Capital & Counties Properties PLC ANNUAL REPORT & ACCOUNTS 2020 IN TR O D UC TIO N WELL-POSITIONED FOR RECOVERY Capital & Counties Properties PLC (Capco) is one of the largest listed property companies in central London. Our key asset is the landmark Covent Garden estate. We create and grow value through a combination of creative asset management and strategic investment. p.4 PRIME ASSETS A focus on prime central London, centred around the landmark Covent Garden estate Capco has 25.2% interest in Shaftesbury PLC p.15 CLEAR AND FOCUSED STRATEGY Driving rental growth and capital value appreciation Creative asset management and investment to drive expansion and change p.16 ENGAGING WITH OUR STAKEHOLDERS Working collaboratively with and understanding the needs of our stakeholders p.48 STRONG CAPITAL STRUCTURE Conservative leverage and substantial liquidity p.74 EXPERIENCED MANAGEMENT Strong track record STRATEGIC REPORT About Capco Our estate Operational highlights Chairman’s statement Chief Executive’s review Purpose, business model and strategy Stakeholder engagement Key performance indicators Principal risks and uncertainties Operating review Financial review Responsibility GOVERNANCE Board of Directors Corporate governance report Audit Committee report Nomination Committee report Directors’ Remuneration report Directors’ report FINANCIAL STATEMENTS Directors’ responsibilities Independent auditor’s report Financial statements Notes to the accounts Other information Board and advisers Glossary Shareholder information 2 4 6 8 11 15 16 22 24 34 48 58 74 76 83 87 90 105 107 108 118 123 175 184 185 188 S t r a t e g i c r e p o r t G o v e r n a n c e F i n a n c i a l s t a t e m e n t s www.capitalandcounties.com 1 Strategic reportGovernanceFinancial statements W HO WE AR E ABOUT CAPCO A PRIME CENTRAL LONDON REIT DRIVING LONG-TERM VALUE CREATION CENTRED AROUND OUR LANDMARK COVENT GARDEN ESTATE PORTFOLIO VALUATION1 £2.5bn COVENT GARDEN £1,825m 73% -27% Lfl OTHER INVESTMENTS £669m Shaftesbury investment Lillie Square2 £552m £117m 22% 5% COVENT GARDEN PORTFOLIO RETAIL FOOD & BEVERAGE OFFICE RESIDENTIAL LEISURE 0.4m sq ft 0.2m sq ft 0.2m sq ft 0.2m sq ft 0.1m sq ft 50% 21% 15% 10% 4% % OF PORTFOLIO VALUE LETTABLE SPACE 1.1m sq ft BUILDINGS 75 UNITS 526 1. Includes Capco’s property interests and its investment in Shaftesbury shares. 2. Includes Capco’s interests in the Lillie Square joint venture and properties in the adjacent area. 2 Capco Annual Report & Accounts 2020 Our purpose is to invest in and create world-class places, focusing on central London. Using our vision, long-term approach and responsible stewardship, we deliver economic and social value and generate benefits for our stakeholders. PURPOSE COMPETITIVE STRENGTHS PRIME ASSETS EXPERIENCED LEADERSHIP STRONG CAPITAL STRUCTURE A focus on prime central London, centred around the landmark Covent Garden estate in the heart of London’s West End. Experienced management team with a strong track record of leading the Group in delivering its strategy. Resilient and flexible financing, characterised by low leverage and high liquidity, together with disciplined approach to capital allocation. For more on our assets, see page 4. For more on our leadership, see page 74. For more on our capital structure, see page 48. SUSTAINABILITY EFFECTIVE GOVERNANCE DYNAMIC CULTURE Delivering positive environmental and social outcomes that enhance value for our stakeholders. The framework of oversight, controls and reporting provided by Capco’s governance structure supports the business and allows Capco to operate with transparency to achieve its objectives. High-performance and entrepreneurial culture, reflective of our business strategy where innovation and creativity are promoted across the business. For more on our sustainability, see page 58. For more on our governance, see page 76. For more on our culture, see page 68. FINANCIAL STRENGTH GROUP NET ASSETS £1.8bn GROUP NET DEBT TO GROSS ASSETS 28% COVENT GARDEN LOAN TO VALUE COVENT GARDEN NET DEBT 19% 2020 FINANCIAL RESULTS £352m NET RENTAL INCOME* UNDERLYING EARNINGS PER SHARE EPRA NET TANGIBLE ASSETS PER SHARE £16m -0.7p 212p TOTAL RETURN TOTAL SHAREHOLDER RETURN TOTAL PROPERTY RETURN -27.2% -44.3% -24.4% * Underlying NRI (Covent Garden) £44.1m. See page 22-23 where we discuss our alternative performance measures. www.capitalandcounties.com 3 Strategic reportGovernanceFinancial statements O UR E STA TE WORLD-CLASS ESTATE IN THE HEART OF LONDON’S WEST END PROVEN LONG-TERM FUNDAMENTALS Near-term disruption but well-positioned for recovery LONDON – A GLOBAL CITY Contributes c.23% to UK Gross Value Added Attracts talent and investment from around the world 350m domestic and international visitors per annum HEART OF THE WEST END 24/7 economy High-performing retail and leisure destination in London Over 200m domestic and international visits per annum COVENT GARDEN – A WORLD-CLASS ESTATE Mixed-use estate with global recognition in the heart of central London Scale and concentrated ownership High quality footfall location Here since 1654, rich in heritage with vibrant culture and events Attracting differentiated flagship, independent and London first brands Note: figures relate to pre-COVID-19 environment KEY Capco Ownership Shaftesbury Ownership The landowners’ map is indicative Capco holds a 25.2 per cent interest in Shaftesbury PLC 4 Capco Annual Report & Accounts 2020 BISHOPʼS BRIDGE RDKINGʼS RDKINGʼS RDCARNABYSOHOCHINATOWNCOLISEUMSEVENDIALSFITZROVIAOPERAQUARTERST MARTIN’S COURTYARDMAYFAIRSOHOMARYLEBONEFITZROVIAHOLBORNSOUTHBANK PORTFOLIO VALUATION £1.8bn www.capitalandcounties.com LETTABLE SPACE BUILDINGS UNITS 1.1m sq ft 75 526 5 BISHOPʼS BRIDGE RDKINGʼS RDKINGʼS RDCARNABYSOHOCHINATOWNCOLISEUMSEVENDIALSFITZROVIAOPERAQUARTERST MARTIN’S COURTYARDMAYFAIRSOHOMARYLEBONEFITZROVIAHOLBORNSOUTHBANK OP ER ATIO N AL H IG HL IG HTS 2020 YEAR IN REVIEW DESPITE THE IMPACT OF COVID-19, SIGNIFICANT PROGRESS ACHIEVED ACROSS THE BUSINESS PROMOTING AIR QUALITY IN COVENT GARDEN Environmental charity Hubbub opens an interac- tive ‘Pollution Pavilion’ on the East Piazza in collabora- tion with artists Climate and Cities and King’s College London; the installation helps visitors visualise differ- entiating air pollution levels. PRIORITY SAFETY AND SECURITY MEASURES Lockdown measures introduced on 23 March. Enhanced security and cleaning measures are implemented. INNOVATING ACROSS DIGITAL CHANNELS A new digital programme launches, bringing the best of Covent Garden into consumers’ homes. Social media followers and engagement continue to grow across all channels. New Covent Garden website launches ahead of Christmas. PROGRAMME OF ART & CULTURE The estate is animated with a series of engaging installations and activities to drive consumer interest. British artist Anthony Burrill unveils an outdoor art installation, with the words Love, Hope & Joy. A series of open air health and fitness classes launch, a summertime ice cream festival is held. JANUARY FEBRUARY MARCH APRIL MAY JUNE COVID-19 key timeline 1st national lockdown Non-essential retail reopens NEW BRANDS JOIN COVENT GARDEN Floral Street welcomes new destination lifestyle concepts including A.P.C. and American Vintage. British brand Lulu Guinness opens on King Street. On Henrietta Street, Big Mamma agrees terms for a new flagship and The Henrietta Hotel expands. POSITIVE PROGRESS ON PHASE 2 HANDOVERS N i n e t y - f o u r u n i t s handed over at Lillie Square, representing approx. £116 million of net proceeds (£58 million Capco share). ACQUISITION OF SIGNIFICANT STAKE IN SHAFTESBURY PLC Capco acquires over 25% interest in Shaftesbury PLC consistent with Capco’s strategy to invest in attractive opportunities on or near the Covent Garden estate. PEDESTRIANISATION AND AL FRESCO DINING Covent Garden’s welcom- ing open air environment enhanced. Pedestrianisa- tion of additional streets in partnership with WCC and 500 incremental covers added. 6 Capco Annual Report & Accounts 2020 CARNABYSOHOCHINATOWNCOLISEUMSEVENDIALSFITZROVIAOPERAQUARTERST MARTIN’S COURTYARDMAYFAIRSOHOMARYLEBONEFITZROVIAHOLBORNSOUTHBANK FURTHER SIGNINGS TO THE ESTATE Ganni opens on Floral Street, signings from NaNas, Vashi, Neuhaus and Bubblewrap. The dining offering is enhanced with the introduction of Asma Khan’s, Darjeeling Express and The Gentlemen Baristas. ADDITIONAL INVESTMENT IN SHAFTESBURY PLC £65 million investment in new Shaftesbury shares at 400p. The investment is priced attractively in view of the long-term pros- pects and resilience of prime central London. NEW OPENINGS Four new openings in December: Kick Game, Neuhaus, Mackintosh and Floozie Cookie. COVENT GARDEN CHRISTMAS Covent Garden auctions over 40 lots and raises over £15k, with all proceeds going to Only A Pavement Away to help the homeless. Covent Garden is London’s most dazzling neighbourhood, with daily snowfall on the Piazza throughout December. An immersive LEGO installation is hosted on the East Piazza. Covent Garden hosts its first ever Mulled Wine Festival. JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER F&B operators reopen Eat Out to Help Out launches Rule of 6 and F&B curfew introduced Tier system introduced, London placed in Tier 2 2nd national lockdown for four weeks Retail and F&B reopen. London placed in Tier 4 from 20 December ESTATE ANIMATION Covent Garden, the Royal Opera House and Luna Cinemas partner to offer a free open air cinema screening films on the iconic Piazza. EXCHANGEABLE BOND £275 million raised through issuance of bonds, exchangeable into Shaftesbury shares or cash. RECEIPT OF EARLS COURT DEFERRED PROCEEDS Receipt of £105 million deferred consider- ation from the sale of Earls Court in addi- tion to £90 million received in March. NEW SECURED LOAN Completion of £125 million loan secured against Shaftesbury shares in December. SALE OF THE WELLINGTON BLOCK Sale of the Wellington block for £76.5 million. The introduction of The Portfolio Club and APG as innovative owner opera- tors will further contrib- ute to Covent Garden’s position as a world-class destination. www.capitalandcounties.com 7 Strategic reportGovernanceFinancial statements CHAIR MAN ’S ST ATE ME NT RESPONSIBLE OVERSIGHT OF FOCUSED STRATEGY Capco is focused on responsible stewardship, disciplined capital management and committed to delivering long- term value for our shareholders from our unique West End focused investments. HENRY STAUNTON, CHAIRMAN OVERVIEW COVID-19 RESPONSE 2020 was an extraordinary year, with significant market uncertainty and chal- lenging trading conditions for Capco and many of its customers due to the pandemic. As a responsible long-term investor in central London real estate, Capco has prioritised the health and safety of its people, customers and visitors. I am proud of our response to the pandemic, which would not have been possible with- out the hard work of our employees and service providers, and I thank them for their commitment. Capco’s strong financial position enabled the Group to take decisive action to support our customers as well as take advantage of market opportunities, including the acquisition of a 25.2 per cent interest in Shaftesbury PLC (“Shaftesbury”). Capco has further strengthened its financial flexibility through disposals and financ- ing initiatives. There is continued market uncertainty in 2021, however we are confi- dent in the long-term prospects for the West End, in particular Covent Garden. Through our long-term vision, entrepre- neurial culture and implementation of strategy, we have positioned the business competitively to benefit from a recovery. Capco took decisive action to ensure the safety and security of Covent Garden, whilst also providing support on a case- by-case basis to customers experiencing cash flow challenges as a result of COVID- 19. Extensive security and cleaning meas- ures were implemented across the Covent Garden estate. In collaboration with stake- holders, Capco has made enhancements to public realm, including the pedestrianisa- tion of additional streets during 2020 and the provision of al fresco dining to create a welcoming open air environment. We were encouraged by the response to these initia- tives, which saw footfall and sales rebuild- ing well, prior to the implementation of further restrictions in December 2020. Capco worked closely with local commu- nities to provide assistance to charity part- ners in the West End, including providing financial aid to COVID-19 funds supporting homelessness, food banks and the elderly as well as hospitality, retail and cultural foun- dations. Capco’s support to its customers and broader Covent Garden community will position the business to benefit from a recovery and prosper over time. It has been an unprecedented year for all our colleagues. The work required during 2020 to support our customers and posi- tion the business competitively to benefit from recovery has required significant effort from employees across the business, and the Board would like to thank each of them for their contribution and commit- ment. Capco did not furlough any of its employees, nor did it take up any other direct government support measures. SUSTAINABILITY Our purpose is to invest in and create world- class places, focusing on central London. Using our vision, long-term approach and responsible stewardship, we deliver economic and social value and generate benefits for our stakeholders. Capco has renewed its approach to environment, sustainability and community initiatives supported by a Board Committee as well as a new “ESC” strategy with a commitment to achieve Net Zero Carbon by 2030. We will publish a detailed pathway to Net Zero Carbon during 2021, but given the urgency of tackling climate change, we make the 2030 commitment now. Our activities are underpinned by a commitment to the highest standards of health and safety and 8 Capco Annual Report & Accounts 2020 ethical practices, focusing our activities on areas including improving air qual- ity, delivering best in class heritage envi- ronmental performance and responsible and sustainable development practices in renewing our existing buildings. FINANCIAL PERFORMANCE AND POSITION The COVID-19 pandemic has had a mate- rial impact on the financial performance of the Group in 2020. Capco’s total shareholder return for the year, which comprises share price performance plus the dividends paid during the year, is -44 per cent. Total return for the year, which represents the change in net assets plus the dividends paid during the year, is -27 per cent. The total value of Capco’s property portfolio has declined by 26 per cent on a like-for-like basis to £1.9 billion. Challenging occupier and investment market conditions resulting from the pandemic have had a negative impact on property valuations and rental values. Covent Garden recorded a 27 per cent like- for-like decline in property valuation and a 30 per cent like-for-like decline in under- lying net rental income. In view of disrup- tion to customer cash flows, Capco has provided support to its customers where appropriate. This aligns with our objective to maintain the vibrant consumer offer at Covent Garden and support the long-term value of the estate. Capco takes a prudent approach to financial management and the Board implemented a number of actions early in the year in response to the COVID-19 pandemic, including cancellation of the £100 million share buyback programme and suspension of the dividend. During the year Capco raised over £700 million through dispos- als, including the Wellington block, and financing activities, maintaining its disci- plined approach to capital management. Capco’s capital management decisions have enhanced its financial flexibility, providing a more appropriate funding balance across the Group while providing access to substantial levels of liquidity. The Group has modest capital commitments and a net debt to gross assets ratio of 28 per cent. There is substantial headroom against the Covent Garden loan to value covenant with a loan to value ratio of 19 per cent. Waivers have been agreed with the Covent Garden lending banks and note- holders in relation to the interest cover covenant for June and December 2021. Whilst there has been some upward pressure on certain costs as a result of the pandemic, a number of efficiencies have been imple- mented, including consolidating the busi- ness in one office at Covent Garden. Given current market conditions and the significant uncertainties, the Board has taken the decision to not declare a dividend for 2020. The Company will recommence dividend payments as soon as it is appropriate. INVESTMENT IN SHAFTESBURY PLC Capco has continued to implement its strategy of investing in complementary opportunities on or near the Covent Garden estate. In May 2020, Capco agreed to acquire a significant shareholding in Shaftesbury across two tranches for total considera- tion of £436 million. On 22 October 2020, Capco participated in a capital raising by Shaftesbury and invested a further £65 million resulting in a 25.2 per cent interest in Shaftesbury. This shareholding repre- sents a compelling investment which the Board believes will generate long-term value for Capco shareholders. OTHER INVESTMENTS Other investments include a joint venture interest in the Lillie Square development. The handover of Phase 2 apartments continued during the year, with a total of 94 units representing £116 million of net cash proceeds (£58 million Capco share) completed during the year. £195 million of deferred consideration from the Earls Court sale was received with the final payment of £15 million due later this year. THE BOARD The Board continues to keep its composi- tion under review, to ensure that we have the appropriate mix of skills and experience to deliver Capco’s strategy as a prime central London focused REIT. Capco embraces diversity with 43 per cent gender and ethnic diversity on our Board, an increase from 20 per cent in 2019, recognising that diversity of experience and perspective can bring benefits across the business. In February 2020, we were delighted to appoint Michelle McGrath, who had been a senior executive with the Company for six years, most recently as Director of Covent Garden, to the Board as an Executive Director. Michelle has played an important role in leading the asset management and investment teams of the Covent Garden portfolio. As I reported last year, Gerry Murphy and Andrew Strang retired from the Board during 2020, and we thank each of them for their service to the Company. Following the establishment of the Board ESC Committee chaired by Charlotte Boyle, Jonathan Lane will become Chairman of the Remuneration Committee follow- ing the 2021 AGM, and Charlotte Boyle will step down from that role on the same date, remaining a member of the Remuneration Committee. Six of the Company’s Directors invested in shares during the year, demonstrating the Board’s continued confidence in the long- term success of the Company. BOARD OVERSIGHT Throughout 2020 the Board received regu- lar updates from the Executive Directors, which ensured the Non-executive Directors were kept informed on a regular basis on developments relating to Capco’s response to the COVID-19 pandemic, its impact on the business and management actions. Although the Board was unable to meet face to face for much of the year, through technology we maintained our regular programme of Board meetings and updates, and found the virtual Board Room to be very effective. The Executive Directors ensured that the Board received updates on the views of a range of stake- holders including shareholders, local communities, partners, lenders and government. In addition, Charlotte Boyle www.capitalandcounties.com 9 Strategic reportGovernanceFinancial statements CHAIR MAN’S ST ATE ME NT CON TI NU E D has been invited to attend Capco’s ESC Executive Committee meetings, which ensures that the views of employees are clearly heard by the Board. VOTING ON AGM RESOLUTIONS At Capco’s 2020 Annual General Meeting, the Company’s new Remuneration Policy was approved, however the Company received significant shareholder votes against three resolutions. The Remuneration Committee has engaged with shareholders to understand the reasons for these votes, and has made a number of commitments in respect of the implementation of the Directors’ Remuneration Policy to accommodate the feedback received from shareholders. These commitments are explained within the 2020 Directors’ Remuneration Report. LOOKING AHEAD At the General Meeting held on 10 August 2020, although the resolution seeking approval for the second tranche of invest- ment in Shaftesbury PLC was passed, Capco received a significant shareholder vote against the resolution. The Company has engaged with shareholders to under- stand the reasons for these votes, and also notes that selected corporate governance and shareholder advisory bodies focused on short-term share price movements, rather than the long-term strategic ration- ale for the investment. Discussions with shareholders indicate a strong level of support for the investment. The Board thanks the Company’s shareholders for their engagement on these matters. Capco’s strong financial position and expe- rienced management have enabled us to take a proactive approach across the estate to protect long-term value, take advantage of market opportunities and position the busi- ness to return to growth and prosperity as the market recovers. We thank our custom- ers, our employees and business partners for the determination and resilience they have shown throughout this period. There are many challenges ahead, however the Group is well-positioned to navigate through this period of uncertainty. We remain focused on responsible steward- ship, and disciplined capital management, and are committed to delivering long-term value for shareholders from our unique portfolio of West End focused investments. HENRY STAUNTON CHAIRMAN 8 March 2021 King Street retail 10 Capco Annual Report & Accounts 2020 CHIE F EXE CU TIV E’ S R EV IEW CONFIDENT IN LONG-TERM PROSPECTS Capco’s strong financial position has enabled us to take a proactive approach to protect long- term value, take advantage of market opportunities and position the business to return to growth and prosperity as the market recovers. IAN HAWKSWORTH, CHIEF EXECUTIVE OVERVIEW 2020 was a very challenging year, COVID- 19 has had a major impact on the valuation of Covent Garden as well as causing signif- icant disruption to near-term income. However, our strong financial position enabled us to take proactive decisions to protect the long-term value of our Covent Garden estate, take advantage of market opportunities and position the business to return to growth and prosperity. Throughout this period of COVID-19 uncertainty Capco has prioritised the health and safety of our people, customers and visitors. We have continued to inno- vate and collaborate with stakeholders to position the estate for recovery as restric- tions are lifted and the West End gets back to business. Our objective is to maintain a strong customer line-up ensuring a world-class estate for the longer term through support- ing our customers on a case-by-case basis and generating new leasing activity under- lining the unique offer of Covent Garden for the occupational market. Whilst condi- tions are challenging today, these actions will support our business to benefit from a gradual recovery. Throughout 2020, we continued to engage with our audiences through multi-chan- nel marketing activities with an extensive digital outreach programme and estate marketing initiatives, as well as invest- www.capitalandcounties.com ment in high quality public realm. This included the temporary pedestrianisation of additional streets and provision of over 500 additional outdoor covers enhancing the overall customer experience. We have been encouraged by the response to these initiatives. Covent Garden was one of the most vibrant districts of central London with footfall and sales building prior to the current restrictions being imposed in December 2020. Capco has developed its extensive ESC agenda, supported by a new Board Committee, and has committed to achieve Net Zero Carbon by 2030. This commit- ment today recognises that a detailed plan for our heritage estate will be published in 2021, but is made in the knowledge that tackling the challenges of climate change requires action now. Capco is focused on responsible stewardship promoting a cleaner, greener estate through enhanced air quality, greening, and energy and waste management initiatives. Over the course of 2020, we reshaped the organisation providing roles of respon- sibility and leadership to a number of employees reflective of our dynamic and entrepreneurial culture. We also completed the move to our new head office in Covent Garden which has allowed us to bring efficiencies and reduce our cost base. I would like to thank every employee for the commitment and resilience demon- strated through this challenging year. Capco is financially strong with access to substantial liquidity, enabling the busi- ness to withstand the immediate impact of COVID-19 whilst taking advantage of opportunities commensurate with strat- egy, including the acquisition of an inter- est of 25.2 per cent in Shaftesbury PLC. PURPOSE, STRATEGY AND CAPITAL ALLOCATION Our purpose is to invest in and create world-class places, focusing on central London. Using our vision, long-term approach and responsible stewardship, we deliver economic and social value and generate benefits for our stakeholders. Capco has assembled the Covent Garden portfolio over a period of 14 years. As a long-term steward of the Covent Garden estate, Capco has utilised creative asset management and investment to establish a world-class estate rich in heritage and culture in the heart of London’s West End. Covent Garden’s scale and concentrated ownership would be incredibly difficult to replicate making it a scarce and valuable real estate investment. The Group is well-positioned financially and with a strategic focus on Covent Garden and the West End. Capco’s invest- ment strategy is to invest in complemen- tary opportunities on or near the Covent Garden estate. Capco’s ambitious and creative culture encourages value creation opportunities whilst maintaining cost and capital discipline. 