of the property, tenancy details and ground and structural conditions.

In the case of ongoing developments, the approach applied is the 'residual method' of valuation, which is the investment method of valuation as described above, with a deduction for all costs necessary to complete the development, including a notional finance cost, together with a further allowance for remaining risk. Properties held for development are generally valued by adopting the higher of the residual method of valuation, allowing for all associated risks, or the investment method of valuation for the existing asset.

Copies of the valuation certificates of Knight Frank LLP, CBRE and Jones Lang LaSalle can be found at www.britishland.com/reports

A breakdown of valuations split between the Group and its share of joint ventures and funds is shown below:

2017 2016
Group

£m
Joint

ventures

and funds

£m
Total

£m
Group

£m
Joint

ventures

and funds

£m
Total

£m
--- --- --- --- --- --- --- ---
Knight Frank LLP 7,031 2,883 9,914 7,529 3,576 11,105
CBRE 2,489 1,380 3,869 2,582 1,361 3,943
Jones Lang LaSalle - 538 538 - - -
Total property portfolio valuation 9,520 4,801 14,321 10,111 4,937 15,048
Non-controlling interests (310) (71) (381) (324) (76) (400)
Total property portfolio valuation

attributable to shareholders
9,210 4,730 13,940 9,787 4,861 14,648

Information about fair value measurements using unobservable inputs (Level 3) for the year ended 31 March 2017

Investment Fair value at

31 March 2017

£m
Valuation

technique
ERV per sq ft Equivalent Yield Costs to complete per sq ft
Min

£
Max

£
Average

£
Min

%
Max

%
Average

%
Min

£
Max

£
Average

£
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Retail 4,987 Investment methodology 2 77 22 4 11 5 - 48 6
Offices1,2 3,695 Investment methodology 7 117 54 4 7 5 - 150 20
Canada Water 271 Investment methodology 15 25 22 2 5 3 - 18 10
Developments2 150 Residual methodology 18 72 54 2 6 4 - 616 508
Total 9,103
Trading properties

at fair value
417
Group property portfolio valuation 9,520

1 Includes owner-occupied.

2 Includes Residential with an average capital value per sq ft of £981 including developments at end value and mixed use.

All other factors being equal:

-       a higher equivalent yield or discount rate would lead to a decrease in the valuation of an asset;

-       an increase in the current or estimated future rental stream would have the effect of increasing the capital value; and

-       an increase in the costs to complete would lead to a decrease in the valuation of an asset.

However, there are interrelationships between the unobservable inputs which are partially determined by market conditions, which would impact on these changes. There were no transfers between valuation levels in the period.

8   Joint ventures and funds

Summary movement for the year of the investments in joint ventures and funds

Joint ventures

£m
Funds

£m
Total

£m
Equity

£m
Loans

£m
Total

£m
At 1 April 2016 3,109 244 3,353 2,833 520 3,353
Additions 59 3 62 13 49 62
Disposals (30) - (30) - (30) (30)
Share of profit on ordinary activities after taxation 44 8 52 52 - 52
Distributions and dividends:
Capital (73) - (73) (73) - (73)
Revenue (45) (14) (59) (59) - (59)
Hedging and exchange movements 1 - 1 1 - 1
Reclassification of venture as held for sale asset (see page 8) (540) - (540) (355) (185) (540)
At 31 March 2017 2,525 241 2,766 2,412 354 2,766

Additional investments in joint ventures and funds covenant information

At 31 March 2017 the investments in joint ventures included within the total investments in joint ventures and funds and joint venture held for sale was £3,299m (2015/16: £3,348m), being the £2,766m total investment shown above, plus the £540m joint venture held for sale, less the net investment of £7m (2015/16: £5m) in PREF, a property fund in Continental Europe.

The summarised income statements and balance sheets below and on the following page show 100% of the results, assets and liabilities of joint ventures and funds. Where necessary these have been restated to the Group's accounting policies.

Joint ventures' and funds' summary financial statements for the year ended 31 March 2017

Broadgate

REIT

Ltd1
MSC Property

Intermediate

Holdings Ltd
BL Sainsbury

Superstores

Ltd
Tesco Joint

Ventures2
The SouthGate Limited Partnership USS

Joint

Ventures3
Leadenhall

Holding Co

(Jersey) Ltd4
Hercules Unit Trust

joint ventures

and sub-funds5
Other

joint ventures

and funds6
Total

2017
Total

Group share

2017
Partners Euro Bluebell LLP

(GIC)
Norges Bank Investment

Management
J Sainsbury plc Tesco PLC Aviva

Investors
Universities Superannuation Scheme Group

PLC
Oxford

Properties
Property sector City Offices

Broadgate
Shopping Centres

Meadowhall
Superstores Superstores Shopping

Centres
Shopping

Centres
City Offices

Leadenhall
Retail

Parks
Group share 50% 50% 50% 50% 50% 50% 50% Various
Summarised income statements £m £m £m £m £m £m £m £m £m £m £m
Revenue7 245 99 49 19 17 14 43 35 1 522 260
Costs (52) (23) - - (5) (5) (10) (4) (1) (100) (50)
193 76 49 19 12 9 33 31 - 422 210
Administrative expenses - - - (2) (1) - - - (1) (4) (2)
Net interest payable (82) (35) (21) (9) (1) - - (4) - (152) (76)
Underlying profit 111 41 28 8 10 9 33 27 (1) 266 132
Net valuation movement (185) (1) (46) (29) (6) (7) 107 (16) - (183) (93)
Capital financing costs - - (12) - - - - - - (12) (6)
Profit on disposal of investment properties and investments - - 3 (3) - - - - 34 34 18
(Loss) profit on ordinary activities before taxation (74) 40 (27) (24) 4 2 140 11 33 105 51
Taxation - - - 2 - - - - - 2 1
(Loss) profit on ordinary activities after taxation (74) 40 (27) (22) 4 2 140 11 33 107 52
Other comprehensive income 1 - - 1 - - - - - 2 1
Total comprehensive income (73) 40 (27) (21) 4 2 140 11 33 109 53
British Land share of total comprehensive (expense) income (37) 20 (15) (10) 2 1 70 5 17 53
British Land share of distributions payable 32 17 55 4 1 - 5 14 4 132
Summarised balance sheets £m £m £m £m £m £m £m £m £m £m £m
Investment and trading properties 4,478 1,842 769 325 264 247 - 603 1 8,529 4,265
Current assets 2 5 - - 1 1 3 52 64 32
Cash and deposits 290 37 17 2 8 7 - 10 28 399 200
Gross assets 4,770 1,884 786 327 273 255 - 616 81 8,992 4,497
Current liabilities (88) (41) (22) (2) (4) (6) - (10) (19) (192) (96)
Bank and securitised debt (1,794) (668) (367) (185) - - - (139) - (3,153) (1,577)
Loans from joint venture partners (357) (317) - - - (22) - - (12) (708) (354)
Other non-current liabilities (56) (23) - (4) (28) - - (4) - (115) (58)
Gross liabilities (2,295) (1,049) (389) (191) (32) (28) - (153) (31) (4,168) (2,085)
Net assets 2,475 835 397 136 241 227 - 463 50 4,824 2,412
British Land share of net assets less shareholder loans 1,237 417 199 68 121 114 - 231 25 2,412

1 Included within the Broadgate REIT net valuation movement is a £20m payment received in December 2016 from UBS A.G. in relation to the development and occupation of 5 Broadgate, and subsequent vacation of 100 Liverpool Street, including 8-10 Broadgate.

2 Tesco joint ventures include BLT Holdings (2010) Limited as at 31 March 2017.

3 USS joint ventures include the Eden Walk Shopping Centre Unit Trust and the Fareham Property Partnership.

4 The Leadenhall column shows the equity accounted profit and loss for the period. Due to the transaction which exchanged in March 2017, the net investment in this venture was reclassified as a held for sale asset.

5 Hercules Unit Trust joint ventures and sub-funds includes 50% of the results of Deepdale Co-Ownership Trust, Gibraltar Limited Partnership and Valentine Co-Ownership Trust and 41.25% of Birstall Co-Ownership Trust. The balance sheet shows 50% of the assets of these joint ventures and sub-funds.

6 Included in the column headed 'Other joint ventures and funds' are contributions from the following: BL Goodman Limited Partnership, The Aldgate Place Limited Partnership, Bluebutton Property Management UK Limited, City of London Office Unit Trust and Pillar Retail Europark Fund (PREF). The Group's ownership share of PREF is 65%, however as the Group is not able to exercise control over significant decisions of the fund, the Group equity accounts for its interest in PREF.

7 Revenue includes gross rental income at 100% share of £437m (2015/16: £451m).

The borrowings of joint ventures and funds and their subsidiaries are non-recourse to the Group. All joint ventures are incorporated in the United Kingdom, with

the exception of Broadgate REIT Limited, the Eden Walk Shopping Centre Unit Trust and Leadenhall Holding Co (Jersey) Limited which are incorporated in Jersey.

Of the funds, the Hercules Unit Trust (HUT) joint ventures and sub-funds are incorporated in Jersey and PREF in Luxembourg.

These financial statements include the results and financial position of the Group's interest in the Fareham Property Partnership, the Aldgate Place Limited Partnership, the BL Goodman Limited Partnership, the Auchinlea Partnership and the Gibraltar Limited Partnership. Accordingly, advantage has been taken of the exemptions provided by Regulation 7 of the Partnership (Accounts) Regulations 2008, not to attach the partnership accounts to these financial statements.

Joint venture held for sale

On 1 March 2017 the Group exchanged conditional contracts on an agreement to sell its interest in Leadenhall Holding Co (Jersey) Limited, a joint venture with Oxford Properties. The transaction is expected to complete in the first half of the next financial year, and therefore the net investment in the joint venture has been recognised as a held-for-sale asset from the date of exchange. The net investment as at 31 March 2017 is summarised below.

Joint venture held for sale - summarised balance sheet for the year ended 31 March

Leadenhall Holding Co (Jersey) Limited
2017

£m
2016

£m
Investment property 1,075 -
Current assets 17 -
Current liabilities (13) -
Loans from joint venture partners (371) -
Net assets 708 -
British Land share of net assets less shareholder loans 355 -

Operating cash flows of joint ventures and funds (Group share)

2017

£m
2016

£m
Rental income received from tenants 207 208
Fees and other income received - 1
Operating expenses paid to suppliers and employees (20) (18)
Cash generated from operations 187 191
Interest paid (84) (86)
Interest received 1 1
UK corporation tax paid (2) (3)
Foreign tax paid - (1)
Cash inflow from operating activities 102 102
Cash inflow from operating activities deployed as:
Surplus cash retained within joint ventures and funds 43 44
Revenue distributions per consolidated statement of cash flows 59 58
Revenue distributions split between controlling and non-controlling interests
Attributable to non-controlling interests 4 4
Attributable to shareholders of the Company 55 54

9   Other investments

2017 2016
Investment

held for

trading

£m
Loans, receivables

and other

£m
Total

£m
Investment

held for

trading

£m
Loans,

receivables

and other

£m
Total

£m
--- --- --- --- --- --- --- ---
At 1 April 101 41 142 99 280 379
Additions - 25 25 - 35 35
Disposals - (2) (2) - (272) (272)
Revaluation (8) - (8) 2 - 2
Depreciation - (3) (3) - (2) (2)
At 31 March 93 61 154 101 41 142

The investment held for trading comprises interests as a trust beneficiary. The trust's assets comprise freehold reversions in a pool of commercial properties, comprising Sainsbury's superstores. The interest was categorised as Level 3 in the fair value hierarchy, is subject to the same inputs as those disclosed in note 7, and its fair value was determined by the Directors, supported by an external valuation.

10 Debtors

2017

£m
2016

£m
Trade and other debtors 22 24
Deposits received relating to held for sale asset1 144 -
Prepayments and accrued income 5 9
171 33

1 Relates to deposit received on held for sale joint venture transaction (see note 8) recognised as a financial asset, the realisation of which is conditional and not guaranteed as at the balance sheet date.