11 Strategic reportGovernanceFinancial statements CHIEF EXECUTIV E ’S R E VI EW CO N TI N UE D Substantially all of the Company’s prop- erty value is within the Covent Garden business, with the portfolio currently independently valued at £1.8 billion. In addition, the Company has an investment in Shaftesbury PLC valued at £552 million at 31 December 2020. Shaftesbury PLC is a real estate investment trust which invests exclusively in London’s West End. Capco has a track record of accretive investment and aggregation of ownership in the West End and it is intended that opportunities to expand our ownership in the area will be pursued in line with ambitions to grow the business. Each capital decision is assessed on its merits including investment in owned assets, development and repositioning opportunities, accretive acquisitions on or near the Covent Garden estate, opportun- istic investments in London, the disposal of non-strategic assets and distributions to shareholders as appropriate. The Group raised over £700 million in 2020 through disposals and financing activities, maintaining its disciplined approach to capital management. Capco disposed of the Wellington block for £76.5 million and received £195 million deferred consideration from the sale of Earls Court, as well as £58 million (Capco share) of net disposal proceeds received during the year in the Lillie Square joint venture. Financing activities included a £275 million exchangeable bond and a £125 million secured loan which enhance Capco’s strong financial position and provide a more appropriate funding balance across the investments of the Group. Group net debt to gross assets is 28 per cent, whilst Covent Garden’s loan to value ratio is 19 per cent and net debt is £352 million. The Board has set balance sheet leverage parameters of up to 40 per cent as represented by the net debt to gross assets ratio. Interest cover covenant waiv- ers in respect of 2021 have been agreed with the Covent Garden lenders to address interruption to near-term income. Following the sale of Earls Court, Capco has continued to reduce administration costs and is now on track to achieve its underlying run rate of £20 million in 2021. Given current market conditions and the significant uncertainties, the Board has taken the decision to not declare a divi- dend for 2020. The Company will recom- mence dividend payments as soon as it is appropriate. Our ambition is to generate attractive returns for our shareholders over the long-term through investment in central London real estate. VALUATION AND PERFORMANCE The total property valuation of the Group declined by 26 per cent (like-for-like) in the year to 31 December 2020 to £1.9 billion. Against a challenging retail and F&B/hospi- tality backdrop, Covent Garden declined by 27 per cent (like-for-like) to £1.8 billion, principally driven by movements in ERV which decreased by 22 per cent (like-for- like) and a widening in the equivalent yield of 28 basis points to 3.91 per cent. As a consequence of the unprecedented operating conditions, underlying net rental income decreased by 30 per cent like-for-like compared with December 2019. There was positive occupational demand at the beginning of the year but this was significantly interrupted from late February onwards. Nevertheless 65 new leases and renewals representing £6.2 million of rental income completed in the year including the introduction of 14 new brands. EPRA vacancy remains stable at 3.5 per cent however across the West End there is greater pressure on customers, which together with a difficult leasing market, is anticipated to have a negative impact on occupancy levels over 2021. Capco’s investment at Lillie Square decreased in value by 9 per cent (like-for- like) to £115 million at 31 December 2020. The decline in the valuation of the prop- erty portfolio has resulted in EPRA net tangible assets declining by 28 per cent over the year to 212 pence per share. PROPERTY VALUATIONS CBRE has undertaken an independent valuation of the Covent Garden estate. The total valuation of the estate is £1,825 million and represents the aggregated value of the individual properties, with no reflection of any additional estate premium which potential investors may ascribe to the concentrated and comprehensive nature of ownership within the estate. The predominantly freehold nature, concen- trated ownership, scale of the estate as well as the portfolio mix may lead prospective purchasers to regard certain parts of the portfolio, for example by street, to have a greater value than the aggregate of the individual property values. NEW LEASING ACTIVITY AND ESTATE ANIMATION Capco remains confident in its customer mix, continuing to focus on concepts with differentiated offerings, success- ful multi-channel programmes, close customer relationships and brands that recognise the value of high-profile loca- tions with a complementary leisure and dining offering. COVENT GARDEN MARKET VALUE 2020 £1.8bn Covent Garden Other2 Group share of total property3 Market Value 2020 £m 1,825 117 1,942 Market Value 2019 £m Valuation Change Like-for-Like1 2,596 178 2,774 -27.3% -9.1% -26.4% 1. Valuation change takes account of amortisation of tenant lease incentives, capital expenditure, disposals, fixed head leases and unrecognised trading surplus. 2. Includes Capco’s interest in the Lillie Square joint venture and Lillie Square Holdings Group. 3. A reconciliation of carrying value of investment, development and trading property to the market value is shown in note 14 ‘Property Portfolio’. 12 Capco Annual Report & Accounts 2020 ing measures imposed by government have had and continue to have, a mate- rial adverse effect on normal patterns of footfall across the estate. Advice to avoid unnecessary travel, together with reduced physical office occupancy, closure of non-essential retail, hospitality and leisure venues for extended periods and limita- tions on international leisure and business travel have had a dramatic impact on foot- fall and trade. We are encouraged by the response to marketing initiatives and appreciative of the determination, creativity and enthusi- asm of our customers. The enduring appeal of Covent Garden was seen by recovery in footfall and trade following the easing of measures in the second half of 2020. High quality global locations are key to retailers and F&B concepts when selecting sites around the world. Retailers continue to adapt to changes in consumer shopping behaviour and evolve their physical retail offers to place more emphasis on customer experience, service and flagship retailing with better digital engagement. Capco offers a unique customer experience, utilis- ing the historic Piazza through events and cultural installations to drive global estate recognition. We will continue to inno- vate at Covent Garden and to support our customers whilst evolving the mix. Covent Garden’s strong fundamentals and endur- ing appeal give us confidence in the long- term prospects of the business. OTHER INVESTMENTS Our investment in Shaftesbury PLC is a unique opportunity to own a significant stake in an exceptional mixed-use real estate portfolio, adjacent to Capco’s world- class Covent Garden estate. Capco aims to maximise the strategic and economic value of its investment which was made at an attractive entry price with an implied value of approximately £1,200 per square foot and we believe will generate long-term value for Capco shareholders. The invest- ment is consistent with Capco’s strategy to invest in complementary opportunities on or near the Covent Garden estate. £195 million of deferred considera- tion from the sale of Earls Court was received in 2020, with the balance of £15 million expected in November 2021. The Lillie Square joint venture continues to progress. Handover of units sold in Phase 1 is complete, with a small number of units available. 94 Phase 2 units have been Al fresco dining, Henrietta Street Contemporary luxury jewellery brand Vashi signed a long-term lease on James Street for a new London flagship store, which is set to open in 2021. This new open- ing joins established luxury brands Tiffany & Co., which agreed terms in December 2020 for a new lease, and Bucherer, which has continued with expansion plans at the Royal Opera House Arcade opening in 2021. Peloton continues the fit out of its European flagship training studio and retail store on Floral Street, joining Ganni and American Vintage which opened stores earlier in the year. Notwithstanding current disruption to business activity, four new brands opened in December 2020 including streetwear store Kick Game, Belgian chocolatiers Neuhaus, British heritage brand Mackintosh, and vegan cookie concept Floozie Cookie. A number of new dining concepts have been introduced to the estate, including acclaimed restau- rant Darjeeling Express, The Gentlemen Baristas and al fresco bar NaNas. The latest additions further enhance Covent Garden’s attractiveness as a dining destination. Capco continued to implement its clear estate marketing strategy focusing on its digital capabilities, partnering with retail and dining brands as well as cultural partners to introduce engaging pop-ups and events to promote Covent Garden and the West End. Activities included an open air cinema on Covent Garden’s Piazza in the summer and an immersive LEGO installation on the East Piazza for the Christmas trading period. Capco’s focused digital strategy continues to drive consumer engagement, with an extensive digital-first programme centred around ‘Covent Garden at Home’ content, deliv- ering aspects of the estate virtually to consumers via an enhanced website. COVENT GARDEN POSITIONED FOR GROWTH Capco has transformed the Covent Garden estate into a prime district in the heart of London’s West End. The portfolio comprises 526 units of shops and restau- rants as well as offices, hotels, museums and residential assets. Across the estate, 50 per cent of the value is represented by retail, 21 per cent by F&B use, 15 per cent office, 10 per cent residential and 4 per cent leisure. London is one of the world’s greatest cities with a long track record of attract- ing talent, visitors and investment from around the world. Covent Garden is a global destination with one of the world’s strongest retail and dining line-ups, in a heritage setting, competitively positioned as a global brand. Its differentiated offer has consistently delivered an attractive environment for over 40 million visitors every year. The consumer mix in 2019 represented approximately 40 per cent international, 40 per cent Londoners and 20 per cent domestic with the pedestrian flow across the estate continuing to evolve. COVID-19 restrictions and social distanc- www.capitalandcounties.com 13 Strategic reportGovernanceFinancial statements CHIEF EXECUTIV E ’S R E VI EW CO N TI N UE D handed over representing net proceeds of £116 million (£58 million Capco share). A further 92 units remain in Phase 2, of which 60 have been pre-sold; should they all complete this will generate approxi- mately £70 million of further proceeds (£35 million Capco share). SUSTAINABILITY, ENVIRONMENT AND STAKEHOLDERS Capco has developed its extensive ESC agenda, supported by a new Board Committee, and committed to achieve Net Zero Carbon by 2030. We are focused on responsible stewardship, promoting a cleaner, greener estate through enhanced air quality, greening and energy and waste management initiatives. We seek to generate positive outcomes for our stakeholders and the community, upholding high standards of professional ethics and corporate govern- ance whilst encompassing a dynamic, inclu- sive and diverse corporate culture. The heritage of Covent Garden is incredi- bly important to the West End; therefore Capco took decisive action to ensure the safety and security of the estate when government lockdown measures were announced. Being a good neighbour is important to us and we have refocused our community programme to prioritise initiatives and charity partners in Covent Garden. This includes the provision of financial aid to COVID-19 funds supporting homelessness, food banks and the elderly as well as hospitality and retail foundations. In partnership with Westminster City Council, there were additional pedestri- anised streets in the Covent Garden area for an extended period during 2020, as well as additional outdoor seating areas for our restaurants, providing approximately 500 temporary incremental outdoor covers across 20 al fresco dining locations. OUR PEOPLE We reshaped the organisation this year through the simplification of the Group, providing our talented and diverse work- force opportunities for leadership and responsibility. Our employees are key to our business which promotes a culture of creative passion for Covent Garden to allow employees to reach their potential whilst creating value for our stakeholders. Technology has enabled the business to continue to operate remotely. Effective communication and keeping everyone connected have been vital to managing this challenging period. We supported our employees through regular town halls, business updates and seminars focusing on well-being initiatives including nutrition, exercise and mental health awareness. OUTLOOK We are optimistic that the enduring appeal of Covent Garden will drive a recovery of footfall and trade over the course of this year and next. Operating conditions will remain difficult for our customers which is anticipated to lead to enhanced levels of vacancy and further adjustments in valua- tion and rental levels. However our imme- diate priority is focused on making sure our customers reopen successfully. Getting office workers back will help the economy move towards more normal levels of activ- ity. There is a clear roadmap for our retail- ers and restaurateurs to build trade. The upcoming easing of restrictions and the reopening of hospitality, retail and leisure activities will lead to a gradual return of domestic footfall. We continue to seek efficiencies across the business and remain disciplined in the allocation of our capital. We will continue to focus on responsible stewardship, implementing our ESC strategy and work- ing to achieve our Net Zero Carbon target by 2030. Our actions in 2020 ensure the business is very well-positioned to benefit from the economic recovery. We are confi- dent in the future of the West End and the long-term value of our unique portfolio of investments. IAN HAWKSWORTH CHIEF EXECUTIVE 8 March 2021 Floral Street 14 Capco Annual Report & Accounts 2020 PUR POSE, BUSIN E SS MO DE L A N D S TR A TE GY DRIVING LONG-TERM VALUE CREATION Our purpose is to invest in and create world-class places, focusing on central London. Using our vision, long-term approach and responsible stewardship, we deliver economic and social value and generate benefits for our stakeholders. PURPOSE OUR RESOURCES HOW WE DELIVER HOW WE MEASURE World-class Covent Garden estate Strong financial position STRONG CAPITAL STRUCTURE Experienced management RESPONSIBLE STEWARDSHIP GROUP STRATEGY As a central London focused REIT, Capco creates, grows and delivers value from our assets centred around the landmark Covent Garden estate, to deliver superior long-term total returns for our shareholders, while bringing benefits to our stakeholders. CUSTOMER AT HEART OF THE BUSINESS Financial indicators CREATIVE ASSET MANAGEMENT Non-financial measures High-performing team STRATEGIC PARTNERSHIPS STRATEGIC INVESTMENT AND CAPITAL ALLOCATION Extensive stakeholder relationships See pages 22 and 58 to read more. CREATING VALUE FOR OUR STAKEHOLDERS Occupiers Employees Suppliers Visitors Communities Investors Finance providers Joint venture partners Local authorities Our neighbours Dynamic Culture See page 68 to read more on our culture. UNDERPINNED BY Effective Governance See page 76 to read more on our governance. Environment, Sustainability and Community See page 58 to read more on our ESC activities. www.capitalandcounties.com 15 Strategic reportGovernanceFinancial statements STAKEHOL DE R E N GA GE MEN T ENGAGING WITH OUR STAKEHOLDERS As the principal landowner of a globally recognised estate, working collaboratively with and understanding the needs of our stakeholders has always been at the heart of Capco’s business. We believe that an approach of proactive engagement and mutual understanding is essential to create and maintain a vibrant, thriving environment in which the Company and all its stakeholders can flourish. OCCUPIERS EMPLOYEES We provide excellent premises to allow our retail, food and beverage and office occupiers’ businesses to flourish. Our residential properties are of high quality, with a focus on environmental standards and user experience. Our regular engagement includes customer surveys and informal feed- back to our property management team. During 2020, the business engaged with our customers to understand the impact of the COVID-19 pandemic on their business, and agree support measures where required. OUR ENGAGEMENT IN 2020: During the year, Capco provided bespoke support on a case- by-case basis to customers experiencing cash flow challenges as a result of COVID-19. These measures supported the reopening of stores during this period of significant disrup- tion, ensuring the business is well-positioned to benefit from a recovery and prosper over time. In preparation for each reopening of the estate as restrictions were eased, extensive cleaning and security regimes were implemented and we worked with retailers to implement appropriate regimes in line with government guidelines including marked queu- ing systems, social distancing signage and hand sanitiser stations. We have also worked with our customers to deliver a number of marketing initiatives to promote Covent Garden and the West End, when appropriate, encouraging a return of footfall to more normal levels over time. These included an outdoor cinema on the Piazza in summer, and a Mulled Wine Festival at Christmas. We will continue to engage with, and work closely with, our customers to reopen the estate when the COVID-19 restrictions are eased again. Our employees are key to our business. Our culture and the resources we provide encourage everyone to reach their potential. We engage with our employees regularly through- out the year via Company-wide meetings and updates from management. Charlotte Boyle, the Chair of the ESC Board Committee, updates the Board on employee views. We encourage regular feedback from our employees and will be introducing an employee survey during 2021. OUR ENGAGEMENT IN 2020: During 2020, our employees have been working predominantly from home. The Company has maintained regular contact with employees via Company-wide meetings, including updates from the Chief Executive. In addition, our head of HR and line manag- ers regularly engage with each employee to understand any difficulties or concerns, and support employee well-being. The business established a COVID-19 Working Group to put in place appropriate working arrangements for our employees, reflecting the various restrictions that were in place during the course of the year. This group engaged regularly with our employees via email updates and posts on our intranet. The business was under- standing of the challenges that homeworking, school closures and caring responsibilities presented to employees, and flexible approaches were agreed, where needed. Between periods of lock- down, our head office was moved to the Covent Garden estate. Prior to the move, the business engaged with those employees who would be affected by the move. We have received positive feedback from our employees on the measures put in place and will be engaging with our employees again as we start to return to the office once the COVID-19 restrictions are lifted. Read more on page 36. Read more on page 68. 16 Capco Annual Report & Accounts 2020 Engaging with our stakeholders is part of being a responsible business, and is fundamental to the delivery of our Group strategy. Our collaborative approach became even more important during 2020, when the impact of COVID-19 put great pressure on our customers, employees and local community. Information on our key stakeholder groups and some of the ways we have worked in partnership with them during the year is set out in this section. No set of stakeholders stands alone, and so engagement and benefits often span more than one area. SUPPLIERS VISITORS We value our established relationships with our suppli- ers and operate a responsible procurement policy, which requires consideration of ethical matters, such as modern slavery. We require that providers of managed services to our offices and estates pay the London Living Wage to those working with Capco. We aim to pay invoices within 30 days. We create world-class places in central London, and have a customer-focused approach to estate management, deliv- ering unique and attractive destinations. We engage with members of the public via our marketing initiatives, Covent Garden website and social media channels so that they are aware of the experiences that are available at Covent Garden. OUR ENGAGEMENT IN 2020: OUR ENGAGEMENT IN 2020: The smooth running of the Covent Garden estate relies on outsourced services provided by the firms who provide cleaning and security services to the estate. At the beginning of the first lockdown we engaged early with these firms to agree appropriate approaches to the closure of the estate as lockdown began. This engagement has been continuous throughout the year, as we have ensured that the estate is kept clean and safe, and ready to reopen when restrictions are lifted. We recognise the importance of these suppliers and their employees to our business, and have encouraged our outsourced suppliers to continue to employ staff work- ing on the estate, finding alternative roles where necessary. The business depends on many other suppliers who have also been affected by the impact of COVID-19. Across the busi- ness we have engaged with our suppliers to understand the impact that the pandemic has had on their working practices and to agree revised approaches where needed to ensure that we have been able to continue to work effectively throughout the year. The heritage of Covent Garden is incredibly important. Capco therefore took early action to ensure the safety of the estate with additional security presence deployed to protect residential homes and commercial premises. We have worked collaboratively with our customers, suppliers and Westminster City Council to provide a safe, clean environ- ment for visitors, when restrictions allowed, including one way systems, social distancing and other measures in line with government guidance. We will continue this engage- ment into 2021 when restrictions are eased. We have contin- ued to promote the Covent Garden estate across our social media channels and newly launched Covent Garden website to ensure that our visitors and potential visitors are aware of the actions we have been taking, the events that have run when restrictions were eased, and the initiatives offered by our occupiers. On the estate itself, a Visitor Information hub was provided to help visitors navigate the estate, support promotions across our occupiers, and offer walking routes to local attractions. Read more on page 44. www.capitalandcounties.com 17 Strategic reportGovernanceFinancial statements STAKEHOLDER EN G AG EME N T C O N TI N U ED COMMUNITIES INVESTORS As a major stakeholder in the district, we engage and collab- orate with the communities in and around our assets. We promote initiatives to improve the environment, including air quality and greening, and provide support to our selected charity partners. We engage with the community through involvement with local organisations and residents, part- nerships with charities, and long-standing relationships with local schools. OUR ENGAGEMENT IN 2020: Capco worked closely with local communities over the course of the year and continues to provide assistance to local charity part- ners in the West End. Financial aid has been provided to COVID- 19 funds supporting homelessness, food banks and the elderly, as well as hospitality and retail foundations. In addition, Capco has been working with a number of selected charity partners and was a founding sponsor of the Covent Garden food bank. Capco is providing funding for a chef at Dragon Hall community centre serving the elderly hot meals, with surplus food used as ready meals for the food bank. Capco also offered support to elderly, vulnerable residents during the pandemic. Read more on page 66. We engage regularly with our shareholders, potential inves- tors and investment analysts to provide updates on our activities, set out our investment case and understand their priorities and concerns. OUR ENGAGEMENT IN 2020: During 2020, we continued a full programme of investor rela- tions activities. This included meetings with our Executive Directors and Head of Commercial Finance and Investor Relations to explain the Company’s strategy and approach to the COVID-19 pandemic, a number of tours around the Covent Garden estate with shareholders and analysts, and engagement by our Chairman, Senior Independent Director and Remuneration Committee Chair on a number of govern- ance matters. Read more on page 82. FINANCE PROVIDERS We have well-established relationships with a range of finance providers, and engage with them regularly throughout the year, operating on a transparent basis. OUR ENGAGEMENT IN 2020: During 2020, we raised £4oo million of new financing and engaged with the holders of our private placement notes and our lending banks to explain the approach that the Company was taking to the COVID-19 pandemic, and to seek temporary interest cover covenant waivers to protect the Company’s financial position, ensuring stability for a wide range of stakeholders. Read more on page 54. 