Trade and other debtors are shown after deducting a provision for bad and doubtful debts of £14m (2015/16: £16m). The charge to the income statement in relation to bad and doubtful debts was £1m (2015/16: £1m).

The Directors consider that the carrying amount of trade and other debtors is approximate to their fair value. There is no concentration of credit

risk with respect to trade debtors as the Group has a large number of customers who are paying their rent in advance.

As at 31 March, trade and other debtors outside their payment terms yet not provided for are as follows:

Total

£m
Within

credit terms

£m
Outside credit terms but not impaired
0-1

month

£m
1-2

months

£m
More than

2 months

£m
2017 22 7 9 4 2
2016 24 12 11 1 -

11 Creditors

2017

£m
2016

£m
Trade creditors 127 39
Deposits received relating to held for sale asset1 144 -
Other taxation and social security 32 34
Accruals 83 72
Deferred income 72 73
458 218

1 Relates to deposit received on held for sale joint venture transaction (see note 8) recognised as a financial lability, the realisation of which is conditional and not guaranteed as at the balance sheet date.

Trade creditors are interest-free and have settlement dates within one year. The Directors consider that the carrying amount of trade and other creditors is approximate to their fair value.

12 Other non-current liabilities

2017

£m
2016

£m
Other creditors 1 70
Head leases1 64 46
Net pension liabilities 13 6
78 122

1 Includes £nil in relation to head lease liabilities on trading properties held at cost (2015/16: £9m).

13 Deferred tax

The movement on deferred tax is as shown below:

Deferred tax assets year ended 31 March 2017

1 April

2016

£m
Credited to income

£m
Credited (debited) to equity

£m
Transferred to corporation tax

£m
31 March

2017

£m
Interest rate and currency derivative revaluations 5 (1) - - 4
Other timing differences 6 1 - - 7
11 - - - 11

Deferred tax liabilities year ended 31 March 2017

£m £m £m £m £m
Property and investment revaluations (7) - - - (7)
Interest rate and currency derivative revaluations - - - - -
Other timing differences (1) - - 1 -
(8) - - 1 (7)
Net deferred tax assets 3 - - 1 4

Deferred tax assets year ended 31 March 2016

1 April

2015

£m
Credited to income

£m
Credited (debited) to equity

£m
Transferred to joint ventures

£m
31 March

2016

£m
Interest rate and currency derivative revaluations - - 5 - 5
Other timing differences - 6 - - 6
- 6 5 - 11

Deferred tax liabilities year ended 31 March 2016

£m £m £m £m £m
Property and investment revaluations (5) - (2) - (7)
Interest rate and currency derivative revaluations (4) 25 (21) - -
Other timing differences (3) - - 2 (1)
(12) 25 (23) 2 (8)
Net deferred tax (liability) assets (12) 31 (18) 2 3

The following corporation tax rates have been substantively enacted; 19% effective from 1 April 2017 reducing to 17% effective from 1 April 2020. The deferred tax assets and liabilities have been calculated at the tax rate effective in the period that the tax is expected to crystallise.

The Group has recognised a deferred tax asset calculated at 17% (2015/2016: 18%) of £5m (2015/2016: £6m) in respect of capital losses from previous years available for offset against future capital profit. Further unrecognised deferred tax assets in respect of capital losses of £129m (2015/2016: £60m) exist at 31 March 2017.

The Group has recognised deferred tax assets on derivative revaluations to the extent that future matching taxable profits are expected to arise.

At 31 March 2017, the Group had an unrecognised deferred tax asset calculated at 17% (2015/2016: 18%) of £50m (2015/2016: £51m) in respect

of UK revenue tax losses from previous years.

Under the REIT regime, development properties which are sold within three years of completion do not benefit from tax exemption. At 31 March 2017, the value of such properties is £176m (2015/2016: £967m) and if these properties were to be sold and no tax exemption was available, the tax arising would be £13m (2015/16: £56m).

14 Net debt

Footnote 2017

£m
2016

£m
Secured on the assets of the Group
9.125% First Mortgage Debenture Stock 2020 1.1 34 34
5.264% First Mortgage Debenture Bonds 2035 377 371
5.0055% First Mortgage Amortising Debentures 2035 99 100
5.357% First Mortgage Debenture Bonds 2028 348 349
6.75% First Mortgage Debenture Stock 2020 - 62
Bank loans 1.2, 1.3 475 733
Loan notes 2 2
1,335 1,651
Unsecured
5.50% Senior Notes 2027 102 101
3.895% Senior US Dollar Notes 2018 2 32 28
4.635% Senior US Dollar Notes 2021 2 181 165
4.766% Senior US Dollar Notes 2023 2 113 105
5.003% Senior US Dollar Notes 2026 2 73 69
3.81% Senior Notes 2026 114 113
3.97% Senior Notes 2026 117 116
1.5% Convertible Bond 2017 406 445
0% Convertible Bond 2020 331 334
Bank loans and overdrafts 477 634
1,946 2,110
Gross debt 3 3,281 3,761
Interest rate and currency derivative liabilities 144 137
Interest rate and currency derivative assets (217) (167)
Cash and short term deposits 4,5 (114) (114)
Total net debt 3,094 3,617
Net debt attributable to non-controlling interests (103) (104)
Net debt attributable to shareholders of the Company 2,991 3,513

1 These are non-recourse borrowings with no recourse for repayment to other companies or assets in the Group:

2017

£m
2016

£m
1.1 BLD Property Holdings Ltd 34 34
1.2 Hercules Unit Trust 475 443
1.3 TBL Properties Limited and subsidiaries - 290
509 767

2 Principal and interest on these borrowing were fully hedged into Sterling at a floating rate at the time of issue.

3 The principal amount of gross debt at 31 March 2017 was £3,069m (2015/16: £3,552m). Included in this is the principal amount of secured borrowings and other borrowings of non-recourse companies of £1,238m of which the borrowings of the partly-owned subsidiary, Hercules Unit Trust, not beneficially owned by the Group is £112m.

4 Included within cash and short term deposits is the cash and short term deposits of Hercules Unit Trust, of which £9m is the proportion not beneficially owned by the Group.