18 Capco Annual Report & Accounts 2020 JOINT VENTURE PARTNERS LOCAL AUTHORITIES AND CONSERVATION BODIES We work closely with our joint venture partners to deliver projects that benefit both parties, working in line with Capco’s strategy and ethos. Our engagement includes dialogue at Board and Executive Committee level, and regu- lar contact between management teams. OUR ENGAGEMENT IN 2020: During 2020, we maintained regular dialogue with our joint venture partners. In particular, as the property manager for the Lillie Square joint venture, through our management activities, we ensured that our partner, KFI, was kept up to date on the changes to the estate cleaning and security regimes implemented at Lillie Square to ensure the safety and security of residents during the COVID-19 pandemic. Read more on page 47. As responsible stewards, we engage with local councils and conservation bodies when developing our proposals. Our engagement includes regular meetings and informal dialogue. OUR ENGAGEMENT IN 2020: During 2020, Capco worked in partnership with Westminster City Council to make enhancements to the public realm by introducing additional pedestrianised streets in the Covent Garden area. This allowed for greater freedom of movement and use of outdoor space, and the provision of additional outdoor seating areas for our restaurants, which provided over 500 incremental outdoor covers across over 20 al fresco dining spots. We will continue to engage with Westminster City Council on ways in which the Covent Garden estate can be opened up safely as the COVID-19 restrictions are reduced or lifted. In addition, as a key pillar of our ESC strategy, we will continue to engage with Westminster City Council on initiatives to improve air quality. Read more on page 46. OUR NEIGHBOURS We have long-standing relationships with neighbouring land owners and work collaboratively with many of them, both directly and via associations, to improve the West End for our occupiers and all those who live, work and socialise there. OUR ENGAGEMENT IN 2020: During 2020 we maintained regular dialogue with Shaftesbury PLC and other neighbouring land owners during the periods of lockdown and reopening, bene- fiting from shared experience and insight. We also continued our involvement with a number of organisations that aim to improve central London, including the Westminster Property Association, Long Acre Business Alliance, Northbank BID, Heart of London Business Association, London & Partners and other industry bodies. Capco is also a patron of the British Fashion Council and the British Beauty Council, working with them to promote the retail industries. www.capitalandcounties.com 19 BISHOPʼS BRIDGE RDKINGʼS RDKINGʼS RDMAYFAIRSOHOMARYLEBONEFITZROVIAHOLBORNSOUTHBANKLONDON EYETRAFALGARSQUARESOMERSETHOUSETHE SAVOYROYALCOURTS OFJUSTICEBUCKINGHAMPALACEStrategic reportGovernanceFinancial statements STAKEHOLDER EN G AG EME N T C O N TI N U ED COMPANIES ACT 2006 – S172 (1) STATEMENT When taking Board decisions, the Directors give careful consideration to the likely impact of any recommended proposal, to ensure that the decision aligns with Group strat- egy and is likely to promote the success of the business, whilst giving consideration to the potential impact of any decision on the Company’s stakeholders. To allow the Board to consider these matters effectively, Directors receive regular updates on stakeholder views from the Executive Directors and senior management, and we include a dedicated section within Board approval papers which sets out the likely impact of the proposed recommen- dation on relevant stakeholders. The precise matters considered by the Directors will depend on the nature of the proposal, but will often include factors such as: ◦ the likely long-term consequences of a decision ◦ the interests of the Company’s employees ◦ the need to foster relationships with our suppliers ◦ operational impacts on the community and environment ◦ maintaining the Company’s reputation for high standards of business conduct ◦ treating our shareholders fairly. Key matter Description Whilst it is not always possible to meet the preferences of all stakeholders, which may diverge, the Board aims to ensure there is an appropriate balance. Some examples of how the Board considered the matters set out in s172(1) of the Companies Act 2006 during 2020 are set out in the table below. Stakeholders considered COVID-19 PANDEMIC INVESTMENTS IN SHAFTESBURY PLC FINANCING ACTIVITY SALE OF THE WELLINGTON BLOCK ESTABLISHMENT OF BOARD ESC COMMITTEE The impact of the COVID-19 pandemic was a key focus for the Board during 2020, and stakeholder considerations underpinned many of the decisions taken by the Board during the year. The Board concluded that providing support to the estate and the Company’s customers was essential to ensure the long-term success of the Covent Garden estate, and therefore the support measures were in the best interests of the Company and its shareholders as a whole. When considering the Group’s investments in Shaftesbury PLC, the Board considered that the investments would bring benefits to a wide range of stakeholders through a broadening of the business, the potential to work with neighbours, communities, and public bodies, and potential returns for investors. During the year, the Company issued an exchangeable bond and entered into a secured loan, each secured against part of the Group’s investment in Shaftesbury PLC. In considering these transactions, the Board agreed that strengthening the Company’s balance sheet in this way would ensure stability for a wide range of the Company’s stakeholders and the financing transactions were therefore in the best interests of the Company and its shareholders as a whole. When considering the proposed sale of the Wellington block, in addition to the financial merits of the proposed transaction, the Board considered the impact of the transaction on a range of stakeholders, including residents’ associations, the Covent Garden Area Trust and Westminster City Council. The Board concluded that the recommended purchaser would be a responsible land owner that would bring amenities to the district. The Board recognised the increasing importance of environmental, sustainability and community matters both to investors and to Capco’s employees. Whilst Capco’s activities in these areas already brought substantial benefits to a wide range of stakeholders, the Board felt that there was an opportunity to build on this. Accordingly, the Board established a Board ESC Committee with oversight of environmental, sustainability and community matters, and subsequently approved Capco’s new ESC strategy. 20 Capco Annual Report & Accounts 2020 OUR PEOPLE Capco’s employees are key to our business and they ensured that the business continued to operate smoothly despite the challenges of 2020. Here are some of our fantastic team. www.capitalandcounties.com 21 Strategic reportGovernanceFinancial statements KEY PER FO RMAN C E I ND IC AT O R S MEASURING PERFORMANCE We measure performance against key performance indicators which are selected to reflect Group strategy. Many of these metrics are performance measures under Group remuneration arrangements, ensuring alignment with shareholder interests. TOTAL PROPERTY RETURN TOTAL RETURN TOTAL SHAREHOLDER RETURN -24.4% Name -27.2% -44.3% Name Data TBU Name Data TBU 5 0 -5 -10 -15 -20 -25 2.8 1 year 3 years -1.0 -10.7 -24.4 10 0 -10 -20 -30 1 year 3 years -11.5 -11.2 -13.4 -27.2 10 0 -10 -20 -30 -40 -50 1 year 3 years -9.7 -21.7 -22.7 -44.3 Capco Comparator group Capco Comparator group Capco Comparator group Measures gains and losses on portfolio valuation including disposals, and rents received less associated costs, including ground rent. Benchmarked against the MSCI Total Return All Property Index. During 2020, the Group generated TPR of -24.4 per cent, underperforming its benchmark of -1.0 per cent by 23.4 per cent. (Target: 1.5 per cent per annum outperformance.) Measures growth in EPRA NTA per share plus dividends per share paid during the year. Benchmarked against a bespoke group of peer companies. Measures shareholder value creation (share price movement plus dividend per share paid during the year). Benchmarked against a bespoke group of peer companies. The Group generated total return of -13.4 per cent per annum on a rolling three-year basis, underperforming the comparator group by 2.2 per cent. The Group generated total shareholder return of -22.7 per cent per annum on a rolling three-year basis, underperforming the comparator group by 13.0 per cent. OTHER MEASURES We also measure performance against a range of other financial and non-financial measures including health and safety record, HR statistics and environmental targets, and are proud to have received the following environmental accreditations: 22 Capco Annual Report & Accounts 2020 UNDERLYING EARNINGS PER SHARE NET TANGIBLE ASSETS PER SHARE UNDERLYING NET RENTAL INCOME (COVENT GARDEN) -0.7p Name Data TBU 212.1p £44.1m Name 400 Data TBU Name 2 1 0 -1 -2 0.9 1.0 -0.7 2018 2019 2020 300 200 100 0 0 325.7 292.9 212.1 2018 2019 2020 80 60 40 20 0 0 61.5 57.5 44.1 2018 2019 2020 Measures income generation and cost control. Measures the net asset value attributable to each share in the Company. Measures gross rental income less prop- erty, service charge and bad debt expenses. During 2020, the Group generated under- lying EPS of -0.7 pence. NTA per share as at 31 December 2020 was 212.1 pence, a decrease of 27.6 per cent from 31 December 2019. Underlying NRI for 2020, excluding the impact of impairment of tenant lease incentives and lease modification costs, was £44.1 million, a 28.3 per cent decrease or 29.8 per cent decrease on a like-for- like basis. Covent Garden NRI for 2020 was £16.3 million, a decrease of 73.5 per cent from 31 December 2019. See note 2 ‘Segmental Reporting’ for reconciliation to IFRS NRI. A performance measure under Executive Directors’ short-term or long-term incentive arrangements. Read more, including basis of calculation, in the Directors’ Remuneration Report from page 90. Read more within our Responsibility reporting from page 58. www.capitalandcounties.com 23 Strategic reportGovernanceFinancial statements PR INCIPAL RISKS AN D UN CE R TA I N TIE S EFFECTIVE RISK MANAGEMENT Through risk management and internal control systems the Group is able to identify, assess and prioritise risks within the business and seeks to minimise, control and monitor their impact on profitability whilst maximising the opportunities they present. The Board has overall responsibility for Group risk management. It determines its risk appetite and reviews principal risks and uncertainties regularly, together with the actions taken to mitigate them. The Board has delegated responsibility for the review of the adequacy and effectiveness of the Group’s internal control framework to the Audit Committee. Risk is a standing agenda item at all management meetings. This gives rise to a more risk aware culture and consistency in decision-making across the organisation in line with the corporate strategy and risk appetite. All corporate decision-making takes risk into account, in a measured way, while continuing to drive an entrepreneur- ial culture. The Executive Directors are responsible for the day-to-day commercial and oper- ational activity across the Group and are therefore responsible for the manage- ment of business risk. The Executive Risk Committee, comprising the Executive Directors, the Group Legal Director, the Group Financial Controller and the Director of Sustainability and Technology, is the executive level management forum for the review and discussion of risks, controls and mitigation measures. The corporate and business division risks are reviewed at least three times a year by the Executive Risk Committee so that trends and emerging risks can be identified and reported to the Board. Senior management from each part of the business identify and manage the risks for their area or function and complete and maintain a risk register. The severity of each risk is assessed through a combina- tion of each risk’s likelihood of an adverse outcome and its impact. In assessing impact, consideration is given to finan- cial, reputational and regulatory factors, and risk mitigation plans are established. A full risk review is undertaken annu- ally in which the risk registers are aggre- gated and reviewed by the Executive Risk Committee. The Directors confirm that they have completed a robust assessment of the principal risks faced by the business, assisted by the work performed by the Executive Risk Committee. RISK MANAGEMENT STRUCTURE Overall responsibility for risk framework and internal control AUDIT COMMITTEE Monitors internal control framework The Group’s principal risks and uncer- tainties, which are set out on the following pages, are reflective of where the Board has invested time during the year. These prin- cipal risks are not exhaustive. The Group monitors a number of additional risks and adjusts those considered ‘principal’ as the risk profile of the business changes. See also the risks inherent in the compila- tion of financial information, as disclosed within note 1 ‘Principal Accounting Policies’, to the consolidated financial statements within ‘Critical accounting judgements and key sources of estimation and uncertainty’. The COVID-19 pandemic has brought about unprecedented challenges and disruption to the broader economy, our customers and business. Understanding the effects of the crisis and the impact on our business and the market remains critical and the Board continues to monitor this carefully. COVID-19 has resulted in a significant reduction in levels of footfall and activ- ity across the Covent Garden estate, significantly lower levels of local and international travel, lower level of office occupation and changing customer and consumer behaviour due to government restrictions imposed. The significant reduction in visitor numbers and store revenues for our customers has led to a large number of them experiencing cash flow pressures and, in turn, reduced rental collection rates. Challenging occupier and investment market conditions, particu- BOARD Determines its risk appetite Ongoing review of control effectiveness EXECUTIVE RISK COMMITTEE Executive level management forum for the review and discussion of risks, controls and mitigation measures Reports to Board on its work and conclusions SENIOR MANAGEMENT TEAM Identifies and manages risks Compiles Group risk register Implements mitigation measures Reports to Executive Risk Committee larly in retail and F&B sector, have had a negative impact on property valuations, and rental values and income. The long-term impact of COVID-19 on future demand for and use of lettable space, evolution of consumer behaviour (including an acceleration of trends in online shopping) and travel patterns could have further implications for the real estate market and our portfolio. In view of the unpredictable nature of the pandemic, the evolution of policy measures and government guidance will be monitored closely together with the impact of related emerging risks. During the course of the COVID-19 pandemic, the Company has prioritised the health and safety of its people, custom- ers and visitors, while working co-op- eratively and in a co-ordinated manner with stakeholders to protect and promote Covent Garden and the West End, encour- aging a return of footfall to more normal- ised levels over time. A COVID steering group was established in March 2020 to help co-ordinate the Company’s response to the pandemic. The steering group, led by the Chief Executive 24 Capco Annual Report & Accounts 2020 and comprised of senior management and those responsible for key areas of opera- tional activity, plus additional groups set up to monitor and manage the impact of COVID-19 on the business, meets regularly to discuss issues surrounding COVID- 19 and the impact on the business, and approve decisions and actions promptly. In addition, the leadership team across the business has discussed relevant matters as a group on a very regular basis since March 2020. The Board receives weekly updates and has convened regular additional meetings as required, in order to provide appropriate oversight and governance. In recent weeks the steering group has been focused on plans to prepare for an easing of lockdown restrictions, reopening of the Covent Garden estate in a safe manner and ensuring the business is fully prepared to support stakeholders during this transi- tion. Our risk assessment on COVID-19 has led to us to conclude that COVID-19 is not a separate principal risk but rather an over- arching risk which has a significant impact on all of our principal risks. Across the business we have seen an intensification in our principal risks as a result of COVID-19 and our focus has been on implementing appropriate measures on a timely basis to mitigate this impact. Included within the description of each principal risk is a summary of the impact of COVID-19 and additional mitigating actions taken. In recent years the UK has experienced heightened economic and political uncer- tainty after voting to leave the EU from 31 January 2020 and completing the transaction period on 31 December 2020. Uncertainty remains in particular in rela- tion to international trade arrangements and the overall impact on the UK economy. As a result there may be continued vola- tility in consumer, occupier and broader corporate behaviour and decision-making. Whilst the impact on our business and the market remains uncertain, the Board continues to monitor this carefully and has assessed risks to the business that may result. The main areas that may affect the Group directly are: ◦ the impact on the London and UK economy, including exchange rate volatility and potential disruption in the financial markets ◦ the impact on current and prospective customers, for instance management of their inventory, labour issues, tariffs or other barriers, and the impact on consumer demand (for example due to travel disruption) leading to reduced rents and capital values During the period, the Group acquired a 25.2 per cent shareholding in Shaftesbury PLC (“the Investment”). Due to the listed nature of the Investment, the market price of Shaftesbury PLC shares may be volatile and subject to wide fluctuations as a result of a variety of factors, including, but not limited to, Shaftesbury PLC operating results, financial position, performance or prospects. Although the Group owns a minority interest, the Investment represents a material proportion of the Group’s value and certain of the Group’s financing has reference to the share price. The terms of our investment do not provide us with the ability to influence the strategic direc- tion of Shaftesbury PLC, or its financial or operating performance, as our influ- ence is limited to the extent of our voting power over matters requiring approval of Shaftesbury PLC’s shareholders. The inter- ests of other shareholders in Shaftesbury PLC may not always be aligned with those of the Group. STRATEGIC PRIORITIES AND RISK The operational and business risks faced by Shaftesbury PLC are similar to those faced by the Group which are set out in the tables below, but the steps taken to address and respond to any such risks by Shaftesbury PLC are outside of the control of the Group. Climate change was previously considered an emerging risk. Recognising the potential impact of climate change on the business, it has been determined that climate change is a principal risk in its own right reflecting the growing requirements for action. A summary of the potential impacts on our principal risks as well as the measures we have put in place to mitigate these impacts is set out in the tables below. EMERGING RISKS The Group monitors its emerging risks and considers mitigating actions which the Group currently deploys and could deploy with regards to these emerging risks. Emerging risks include the longer- term implications of COVID-19 including on consumer behaviour and changes to the way in which real estate will be used in the future, including how lease arrangements are structured, as well as changes to tax and economic policy impacting real estate (including capital gains, VAT and other sales taxes, stamp duty and business rates). RISKS Corporate See page 26. Property See page 30. OUR GROUP STRATEGY All of the principal risks and uncertainties have been mapped to the most relevant strategic priority Customer at the heart of the business Creative asset management Strategic investment and capital allocation Strategic partnerships Responsible stewardship Strong capital structure Underpinned by Dynamic Culture Effective Governance Environment, Sustainability and Community www.capitalandcounties.com 25 Strategic reportGovernanceFinancial statements PR INCIPAL RISKS AN D UN CE R TA I N TIE S CON TI NU E D KEY Increase Stable Decrease CORPORATE Risk ECONOMIC CONDITIONS Decline in real estate valuations due to macro-economic conditions Decline in fair value of listed investments held Relative attractiveness of other asset classes or locations Inability of the Group to adopt the appropriate strategy or to react to changing market conditions or changing consumer behaviour Impact on strategy Mitigation COVID-19 impact Measures to mitigate Change in 2020 Reduced return on investment and development property Reduced return on listed investments Higher finance costs Reduced profitability Focus on prime assets Regular assessment of investment market conditions including bi-annual external valuations Regular strategic reviews Strategic focus on creating retail-led destinations and residential districts with unique attributes FUNDING Lack of availability or increased cost of debt or equity funding Reduced financial and operational flexibility Increased cost of borrowing Delay to development works Constrained growth, lost opportunities Maintain appropriate liquidity to cover commitments Target longer and staggered debt maturities, and diversified sources of funding Consideration of early refinancing Covenant headroom monitored and stress tested Derivative contracts to provide interest rate protection Development phasing to enable flexibility and reduce financial exposure POLITICAL CLIMATE Uncertain political climate or changes to legislation and policies Disruption from completing the transition period of leaving the EU could result in an adverse impact on business and consumer confidence, increase material costs and reduce labour supply CATASTROPHIC EXTERNAL EVENT Such as a terrorist attack, health pandemic or cyber security crime Inability to deliver business plan Reduced rental income and/or capital values as customers could suffer staff shortages, increased import prices, longer lead times and lower availability of stock Monitoring proposals and emerging policy and legislation Engagement with key stakeholders and politicians Diversified occupiers with limited exposure to any one customer Diminishing London’s status Terrorist insurance Heightened by concentration of investments Reduced rental income and/or capital values Business disruption or damage to property On-site security Health and safety policies and procedures Close liaison with police, National Counter Terrorism Security Office (NaCTSO) and local authorities Reputational damage Regular training 26 Capco Annual Report & Accounts 2020 COVID-19 has resulted in high levels of We remain in regular dialogue with our customers to understand their macro-economic and market uncertainty financial position and provide support where needed. Rental support and volatility. This uncertainty combined has been provided to retail and hospitality customers experiencing with a significant reduction in footfall due to cash flow pressures, with rental agreements being adjusted on a government action has led to a reduction in case-by-case basis to include deferrals and turnover-linked arrangements rental income and property valuations. where appropriate. Restrictions on international and local travel, The Group remains in regular dialogue with local authorities to have had a significant impact on footfall and understand future plans and work constructively to position the business activity on the estate, leading to estate in the best possible manner to benefit from a recovery and customer liquidity issues. prosper over the medium term including implementing al fresco The Group focuses on prime assets in the West dining where appropriate. End of London primarily in the retail and The Group has had a long-term focus on maintaining a strong balance hospitality sector. Due to travel restrictions and sheet, with sufficient liquidity, and continues to do so to ensure it is able changing consumer behaviour the geographical to withstand market volatility and take advantage of opportunities. This and asset class concentration risk of asset has been supported by an additional £400 million of financing raised in valuation and rents has been increased. the year from different sources and related to the Shaftesbury investment The increased risk of an economic downturn via exchangeable bonds and a secured loan. as a result of COVID-19 could further impact Limited business interruption insurance is held by the Group and is demand for space, and result in changes to lease currently being assessed for applicability to the COVID-19 impacts up structures, and therefore the valuation of our to a maximum of £10 million. assets and rental income. Extensive forecasting, stress testing and modelling of various scenarios has been undertaken, including sensitivities arising from the COVID-19 pandemic to help plan for future impacts on the business. Reduction in net rental income and property Funding, debt and treasury metrics are monitored on a continual basis valuation as well as increased finance costs as a with a focus on preserving liquidity and capital. Extensive forecasting, result of COVID-19 has increased the risk of the stress testing and modelling of various scenarios has been undertaken, Group having limited headroom against or not including sensitivities arising from the COVID-19 pandemic to help meeting its financial covenants. monitor any impact on debt covenants. Due to the impact of COVID-19 on the Group’s net rental income, the Covent Garden interest cover covenant has not been met for the year ended 31 December 2020, however waivers have been agreed with the lenders. Due to the continued anticipated impact of the pandemic during the course of 2021 waivers are in place for the interest cover covenant for the period up to and including 31 December 2021. In determining the potential impact of COVID-19, the Group has assessed a “severe but plausible” downside scenario which takes into account current and potential further UK government restrictions in response to the pandemic. Details of this analysis are set out in note 1 to the accounts and the financial statements have been prepared on a going concern basis. £400 million of capital has been raised in the year related to the Shaftesbury investment via exchangeable bonds and a secured loan to further diversify sources of funding. The economic and political uncertainty As part of our annual budgeting and forecasting process we have around legislation and policy changes has been considered the impact of changes to legislation and policies from heightened due to the global impact of COVID- COVID-19 and Brexit and continue to monitor this in light of the 19 with potential long-term impacts. In addition current situation. Brexit remains a risk with disruption likely. The COVID-19 pandemic is a global crisis which The Group’s priority throughout the pandemic has been the health and has brought about unprecedented challenges safety of the Group’s people, customers and visitors. Additional cleaning and disruptions to our customers and visitor and security measures have been implemented and deployed across numbers in the near-term. the Group’s estate and offices and other initiatives have been pursued including pedestrianisation to enable social distancing. With all employees working from home, a review of cyber security has been performed to ensure appropriate controls are in place and ensure all employees remain vigilant to potential risks. CORPORATE Risk ECONOMIC CONDITIONS Decline in real estate valuations due to macro-economic conditions Decline in fair value of listed investments held Relative attractiveness of other asset classes or locations Inability of the Group to adopt the appropriate strategy or to react to changing market conditions or changing consumer behaviour Reduced return on investment and Focus on prime assets development property Regular assessment of investment Reduced return on listed investments market conditions including Higher finance costs Reduced profitability bi-annual external valuations Regular strategic reviews Strategic focus on creating retail-led destinations and residential districts with unique attributes FUNDING Lack of availability or increased cost of debt or equity funding Reduced financial and operational flexibility Increased cost of borrowing Delay to development works Constrained growth, lost opportunities Maintain appropriate liquidity to cover commitments Target longer and staggered debt maturities, and diversified sources of funding Consideration of early refinancing Covenant headroom monitored and stress tested Derivative contracts to provide interest rate protection Development phasing to enable flexibility and reduce financial exposure POLITICAL CLIMATE Uncertain political climate or changes to legislation and policies Disruption from completing the transition period of leaving the EU could result in an adverse impact on business and consumer confidence, increase material costs and reduce labour supply CATASTROPHIC EXTERNAL EVENT Such as a terrorist attack, health pandemic or cyber security crime Inability to deliver business plan Monitoring proposals and emerging Reduced rental income and/or capital policy and legislation values as customers could suffer Engagement with key stakeholders staff shortages, increased import and politicians prices, longer lead times and lower availability of stock Diversified occupiers with limited exposure to any one customer Diminishing London’s status Terrorist insurance Heightened by concentration On-site security Reduced rental income and/or and procedures Health and safety policies of investments capital values to property Business disruption or damage Close liaison with police, National Counter Terrorism Security Office (NaCTSO) and local authorities Reputational damage Regular training Impact on strategy Mitigation COVID-19 impact Measures to mitigate Change in 2020 COVID-19 has resulted in high levels of macro-economic and market uncertainty and volatility. This uncertainty combined with a significant reduction in footfall due to government action has led to a reduction in rental income and property valuations. Restrictions on international and local travel, have had a significant impact on footfall and business activity on the estate, leading to customer liquidity issues. The Group focuses on prime assets in the West End of London primarily in the retail and hospitality sector. Due to travel restrictions and changing consumer behaviour the geographical and asset class concentration risk of asset valuation and rents has been increased. The increased risk of an economic downturn as a result of COVID-19 could further impact demand for space, and result in changes to lease structures, and therefore the valuation of our assets and rental income. We remain in regular dialogue with our customers to understand their financial position and provide support where needed. Rental support has been provided to retail and hospitality customers experiencing cash flow pressures, with rental agreements being adjusted on a case-by-case basis to include deferrals and turnover-linked arrangements where appropriate. The Group remains in regular dialogue with local authorities to understand future plans and work constructively to position the estate in the best possible manner to benefit from a recovery and prosper over the medium term including implementing al fresco dining where appropriate. The Group has had a long-term focus on maintaining a strong balance sheet, with sufficient liquidity, and continues to do so to ensure it is able to withstand market volatility and take advantage of opportunities. This has been supported by an additional £400 million of financing raised in the year from different sources and related to the Shaftesbury investment via exchangeable bonds and a secured loan. Limited business interruption insurance is held by the Group and is currently being assessed for applicability to the COVID-19 impacts up to a maximum of £10 million. Extensive forecasting, stress testing and modelling of various scenarios has been undertaken, including sensitivities arising from the COVID-19 pandemic to help plan for future impacts on the business. Reduction in net rental income and property valuation as well as increased finance costs as a result of COVID-19 has increased the risk of the Group having limited headroom against or not meeting its financial covenants. Funding, debt and treasury metrics are monitored on a continual basis with a focus on preserving liquidity and capital. Extensive forecasting, stress testing and modelling of various scenarios has been undertaken, including sensitivities arising from the COVID-19 pandemic to help monitor any impact on debt covenants. Due to the impact of COVID-19 on the Group’s net rental income, the Covent Garden interest cover covenant has not been met for the year ended 31 December 2020, however waivers have been agreed with the lenders. Due to the continued anticipated impact of the pandemic during the course of 2021 waivers are in place for the interest cover covenant for the period up to and including 31 December 2021. In determining the potential impact of COVID-19, the Group has assessed a “severe but plausible” downside scenario which takes into account current and potential further UK government restrictions in response to the pandemic. Details of this analysis are set out in note 1 to the accounts and the financial statements have been prepared on a going concern basis. £400 million of capital has been raised in the year related to the Shaftesbury investment via exchangeable bonds and a secured loan to further diversify sources of funding. The economic and political uncertainty around legislation and policy changes has been heightened due to the global impact of COVID- 19 with potential long-term impacts. In addition Brexit remains a risk with disruption likely. As part of our annual budgeting and forecasting process we have considered the impact of changes to legislation and policies from COVID-19 and Brexit and continue to monitor this in light of the current situation. The COVID-19 pandemic is a global crisis which has brought about unprecedented challenges and disruptions to our customers and visitor numbers in the near-term. The Group’s priority throughout the pandemic has been the health and safety of the Group’s people, customers and visitors. Additional cleaning and security measures have been implemented and deployed across the Group’s estate and offices and other initiatives have been pursued including pedestrianisation to enable social distancing. With all employees working from home, a review of cyber security has been performed to ensure appropriate controls are in place and ensure all employees remain vigilant to potential risks. www.capitalandcounties.com 27 Strategic reportGovernanceFinancial statements PR INCIPAL RISKS AN D UN CE R TA I N TIE S CON TI NU E D KEY Increase Stable Decrease CORPORATE CONTINUED Risk Impact on strategy Mitigation COVID-19 impact Measures to mitigate Change in 2020 PEOPLE Inability to retain and recruit the right people and develop leadership skills within the business Inability to execute strategy and business plan Constrained growth, lost opportunities Succession planning, performance evaluations, training and development Long-term and competitive incentive rewards In response to COVID-19, all employees Risk assessments were performed for all employees to ensure they are have been working from home to a large well equipped and able to work from home effectively. extent since March 2020. This has presented certain working-level, management and infrastructure challenges. There remains a risk of mass illness across employees, management or service providers which would disrupt the day-to-day activities of the Group’s business and running of the estate. HEALTH AND SAFETY Accidents causing loss of life or very serious injury to employees, contractors, occupiers and visitors to the Group’s properties Prosecution for non-compliance with legislation Health and safety procedures across the Group Litigation or fines Reputational damage Distraction of management Appointment of reputable contractors External consultants undertake annual audits in all locations Adequate insurance held to cover the risks inherent in construction projects The COVID-19 pandemic has resulted in the We have worked closely with our customers to safely and securely close closure of all non-essential retail and F&B non-essential retail and F&B premises and will work with our customers premises and required staff to work from to support reopening as required by government guidance. We have home. Health and safety risks have impacted also ensured the health and safety of our residential customers through all elements of our business. measures such as increased cleaning of communal areas and closure of COMPLIANCE WITH LAW, REGULATIONS AND CONTRACTS Breach of legislation, regulation or contract Inability to monitor or anticipate legal or regulatory changes Exit from REIT regime due to non-compliance with REIT requirements Prosecution for non-compliance with legislation Appointment of external advisers to monitor changes in law or regulation Litigation or fines Reputational damage Distraction of management Members of staff attend external briefings to remain cognisant of legislative and regulatory changes Measures to respond to COVID-19 include the The COVID-19 steering group, plus additional groups set up to monitor imposition of new legislation, regulations and and manage the impact of COVID-19 on the business, has been meeting requirements for our people, customers and regularly to review emerging legislation and requirements and regularly visitors, which have an impact on matters such communicated these to the business and employees, ensuring timely as recoverability of rents, health and safety and implementation. other matters. Reduced rental income as a result of COVID-19 the various stakeholder groups to ensure everyone is aware of the has made it more challenging for the Group new legislation and requirements. Formal protocols have been put in place and communicated across to meet the REIT requirements, without some dispensation from HMRC. We remain in close communication with HMRC regarding our REIT status, the Group’s ability to comply with the requirements and the approach which HMRC will take in relation to a breach of the REIT conditions resulting from COVID-19. 28 Capco Annual Report & Accounts 2020 Government guidance has been followed with regular contact with staff to ensure well-being. Revised team communication strategies have been implemented to ensure managers can adequately supervise and support employees working from home. The Group’s offices have been made COVID-secure in readiness for a return to normal working practices. Government guidelines will be followed as employees return to normal working practices including rotas to enable physical distancing. Business continuity plans for both employees and service providers, including introduction of external resources if required, and other policies have been reviewed together with HR policies, technology and communication where appropriate. Recruiting and on-boarding policies have been adjusted where necessary to ensure that the business is able to continue to attract, develop and retain the best possible resources. We continue to carefully monitor employees’ mental and physical well- being and the health and safety of our employees and service providers remains a top priority. Risk assessments for returning to the office have been undertaken with all employees. certain facilities. As the lockdown restrictions are eased, and occupancy and footfall levels on the estate increase, efforts will be focused on ensuring that the estate is well-prepared for the safe return of customers and visitors. Health and safety protocols have been implemented across all of the Group’s assets and offices. This includes signage and measures across the estate and throughout our offices to keep customers, visitors and employees aware and safe. Certain areas of the estate were pedestrianised to ensure safe social distancing can be maintained. CORPORATE CONTINUED Risk PEOPLE Inability to retain and recruit the right people and develop leadership skills within the business Inability to execute strategy Succession planning, performance and business plan Constrained growth, lost opportunities evaluations, training and development Long-term and competitive incentive rewards Impact on strategy Mitigation COVID-19 impact Measures to mitigate Change in 2020 In response to COVID-19, all employees have been working from home to a large extent since March 2020. This has presented certain working-level, management and infrastructure challenges. There remains a risk of mass illness across employees, management or service providers which would disrupt the day-to-day activities of the Group’s business and running of the estate. HEALTH AND SAFETY Accidents causing loss of life or very serious injury to employees, contractors, occupiers and visitors to the Group’s properties Prosecution for non-compliance with Health and safety procedures across legislation Litigation or fines Reputational damage Distraction of management the Group Appointment of reputable contractors External consultants undertake annual audits in all locations Adequate insurance held to cover the risks inherent in construction projects The COVID-19 pandemic has resulted in the closure of all non-essential retail and F&B premises and required staff to work from home. Health and safety risks have impacted all elements of our business. COMPLIANCE WITH LAW, REGULATIONS AND CONTRACTS Breach of legislation, regulation or contract Inability to monitor or anticipate legal or regulatory changes Exit from REIT regime due to non-compliance with REIT requirements Prosecution for non-compliance Appointment of external advisers to with legislation Litigation or fines Reputational damage Distraction of management monitor changes in law or regulation Members of staff attend external briefings to remain cognisant of legislative and regulatory changes Measures to respond to COVID-19 include the imposition of new legislation, regulations and requirements for our people, customers and visitors, which have an impact on matters such as recoverability of rents, health and safety and other matters. Reduced rental income as a result of COVID-19 has made it more challenging for the Group to meet the REIT requirements, without some dispensation from HMRC. Risk assessments were performed for all employees to ensure they are well equipped and able to work from home effectively. Government guidance has been followed with regular contact with staff to ensure well-being. Revised team communication strategies have been implemented to ensure managers can adequately supervise and support employees working from home. The Group’s offices have been made COVID-secure in readiness for a return to normal working practices. Government guidelines will be followed as employees return to normal working practices including rotas to enable physical distancing. Business continuity plans for both employees and service providers, including introduction of external resources if required, and other policies have been reviewed together with HR policies, technology and communication where appropriate. Recruiting and on-boarding policies have been adjusted where necessary to ensure that the business is able to continue to attract, develop and retain the best possible resources. We continue to carefully monitor employees’ mental and physical well- being and the health and safety of our employees and service providers remains a top priority. Risk assessments for returning to the office have been undertaken with all employees. We have worked closely with our customers to safely and securely close non-essential retail and F&B premises and will work with our customers to support reopening as required by government guidance. We have also ensured the health and safety of our residential customers through measures such as increased cleaning of communal areas and closure of certain facilities. As the lockdown restrictions are eased, and occupancy and footfall levels on the estate increase, efforts will be focused on ensuring that the estate is well-prepared for the safe return of customers and visitors. Health and safety protocols have been implemented across all of the Group’s assets and offices. This includes signage and measures across the estate and throughout our offices to keep customers, visitors and employees aware and safe. Certain areas of the estate were pedestrianised to ensure safe social distancing can be maintained. The COVID-19 steering group, plus additional groups set up to monitor and manage the impact of COVID-19 on the business, has been meeting regularly to review emerging legislation and requirements and regularly communicated these to the business and employees, ensuring timely implementation. Formal protocols have been put in place and communicated across the various stakeholder groups to ensure everyone is aware of the new legislation and requirements. We remain in close communication with HMRC regarding our REIT status, the Group’s ability to comply with the requirements and the approach which HMRC will take in relation to a breach of the REIT conditions resulting from COVID-19. www.capitalandcounties.com 29 Strategic reportGovernanceFinancial statements PR INCIPAL RISKS AN D UN CE R TA I N TIE S CON TI NU E D KEY Increase Stable Decrease CORPORATE CONTINUED Risk Impact on strategy Mitigation COVID-19 impact Measures to mitigate Change in 2020 CLIMATE CHANGE Physical impact on our assets from rising temperatures or other extreme climate-related event such as flooding Transitional challenge of increasing and more onerous compliance and reporting requirements, as well as retrofitting, insuring or leasing our assets in a heritage environment on an appropriate whole life carbon basis Inability to keep pace with customer and consumer demand for proactive action to manage and mitigate climate-related risk Reduced capital values or business disruption, reduced income through disruption Increased operating costs to meet reporting and target metrics and compliance. Increased capital costs of retrofitting, or inability to resolve listed building or planning challenges leads to buildings becoming carbon stranded Reduced income through lower rents and longer void periods due to reduced customer demand Board and management ESC Committees established to manage climate-related risks and opportunities with appointment of Director Sustainability and Technology Net Zero Carbon commitment for 2030 and full asset by asset review to be completed in 2021 as part of Net Zero Carbon pathway. Continued engagement with planning stakeholders to preserve heritage buildings, while enhancing environmental performance Pro-active customer and consumer engagement programme and setting of appropriate climate-related targets on both development and operations PROPERTY LEASING AND ASSET MANAGEMENT Inability to achieve target rents or to attract target customer due to market conditions Competition from other locations/formats Decline in customer demand for the Group’s properties Reduced income and increased vacancy Reduced return on investment and development property Quality customer mix Strategic focus on creating mixed-use destinations with unique attributes PLANNING AND DEVELOPMENT Unfavourable planning policy, legislation or action impacting on the ability to secure planning approvals or consents Decline in returns from development due to market conditions or increased construction costs or delays Impact on land valuations and realisation Engagement with local and national authorities Lower development returns due to lower sales proceeds, higher costs or delay Pre-application and consultation with key stakeholders and landowners Engagement with local community bodies Focus on prime assets Regular assessment of market conditions and development strategy Business strategy based on long-term returns Professional teams in place to manage costs and deliver programme 30 Capco Annual Report & Accounts 2020 Reduced ability to access the estate to Long-term planning and mobilisation of asset by asset carbon mitigation implement planned carbon reduction measures. strategy and continued implementation of appropriate measures where Reduced customer engagement on still on site. environmental matters due to focus on their A bespoke approach to COVID-19 support has been undertaken by own COVID-19 related business challenges. the Group with its customers, which will encourage climate-related engagement following lifting of current restrictions. The majority of retail and F&B customers As a long-term investor in the estate, the Group took early action to were closed for business or operated on a very ensure the safety and security of Covent Garden whilst also providing restricted basis between March and June 2020, support on a case-by-case basis to customers experiencing cash flow and subsequently through tiered restrictions challenges as a result of COVID-19. and subsequent lockdown periods which have continued into 2021. This has had a significant impact on leasing activity, rent collection and resulted in some customers going into administration leading to additional voids on the estate. Evolving lease structures may also have an impact on underlying property valuations and rental income. COVID-19 has affected suppliers and their business activities, which could lead to delays or inability to provide some services. Bespoke solutions have been agreed which include rent deferrals, rent-free periods and other arrangements reflecting the financial position of each customer. For certain customers which are experiencing short-term cash flow issues, rental agreements have been linked to turnover for certain periods in exchange for other provisions such as lease extensions. We have a focused reopening strategy in place and through active asset management our main objective is to assist our customers to return as the lockdown measures continue to ease, ensuring the business is well- positioned to benefit from a recovery and prosper over time. We continuously engage with our suppliers to understand their ability to meet our demands during this challenging time. Given the broad implications and evolving The Group maintains strong relationships and regular, open and nature of the pandemic and its economic constructive dialogue with stakeholders. implications, there is an increased risk of misalignment of objectives with stakeholders and business partners. Work at Lillie Square halted for a short period in line with government guidelines during 2020. Once operations recommenced social distancing procedures were followed and monitored to ensure the completion of Delays in development due to government Phase 2. Subsequently 94 units have been handed over successfully. Future restrictions on how building contracts operate handovers will be closely monitored in line with government guidelines. on-site during COVID-19. We continue to consider different market scenarios in light of evolving Changes to planning regulations with the market circumstances. amendment to The Town and Country Planning Regulations 2020, from September 2020 allowing for flexibility in change in use of commercial units. Higher than anticipated reductions in sales prices as a result of the pandemic might deliver lower returns on units not yet completed. CORPORATE CONTINUED Risk CLIMATE CHANGE Physical impact on our assets from rising temperatures or other extreme climate-related event such as flooding Transitional challenge of increasing and more onerous compliance and reporting requirements, as well as retrofitting, insuring or leasing our assets in a heritage environment on an appropriate whole life carbon basis Inability to keep pace with customer and consumer demand for proactive action to manage and mitigate climate-related risk PROPERTY LEASING AND ASSET MANAGEMENT Inability to achieve target rents or to attract target customer due to market conditions Competition from other locations/formats Reduced capital values or business disruption, reduced income through disruption Increased operating