5 Cash and deposits not subject to a security interest amount to £99m (2015/16: £93m).

Maturity analysis of net debt

2017

£m
2016

£m
Repayable: within one year and on demand 464 74
Between:                one and two years 31 504
two and five years 1,283 1,491
five and ten years 783 807
ten and fifteen years 332 500
fifteen and twenty years 388 385
twenty and twenty five years - -
2,817 3,687
Gross debt 3,281 3,761
Interest rate and currency derivatives (73) (30)
Cash and short term deposits (114) (114)
Net debt 3,094 3,617

1.5% Convertible bond 2012 (maturity 2017)

On 10 September 2012, British Land (Jersey) Limited (the 2012 Issuer), a wholly-owned subsidiary of the Group, issued £400 million 1.5% guaranteed convertible bonds due 2017 (the 2012 bonds) at par. The 2012 Issuer is fully guaranteed by the Company in respect of the 2012 bonds.

Subject to their terms, the 2012 bonds are convertible into preference shares of the 2012 Issuer which are automatically transferred to the Company in exchange for ordinary shares in the Company or, at the Company's election, any combination of ordinary shares and cash. Bondholders may exercise their conversion right at any time up to (but excluding) the 20th dealing day before 10 September 2017 (the maturity date).

The initial exchange price was 693.07 pence per ordinary share. The exchange price is adjusted based on certain events.

From 25 September 2015, the Company has the option to redeem the 2012 bonds at par if the Company's share price has traded above 130% of the exchange price for a specified period, or at any time once 85% by nominal value of the 2012 bonds have been converted, redeemed, or purchased and cancelled. The 2012 bonds will be redeemed at par on 10 September 2017 (the maturity date) if they have not already been converted, redeemed or purchased and cancelled. No redemption of the bonds occurred in the year.

0% Convertible bond 2015 (maturity 2020)

On 9 June 2015, British Land (White) 2015 Limited (the 2015 Issuer), a wholly owned subsidiary of the Group, issued £350 million zero coupon guaranteed convertible bonds due 2020 (the 2015 bonds) at par. The 2015 Issuer is fully guaranteed by the Company in respect of the 2015 bonds.

Subject to their terms, the 2015 bonds are convertible into preference shares of the 2015 Issuer which are automatically transferred to the Company in exchange for ordinary shares in the Company or, at the Company's election, any combination of ordinary shares and cash. From 20 July 2015 up to and including 29 June 2018, a bondholder may exercise its conversion right if the share price has traded at a level exceeding 130% of the exchange price for a specified period. Thereafter, and up to but excluding the 7th dealing day before 9 June 2020 (the maturity date), a bondholder may convert at any time.

The initial exchange price was 1103.32 pence per ordinary share. The exchange price is adjusted based on certain events (such as the Company paying dividends in any quarter above 3.418 pence per ordinary share). As at 31 March 2017 the exchange price was 1063.79 pence per ordinary share.

From 30 June 2018, the Company has the option to redeem the 2015 bonds at par if the Company's share price has traded above 130% of the exchange price for a specified period, or at any time once 85% by nominal value of the 2015 bonds have been converted, redeemed, or purchased and cancelled. The 2015 bonds will be redeemed at par on 9 June 2020 (the maturity date) if they have not already been converted, redeemed or purchased and cancelled.

Fair value and book value of net debt

2017 2016
Fair value

£m
Book value

£m
Difference

£m
Fair value

£m
Book value

£m
Difference

£m
--- --- --- --- --- --- --- ---
Debentures and unsecured bonds 1,682 1,590 92 1,637 1,613 24
Convertible bonds 737 737 - 779 779 -
Bank debt and other floating rate debt 963 954 9 1,384 1,369 15
Gross debt 3,382 3,281 101 3,800 3,761 39
Interest rate and currency derivative liabilities 144 144 - 137 137 -
Interest rate and currency derivative assets (217) (217) - (167) (167) -
Cash and short term deposits (114) (114) - (114) (114) -
Net debt 3,195 3,094 101 3,656 3,617 39
Net debt attributable to non-controlling interests (105) (103) (2) (106) (104) (2)
Net debt attributable to shareholders of the Company 3,090 2,991 99 3,550 3,513 37

The fair values of debentures, unsecured bonds and the convertible bonds have been established by obtaining quoted market prices from brokers. The bank debt and other floating rate debt has been valued assuming it could be renegotiated at contracted margins. The derivatives have been valued by calculating the present value of expected future cash flows, using appropriate market discount rates, by an independent treasury advisor.

Short term debtors and creditors and other investments have been excluded from the disclosures on the basis that the fair value is equivalent to the book value. The fair value hierarchy level (as defined in note 7) of debt held at amortised cost whose fair value is disclosed is level 2.

Group loan to value (LTV)

2017

£m
2016

£m
Group loan to value (LTV) 22.6% 25.2%
Principal amount of gross debt 3,069 3,552
Less debt attributable to non-controlling interests (112) (109)
Less cash and short term deposits (balance sheet) (114) (114)
Plus cash attributable to non-controlling interests 9 8
Total net debt for LTV calculation 2,852 3,337
Group property portfolio valuation (note 7) 9,520 10,111
Investments in joint ventures and funds (note 8) 2,766 3,353
Joint venture held for sale (note 8) 540 -
Other investments (note 9) 154 142
Less property and investments attributable to non-controlling interests (364) (384)
Total assets for LTV calculation 12,616 13,222

Proportionally consolidated loan to value (LTV)

2017

£m
2016

£m
Proportionally consolidated loan to value (LTV) 29.9% 32.1%
Principal amount of gross debt 4,649 5,217
Less debt attributable to non-controlling interests (128) (128)
Less cash and short term deposits (323) (353)
Plus cash attributable to non-controlling interests 9 9
Total net debt for proportional LTV calculation 4,207 4,745
Group property portfolio valuation (note 7) 9,520 10,111
Share of property of joint ventures and funds (note 7) 4,801 4,937
Other investments (note 9) 154 142
Less other investments attributable to joint ventures and funds (3) (4)
Less property attributable to non-controlling interests (381) (400)
Total assets for proportional LTV calculation 14,091 14,786

British Land Unsecured Financial Covenants

The two financial covenants applicable to the Group unsecured debt including convertible bonds are shown below:

2017

£m
2016

£m
Net Borrowings not to exceed 175% of Adjusted Capital and Reserves 29% 34%
Principal amount of gross debt 3,069 3,552
Less the relevant proportion of borrowings of the partly-owned subsidiary/non-controlling interests (112) (109)
Less cash and deposits (balance sheet) (114) (114)
Plus the relevant proportion of cash and deposits of the partly-owned subsidiary/non-controlling interests 9 8
Net Borrowings 2,852 3,337
Share capital and reserves (balance sheet) 9,476 9,619
EPRA deferred tax adjustment (EPRA Table A) 3 5
Trading property surpluses (EPRA Table A) 83 93
Exceptional refinancing charges (see below) 274 287
Fair value adjustments of financial instruments (EPRA Table A) 155 198
Less reserves attributable to non-controlling interests (balance sheet) (255) (277)
Adjusted Capital and Reserves 9,736 9,925

In calculating Adjusted Capital and Reserves for the purpose of the unsecured debt financial covenants, there is an adjustment of £274m (2015/16: £287m) to reflect the cumulative net amortised exceptional items relating to the refinancings in the years ended 31 March 2005, 2006 and 2007.

2017

£m
2016

£m
Net Unsecured Borrowings not to exceed 70% of Unencumbered Assets 26% 29%
Principal amount of gross debt 3,069 3,552
Less cash and deposits not subject to a security interest (being £99m less the relevant proportion of cash and deposits of the partly owned subsidiary/non-controlling interests of £3m) (96) (88)
Less principal amount of secured and non-recourse borrowings (1,238) (1,563)
Net Unsecured Borrowings 1,735 1,901
Group property portfolio valuation (note 7) 9,520 10,111
Investments in joint ventures and funds (note 8) 2,766 3,353
Joint venture held for sale (note 8) 540 -
Other investments (note 9) 154 142
Less investments in joint ventures and joint venture held for sale (note 8) (3,299) (3,348)
Less encumbered assets (3,040) (3,803)
Unencumbered Assets 6,641 6,455

Reconciliation of movement in Group net debt for the year ended 31 March 2017

2016 Cash flows Transfers3 Foreign exchange Fair value Arrangement

costs

amortisation
2017
Short term borrowings 74 (74) 464 - - - 464
Long term borrowings 3,687 (423) (464) 49 (36) 4 2,817
Derivatives1 (30) 1 - (48) 4 - (73)
Total liabilities from financing activities 3,731 (496) - 1 (32) 4 3,208
Cash and cash equivalents (114) - - - - - (114)
Net debt 3,617 (496) - 1 (32) 4 3,094

Reconciliation of movement in Group net debt for the year ended 31 March 2016

2015 Cash flows Transfers3 Foreign exchange Fair value Arrangement

costs

amortisation
2016
Short term borrowings 102 (104) 74 2 - - 74
Long term borrowings 3,847 (98) (74) 14 (9) 7 3,687
Derivatives2 (13) 22 - (13) (26) - (30)
Total liabilities from financing activities 3,936 (180) - 3 (35) 7 3,731
Cash and cash equivalents (108) (6) - - - - (114)
Net debt 3,828 (186) - 3 (35) 7 3,617

1 Cash flows on derivatives include £14m of net receipts on derivative interest.

2 Cash flows on derivatives include £7m of net receipts on derivative interest.

3 Transfers comprises debt maturing from long term to short term borrowings.

Fair value hierarchy

The table below provides an analysis of financial instruments carried at fair value, by the valuation method. The fair value hierarchy levels are defined in note 7.

2017 2016
Level 1

£m
Level 2

£m
Level 3

£m
Total

£m
Level 1

£m
Level 2

£m
Level 3

£m
Total

£m
--- --- --- --- --- --- --- --- --- ---
Interest rate and currency derivative assets - (217) - (217) - (167) - (167)
Other investments - available for sale (14) - - (14) - - - -
Other investments - held for trading - - (93) (93) - - (101) (101)
Assets (14) (217) (93) (324) - (167) (101) (268)
Interest rate and currency derivative liabilities - 144 - 144 - 137 - 137
Convertible bonds 737 - - 737 779 - - 779
Liabilities 737 144 - 881 779 137 - 916
Total 723 (73) (93) 557 779 (30) (101) 648

Categories of financial instruments

2017

£m
2016

£m
Financial assets
Fair value through income statement
Other investments - held for trading 93 101
Derivatives in designated hedge accounting relationships 215 164
Derivatives not in designated hedge accounting relationships 2 3
Loans and receivables
Debtors 166 24
Cash and short term deposits 114 114
Other investments - loans and receivables 61 41
651 447
Financial liabilities
Fair value through income statement
Convertible bonds (737) (779)
Derivatives in designated hedge accounting relationships (143) (137)
Derivatives not in designated accounting relationships (1) -
Amortised cost
Gross debt (2,544) (2,982)
Head leases payable (64) (46)
Creditors (373) (133)
(3,862) (4,077)
Total (3,211) (3,630)

Gains and losses on financial instruments, as classed above, are disclosed in note 5 (net financing costs), note 10 (debtors), note 4 (valuation movements on property), the consolidated income statement and the consolidated statement of comprehensive income. The Directors consider that the carrying amounts of other investments and head leases payable are approximate to their fair value, and that the carrying amounts are recoverable.

Maturity of committed undrawn borrowing facilities

2017

£m
2016

£m
Maturity date:          over five years 125 -
between four and five years 1,110 1,113
between three and four years 58 95
Total facilities available for more than three years 1,293 1,208
Between two and three years 149 85
Between one and two years - -
Within one year 2 60
Total 1,444 1,353

The above facilities are comprised of British Land undrawn facilities of £1,322m, plus undrawn facilities of Hercules Unit Trust totalling £122m.

15 Dividend

The fourth quarter interim dividend of 7.30 pence per share, totalling £75m (2015/16: 7.09 pence per share, totalling £73m) was approved by the Board on 16 May 2017 and is payable on 4 August 2017 to shareholders on the register at the close of business on 30 June 2017.