costs to meet reporting and target metrics and compliance. Increased capital Board and management ESC Committees established to manage climate-related risks and opportunities with appointment of Director Sustainability and Technology costs of retrofitting, or inability to Net Zero Carbon commitment resolve listed building or planning for 2030 and full asset by asset challenges leads to buildings becoming carbon stranded Reduced income through lower rents and longer void periods due to reduced customer demand review to be completed in 2021 as part of Net Zero Carbon pathway. Continued engagement with planning stakeholders to preserve heritage buildings, while enhancing environmental performance Pro-active customer and consumer engagement programme and setting of appropriate climate-related targets on both development and operations Decline in customer demand for Quality customer mix the Group’s properties Strategic focus on creating mixed-use Reduced income and increased vacancy destinations with unique attributes Reduced return on investment and development property PLANNING AND DEVELOPMENT Unfavourable planning policy, legislation or action impacting on the ability to secure planning approvals or consents Decline in returns from development due to market conditions or increased construction costs or delays Impact on land valuations Engagement with local and and realisation national authorities Lower development returns due Pre-application and consultation with to lower sales proceeds, higher key stakeholders and landowners costs or delay Engagement with local community bodies Focus on prime assets Regular assessment of market conditions and development strategy Business strategy based on long-term returns Professional teams in place to manage costs and deliver programme Impact on strategy Mitigation COVID-19 impact Measures to mitigate Change in 2020 Reduced ability to access the estate to implement planned carbon reduction measures. Reduced customer engagement on environmental matters due to focus on their own COVID-19 related business challenges. Long-term planning and mobilisation of asset by asset carbon mitigation strategy and continued implementation of appropriate measures where still on site. A bespoke approach to COVID-19 support has been undertaken by the Group with its customers, which will encourage climate-related engagement following lifting of current restrictions. As a long-term investor in the estate, the Group took early action to ensure the safety and security of Covent Garden whilst also providing support on a case-by-case basis to customers experiencing cash flow challenges as a result of COVID-19. Bespoke solutions have been agreed which include rent deferrals, rent-free periods and other arrangements reflecting the financial position of each customer. For certain customers which are experiencing short-term cash flow issues, rental agreements have been linked to turnover for certain periods in exchange for other provisions such as lease extensions. We have a focused reopening strategy in place and through active asset management our main objective is to assist our customers to return as the lockdown measures continue to ease, ensuring the business is well- positioned to benefit from a recovery and prosper over time. We continuously engage with our suppliers to understand their ability to meet our demands during this challenging time. The Group maintains strong relationships and regular, open and constructive dialogue with stakeholders. Work at Lillie Square halted for a short period in line with government guidelines during 2020. Once operations recommenced social distancing procedures were followed and monitored to ensure the completion of Phase 2. Subsequently 94 units have been handed over successfully. Future handovers will be closely monitored in line with government guidelines. We continue to consider different market scenarios in light of evolving market circumstances. The majority of retail and F&B customers were closed for business or operated on a very restricted basis between March and June 2020, and subsequently through tiered restrictions and subsequent lockdown periods which have continued into 2021. This has had a significant impact on leasing activity, rent collection and resulted in some customers going into administration leading to additional voids on the estate. Evolving lease structures may also have an impact on underlying property valuations and rental income. COVID-19 has affected suppliers and their business activities, which could lead to delays or inability to provide some services. Given the broad implications and evolving nature of the pandemic and its economic implications, there is an increased risk of misalignment of objectives with stakeholders and business partners. Delays in development due to government restrictions on how building contracts operate on-site during COVID-19. Changes to planning regulations with the amendment to The Town and Country Planning Regulations 2020, from September 2020 allowing for flexibility in change in use of commercial units. Higher than anticipated reductions in sales prices as a result of the pandemic might deliver lower returns on units not yet completed. www.capitalandcounties.com 31 Strategic reportGovernanceFinancial statements PR INCIPAL RISKS AN D UN CE R TA I N TIE S CON TI NU E D VIABILITY STATEMENT The Directors have considered the prospects of the Group over the three-year period to December 2023. With continued uncer- tainties resulting from COVID-19, the Directors have determined that this remains an appropriate period over which to provide the viability statement as it is the period covered by the latest business plan which takes into account the Group’s current posi- tion, group financial forecasts and the potential impact of the principal risks set out on pages 26-31, including the impact of COVID-19. In making the assessment, the Directors have taken account of the Group’s resilient financial position, access to substantial liquidity, the Group’s ability to raise new finance, and the low level of capital commitments together with the flexibility of future expenditure. Actions taken in 2020, including the issu- ance of £275 million of exchangeable bonds and a £125 million secured loan, have enhanced financial flexibility and liquidity. The Company has a strong balance sheet with net debt to gross assets of 28 per cent and access to substantial cash and undrawn facilities, amounting to £1 billion as at 31 December 2020. The Covent Garden net debt position is £352 million and there is substantial headroom against the Covent Garden loan to value covenant with a loan to value ratio of 19 per cent. The business plan considers the Group’s cash flow, capital commitments, financial resources, debt covenants and other key financial risks. The Board remains confident in the long-term fundamentals of its prime central London focused investments. The COVID-19 vaccination programme continues to be implemented in the UK, however there remains significant uncertainty over the timing and pace of recovery in central London footfall and spending, particularly as it relates to international travel. Challenging occupier and investment market conditions have had a negative impact on property valuations and rental values with pressure on rent collection, recoverability of receivables and tenant failures. The key assumptions for the viability scenario are set out below. These assumptions were also subjected to an extreme downside sensitivity analysis, assessing the Group’s earnings, liquidity and debt covenant compliance. The Directors’ conservative scenario for the purposes of viabil- ity analysis assumes that Government restrictions are eased over 2021 and a recovery in footfall and spending follows, weighted towards the second half of the viability assessment period. The scenario is based on a number of specific assumptions, including: ◦ A gradual recovery in business and consumer sentiment, including the implementation over time of easing measures in relation to COVID-19 ◦ Footfall and sales recover on a gradual basis from the second half of 2021 onwards, returning to pre-COVID-19 levels in 2023 ◦ Rent collection rates recover gradually in response to improving footfall and consumer confidence and spend ◦ Vacancy levels increase in 2021 reflecting continued lower levels of footfall, potential failures and macroeconomic uncertainty ◦ Increased levels of irrecoverable property and service charge costs are incurred ◦ Further declines in rental values occur over the viability assessment period, the impact of which is seen through lease breaks, expiries or default, along with widening of yields, resulting in reduced asset values and rental income ◦ Lease terms being more favourably weighted towards tenants, which may include increased tenant incentive packages, longer rent free periods and increased capital contributions, particularly for retail, hospitality and leisure space ◦ No material acquisitions and modest levels of capital expenditure ◦ Refinancing of the Covent Garden revolving credit facility in reduced size in advance of its maturity in December 2022 All of the Group’s risks could have an impact on viability. The Directors consider the key principal risks that could impact the viability of the Group to be Economic conditions, Catastrophic external event, Funding and Leasing. Although climate change is considered by the Directors to be a principal risk, the increased costs as we transition to a more environmentally sustainable business are deemed unlikely to affect the viability of the Group within the three-year period. The Directors placed particular emphasis on those risks which could result in reduced income and asset values or a shortfall in liquidity. Sensitivity analysis was carried out which involved flexing a number of assump- tions to consider alternative macroeconomic conditions and the impact of these principal risks both in isolation and combined. The Group considered an extreme downside scenario with substantial declines in rental income and asset values. ◦ The projections represent a reduction in forecast net rental income (including impairment of tenant incentive balances and impact of lease modifications) of approximately 30 per cent on average across the three year period, with this reduction weighted towards the first half of the viability period, compared to 2019 pre-COVID-19 levels. It is anticipated there will be a gradual improvement in net rental income through the viability period ◦ A cumulative decline in property valuations of 50 per cent compared to the December 2019 valuation (of which 27 per cent is already reflected in the December 2020 valuation) 32 Capco Annual Report & Accounts 2020 GOING CONCERN The Company has a strong balance sheet with net debt to gross assets of 28 per cent and access to cash and undrawn facilities of £1 billion as at 31 December 2020. Due to the impact on reported net rental income of COVID-19, the Covent Garden interest cover covenant has not been met for the year ended 31 December 2020, however a waiver is in place with the lenders in relation to this period and due to the ongoing impact of the pandemic waivers have been agreed to 31 December 2021. In addition, the Company has analysed a severe but plausible downside forecast as part of its going concern assessment as detailed in note 1 ‘Principal Accounting Policies’. Based on this assessment, the going concern basis of accounting has been adopted in preparing the 2020 Annual Report & Accounts. In addition, the Group has stress tested reduced availability of debt funding and counterparties not fulfilling certain contractual obligations. This analysis was carried out to evaluate the poten- tial impact of certain principal risks materialising, in particular to stress test the Group’s financing covenants. There is sufficient head- room within the Covent Garden loan to value (“LTV”) covenant to withstand a significant reduction in the property valuation before a breach would occur. However, due to the anticipated impact of COVID-19 on reported net rental income, an interest cover covenant waiver has been agreed with the Covent Garden lenders in relation to the six months ending 30 June 2021 and 12 months ending 31 December 2021. Given the current uncertainties created by COVID-19, the Group will monitor the interest cover position for the subsequent periods closely, and if required will take appropriate mitigating actions such as the reduction of certain discretionary rental expenses and finance costs. The relatively low absolute level of net debt within the Covent Garden group, £352 million at 31 December 2020, provides some comfort as to the ability to manage the capital structure of the Covent Garden group effectively. Based on stress testing analysis and before taking account of any mitigating actions, the Group could withstand a further 68 per cent decline in property valuations from 31 December 2020, before a breach of the LTV covenant. Noting there are interest cover covenant waivers in place for the first twelve months of the viability assessment period, under the extreme downside scenario where income is projected to be significantly lower than pre-COVID-19 levels there is substantial headroom against the interest cover covenant. In the event that certain mitigating actions are taken by management, the Group could sustain a decline where net rental income would represent less than 50 per cent of 2019 pre-COVID-19 levels. These actions comprise steps within management’s control including the reduc- tion of non-essential rental expenses and finance costs. The Group could also consider other initiatives which may include the selective monetisation of assets where appropriate, as demonstrated by the sale in 2020 of the Wellington block for £76.5 million. Based on this assessment, the Directors have a reasonable expec- tation that the Group and Company will be able to continue in operation and meet their liabilities as they fall due over the period to December 2023. In making this statement, the Directors have considered the resilience of the Group, taking account of its current position, the risk appetite, the principal risks facing the business and the effectiveness of any mitigating actions. www.capitalandcounties.com 33 Strategic reportGovernanceFinancial statements OP E RA TIN G RE V IEW COVENT GARDEN A leading global retail and dining destination Through creative asset management and investment, Covent Garden has been transformed into a world-class destination in the heart of London’s West End, well-positioned for long-term growth. COVENT GARDEN INDEPENDENT VALUATION £1,825 million PERCENTAGE OF PORTFOLIO VALUE RETAIL FOOD & BEVERAGE 50% 21% OFFICE 15% RESIDENTIAL 10% LEISURE 4% 34 Capco Annual Report & Accounts 2020 www.capitalandcounties.com www.capitalandcounties.com 35 35 Strategic reportGovernanceFinancial statements OP ER ATING R E VI EW CO NT IN UE D SUMMARY ◦ Total property value of £1.8 billion, a decrease of 27.3 per cent (like-for-like) (2019: £2.6 billion) ◦ Net rental income down 29.8 per cent (like-for-like) and 73.5 per cent (absolute terms) to £16.3 million (2019: £61.5 million) ◦ 65 new leases and renewals transacted, representing £6.2 million of contracted income ◦ ERV decrease by 22.2 per cent (like-for-like) to £81 million (2019: £108 million) ◦ Sale of the Wellington block for £76.5 million STRATEGY ◦ Drive rental growth and capture value appreciation ◦ Creative asset management across the portfolio ◦ Investment to drive expansion and change ◦ Attract the best brands and concepts to meet evolving consumer demand ◦ Emphasis on customer engagement to provide differentiated experiences ◦ Responsible stewardship of the estate – minimise environmental impact and generate benefit to stakeholders ◦ Disciplined capital management – maintain a strong financial position Michelle McGrath, Executive Director A WORLD-CLASS DESTINATION The Covent Garden estate represents a carefully assembled portfolio in the heart of London’s West End, comprising retail, dining, leisure and cultural space comple- mented by high quality offices and resi- dential apartments. Through creative asset management and disciplined invest- ment, Covent Garden has been established as an exceptional mixed-use portfolio of approximately 1.1 million square feet of lettable space, across 75 buildings and 526 units. Covent Garden provides a broad range of unit sizes, ensuring it attracts a wide spectrum of retail and F&B occupiers. Capco has transformed Covent Garden into a global destination having curated one of the strongest retail and dining line- ups in the world in a heritage setting, posi- tioning Covent Garden competitively as a global brand. Occupiers across all uses are more discerning than ever and in particu- lar, retail and hospitality value more than the location alone. Capco’s approach focuses on the creation of brand value, the understanding of consumer behaviour and trends and crucially how these inter- play with heritage, culture and experience within a sustainable vision for the estate. SUPPORTING THE REOPENING OF RETAIL AND HOSPITALITY CUSTOMERS Capco began the year with a strong leasing pipeline and growth in sales and footfall, however activity levels were significantly affected by the pandemic. By 23 March 2020 the majority of retail and F&B (food and beverage) customers closed across the estate. Throughout this period of COVID- 19 uncertainty, Capco has prioritised the health and safety of its people, customers and visitors. The heritage of Covent Garden is incredi- bly important. Capco therefore took early action to ensure the safety of the estate with additional security deployed to protect residential homes and commercial prem- ises. Working with our customers, Capco implemented social distancing protocols across the estate, including marked queu- ing systems, social distancing signage and enhanced cleaning regimes, including hand sanitiser stations. Capco has been encour- aged by the resilience and creativity of our customers through this challenging period. As a long-term investor in the estate, Capco has provided support on a case-by-case basis to customers experiencing cash flow 36 Capco Annual Report & Accounts 2020 challenges as a result of COVID-19. Bespoke solutions have been agreed which include rent deferrals, rent-free periods and other arrangements reflecting the position of each customer. For certain customers, rental agreements were linked to turnover for the second half of the year in exchange for other provisions including lease exten- sions and greater landlord flexibility. Against a backdrop of significant market uncertainty and challenging trading conditions, Capco continues to provide support to customers where appropri- ate. Capco continues to maintain regular engagement with its customers, offering assistance to provide confidence to our customers to resume trading as restrictions are eased. Understanding customers’ businesses has always been part of Capco’s leasing approach and this year Capco has engaged in several hundred direct discussions with its customers. Customers were requested to provide detailed business information which was analysed on a case-by-case basis and bespoke solutions agreed. The objective is to maintain a strong customer line-up ensuring a world-class estate for the longer term and whilst conditions are challenging today, these actions will support the business to benefit from a recovery over time. After extended periods of closure, the vast majority of retailers reopened during the summer and again in December, adapt- ing their operations to ensure effective social distancing measures were in place and many have adopted revised trading hours to reflect footfall patterns. The over- whelming response from customers and the consumer drove the vibrancy of the estate which continued to offer the Covent Garden experience with ongoing activities through brand partnerships across the Piazza. The enduring appeal of Covent Garden remains, with an encouraging recovery in footfall and trade following the easing of measures in the second half of 2020. The current government restric- tions remain in place and are expected to ease over the coming months. PERFORMANCE The valuation of the estate decreased by 27 per cent like-for-like to £1.8 billion over the year. Substantially all of the valuation movement relates to the retail, leisure and F&B portfolio which represents 75 per cent of total property value. The main contrib- utors were a 22 per cent (like-for-like) decline in ERV to £80.8 million, expansion in the equivalent yield of 28 basis points to 3.91 per cent and the valuer’s assumption on loss of near-term income (£27 million). 65 leasing transactions with a rental value of £6.2 million (2019: £17.4 million) completed during the year, 29 per cent below 31 December 2019 ERV (exclud- ing seven short-term lettings). Of the 65 leasing transactions, 43 took place in the second half of the year. Underlying net rental income was £44.1 million for the year, down 30 per cent (like-for-like) compared to 2019. During this challenging period a small number of tenants have entered into administration, representing £4 million of passing rent. The leasing market has been disrupted as a result of COVID-19 with some occupiers seeking more flexible arrangements rather than committing to longer term leases until there is better visibility, however Covent Garden continues to attract high quality brands and operators. At 31 December 2020, EPRA vacancy was 3.5 per cent (31 December 2019: 3.2 per cent). Approximately 6.5 per cent of ERV is in or is held for development or refurbishment (31 December 2019: 4.6 per cent (adjusted for the sale of the Wellington block)). Whilst EPRA vacancy has been stable, the disrupted trading environment combined with a difficult leasing market is antici- pated to have a negative impact on occu- pancy levels over 2021. In view of recent and ongoing restrictions to trading activity, support continues to be provided to our customers on a case-by- case basis. Overall, 62 per cent of rent has been collected for 2020. As an update to levels previously announced, 47 per cent of December rents (in respect of Q1 2021) have been collected. Rent collection levels for previous periods have continued to increase, with 2020 quarter collections at 53 per cent, 45 per cent and 53 per cent for Q2 to Q4 2020. Capco’s retail and hospitality customers have had significantly reduced income following the national lockdown during the Christmas trading period, which traditionally has been an important source of revenue and provided liquidity through the slower first quarter of the year. The gradual return to more normal rent collec- tion levels will be connected to the recovery in footfall and sales. UNDERLYING NET RENTAL INCOME (COVENT GARDEN) £44.1m 80 60 40 20 0 57.5 61.5 44.1 2018 2019 2020 ESTIMATED RENTAL VALUE £80.8m 120 107.7 108.4 90 60 30 0 80.8 2018 2019 2020 CAPITAL VALUE £1.8bn 2,610 2,596 1,825 2,800 2,100 1,400 700 0 2018 2019 2020 GROSS INCOME1 £65.3m 80 60 40 20 0 68.0 68.5 65.3 2018 2019 2020 1. The Group’s share of passing rent plus sundry non-leased income. www.capitalandcounties.com 37 Strategic reportGovernanceFinancial statements OP ER ATING R E VI EW CO NT IN UE D American Vintage GANNI Influenced by the founder’s exten- sive travels throughout the United States, American Vintage opens on Floral Street Danish Brand GANNI opens flag- ship store on Floral Street Darjeeling Express Fiona Fleur Asma Khan’s acclaimed Indian restaurant Darjeeling Express opens a new fine dining and all-day deli concept Floral design company Fiona Fleur opens pop-up on Floral Street Shavata Singh London Peloton Lash and brow specialist Shavata Singh London opens pop-up on Floral Street Peloton’s first flagship studio outside the US will open on Floral Street later this year Arc’teryx Tiffany & Co. Canadian outerwear brand to open on Long Acre Luxury jeweller Tiffany & Co. agrees to extend the lease on its James Street store The Gentlemen Baristas Mackintosh All-day dining and coffee concept opens pop-up on James Street Traditional British coatmakers Mackintosh open a pop-up store on James Street Capco-owned as at 31 December 2020 38 Capco Annual Report & Accounts 2020 CHARING CROSS ROAD TRAFALGQUARE VICTORIAEMBANKKINGSWAYLANCASTER PLACESHAFTESBURY AVENUESHORTS GARDENSENDELL STREETDRURY LANE GRECHARING CROSS ROAD MONMOUTH STREETKING STREETLONG ACRELONG ACREHENRIETTA STREETCHANDOS PLACE WILLIAM IV STREET DUNCANNON STREET BEDFORD STREETBURLEIGH STREETSOUTHAMPTON STREETAGAR STREETGARRICK STREETCRANBOURN STREETBEDFORDBURYADELAIDE STREETST MARTINʼS LANEUPPER ST MARTINʼS LANEJAMES STREETENDELL STREETWELLINGTON STREETEAST PIAZZABOW STREETWEST PIAZZACATHERINE STREETRUSSELL STREETTAVISTOCK STREETRUSSELL STREETBOW STREET TAVISTOCK STREETDRURY LANEDRURY LANESHORTS GARDENSKING STREETLONG ACRELONG ACREHENRIETTA STREETMAIDEN LANECHANDOS PLACE STRANDWILLIAM IV STREET DUNCANNON STREET BEDFORD STREETBURLEIGH STREETSOUTHAMPTON STREETAGAR STREETGARRICK STREETCRANBOURN STREETBEDFORDBURYADELAIDE STREETST MARTINʼS LANEUPPER ST MARTINʼS LANEJAMES STREETENDELL STREETEAST PIAZZAROYAL OPERA HOUSE ARCADE WELLINGTON STREETWEST PIAZZACATHERINE STREETRUSSELL STREETTAVISTOCK STREETRUSSELL STREETBOW STREET TAVISTOCK STREETSHAFTESBURY AVENUEMONMOUTH STREETMERCER STREETFLORAL STREETST PAULʼSCHURCHROYAL OPERAHOUSECOVENTGARDENCOVENT GARDENMARKET BUILDINGTHE RUSSELLTHE BEECHAMTO LETSPOKESAFEWEWORKTO LETENT. 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OFFICESBLAME GLORIAWAGAMAMAPAUL CAFEHSBCCHEANEYOYSTERMENHENRIETTAHOTELCORA PEARLUNDER DEVELOPMENTOAKLEYTHE ROUNDHOUSEHARDYʼSJOE & THE JUICESTEAK & COTOBIKOTHE TINTIN SHOPCAMPERRADLEYDIPTYQUEARKETMOSCOTMARIAGE FRÈRESENT.AESOPCOM VIETLE GARRICKWINE BAR LE JEUNECHOCOLATIERSSCRIBBLERBAGERIETWAY OUTCALZEDONIAAMORINODIRTYMARTINIGAP KIDS CHARING CROSSLESNEREIDESBLOOMEROIGGAM SOLCPETERSHAMNURSERIESLA GOCCIABA&SHFLORALSTREETPETERSHAMDELIFLORAL STREET COFFEE HOUSEAMERICANVINTAGETHE FLORAL COURTCOLLECTIONSHAVATA BROW STUDIO TO LET FLORALCOURTTHE PETERSHAMPITAYAU/DUNDERDEVELOPMENT ENT.MAILBOXES, ETC.MYCLOUDSTRAND TANDOORICARBONCHEQUERSSTREET GREEKENT.BROCCOLIPORTERHOUSEONE BEDFORDSTREETWILLIAMHILLBOOTSFITNESSFIRSTTHE WHISKYEXCHANGETHE ALKEMISTRYCOLD & PRESSʼDTHE DUCHESSTHEATREPETERʼSHAIRFLIGHTCENTREENT!"