The Board will announce the availability of the Scrip Dividend Alternative, if available, via the Regulatory News Service and on its website (www.britishland.com/dividends), no later than four business days before the ex-dividend date of 30 June 2017. The Board expects to announce the split between Property Income Distributions (PID) and non-PID income at that time. Any Scrip Dividend Alternative will not be enhanced. PID dividends are paid, as required by REIT legislation, after deduction of withholding tax at the basic rate (currently 20%), where appropriate. Certain classes of shareholders may be able to elect to receive dividends gross. Please refer to our website www.britishland.com/dividends for details.

Payment date Dividend Pence per share 2017

£m
2016

£m
Current year dividends
05.08.2017 2017 4th interim 7.30
06.05.2017 2017 3rd interim 7.30
12.02.2017 2017 2nd interim 7.30 75
06.11.2016 2017 1st interim 7.30 75
29.20
Prior year dividends
05.08.2016 2016 4th interim 7.091 73
06.05.2016 2016 3rd interim 7.09 73
12.02.2016 2016 2nd interim 7.09 73
06.11.2015 2016 1st interim 7.09 72
28.36
07.08.2015 2015 4th interim 6.922 71
06.05.2015 2015 3rd interim 6.92 71
Dividends in consolidated statement

of changes in equity
296 287
Dividends settled in shares - (52)
Dividends settled in cash 296 235
Timing difference relating to payment

of withholding tax
(1) -
Dividends in cash flow statement 295 235

1 Dividend split half PID, half non-PID.

2 Scrip alternative treated as non-PID for this dividend.

16 Share capital and reserves

2017 2016
Number of ordinary shares in issue at 1 April 1,040,562,323 1,031,788,286
Share issues 472,735 8,774,037
At 31 March 1, 041,035,058 1,040,562,323

Of the issued 25p ordinary shares, 7,783 shares were held in the ESOP trust (2015/16: 627), 11,266,245 shares were held as treasury shares (2015/16: 11,266,245) and 1,029,761,030 shares were in free issue (2015/16: 1,029,295,541). No treasury shares were acquired by the ESOP trust during the year.

All issued shares are fully paid.

Hedging and translation reserve

The hedging and translation reserve comprises the effective portion of the cumulative net change in the fair value of cash flow and foreign currency hedging instruments, as well as all foreign exchange differences arising from the translation of the financial statements of foreign operations. The foreign exchange differences also include the translation of the liabilities that hedge the Company's net investment in a foreign subsidiary.

Revaluation reserve

The revaluation reserve relates to owner-occupied properties and investments in joint ventures and funds.

Merger reserve

This comprises the premium on the share placing in March 2013. No share premium is recorded in the Company's financial statements, through the operation of the merger relief provisions of the Companies Act 2006.

17 Segment information

The Group allocates resources to investment and asset management according to the sectors it expects to perform over the medium term. Its three principal sectors are Offices, Retail and Canada Water. The Office sector includes residential, as this is often incorporated into Office schemes. The Offices sector also includes the British Land share of the Leadenhall joint venture (see note 8). The Retail sector includes leisure, as this is often incorporated into Retail schemes.

The relevant gross rental income, net rental income, operating result and property assets, being the measures of segment revenue, segment result and segment assets used by the management of the business, are set out below. Management reviews the performance of the business principally on a proportionally consolidated basis, which includes the Group's share of joint ventures and funds on a line-by-line basis and excludes non-controlling interests in the Group's subsidiaries. The chief operating decision maker for the purpose of segment information is the Executive Committee.

Gross rental income is derived from the rental of buildings and the sale of trading properties. Operating result is the net of net rental income, fee income and administrative expenses. No customer exceeded 10% of the Group's revenues in either year.

Segment result

Offices Retail Canada Water Other/unallocated Total
2017

£m
2016

£m
2017

£m
2016

£m
2017

£m
2016

£m
2017

£m
2016

£m
2017

£m
2016

£m
Gross rental income
British Land Group 139 133 279 291 9 8 - - 427 432
Share of joint ventures and funds 116 114 100 104 - - - 4 216 222
Total 255 247 379 395 9 8 - 4 643 654
Net rental income
British Land Group 131 124 265 277 8 7 (1) - 403 408
Share of joint ventures and funds 112 110 95 99 - - - 3 207 212
Total 243 234 360 376 8 7 (1) 3 610 620
Operating result
British Land Group 127 112 255 260 5 7 (50) (46) 337 333
Share of joint ventures and funds 109 109 96 102 - - (1) (1) 204 210
Total 236 221 351 362 5 7 (51) (47) 541 543
Reconciliation to Underlying Profit 2017

£m
2016

£m
Operating result 541 543
Net financing costs (151) (180)
Underlying Profit 390 363
Reconciliation to profit on ordinary activities before taxation
Underlying Profit 390 363
Capital and other (209) 954
Underlying Profit attributable to non-controlling interests 14 14
Total profit on ordinary activities before taxation 195 1,331

Of the total revenues above, £nil (2015/16: £4m) was derived from outside the UK.

Segment assets

Offices Retail Canada Water Other/unallocated Total
2017

£m
2016

£m
2017

£m
2016

£m
2017

£m
2016

£m
2017

£m
2016

£m
2017

£m
2016

£m
Property assets
British Land Group 4,223 4,181 4,716 5,323 271 283 - - 9,210 9,787
Share of joint ventures and funds 2,792 2,843 1,938 2,018 - - - - 4,730 4,861
Total 7,015 7,024 6,654 7,341 271 283 - - 13,940 14,648
Reconciliation to net assets
British Land Group 2017

£m
2016

£m
Property assets 13,940 14,648
Other non-current assets 156 138
Non-current assets 14,096 14,786
Other net current liabilities (364) (257)
Adjusted net debt (4,223) (4,765)
Other non-current liabilities (11) (90)
EPRA net assets (undiluted) 9,498 9,674
Convertible dilution - 400
EPRA net assets (diluted) 9,498 10,074
Non-controlling interests 255 277
EPRA adjustments (277) (732)
Net assets 9,476 9,619

SUPPLEMENTARY DISCLOSURES

UNAUDITED

Table A: Summary income statement and balance sheet

Summary income statement based on proportional consolidation for the year ended 31 March 2017

The following pro forma information is unaudited and does not form part of the consolidated primary statements or the notes thereto. It presents the results of the Group, with its share of the results of joint ventures and funds included on a line-by-line basis and excluding non-controlling interests.

Year ended 31 March 2017 Year ended 31 March 2016
Group

£m
Joint

ventures

and funds

£m
Less

non-controlling interests

£m
Proportionally consolidated

£m
Group

£m
Joint ventures

and funds

£m
Less

non-controlling interests

£m
Proportionally consolidated

£m
Gross rental income 442 220 (19) 643 451 231 (28) 654
Property operating expenses (25) (10) 2 (33) (26) (9) 1 (34)
Net rental income 417 210 (17) 610 425 222 (27) 620
Administrative expenses (84) (2) - (86) (93) (5) 4 (94)
Net fees and other income 17 - - 17 16 - 1 17
Ungeared Income Return 350 208 (17) 541 348 217 (22) 543
Net financing costs (78) (76) 3 (151) (106) (82) 8 (180)
Underlying Profit 272 132 (14) 390 242 135 (14) 363
Underlying taxation - - - - 2 - - 2
Underlying Profit after taxation 272 132 (14) 390 244 135 (14) 365
Valuation movement (237) 861
Other capital and taxation (net)1 (433) 48
Capital and other (670) 909
Total return (280) 1,274

1 Includes other comprehensive income, movement in dilution of share options and the movement in items excluded for EPRA NAV.

Summary balance sheet based on proportional consolidation as at 31 March 2017

The following pro forma information is unaudited and does not form part of the consolidated primary statements or the notes thereto. It presents the composition of the EPRA net assets of the Group, with its share of the net assets of the joint venture and fund assets and liabilities included on a line-by-line basis, and excluding non-controlling interests, and assuming full dilution.

Group

£m
Share of joint ventures

& funds

£m
Less non-controlling interests

£m
Share

options

£m
Deferred

tax

£m
Mark-to-market on effective cash flow hedges and related debt adjustments

£m
Head

leases

£m
Valuation surplus on trading properties

£m
EPRA Net assets

31 March 2017

£m
EPRA Net assets

31 March

2016

£m
Retail properties 5,066 2,021 (381) - - - (52) - 6,654 7,341
Office properties 4,155 2,792 - - - - (15) 83 7,015 7,024
Canada Water properties 280 - - - - - (9) - 271 283
Other properties - - - - - - - - - -
Total properties 9,501 4,813 (381) - - - (76) 83 13,940 14,648
Investments in joint ventures and funds 2,766 (2,766) - - - - - - - -
Joint venture held for sale 540 (540) - - - - - - - -
Other investments 154 (3) - - - - - - 151 138
Other net (liabilities) assets (391) (101) 7 36 3 - 76 - (370) (347)
Net debt (3,094) (1,403) 119 - - 155 - - (4,223) (4,765)
Dilution due to convertible bond - - - - - - - - - 400
Net assets 9,476 - (255) 36 3 155 - 83 9,498 10,074
EPRA NAV per share (note 2) 915p 919p

EPRA Net Assets Movement

Year ended

31 March 2017
Year ended

31 March 2016
£m Pence per share £m Pence per share
Opening EPRA NAV 10,074 919 9,035 829
Income return 390 36 365 34
Capital return (670) (13) 909 77
Dividend paid (296) (27) (235) (21)
Closing EPRA NAV 9,498 915 10,074 919

Table B: EPRA Performance measures

EPRA Performance measures summary table

2017 2016
£m Pence per share £m Pence per share
EPRA Earnings - basic 390 37.9 365 35.6
- diluted 390 37.8 371 34.1
EPRA Net Initial Yield 4.3% 4.1%
EPRA 'topped-up' Net Initial Yield 4.5% 4.5%
EPRA Vacancy Rate 4.8% 2.0%
2017 2016
Net assets Net asset

value per share pence
Net assets Net asset

value per share pence
EPRA NAV 9,498 915 10,074 919
EPRA NNNAV 8,938 861 9,640 880

Calculation and reconciliation of EPRA/IFRS earnings and EPRA/IFRS earnings per share

2017

£m
2016

£m
Profit attributable to the shareholders of the Company 193 1,345
Exclude:
Group - current taxation (1) (2)
Group - deferred taxation - (31)
Joint ventures and funds - current taxation - 1
Joint ventures and funds - deferred taxation (1) -
Group - valuation movement 144 (616)
Group - loss (profit) on disposal of investment properties and investments 5 (35)
Group - profit on disposal of trading properties (7) (10)
Joint ventures and funds - net valuation movement (including result on disposals) 75 (263)
Joint ventures and funds - capital financing costs 6 -
Changes in fair value of financial instruments and associated close-out costs (13) (31)
Non-controlling interests in respect of the above (11) 5
Underlying Profit 390 363
Group - underlying current taxation - 2
EPRA earnings - basic 390 365
Dilutive effect of 2012 convertible bond - 6
EPRA earnings - diluted 390 371
Profit attributable to the shareholders of the Company 193 1,345
Dilutive effect of 2012 convertible bond1 (33) (42)
IFRS earnings - diluted1 160 1,303

1 The 2016 comparative figures for the dilutive effect of the 2012 convertible bond and IFRS diluted earnings have been restated - see Note 1.