#$%&##ADELPHITHEATRETHE BIG EASYPOLPOHUNGARIAN CULTURALCENTRECORPUS CHRISTICATHOLIC CHURCHSI-BAR-ITACONDESAGOURMETBURGER KITCHENHONEST BURGERSCOSTATHE FROGENT.LADY OF THE GRAPESMREALE 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MOOMINSHOPSTRATHBERRYBENʼSCOOKIESHAWKERSFORARTʼSSAKEMORELLIʼSL'OCCITANEUNDER DEVELOPMENT MILLERHARRISLADUREEVYTAAUBAINESHAKE SHACKLE PAIN QUOTIDIENSEGAR& SNUFFNANACAFÉVENCHICARATHAPPY SOCKSWHITTARDTO LET ATELIERCOLOGNEPOLLOCKSHOTELCHOCOLATNEUHAUSGODIVATOMFORDDIORBEAUTYBOUTIQUEUNDER OFFER DECIEMBUNS & BUNSCHANELiBUNS& BUNSOLIVIABURTONSUSHISAMBAPENHALIGONʼS Floozie Cookie Vegan cookie brand Floozie Cookie launches a pop-up on James Street Kick Game Vashi Europe’s premier sneaker and streetwear store Kick Game opens on James Street Bespoke fine jewellery brand Vashi to open its new flagship store on James Street Strathberry Bubblewrap Luxury accessories brand Strathberry to open in the Market Building later this year Waffle concept Bubblewrap opens in the Market Building Neuhaus NaNa Café Luxury Belgian chocolatier Neuhaus opens a new store in the Market Building French-Lebanese inspired cuisine opens in the Market Building Bucherer Big Mamma Luxury watch retailer’s upsized new store to open later this year within the Royal Opera House Arcade Italian all-day dining concept Big Mamma is due to open its Henrietta Street restaurant later this year www.capitalandcounties.com 39 CHARING CROSS ROAD TRAFALGQUARE VICTORIAEMBANKKINGSWAYLANCASTER PLACESHAFTESBURY AVENUESHORTS GARDENSENDELL STREETDRURY LANE GRECHARING CROSS ROAD MONMOUTH STREETKING STREETLONG ACRELONG ACREHENRIETTA STREETCHANDOS PLACE WILLIAM IV STREET DUNCANNON STREET BEDFORD STREETBURLEIGH STREETSOUTHAMPTON STREETAGAR STREETGARRICK STREETCRANBOURN STREETBEDFORDBURYADELAIDE STREETST MARTINʼS LANEUPPER ST MARTINʼS LANEJAMES STREETENDELL STREETWELLINGTON STREETEAST PIAZZABOW STREETWEST PIAZZACATHERINE STREETRUSSELL STREETTAVISTOCK STREETRUSSELL STREETBOW STREET TAVISTOCK STREETDRURY LANEDRURY LANESHORTS GARDENSKING STREETLONG ACRELONG ACREHENRIETTA STREETMAIDEN LANECHANDOS PLACE STRANDWILLIAM IV STREET DUNCANNON STREET BEDFORD STREETBURLEIGH STREETSOUTHAMPTON STREETAGAR STREETGARRICK STREETCRANBOURN 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FLOWERSPRETTYBALLERINAJOULES19—20211512—141020138136—137135133130128125124121—123120119117—118116112—1151—318111718202122–2324301513–149–1011123328293435—363738392425—262728293031104440—4435361415119—1310827334—621719212327222324252147403938373635343230—3127—29147412—365138—911—124950a5152—545597—819—205248—515057—5922—2310119B9A8765A5B3-42130—3491011—12126274433372718—2041—42616—743444546474848495042142041817161513—1412119—107—86133112—1012—1416—18201083435283134—3536—3738—3929—3042—4330—3240—4122—2829—31142321242632—3427454941—4319—2017—1816151412—13111097—8456132627–28293331–323437383940a41—424316—1822—25212017—1916141529—3031—323322151411b11a753115a1623—242526273031–323328293410867—686662—65536061987651—433—35373638—392444423832—343630—402813—1519212325272931331217—191611591581575639—403846107—111104—1062—468—1214—164293—7100—102989083—841—5128—104—630—3526—2924—25232221135911—153133201618144951—53555759616365—6736373981—82807978A7853567771315A17—1921343228—30242022125050A42—4438429428426—7415410—411409408406405404399396395393392391390389377373—375371370369366355—359357354352—3351137217—183—5THE MOOMINSHOPSTRATHBERRYBENʼSCOOKIESHAWKERSFORARTʼSSAKEMORELLIʼSL'OCCITANEUNDER DEVELOPMENT MILLERHARRISLADUREEVYTAAUBAINESHAKE SHACKLE PAIN QUOTIDIENSEGAR& SNUFFNANACAFÉVENCHICARATHAPPY SOCKSWHITTARDTO LET ATELIERCOLOGNEPOLLOCKSHOTELCHOCOLATNEUHAUSGODIVATOMFORDDIORBEAUTYBOUTIQUEUNDER OFFER DECIEMBUNS & BUNSCHANELiBUNS& BUNSOLIVIABURTONSUSHISAMBAPENHALIGONʼSStrategic reportGovernanceFinancial statements OP ER ATING R E VI EW CO NT IN UE D RETAIL Capco’s emphasis on the consumer is essential to ensuring that the estate is posi- tioned as a leading destination for visitors. Retail space represents 50 per cent of the portfolio by value. Capco continues to focus on concepts relevant to the consumer and highly productive categories such as jewellery, gifting, accessories, fashion, cosmetics, fitness and well-being. The increasing significance of online purchases by consumers and the evolving omni-chan- nel sales strategies pursued by retailers underpin the importance for brands in choosing leading global destinations. Capco has always taken a creative approach to leasing, providing high quality concepts the opportunity to trade on the estate, often with turnover arrangements, which have transitioned into longer term occu- pation. The new concepts introduced to the estate during 2020 include both long and shorter-term arrangements, providing the opportunity for both Capco and the customer to benefit from a recovery over time. Given the highly productive nature of the categories and concepts on the Covent Garden estate these arrangements are expected to deliver value when more normal trading conditions return. Although occupational demand has reduced, Covent Garden continues to attract high quality brands and operators. Luxury jewellery brand Vashi signed a long-term lease on James Street for a new London flagship store which is set to open in 2021. This new opening joins established luxury brands Tiffany & Co., which agreed terms in December 2020 for a new lease, and Bucherer, which has continued with expan- sion plans in a larger unit at the Royal Opera House Arcade opening in 2021. Luxury Belgian chocolatier Neuhaus opened a new store in the iconic Market Building, selling handcrafted, artisanal chocolates. Peloton continues the fit out of its European flagship training studio and retail store on Floral Street joining Ganni and American Vintage which opened stores earlier in the year. Kick Game opened on James Street in December offering designer styles in sneakers and streetwear, including limited edition sneakers from brands such as Off-White, Yeezy, Supreme and the DIOR collaboration. Traditional British coat- makers Mackintosh opened a new store on James Street and apparel brand Arc’teryx agreed terms in January 2021 to open a store on Long Acre. American Vintage, Floral Street 40 Capco Annual Report & Accounts 2020 Al fresco dining, Henrietta Street DINING Introducing high quality innovative food concepts has been central to the dining strategy for Covent Garden. The estate offers a diverse range of dining experi- ences, from casual to premium, and is one of London’s best dining destinations. The majority of restaurants focus on qual- ity and experience, often with an all-day offer, with many brands choosing Covent Garden as their first physical global or UK presence rather than standard chain restaurants. Restaurateurs tend to invest significant capital fitting out, therefore, leases tend to be longer than for retail units. Dining space represents 21 per cent of the portfolio by value. A number of new dining concepts have been introduced to the estate, including acclaimed restaurant Darjeeling Express which has taken the space formerly occu- pied by Carluccios. Headed by celebrated chef Asma Khan, the restaurant offers an all-day casual deli menu alongside a newly launched tasting menu. The dining offering on James Street contin- ues to evolve with the introduction of vegan cookie brand Floozie Cookie, from former Claridge’s Pastry Chef Kimberly Lin. The all-vegan restaurant, which opened in December, serves Lin’s signature “stuffed cookies” alongside plant based hot chocolates and milks. Bubblewrap has also opened joining the host of dining concepts across the estate providing casual treats for the consumer. Al fresco garden bar NaNas has signed a new long-term lease for a bar and restau- rant overlooking the Piazza and will provide an all-day food and drinks menu inspired by French-Lebanese heritage. The Gentlemen Baristas has signed a new flag- ship restaurant on Henrietta Street. These were both summer pop-ups which have converted into longer term opportunities. The latest introductions further enhance Covent Garden’s attractiveness as a dining destination. The Big Mamma Group is scheduled to open its new restaurant during the year on Henrietta Street. www.capitalandcounties.com 41 Strategic reportGovernanceFinancial statements OP ER ATING R E VI EW CO NT IN UE D OFFICE Covent Garden is a prime office location underpinned by the appeal of the overall estate and its excellent connectivity. There is a significant working population in the district which provides consumers for the hospitality and retail sectors. Covent Garden has a contemporary office portfolio ranging from warehouses to newly refurbished space, offering both multi-tenanted and single occupancy workspace. The portfolio contains a vari- ety of spaces, from boutique offices to 10,000 square foot open plans and attracts financial services, technology, creative industries and SMEs. Joining the existing line-up, global co-working space provider WeWork completed its fit out during 2020 and opened at 22 Long Acre. Office space represents 15 per cent of the port- folio by value. Occupants are attracted to the estate environment, which includes high quality retail and F&B options in the surrounding area as well as offering a secure environment. As a result of the pandemic, office utilisa- tion has been low in 2020 in line with other locations in central London. COVID-19 has accelerated existing trends of a grow- ing demand for ‘plug and play’ space on flexible lease terms in the London office market. Furthermore, remote working may change the way offices are used once the recovery begins, which may result in a change to space requirements. Capco Annual Report & Accounts 2020 King Street 42 RESIDENTIAL Covent Garden is established as a premium residential address. Residential space represents 10 per cent of the portfolio by value and comprises 213 units. Generally there is strong leasing demand for residen- tial accommodation across the estate with a high incidence of leases that renew at the end of the term, however this year there has been an increased level of vacancy across the portfolio with many overseas residents in particular not renewing tenancies. INVESTMENT ACTIVITY Capco continues its disciplined approach to capital allocation. In October 2020, Capco completed the sale of the Wellington block to The Portfolio Club for £76.5 million (before costs) which was in line with the property valuation as at 30 June 2020. The sale price represented a capital value per square foot of approximately £1,100 for an undeveloped site. The Portfolio Club, a joint venture between APG and London Central Portfolio, is a new lifestyle hospi- tality brand in prime central London loca- tions. The Wellington block is a freehold island site located on the south east corner of Covent Garden comprising six sepa- rate properties and has recently received planning consent to develop a 146-room hotel with retail and restaurant space. The innovative owner operators have plans to redevelop the Wellington block into a contemporary hotel which will further contribute to Covent Garden’s position as a world-class destination. Vacant possession of the property has been secured over the majority of the site and the ERV of the prop- erties as at 30 June 2020 was £4.2 million. Covent Garden residential www.capitalandcounties.com 43 Strategic reportGovernanceFinancial statements OP ER ATING R E VI EW CO NT IN UE D Capco has a strong balance sheet and access to significant liquidity to take advantage of market opportunities. Capco’s extensive knowledge of the district, close network of contacts and proven track record mean Capco is often the best positioned to acquire properties, frequently off-market. There are a number of properties on or around the estate being actively tracked for acquisition and repositioning opportu- nities. There are also active asset manage- ment and refurbishment initiatives across the estate. 3 Henrietta Street has been transformed into an F&B townhouse with terms agreed with The Gentlemen Baristas. Refurbishment of 29-30 Maiden Lane is complete with Big Mamma’s restaurant set to open later this year. CONSUMER ENGAGEMENT AND POSITIONING A WORLD-CLASS ESTATE Capco engages actively with its audiences through multi-channel marketing activ- ities such as events, brand partnerships and digital outreach. Covent Garden has a significant social media presence and is established as one of the most highly engaged retail destinations globally through Instagram, Facebook and Twitter. During 2020, Capco continued to engage directly with the consumer throughout lockdown periods with a digital outreach programme centred around ‘Covent Garden at Home’ content, bringing elements of the estate home to consumers via an enhanced website. Capco continues to implement its consumer focused marketing strategy and is collab- orating closely with occupiers and stake- holders to promote Covent Garden and the West End, encouraging a gradual recovery of trade and footfall over time. A number of initiatives were delivered to support the reopening of the estate in the summer including floating a rainbow above the Market Building, suspending ‘Thank You NHS’ flags on King Street and an art instal- lation by British graphic artist Anthony Burrill entitled ‘Love Hope & Joy’. ‘Love Hope & Joy’ an art installation by Anthony Burrill 44 Capco Annual Report & Accounts 2020 With many of the area’s restaurants open for take away, Covent Garden hosted an al fresco, socially distanced dining area on the Piazza providing the opportunity for visitors to dine outside in the heart of the West End. As part of the ongoing cultural programming for the estate, Capco part- nered with the Royal Opera House in September to offer a free open air cinema on the Piazza, providing a unique experi- ence for visitors to enjoy al fresco culture. A number of initiatives were delivered over the Christmas period providing an inviting festive setting for the consumer, including daily snowfall in front of the iconic 60 foot Christmas tree on the Piazza. Covent Garden hosted an immersive LEGO installation on the East Piazza as well as the estate’s first ever Mulled Wine Festival with 25 dining concepts participating. SUSTAINABILITY, ENVIRONMENT AND STAKEHOLDER ENGAGEMENT Capco has renewed its commitment to envi- ronmental, sustainability and community initiatives, launching a new ESC strategy, supported by a Board Committee. Capco aims to minimise the impact of our activ- ities on the environment and has commit- ted to achieve Net Zero Carbon by 2030. Capco works closely with stakeholders and collaborates on key estate initiatives, including public realm, to further enhance the customer experience and accessibil- ity of the estate. It seeks to minimise the impact of operations on the environment by employing an active approach to air quality, congestion, environmental and sustainability issues, and implementing initiatives that improve the quality of the environment for all, such as pedestrianisa- tion and increasing greenery. One of Covent Garden’s key differentia- tors is its largely pedestrianised nature. For a period during 2020, in partnership with Westminster City Council, Capco made enhancements to the public realm by introducing additional pedestrianised streets in the Covent Garden area to allow for greater freedom of movement and use of outdoor space. Newly pedestrianised streets included Henrietta Street, Floral Street, Maiden Lane and Tavistock Street alongside extended car-free hours for the Piazza and King Street. Further to this, there were additional outdoor seating areas across these streets for our restau- rants, providing over 500 incremental outdoor covers across over 20 al fresco dining spots. Covent Garden Cool Down ‘ice cream festival’ 60 ft Christmas tree Rainbow Installation Covent Garden Instagram Snowfall on the Piazza Cinema on the Piazza www.capitalandcounties.com 45 Strategic reportGovernanceFinancial statements OP ER ATING R E VI EW CO NT IN UE D Capco has been working closely with local communities and continues to provide assistance to charity partners in the West End. Capco is one of the found- ing sponsors of the Covent Garden food bank. Financial aid has been provided to COVID-19 funds supporting homelessness, food banks and the elderly, as well as hospitality and retail foundations. During November 2020, in partnership with charity Only A Pavement Away which works alongside Crisis, Capco ran a charity auction with prizes from shops and restau- rants from across the Covent Garden estate including a one-to-one cooking masterclass with Darjeeling Express’ Asma Khan, and exclusive dining experiences at Red Farm, Din Tai Fung and The Gentlemen Baristas. All proceeds were donated to the charity to help purchase and distribute over 2,000 thermal refillable flasks for those most in need during the festive season. FUTURE PRIORITIES Capco will continue to take a proactive approach to creative asset management and investment across the estate to protect long-term value and take advantage of market opportunities. Capco’s immedi- ate priority is focused on supporting our customers to reopen successfully. There are challenges in the near-term with oper- ating conditions for our customers remain- ing difficult, which is anticipated to lead to enhanced levels of vacancy. However Capco’s decisive actions taken in 2020 posi- tion the estate to benefit from a recovery and to prosper over time. Further to this, Capco will continue to invest in the estate and expand its ownership through acquisitions. Capco is committed to consumer engage- ment, aiming to continue enhancing the customer environment and develop an extensive ESC agenda. Further to our Net Zero Carbon 2030 commitment, a detailed pathway will be published during the course of 2021. We will continue to focus on our commitments to air quality, greening and waste management, alongside charita- ble support and community engagement as a responsible owner. Digme x Covent Garden 46 Capco Annual Report & Accounts 2020 OTHER INVESTMENTS KEY Capco Ownership Shaftesbury Ownership The landowners’ map is indicative Capco holds a 25.2 per cent interest in Shaftesbury PLC OWNERSHIP OF 25.2% SHAFTESBURY PLC SHARES In May 2020, Capco agreed to acquire a significant shareholding in Shaftesbury across two tranches for total consideration of £436 million, at a price of 540 pence per Shaftesbury share. The investment comprised the acquisition of 64.4 million shares for £347.7 million in cash, repre- senting 20.94 per cent of Shaftesbury’s shares, which completed on 3 June 2020 (the “First Tranche”) and the acquisition of a subsequent tranche of approximately 16.3 million shares for £88.2 million in cash, representing 5.31 per cent of Shaftesbury’s shares (the “Second Tranche”). Capco published a shareholder circular on 21 July 2020 in respect of the acquisition of the Second Tranche, which, when aggre- gated with the First Tranche, constituted a Class 1 transaction for the purposes of the Listing Rules and was therefore condi- tional on approval by shareholders at the General Meeting. Shareholder approval was granted on 10 August 2020. In October 2020, Shaftesbury announced its intention to raise up to £307 million of gross proceeds through a firm placing, placing and open offer and an offer for subscription (the “Capital Raising”). Capco committed to subscribe for £65 million of new Shaftesbury shares at the placing price of 400 pence, resulting in a shareholding in Shaftesbury following completion of the Capital Raising of 25.2 per cent (96.97 million shares). Capco’s weighted average entry price (before associated costs) for its investment in Shaftesbury is 517 pence per share at a cost of £501 million. The Shaftesbury investment is a unique opportunity to acquire a significant stake in an exceptional mixed-use real estate portfolio of approximately 600 build- ings, adjacent to Capco’s world-class Covent Garden estate. Shaftesbury PLC is a real estate investment trust which invests exclusively in London’s West End. It repre- sents a compelling investment and entry price with an implied value of approxi- mately £1,200 per square foot, which the Directors believe will generate long-term value for Capco shareholders. The invest- ment is consistent with Capco’s strategy to invest in complementary opportunities on or near the Covent Garden estate. EARLS COURT DEFERRED PROCEEDS £195 million of deferred consideration from the Earls Court sale was received in 2020 with the balance of £15 million due in November 2021. Proceeds have been used to reduce borrowings under the Covent Garden revolving credit facility. LILLIE SQUARE Capco owns 50 per cent of the Lillie Square joint venture, a one million square foot (GEA) residential development located in West London. The development can deliver a total of over 600 private homes plus 200 affordable homes across three phases. The property valuation as at 31 December 2020 was £115 million (Capco share), a 9 per cent decline (like-for-like) against the 31 December 2019 valuation of £177 million. In addition, Capco owns £2 million of other related assets adjacent to the Lillie Square estate. Net debt was £1.8 million (£0.9 million Capco share) at 31 December 2020. Development of Lillie Square is well-pro- gressed. Handover of 227 Phase 1 units is complete, with a small number of units available. The completion of Phase 2 continues with 94 units handed over, representing £116 million of net proceeds (£58 million Capco share). Six contracts, representing approximately £8 million in value, have been rescinded resulting in non-completion of pre-sold units. 92 units remain in Phase 2, of which 60 have been pre-sold; should they all complete this will generate approximately £70 million of further proceeds (£35 million Capco share). This includes the previously announced bulk sale of 49 units and 31 car parking spaces representing £66 million (£33 million Capco share). www.capitalandcounties.com 47 CARNABYSOHOCHINATOWNCOLISEUMSEVENDIALSFITZROVIAOPERAQUARTERST MARTIN’S COURTYARDMAYFAIRSOHOMARYLEBONEFITZROVIAHOLBORNSOUTHBANK Strategic reportGovernanceFinancial statements FIN AN C IAL R EV IEW STRONG FINANCIAL POSITION Near-term performance has been impacted significantly by the pandemic, however the Company’s financial resilience and flexibility position it strongly for recovery and long-term value creation. SITUL JOBANPUTRA, CHIEF FINANCIAL OFFICER 2020 FINANCIAL RESULTS Net rental income £16m Loss for the year from continuing operations Underlying net rental income Underlying earnings Total property value Net assets -£704m £44m1 -£6m1 £1.9bn1 £1.8bn1 EPRA NTA per share 212p Net debt to gross assets Cash and undrawn facilities Total return Total shareholder return 1. Group share. 28%1 £1,010m1 -27.2% -44.3% The COVID-19 pandemic has had a mate- rial impact on the financial results of the Group in the year, as demonstrated by the 27.3 per cent like-for-like decline in the independent property valuation of the Covent Garden portfolio and a 74.2 per cent reduction in the Group’s net rental income (30.3 per cent on an underlying basis), primarily due to additional impair- ment charges in the year. Levels of cash collection have reduced significantly with rent collection for the year significantly lower than normal levels with 62 per cent collected for the year. Collection for the first quarter of 2021 stands at 47 per cent compared with 98 per cent for the first quarter of 2020. Overall EPRA NTA (net tangible assets) per share decreased by 27.6 per cent during the year, from 292.9 pence at 31 December 2019 to 212.1 pence. Combined with the 1.0 pence per share dividend paid to shareholders during the year, the total return for the year is -27.2 per cent. Total shareholder return for the year, reflecting the movement in the share price from 262 pence to 145 pence, together with the value of dividends, was -44.3 per cent. The underlying loss from continuing activities was £6.2 million compared with underlying earnings of £9.5 million for 2019, driven primarily by the reduction in net rental income. RENTAL INCOME In view of disruption to business and consumer activity, bespoke support has been provided to customers on a case-by- case basis, which includes rent deferrals, rent-free periods and other arrangements reflecting the position of each customer. For many retail and food & beverage customers, rental agreements have been linked to turn- over for the second half of 2020 in exchange for other provisions such as insertion of landlords flexibility, lease extensions and enhanced sharing of data. The accounting treatment for customer support, which results in divergence between net rental income on a reported and cash flow basis, can be summarised as follows: ◦ In relation to rent deferrals, the rental income is recognised as normal with the deferred rent receivable balance remaining in trade receivables until settled. The balance is assessed for impairment at each balance sheet reporting date. ◦ Rent-free periods provided during a lease term are generally considered to constitute a lease modification under IFRS 16 with the rental income recalculated based on the revised consideration over the remaining lease term, in line with current accounting practice for tenant lease incentives. The 48 Capco Annual Report & Accounts 2020 balance will be assessed for impairment at each reporting date. On entering into a lease modification any initial direct costs associated with the lease, including surrender premia previously paid to outgoing customers, are derecognised and charged against income. ◦ Turnover-linked rents are recorded in the period in which they are earned. Gross rental income decreased by £2.6 million to £75.8 million, a 3.3 per cent reduction compared with 2019. Net rental income has reduced by £45.4 million compared with 2019, driven largely by: ◦ £16.7 million of derecognition of initial direct costs associated with entering into lease modifications; ◦ £11.1 million impairment of tenant lease incentives; ◦ £14.0 million of bad debt expense. This represents an increase in bad debt expense of £12.4 million from 2019. The lease modification costs and impair- ment of tenant lease incentives of £27.8 million are excluded from underlying net rental income as they are at levels not experienced in the past nor expected to be incurred once tenant support measures required as a result of COVID-19 conclude. On an underlying basis, net rental income has reduced by £17.6 million to £43.6 million, driven predominantly by the increase in bad debt expense. BALANCE SHEET The property valuation of the Covent Garden estate has decreased by 27.3 per cent (like-for-like) to £1,825 million as a result of a 22.2 per cent decline in ERV to £80.8 million, expansion in the equiv- alent yield of 28 basis points to 3.91 per cent and other movements including the valuer’s assumption on loss of near-term income over the next six to 12 months of £27 million. Despite the impact of COVID-19, the Group is well-positioned with a clear focus to grow its property investment business centred around the West End, supported by a strong financial position. With net debt to gross assets of 28 per cent and access to substantial cash and undrawn facilities, currently £1 billion, the Group has the ability to withstand market volatil- ity, capitalise on investment opportunities and deliver long-term value creation. The Company’s strong financial posi- tion enabled it to complete the acquisi- tion of a significant stake in Shaftesbury PLC (“Shaftesbury”) during the year. The initial acquisition was completed over two tranches in June and August 2020 for £436 million. A further £65 million was invested through participation in a capital raising by Shaftesbury which completed in November 2020. As a result of these trans- actions, the Company has a shareholding of 25.2 per cent in Shaftesbury represented by 96,971,003 shares at a weighted in-price (before costs) of 517 pence per share. During the year, £400 million of capital was raised through the issuance of exchangea- ble bonds and a secured loan, both having reference to the investment in Shaftesbury. The £275 million of exchangeable bonds, exchangeable for shares of Shaftesbury or cash at the Company’s election, carry a cash coupon of two per cent per annum and are redeemable at par in March 2026. The exchangeable bonds benefit from a pledge over approximately 10.0 per cent of shares in Shaftesbury. The £125 million secured loan has a maturity of three years, is secured against shares in Shaftesbury and is at an interest rate broadly in line with the Group’s weighted average cost of debt. In March 2020, £90 million of deferred consideration was received in relation to the sale of Earls Court and an additional £105 million was received in November 2020. A final payment of £15 million from the sale is due in November 2021. Proceeds from the financing activities and disposals, including the sale of the Wellington block for £76.5 million, were used to reduce the amount of drawn borrowings under the Covent Garden revolving credit facility. Phase 2 of Lillie Square completed with 94 units handed over during the year, gener- ating net proceeds of £58 million (Capco share). 