2017

Number

million
2016

Number

million
Weighted average number of shares 1,040 1,036
Adjustment for Treasury shares (11) (11)
IFRS/EPRA Weighted average number of shares (basic) 1,029 1,025
Dilutive effect of share options 1 2
Dilutive effect of ESOP shares 3 4
Dilutive effect of 2012 convertible bond 58 58
IFRS Weighted average number of shares (diluted) 1,091 1,089
Dilutive effect of 2012 convertible bond (58) -
EPRA Weighted average number of shares (diluted) 1,033 1,089

Net assets per share

2017 2016
£m Pence

per share
£m Pence

per share
Balance sheet net assets 9,476 9,619
Deferred tax arising on revaluation movements 3 5
Mark-to-market on effective cash flow hedges and related debt adjustments 155 198
Dilution effect of share options 36 36
Surplus on trading properties 83 93
Convertible bond adjustment - 400
Less non-controlling interests (255) (277)
EPRA NAV 9,498 915 10,074 919
Deferred tax arising on revaluation movements (19) (24)
Mark-to-market on effective cash flow hedges and related debt adjustments (155) (153)
Mark-to-market on debt (386) (257)
EPRA NNNAV 8,938 861 9,640 880

EPRA NNNAV is the EPRA NAV adjusted to reflect the fair value of the debt and derivatives and to include the deferred taxation on revaluations and derivatives.

2017

Number

million
2016

Number

million
Number of shares at year end 1,040 1,040
Adjustment for treasury shares (11) (11)
IFRS/EPRA number of shares (basic) 1,029 1,029
Dilutive effect of share options 3 2
Dilutive effect of ESOP shares 6 7
Dilutive effect of 2012 convertible bond 58 58
IFRS number of shares (diluted) 1,096 1,096
Dilutive effect of 2012 convertible bond (58) -
EPRA number of shares (diluted) 1,038 1,096

EPRA Net Initial Yield and 'topped-up' Net Initial Yield

2017

£m
2016

£m
Investment property - wholly-owned 9,210 9,787
Investment property - share of joint ventures and funds 4,730 4,861
Less developments, residential and land (798) (894)
Completed property portfolio 13,142 13,754
Allowance for estimated purchasers' costs 897 985
Gross up completed property portfolio valuation (A) 14,039 14,739
Annualised cash passing rental income 607 607
Property outgoings (9) (8)
Annualised net rents (B) 598 599
Rent expiration of rent-free periods and fixed uplifts1 30 63
'Topped-up' net annualised rent (C) 628 662
EPRA Net Initial Yield (B/A) 4.3% 4.1%
EPRA 'topped-up' Net Initial Yield (C/A) 4.5% 4.5%
Including fixed/minimum uplifts received in lieu of rental growth 11 24
Total 'topped-up' net rents (D) 639 686
Overall 'topped-up' Net Initial Yield (D/A) 4.6% 4.7%
'Topped-up' net annualised rent 628 662
ERV vacant space 34 14
Reversions 38 42
Total ERV (E) 700 718
Net Reversionary Yield (E/A) 5.0% 4.9%

1 The weighted average period over which rent-free periods expire is 1 year (2015/16: 1 year).

The above is stated for the UK portfolio only.

EPRA Net Initial Yield (NIY) basis of calculation

EPRA NIY is calculated as the annualised net rent (on a cash flow basis), divided by the gross value of the completed property portfolio. The valuation of our completed property portfolio is determined by our external valuers as at 31 March 2017, plus an allowance for estimated purchaser's costs. Estimated purchaser's costs are determined by the relevant stamp duty liability, plus an estimate by our valuers of agent and legal fees on notional acquisition. The net rent deduction allowed for property outgoings is based on our valuers' assumptions on future recurring non-recoverable revenue expenditure.

In calculating the EPRA 'topped-up' NIY, the annualised net rent is increased by the total contracted rent from expiry of rent-free periods and future contracted rental uplifts where defined as not in lieu of growth. Overall 'topped-up' NIY is calculated by adding any other contracted future uplift to the 'topped-up' net annualised rent.

The net reversionary yield is calculated by dividing the total estimated rental value (ERV) for the completed property portfolio, as determined by our external valuers, by the gross completed property portfolio valuation.

The EPRA vacancy rate is calculated as the ERV of the unrented, lettable space as a proportion of the total rental value of the completed property portfolio.

EPRA Vacancy Rate

2017

£m
2016

£m
Annualised potential rental value of vacant premises 34 14
Annualised potential rental value for the completed property portfolio 710 728
EPRA Vacancy Rate 4.8% 2.0%

The above is stated for the UK portfolio only. A discussion of significant factors affecting vacancy rates is included within the Strategic Report within the British Land Annual Report and Accounts.

EPRA Cost Ratios

2017

£m
2016

£m
Property operating expenses 23 25
Administrative expenses 84 90
Share of joint ventures and funds expenses 12 13
Less: Performance and management fees (from joint ventures and funds) (9) (9)
Net other fees and commissions (8) (8)
Ground rent costs (2) (3)
EPRA Costs (including direct vacancy costs) (A) 100 108
Direct vacancy costs (12) (11)
EPRA Costs (excluding direct vacancy costs) (B) 88 97
Gross Rental Income less ground rent costs 412 429
Share of joint ventures and funds (GRI less ground rent costs) 229 222
Total Gross Rental Income less ground rent costs (C) 641 651
EPRA Cost Ratio (including direct vacancy costs) (A/C) 15.6% 16.6%
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 13.7% 14.9%
Overhead and operating expenses capitalised (including share of joint ventures and funds) 5 4

In the current year, employee costs in relation to staff time on development projects have been capitalised into the base cost of relevant development assets.

Table C: Gross rental income

2017

£m
2016

£m
Rent receivable 633 615
Spreading of tenant incentives and guaranteed rent increases 8 36
Surrender premia 2 3
Gross rental income 643 654

The current and prior year information is presented on a proportionally consolidated basis, excluding non-controlling interests.

Table D: Property related capital expenditure

2017 2016
Group Joint

ventures

and funds
Total Group Joint

ventures

and funds
Total
--- --- --- --- --- --- --- ---
Acquisitions 88 - 88 238 - 238
Development 131 14 145 104 58 162
Like-for-like portfolio 67 47 114 99 6 105
Other 20 2 22 25 15 40
Total property related capex 306 63 369 466 79 545

The above is presented on a proportionally consolidated basis, excluding non-controlling interests and business combinations. The 'Other' category contains amounts owing to tenant incentives of £10m (2015/16: £27m), capitalised staff costs of £5m (2015/16: £4m) and capitalised interest of £7m (2015/16: £9m).

This information is provided by RNS

The company news service from the London Stock Exchange

END

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