92 units remain in Phase 2, of which 60 have been pre-sold; should they all complete this will generate approxi- mately £70 million of further proceeds (£35 million Capco share). This includes the bulk sale of 49 units representing £66 million (£33 million Capco share). Six contracts, representing approximately £8 million in value, have been rescinded resulting in non-completion of pre-sold units. The joint venture had net debt of £1.8 million as at year end (Capco share: £0.9 million). BASIS OF PREPARATION As required by IFRS 11 ‘Joint Arrangements’, the Group presents its joint ventures under the equity method in the consolidated financial statements. The Group’s interest in joint ventures is disclosed as a single line item in both the consolidated balance sheet and consolidated income statement rather than proportionally consolidating the Group’s share of assets, liabilities, income and expenses on a line by line basis. The Group uses Alternative Performance Measures (“APMs”), financial measures which are not specified under IFRS, to monitor the performance of the business. These include a number of the financial highlights shown on page 3. Many of the APMs included are based on the EPRA Best Practice Recommendations report- ing framework, which aims to improve the transparency, comparability and relevance of published results of public real estate companies in Europe. With effect from 1 January 2020, EPRA net asset value (“EPRA NAV”) and EPRA triple net asset value (“EPRA NNNAV”) have been replaced by three new net asset valuation metrics, being EPRA Net Reinstatement Value (“EPRA NRV”), EPRA Net Tangible Assets (“EPRA NTA”) and EPRA Net Disposal Value (“EPRA NDV”). EPRA NTA is considered to be the most relevant measure for the Group’s operating activity and is the primary measure of net asset value, replacing the metric EPRA NAV previously reported. These measures have been adopted with the comparator year shown in EPRA measures within Other Information on page 176. One of the key performance measures the Group uses is underlying earnings. The Group considers the presentation of underlying earnings to be useful supplementary information as it removes unrealised and certain other items and therefore better represents the recurring, underlying performance of the business. Items that are excluded are net valuation gains or losses (including profits or losses on disposals), fair value changes, impair- ment charges, net refinancing charges, costs of termination of derivative financial instruments and other non-recurring costs and income. Given the scale of the rental support provided to tenants during the course of the year, the non-cash lease modi- fication costs and impairment of incentives totalling £27.8 million are highly material and at levels not experienced in the past www.capitalandcounties.com 49 Strategic reportGovernanceFinancial statements FINANCIAL RE V IEW C O NTI NU E D value attributable to the Company’s share- holders. In order to align with the way the Group is managed, this financial review presents the financial position, perfor- mance and cash flow analysis on a Group share basis. DISCONTINUED OPERATION On 29 November 2019, the Group completed the sale of its interests in Earls Court, excluding Lillie Square, to APG and Delancey (on behalf of its client fund) for £425 million. As Earls Court Properties represented a major line of business, its results and cash flows have been reported in the comparator period 1 January 2019 to 29 November 2019 as having arisen from a discontinued operation. Further infor- mation on the disposal of the Earls Court Properties business is set out in note 11 ‘Discontinued Operation’. FINANCIAL PERFORMANCE The Group presents underlying earnings and underlying earnings per share on a Group share basis. The Group considers this presentation to provide useful infor- mation as it removes unrealised and certain other items and therefore better represents the recurring, underlying performance of the business. nor expected to be incurred once tenant support measures required as a result of COVID-19 conclude. Accordingly, they have been excluded from underlying earn- ings. Underlying earnings is reported on a Group share basis. A summary of EPRA performance meas- ures and key Group measures included within these financial statements is shown in EPRA measures within Other Information. Internally the Board focuses on and reviews information and reports prepared on a Group share basis, which includes the Group’s share of joint ventures, as this represents the economic SUMMARY INCOME STATEMENT Continuing operations Net rental income2 Loss on revaluation and sale of investment and development property (693.3) Change in fair value of listed equity investment Administration expenses3 Net finance costs Taxation Other4 Loss for the year attributable to owners of the Parent from continuing operations Adjustments5: Net rental income – non-underlying Loss on revaluation and sale of investment and development property Change in fair value of listed equity investment Administration expenses – non-underlying Other Taxation on non-underlying items Underlying (loss)/earnings from continuing operations Underlying loss from discontinued operations Underlying (loss)/earnings Underlying (loss)/earnings per share (pence): From continuing operations From discontinued operation Underlying (loss)/earnings per share (pence) Weighted average number of shares 2020 Joint ventures1 £m 0.1 0.2 – 0.5 0.2 – Group share £m 15.8 50.9 (31.5) (23.8) 1.0 1.1 2019 IFRS £m Group share £m Joint ventures1 £m IFRS £m 15.9 61.2 (0.1) 61.1 (693.1) (43.3) 50.9 (31.0) (23.6) 1.0 – (42.6) (20.9) (1.0) – – (43.3) – (0.8) (43.4) 0.2 – 3.3 (20.7) (1.0) (15.0) (24.9) (23.8) (18.3) (679.8) (23.9) (703.7) (64.9) 2.6 (62.3) 27.8 693.1 (50.9) 6.5 22.5 (1.5) (6.2) – (6.2) (0.7) – (0.7) – 43.3 – 9.7 16.6 2.2 9.5 (0.5) 9.0 1.1 (0.1) 1.0 852.0m 855.5m 1. Lillie Square and Innova Investment. 2. Net rental income includes £27.8 million (2019: nil) of non-underlying costs in relation to lease modification and impairment of tenant incentives. Underlying net rental income, excluding these items, is £43.6 million (2019: £61.2 million). 3. Administration expenses includes £6.5 million (2019: £9.7 million) of non-underlying transaction related costs primarily related to the Shaftesbury investment which are non-recurring in nature. 2019 relate primarily to the proposed demerger. 4. Includes other costs/income, impairment of other receivables and other finance income. 5. Further details regarding the EPRA and Company specific adjustments are disclosed within note 13 ‘Earnings Per Share and Net Assets Per Share’. 50 Capco Annual Report & Accounts 2020 NET RENTAL INCOME Rental income 75.8 (1.9) 73.9 78.4 (0.8) 77.6 2020 Joint ventures £m Group share £m IFRS £m Group share £m 2019 Joint ventures £m IFRS £m Property and service charge expenses Bad debt expenses Underlying net rental income Impairment of tenant lease incentives Lease modification expenses Net rental income Overall rental income has reduced by £2.6 million, a 3.3 per cent reduction, to £75.8 million from £78.4 million. During the year a small number of tenants have entered administration representing £4.0 million of passing rent. In addition, due to market conditions there was a £1.0 million reduction in marketing and non lease income. Rental income includes £9.7 million (net) of non-cash tenant lease incentives reflecting the tenant support provided in the year. Property expenses have increased by £2.6 million reflecting increased void costs across Covent Garden and Lillie Square as well as £1.2 million of additional costs which have been incurred in the year for increased security, cleaning and protective equipment for the Covent Garden estate. Net rental income has been impacted significantly in the year due to the disrup- tion caused by COVID-19. Overall reported net rental income has reduced by £45.4 million from £61.2 million to £15.8 million. (18.2) (14.0) 43.6 (11.1) (16.7) 15.8 2.0 (16.2) (15.6) 0.7 (14.9) – 0.1 – – (14.0) 43.7 (1.6) 61.2 – (0.1) (1.6) 61.1 (11.1) (16.7) – – – – – – 0.1 15.9 61.2 (0.1) 61.1 Included in the 2020 net rental income is £16.7 million of lease modification expenses reflecting the derecognition of initial direct costs associated with entering into lease modifications with tenants. Due to the impact of COVID-19 on our custom- ers, with increased failures and challeng- ing market conditions, an assessment of the tenant lease incentives held on balance sheet has resulted in a £11.1 million impair- ment being recorded in 2020. Both of these items represent significant non-cash items for the year. Further impairment analysis has been undertaken on the recoverability of rent receivables representing outstanding rent, service charge, deferrals and other lease charges. As at 31 December 2020 the rent receivable balance was £34.7 million. Based on this assessment, the balance sheet position has been impaired by £12.4 million reflecting 36 per cent of the gross balance (43 per cent net) being provided against with the majority of this relating to the retail and F&B sector. Additional cash collateral and guarantors are held and if included in the assessment, 73 per cent of the net balance has been covered against. Including bad debt write-offs in the year the total charge to net rental income is £14.0 million. Within this charge is £4.3 million representing provisions made against £10.6 million of the total rent receivable balance related to quar- terly rent due on 25 December 2020 which reflects income for the period 25 December 2020 to 24 March 2021. The majority of this income has not been recognised in rental income but is held on balance sheet as rent in advance within current liabilities. However, a provision for the expected credit loss is required to be recorded in net rental income and therefore creates a mismatch in the period between recog- nised rental income and impairment of the rent receivable. LOSS ON REVALUATION AND SALE OF INVESTMENT AND DEVELOPMENT PROPERTY The loss on revaluation and sale of the Group’s investment and development property was £693.3 million. The loss is predominantly as a result of a 22.2 per cent (like-for-like) decline in ERV, an outward yield movement of 28 basis points result- ing in an equivalent yield of 3.91 per cent, and other movements including the valuer’s assumption on loss of near-term income over the next six to 12 months of £27 million. www.capitalandcounties.com 51 Strategic reportGovernanceFinancial statements FINANCIAL RE V IEW C O NTI NU E D ADMINISTRATION EXPENSES Depreciation Administration expenses Underlying administration expenses Transaction-related costs Administration expenses Administration expenses have decreased by £11.1 million from £42.6 million to £31.5 million. Underlying administration costs, excluding the impact of £6.5 million of transaction-related costs incurred in the year, were £25.0 million representing a like- for-like reduction of £7.9 million. In the prior period, £9.7 million of costs associated with the potential demerger were incurred. The Group is targeting underlying admin- istration costs of no more than £20 million for the 2021 financial year, and notwith- standing disruption to business activity caused by COVID-19 and certain upward cost pressures, progress towards this has been made through 2020. This includes consolidation of the Company’s operations to one office location within the Covent Garden estate. NET FINANCE COSTS Net finance costs increased by £2.9 million to £23.8 million, due to additional interest expense following a drawdown of £450 million under the revolving credit facility in May 2020. Interest costs have been offset in part by additional interest income due to higher levels of cash being held on deposit. TAXATION The Group’s tax policy, which has been approved by the Board and has been disclosed to HM Revenue & Customs (“HMRC”), is aligned with the business strategy. The Group seeks to protect share- holder value by structuring operations in a tax efficient manner, with external advice as appropriate, which complies with all relevant tax law and regulations and does not adversely impact our reputation as a responsible taxpayer. As a Group, we are committed to acting in an open and trans- parent manner. 2020 Joint ventures £m – (0.5) (0.5) – (0.5) Group share £m 1.5 23.5 25.0 6.5 31.5 IFRS £m Group share £m 1.5 23.0 24.5 6.5 31.0 1.3 31.6 32.9 9.7 42.6 2019 Joint ventures £m – 0.8 0.8 – 0.8 IFRS £m 1.3 32.4 33.7 9.7 43.4 Consistent with the Group’s policy of complying with relevant tax obligations and its goal in respect of its stakehold- ers, the Group maintains a constructive and open working relationship with HMRC which regularly includes obtain- ing advance clearance on key transactions where the tax treatment may be uncertain. The Group maintains a low risk rating from HMRC. As a UK REIT, the Group is exempt from UK corporation tax on income and gains from qualifying activities. As a minimum, 90 per cent of the income arising from qual- ifying activities is required to be distributed as a Property Income Distribution (“PID”) to the shareholders of the Group. Non-REIT activities, such as disposals of trading prop- erty, are subject to UK corporation tax in the normal way. A tax charge can arise for the Group at 19 per cent if the minimum PID requirement is not met within 12 months of the end of the period. The Group did not pay a PID in 2020 in relation to income arising on qualifying activities during its first REIT period from 9 December 2019 to 31 December 2019, for which a £0.1 million tax charge arose. The UK REIT provisions also require a group to satisfy certain tests to maintain its REIT status. The Group satisfied all REIT requirements needed to maintain REIT status throughout 2020. The UK REIT provisions can impose a UK tax charge on the Group if certain interest cover tests are not met. HMRC has indicated that it is not within the intention of the REIT regime to issue a tax charge in relation to these inter- est cover tests, where it can be established that COVID-19 is the reason for a breach. As this was the case for the period to 31 December 2020 the Group does not antici- pate a tax charge arising. The tax credit of £1.0 million in the income statement comprises current tax credit of £0.8 million in relation to prior periods and deferred tax credit of £0.2 million in rela- tion to share-based payments and deriva- tive financial instruments. The main rate of corporation tax remained unchanged at 19 per cent throughout the year. A disposal of the Group’s trading proper- ties at their market value, before the utili- sation of carried forward available losses, would result in a UK corporation tax charge to the Group of £0.4 million (19 per cent of £2.2 million). Whilst the Group is a REIT, it is subject to a number of taxes and certain sector specific charges in the same way as non-REIT companies. The Group is committed to paying its fair share of tax including liabil- ities arising from stamp duty land tax, employment taxes, irrecoverable VAT, and corporation tax on non-REIT income. The provisions of IAS 12 provide for the recognition of a deferred tax asset where it is probable there will be future taxable profit against which a deductible tempo- rary difference can be utilised. As a result of the application of this provision, the Group has not recognised the deferred tax asset on certain losses carried forward. DIVIDENDS Given current market conditions and the significant uncertainties due to COVID- 19, the Board has taken the decision to not declare a year end dividend. The Company will recommence dividend payments as soon as it is considered appropriate. 52 Capco Annual Report & Accounts 2020 EPRA NET TANGIBLE ASSETS PER SHARE -27.6% TO 212.1 PENCE 292.9p 300 250 200 150 100 50 0 79.3p 1.3p 4.1p 0.7p 1.0p 0.4p 6.0p 212.1p December 2019 Covent Garden revaluation Lillie Square revaluation Equity investment fair value movement Non-underlying costs Underlying profit Dividend Other December 2020 FINANCIAL POSITION At 31 December 2020 the Group’s EPRA NTA was £1.8 billion (31 December 2019: £2.5 billion) representing 212.1 pence per share (31 December 2019: 292.9 pence). SUMMARY ADJUSTED BALANCE SHEET 2020 2019 Group share £m Joint ventures1 £m IFRS £m Group share £m Joint ventures1 £m IFRS £m Investment, development and trading property 1,908.8 (113.0) 1,795.8 2,706.8 (161.3) 2,545.5 Financial assets at fair value through profit and loss Net debt Other assets and liabilities2 551.8 (710.4) – 551.8 – – – (5.1) (715.5) (411.8) 38.0 (403.8) 42.9 84.7 127.6 222.1 113.7 335.8 Net assets attributable to owners of the Parent 1,793.1 (33.4) 1,759.7 2,487.1 (9.6) 2,477.5 Adjustments: Fair value of derivative financial instruments Fair value adjustment of financial instrument – exchangeable bond option Unrecognised surplus on trading property Revaluation of other non-current assets Deferred tax adjustments EPRA net tangible assets EPRA net tangible assets per share (pence)3 7.2 5.5 2.2 33.4 (2.2) 1,805.8 212.1 3.6 – 15.9 9.6 (0.8) 2,505.8 292.9 1. Primarily Lillie Square. 2. IFRS includes amounts receivable from joint ventures which eliminate on a Group share basis. 3. Adjusted, diluted number of shares in issue at 31 December 2020 was 851.5 million (2019: 855.5 million). www.capitalandcounties.com 53 Strategic reportGovernanceFinancial statements FINANCIAL RE V IEW C O NTI NU E D INVESTMENT, DEVELOPMENT AND TRADING PROPERTY The Group share of investment, develop- ment and trading property carrying value has decreased from £2,706.8 million at 31 December 2019 to £1,908.8 million. This movement primarily comprises capital expenditure and acquisitions of £27.3 million, offset by disposals of £131.5 million at Lillie Square and the Wellington block at Covent Garden, a revaluation loss of £692.4 million and write-down of trading property of £1.4 million. Capital expenditure of £19.1 million at Covent Garden relates to a number of smaller projects and the Lillie Square spend of £7.1 million was in relation to final construc- tion and fit-out of Phase 2 of the develop- ment which completed during the first half of 2020. The IFRS loss on revaluation of investment and development property was £692.2 million which relates predominantly to the Covent Garden portfolio. The port- folio valuation reduced by 27.3 per cent like-for-like with substantially all of this movement relating to the retail, leisure and F&B portfolio which represents 75 per cent of total property value. The main drivers for the valuation loss were a 22.2 per cent (like-for-like) decline in ERV to £80.8 million, expansion in the equivalent yield of 28 basis points to 3.91 per cent and other movements including the valuer’s assumption on loss of income over the next six to 12 months of £27 million. The unrecognised surplus on trading property declined by £13.7 million, and together with the revaluation on invest- ment and development property the total revaluation loss was £686.7 million, representing a 26.4 per cent decrease in value, which compares to the MSCI Capital Return for the equivalent period of a 6.3 per cent loss. Total property return for the year was -24.4 per cent. The MSCI Total Return Index recorded a 1.0 per cent loss for the corre- sponding period. Trading property is carried on the consol- idated balance sheet at the lower of cost and net realisable value, therefore valu- ation surpluses on trading property are not recorded. Any unrecognised surplus is however reflected within the EPRA net tangible assets measure. At 31 December 2020, the unrecognised surplus on trading property was £2.2 million (31 December 2019: £15.9 million) which arises solely on the Group’s share of trading property at Lillie Square. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS During the year the Group acquired 97.0 million shares representing a 25.2 per cent shareholding in Shaftesbury PLC (“the Investment”). The acquisition of 80.7 million shares took place in June and August 2020 for £435.9 million reflecting an acquisition share price of 540 pence per share. An additional 16.3 million shares were acquired for £65.0 million through participation in the capital raising of Shaftesbury at a price of 400 pence per share. The acquisition and further invest- ment were funded from cash resources and drawdown of committed facilities. The gain in fair value of listed equity invest- ment of £50.9 million reflects the differ- ence in the blended investment price of 517 pence per share and the share price at the reporting date of 569 pence per share (which represents a discount of 15 per cent to the pro forma NTA per share of Shaftesbury at its year end of 30 September 2020 of 672 pence per share). DEBT AND GEARING The Group maintains a strong financial position with significant resilience and flexibility, targeting diversified sources of funding, an appropriate level of leverage, headroom against debt covenants, access to substantial liquidity, limited capital commitments, a balanced debt maturity profile and hedging against movements in interest rates. The Group’s cash and undrawn commit- ted facilities at 31 December 2020 were £1,010.2 million (31 December 2019: £895.2 million). A reconciliation between IFRS and Group share is shown below: Cash and cash equivalents Undrawn committed facilities Cash and undrawn committed facilities 1. Primarily Lillie Square. 2020 Joint ventures1 £m (10.7) (59.4) (70.1) Group share £m 375.8 634.4 1,010.2 IFRS £m Group share £m 365.1 575.0 940.1 170.6 724.6 895.2 2019 Joint ventures1 £m (17.5) (9.6) (27.1) IFRS £m 153.1 715.0 868.1 54 Capco Annual Report & Accounts 2020 Net debt increased by £268.6 million to £710.4 million in the year, principally as a result of a total investment in shares of Shaftesbury of £501 million offset in part by receipts from sales. Disposal proceeds included the receipt of £194.7 million of deferred consideration on the Earls Court sale, £76.5 million on sale of the Wellington block and £58 million of completed sales from the handover of 94 units at Lillie Square. During the year, £400 million of financ- ing activity related to the investment in Shaftesbury was completed through an exchangeable bond issue and a secured loan. During November 2020, £275 million of exchangeable bonds were issued at a coupon of two per cent per annum redeem- able at par in March 2026. The proceeds were used to reduce borrowings under the Covent Garden revolving credit facility. In December 2020, a three-year secured loan of £125 million was completed with the proceeds being reflected within the Group cash balance at year end. Subsequent to this, the proceeds have been used in part to further reduce borrowings under the Covent Garden revolving credit facility. The gearing measure most widely used in the industry is loan to value (“LTV”), however in order to address the fact that LTV does not take into account the value of the shareholding in Shaftesbury, the Group focusses on net debt to gross assets which stood at 27.5 per cent at 31 December 2020. This is comfortably within the Group’s limit of no more than 40 per cent. Net debt to gross assets Loan to value – Covent Garden debt covenant Interest cover – Group Interest cover – Covent Garden debt covenant Weighted average debt maturity – drawn and undrawn facilities Weighted average debt maturity – drawn facilities Weighted average cost of debt Gross debt with interest rate protection 2020 2019 27.5% 19.3% 14.7% 21.3% 76.1% 130.8% 53.8% 292.7% 4.1 years 4.9 years 5.4 years 7.3 years 2.6% 100% 3.0% 100% The Group’s policy is to eliminate substan- tially the medium and long-term risk arising from interest rate volatility. The Group’s banking facilities are arranged on a floating rate basis but are generally swapped to fixed rate or capped using derivative contracts. At 31 December 2020 the propor- tion of gross debt with interest rate protec- tion was 100 per cent (31 December 2019: 100 per cent). £565 million of the revolving credit facility was undrawn at year end and subsequent to year end increased to £675 million undrawn due to a reduction in the outstanding balance with proceeds received from the secured loan. The principal financial covenants within the Covent Garden debt are to maintain a loan to value ratio of not more than 60 per cent and an interest cover ratio of at least 120 per cent. Based on the current loan to value position under the Covent Garden debt, there is substantial headroom with the ability for property valuations to fall by a further 68 per cent. Due to the impact on reported net rental income of COVID- 19, the interest cover covenant has not been met for the year ended 31 December 2020. A waiver had previously been agreed with the Covent Garden lenders in relation to this period and in view of the anticipated ongoing impact of the pandemic on 2021 net rental income, the waivers have been extended to also cover the six month period ending 30 June 2021 and the year ending 31 December 2021. At 31 December 2020 the Group had capi- tal commitments of £2.2 million (£13.6 million at 31 December 2019), comprising £0.8 million for Covent Garden and £1.4 million for Lillie Square. The net debt of the Lillie Square joint venture at 31 December 2020 was £0.9 million (Capco 50 per cent share) and it is currently anticipated that the bank facility will be repaid in advance of its maturity in May 2021 or that the facility will be extended. Capital commitments 1. Primarily Lillie Square. www.capitalandcounties.com 2020 Group share £m Joint ventures1 £m 2.2 (1.4) 2019 Joint ventures1 £m (6.6) Group share £m 13.6 IFRS £m 0.8 IFRS £m 7.0 55 Strategic reportGovernanceFinancial statements FINANCIAL RE V IEW C O NTI NU E D CASH FLOW A summary of the Group’s cash flow for the year ended 31 December 2020 is presented below: SUMMARY CASH FLOW 2020 Group share £m Joint ventures1 £m Operating cash flows after interest and tax from continuing activities Purchase and development of property, plant and equipment Transactions with joint venture partners Net sales proceeds from discontinued operations Net sales proceeds from property and investments Equity investment acquisition Net cash flow before financing Financing Share buyback Dividends paid Other (51.7) (31.0) 1.6 194.1 134.5 (500.9) (253.4) 488.8 (11.8) (4.6) (6.3) 2019 Group share £m Joint ventures1 £m IFRS £m (54.8) (23.9) 3.2 194.1 77.0 (3.1) 7.1 1.6 – (57.5) (1.4) (126.5) (0.8) 156.6 (0.1) 84.3 – (500.9) (51.9) (305.3) 112.1 51.2 540.0 – – – (11.8) (4.6) (6.3) 0.5 25.5 (9.5) (1.8) IFRS £m (6.8) (94.4) (1.5) 156.6 (0.1) 79.6 133.4 0.5 – (9.5) (1.8) (5.4) 32.1 (0.7) – – (4.7) 21.3 – (25.5) – – Net cash flow from continuing activities2 212.7 (0.7) 212.0 126.8 (4.2) 122.6 Net cash flow from discontinued operation – – – (2.0) – (2.0) Net cash flow 212.7 (0.7) 212.0 124.8 (4.2) 120.6 1. Primarily Lillie Square. 2. Net cash flow is based on unrestricted cash and cash equivalents and therefore does not include the movement in Lillie Square deposits on a Group share basis of £7.5 million (2019: £4.1 million). CASH AND UNDRAWN FACILITIES Pence £m 1,200 1,000 895.2 488.8 1,010.2 634.4 375.8 800 600 400 200 0 56 724.6 134.5 194.1 500.9 31.0 16.4 12.2 170.6 December 2019 51.7 Operational Net proceeds from the sale of Earls Court Properties Sale proceeds of property and investments Net borrowings drawn Acquisition of equity investment Purchase and development of property Share buyback and dividend Other December 2020 Capco Annual Report & Accounts 2020 Operating cash outflows of £51.7 million are as a result of net working capital requirements impacted in particular by the reduced cash rental collections in the period leading to increased rent receivable balance, the payment of administration, interest and transaction related costs as well as a reduction in payables due to the payment of transaction-related costs for the sale of Earls Court accrued as at the prior year end. The Company is currently assessing whether it may be entitled to claim for loss of income from business interruption insurance up to a maximum amount of £10 million. During the year, £19.1 million was invested at Covent Garden for capital expenditure on a number of small projects. At Lillie Square, £7.1 million was incurred in relation to the construction and fit-out of Phase 2. The handover of 94 units of Phase 2 at Lillie Square generated £57.5 million (Group share) of net sales proceeds from prop- erty. Funds were used partly to repay £51.2 million (Group share) of the Lillie Square debt. At Covent Garden the Wellington block disposal generated gross proceeds of £76.5 million. £194.7 million of deferred consideration from the Earls Court sale was received in March and November 2020. The payment of £89.7 million in March was received on an accelerated basis based on certain contractual triggers being satisfied. A working capital adjustment of £0.6 million was refunded to the purchaser. £500.9 million cash outflow was incurred on the investment in a 25.2 per cent share- holding in Shaftesbury. This was funded from cash resources and drawdown of the Covent Garden revolving credit facility. An additional £400 million of debt was raised in the year via the issuance of £275 million exchangeable bonds and a £125 million secured loan. Proceeds from these financings together with those from Earls Court deferred consideration and disposal of the Wellington block were used to reduce borrowings under the Covent Garden revolving credit facility or held as cash. As announced on 26 February 2020, the Group undertook a share buyback programme with the intention of return- ing up to £100 million to shareholders. £11.8 million was returned to shareholders before the decision was made to suspend the programme in March 2020 due to the uncer- tainty of COVID-19 and then not to complete the programme following the acquisition of the shareholding in Shaftesbury. Dividends paid of £4.6 million reflect the final dividend payment made in respect of the 2019 financial year. This was lower than the previous year due to a higher level of take-up of the scrip dividend alternative, 46 per cent versus 12 per cent in 2019. IFRS cash and cash equivalents increased by £212.0 million to £365.1 million. GOING CONCERN Further information on the going concern assessment is set out in note 1 to the finan- cial statements. At 31 December 2020 the Group had cash and undrawn committed facilities of £1,010.2 million and its capital commit- ments were £2.2 million. The Covent Garden loan to value ratio was 19 per cent compared with a covenant level of 60 per cent and covenant waivers have been agreed with the Covent Garden lenders in relation to interest cover for the period up to and including 31 December 2021. During the remainder of the going concern period (being the first half of 2022) there is projected to be headroom against the inter- est cover covenant in a severe but plausible downside scenario. There continues to be a reasonable expec- tation that the Group will have adequate resources to meet both ongoing and future commitments for at least 12 months from the date of signing these financial state- ments. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the 2020 Annual Report & Accounts. SITUL JOBANPUTRA CHIEF FINANCIAL OFFICER 8 March 2021 www.capitalandcounties.com 57 Strategic reportGovernanceFinancial statements RES PO N SIBI LITY DELIVERING POSITIVE ENVIRONMENTAL AND SOCIAL OUTCOMES OUR ESC STRATEGY This year Capco is proud to have launched our new Environment, Sustainability and Community (“ESC”) strategy which sets out Capco’s vision for the future, focusing on the themes of Environment & Sustainability and Community & People. Activities are underpinned by a commitment to the highest standards of health and safety and ethical practices. For more on health, safety and well-being, see pages 71 to 73. As a long-term steward of the Covent Garden estate, Capco aims to make Covent Garden a UK leader in sustainability by delivering positive environmental and social outcomes that enhance value for stakeholders while protecting the unique character and heritage of the estate. This strategy is underpinned by four pillars which align with UN Sustainable Development Goals1 (“SDGs”) as shown below. CLIMATE CHANGE AIR QUALITY INNOVATION AND CHANGE COMMUNITY AND PEOPLE Commitment to Net Zero Carbon by 2030 Pedestrianisation and greening Internal air quality investment Net Zero Carbon pathway to include three-year targets Recognise whole life carbon of heritage buildings Innovate to deliver best in class in heritage environment Local community focus to our educational & charitable activities Become a partner of choice for climate technology in a heritage environment Develop and reward talent in a fast moving, collegiate and creative culture Transparent reporting through recognised indices For more on our climate change initiatives, see page 59. For more on our air quality initiatives, see page 62. For more on our innovation and change initiatives, see page 62. For more on our activities within the community, see page 66. For more on our people, see page 68. 1. More information on the UN Sustainable Development Goals can be found at sdgs.un.org 58 Capco Annual Report & Accounts 2020 We are proud to announce our updated Environment, Sustainability and Community (“ESC”) strategy which re-affirms Capco’s commitment to play its part in addressing climate change and to being a responsible and proactive member of the community in which the Company’s assets are located. Our ESC strategy is underpinned by our four pillars which align with the UN Sustainable Development Goals as shown on the previous page: Tackling Climate Change, Improving Air Quality, Driving Innovation and Change, and Prioritising People and Community. Approximately 40 per cent of the UK’s carbon emissions are produced by the built environment and real estate owners are therefore uniquely placed to support the UK’s Net Zero Carbon commitments under the Paris Agreement. We are there- fore committing the Company to a Net Zero Carbon target by 2030. Capco has consistently invested in our heritage buildings and estate, working to enhance our buildings from both conservation and environmental perspectives. We will implement our commitment being mind- ful of the heritage nature of the estate, recognising that many of the buildings have been in situ for more than 200 years and therefore act as existing carbon stores. A detailed Net Zero Carbon pathway to 2030 will be published during 2021. Technology and creativity will have a key part to play in meeting the challenge of climate change. Our creative approach and people bring innovation to all that we do and this guiding principle is applied to all four pillars of our strategy. Capco is committing to a Net Zero Carbon target by 2030. This commitment aligns to our ESC strategy and will be delivered through a detailed net zero pathway to be published in 2021. TOM ATTREE, DIRECTOR OF SUSTAINABILITY AND TECHNOLOGY BRINGING OUR STRATEGY TO LIFE Completion of our green wall at Regal House, an example of Capco’s innovative approach to the environment and sustaina- bility, has delivered the following environ- mental benefits: ◦ In excess of 8,000 plants from 21 different species providing a biodiverse haven for birds, bees, insects and other invertebrates. ◦ Improved thermal performance and consequent energy reduction of c. 20 per cent alongside future resilience to temperature increases. ◦ Improved air quality by reducing nitrogen dioxide concentrations by up to 40 per cent and PM10 particulates by up to 60 per cent. ◦ The living wall is 80 per cent irrigated fully by rain water capture, with overall impact estimated at less than 1/10th of a person. ◦ The 1,500 square feet areas of living wall also contribute significantly to the well-being of both visitors and the local community. ◦ Capco has subsequently partnered with the same supplier for a 379 square feet interior green wall in an office property on Southampton Street and is actively reviewing further opportunities for interior and exterior greening across the estate. www.capitalandcounties.com 59 Strategic reportGovernanceFinancial statements RESP ONS IBILITY CO N TIN UE D ENVIRONMENT AND SUSTAINABILITY Capco believes in taking a responsible and forward-looking approach to environmental issues and the principles of sustain- ability. This year we have updated our strategy to enhance and accelerate our vision for the future, with short, medium and long-term objectives to achieve our goals. Our ESC strategy is underpinned by four pillars as shown in the figure on page 58. The first three pillars specifically address climate-related risk and opportunities, and more detail on our activities is set out below. More detail on the fourth pillar in respect of our People and Community can be found from page 66. 2020 ACHIEVEMENTS ◦ Launched new ESC strategy to refocus our activities in respect of climate-related risks and opportunities ◦ Committed to achieving Net Zero Carbon for the business by 2030 ◦ Published initial response in alignment with Task Force for Climate-related Financial Disclosures (“TCFD”) ◦ Energy efficiency – more than 80 per cent of landlord areas in Covent Garden now have energy efficient lighting ◦ Installed water efficient fixtures in all our refurbishment projects ◦ 100 per cent diversion of waste from landfill for the Covent Garden Market Building and our own offices ◦ Green lease provisions in line with Better Building Partnership Green lease provisions now adopted to be used prospectively ◦ Floral Court achieved recognition as a ‘highly commended’ development at the BREEAM awards ◦ Received EPRA Gold Award for sustainability reporting ◦ More than £50,000 in social value was generated through charitable donation and recycling of furniture as part of Capco’s head office move OUR 2021 COMMITMENTS ◦ Define, cost and timetable Net Zero Carbon pathway to support our 2030 commitment, and set interim carbon reduction targets ◦ Complete scenario-based risk assessment and integrate into our approach ◦ Develop an operational and development carbon budget for each building ◦ Enhance tenant engagement programme on environmental matters ◦ Continue to make a 3.5 per cent like-for-like operational energy improvement based on a 2019 benchmark ◦ Continue to improve EPCs across the portfolio aiming for a minimum score of D on commercial units ◦ Identify opportunities for rainwater harvesting and greywater recycling ◦ Divert at least 95 per cent of waste from landfill arising from our projects and development ◦ Develop biodiversity targets ◦ Improve our GRESB and CDP scores TACKLE CLIMATE CHANGE Capco recognises that climate change is the defining issue of our time, and our ESC strategy therefore sets out our commit- ment to become Net Zero Carbon by 2030. Our next steps to deliver on this commit- ment will be to: ◦ set out a Net Zero Carbon pathway, including setting science-based targets, integrate carbon reduction targets into leasing and all areas of our operations; ◦ undertake a climate resilience risk assessment, enhance our carbon data model, including the setting of a baseline; and ◦ communicate our strategy to our stakeholders. We will also engage further with custom- ers and consumers alike to ensure a collab- orative approach and embed sustainable practices to make year-on-year improve- ments to our performance as set out in our 2021 commitments. ENERGY MANAGEMENT Since Capco’s inception we have invested in reducing energy consumption and lowering carbon emissions across all our buildings, and have achieved year-on-year reductions in like-for-like consumption. Following the launch of our long-term goal of becoming carbon neutral by 2030, we will enhance our data capture to estab- lish a robust baseline carbon measure- ment, and our future reporting will reflect our progress towards this target. In 2020 we lowered our energy usage and met our target to reduce energy use by 3.5 per cent on a like-for-like basis compared with 2019. Our total energy usage reduced by in excess of 25 per cent. This perfor- mance reflects significantly reduced usage due to the COVID-19 pandemic. As part of our long term engagement with Westminster City Council to reduce carbon emissions from both gas and elec- tric street lighting, approximately 40 per cent of street lighting is now LED across the estate. On James Street, replica historic gas lighting has now been replaced with a modern gas effect LED equivalent which improves energy efficiency by more than 30 per cent. We continue to improve the energy perfor- mance of our assets under minimum Energy Efficiency Standards (“MEES”) and 60 Capco Annual Report & Accounts 2020 seek to improve EPC performance when- ever we have opportunity to do so during white-boxing and refurbishment. There are no assets with an F or G EPC rating and we are focusing our efforts on improv- ing the performance of a small number of assets with an E rating. 80 per cent of land- lord areas in Covent Garden now use LED lighting. To improve our data and help target efficiency initiatives we will progress our programme to roll out smart metering across the Covent Garden portfolio. GREENHOUSE GAS EMISSIONS INCLUDING STREAMLINED ENERGY AND CARBON REPORTING (“SECR”) Capco has engaged Carbon Footprint Limited to provide independent verifica- tion of the calculation of 2020 GHG emis- sions assertion, in accordance with the industry recognised standard ISO 14064-3. Heading Further details of our methodology to calculate GHG emissions can be found on page 186. WASTE AND WATER MANAGEMENT To support our aim of improving recycling rates across the Covent Garden portfolio, and in addition to the two food waste recy- cling facilities on the estate, in partner- ship with our waste contractor, Veolia, we visited all food and beverage occupiers to raise awareness of recycling opportunities. We also upgraded recycling facilities at the Jubilee Market, promoted a water bottle refill initiative and introduced designated coffee cup recycling points. 100 per cent of non-hazardous waste from the Covent Garden Market Building operations was diverted from landfill, with waste either being recycled or going to an ‘energy from waste’ plant. Heading Within our own offices, we continued to raise awareness of recycling and, when we consolidated our offices during 2020, we worked with a partner to support a range of charities and SMEs by donating excess office furniture (see page 70 for more information). We continue to monitor water usage across the assets we control and have incorporated water-efficient appliances and fittings into our refurbishment and development projects. No fines or penalties related to non-compliant actions that harmed the environment were incurred by Capco during the most recent financial year. CARBON OFFSET RESPONSIBLE DEVELOPMENT To reduce our carbon impact, we offset all directly booked business-related travel using a certified UK tree planting scheme partnered with an avoided Amazon deforestation programme. In 2020, we chose to maintain our level of offset at 2019 levels due to reduced travel in 2020. In 2020 we carried out a review of our Sustainability Framework for Projects and Development with the aim of updating the criteria to reflect the evolving standards required of new construction and major refurbishment projects. Capco has now set a higher baseline of minimum required standards on all projects, and a minimum SKA level of ‘Silver’ on all major projects and refurbishments. GREENHOUSE GAS (“GHG”) EMISSIONS DATA FOR YEAR ENDED DECEMBER 20201 Total Scope 1 & 2 GHG Emissions (Location-based Method2) 1,500 Heading Total Scope 2 GHG Emissions (Market-based Method3) Data TBU 20 754.5 639.5 1,000 500 670.4 457.2 0 0 2019 2020 16.8 12.0 2019 2020 15 10 5 0 0 Scope 1 Intensity Measure: Tonnes of CO2e per '000 Sq ft 1.2 Scope 2 Heading Total Energy Consumption (MWh) 7,000 6,389.3 4.39 0.52 0.44 1.0 0.8 0.6 0.4 0.2 0.47 0.32 6,000 5,000 4,000 3,000 2,000 1,000 5,333.0 3.76 0.0 0 2019 2020 0 20194 20205 5 4 3 2 1 0 0 Scope 1 Scope 2 Total Energy Use Intensity measure (MWh per '000 sqft) 1. 2019 data restated to reflect the disposal of the assets affiliated with the EC business. 2. The location-based method reports emissions as tonnes of carbon dioxide equivalent (tCO2e). 100 per cent of the emissions stated are UK-based. Details of what is included in Scope 1 and Scope 2 emissions can be found on page 186. 3. The market-based method reports emissions as tonnes of carbon dioxide (tCO2). 100 per cent of the emissions stated are UK-based. Details of what is included in Scope 1 and Scope 2 emissions can be found on page 186. 4. The total energy consumption for 2019 comprised: 3,437,492 kwH (54 per cent) gas, 2,951,815 kwH (46 per cent) electricity and 3,845 kwH (zero per cent) transport. 5. The total energy consumption for 2020 comprised: 2,447,491 kwH (46 per cent) gas, 2,875,378 kwH (54 per cent) electricity and 9,788 kwH (zero per cent) transport. www.capitalandcounties.com 61 Strategic reportGovernanceFinancial statements RESP ONS IBILITY CO N TIN UE D SUSTAINABILITY INDICES IMPROVE AIR QUALITY Our participation in external sustainability indices and benchmarks helps us monitor our performance and identify opportu- nities for improvement. We achieved our second Gold award for reporting in line with the EPRA Sustainability Best Practice Recommendations for Reporting, achieved a CDP score of C and while our GRESB score fell slightly, Capco has already taken action to address this. We continued to report under FTSE4GOOD during the year. Capco has championed air quality since inception, introducing pedestrianisation to a number of streets in Covent Garden and implementing extensive greening across the estate, including the green wall in our head office building. We were able to extend pedestrianisation further during 2020, supporting our customers to reopen in between COVID-19 restrictions, and will continue to demonstrate the envi- ronmental advantages of this approach. In addition, 15 electric vehicle charging points were installed for residents in the underground garage on Floral Street. In January 2020, in partnership with Kings College, London and clean air charity Hubbub, Capco hosted a clean air pavil- ion and event to highlight the impor- tance of NO2 emissions across London. We continue to engage with Westminster City Council to maximise the pedestrianisa- tion of the area. We will further invest in greening across the estate to improve air quality alongside biodiversity. Over time we intend to further increase air quality through use of electric vehicles for deliv- ery and waste consolidation. Our refur- bishment of our buildings will continue to have regard to interior air quality in design and implementation. DRIVE INNOVATION AND CHANGE Creativity and innovation are at the heart of Capco’s business and we have used this in our approach to greening and our BREEAM Highly Commended develop- ment at Floral Court. Capco believes that innovation and technology are critical to meet the unique challenge of climate chal- lenge. This creative approach will inform our search for technology and solutions which are sympathetic to the heritage nature of our buildings and deliver on our commitment to find innovative solutions for all our stakeholders. We will actively seek opportunities to partner with third parties to trial sustainability technology for the built environment while recognising that our heritage buildings are long-term carbon stores that should be celebrated. We have a proud history of working with universities and academics, and such part- nerships will be continue to be considered in order to champion change. Capco Annual Report & Accounts 2020 At Lillie Square, Phase 2 of the devel- opment achieved Code for Sustainable Homes Level 4 certification. Floral Court was ‘Highly Commended’ in the ‘Homes’ category of the global BREEAM Post Construction Awards. The shortlist comprised highly complex projects in urban contexts, all aiming to deliver homes with a focus on comfort and sustainable living. The judges noted that Floral Court: “provides a pragmatic but effective approach to working in a listed context, which will be transferable to lower-budget projects elsewhere.” We achieved SKA level Gold sustainability certification for our refurbishment works at 14 Floral Street, Tower House, Regal House and most recently at 3 Henrietta Street. Capco remains an active member of the UK Green Building Council. Floral Street, 2014 Floral Street, 2020 62 TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (“TCFD”) In 2019, we committed to seeking to better understand climate-related risk to Capco’s business and prepare a response in alignment with the Task Force for Climate-related Financial Disclosures (“TCFD”). Our first disclosure is set out on the following pages. Our work to explore climate-related risks and opportunities to the business will continue under the direction of the Company’s ESC Committees. GOVERNANCE Describe the Board’s oversight of climate-related risks and opportunities The Board has established a Board Environment, Sustainability and Community Committee (“ESC”), chaired by Non-executive Director Charlotte Boyle, and including the Chairman, Chief Executive and Non-executive Directors, which oversees ESC activities on its behalf. The Board retains overall responsibility for the management of climate-related risks and opportunities. The Board monitors climate-related risk via the Executive Risk Committee, and has determined that climate-related risk is now a principal risk in its own right. More information on the Board ESC Committee and the Executive Risk Committee, including the frequency of their meetings, can be found on pages 24, 78 and 79. Describe management’s role in assessing and managing climate-related risks and opportunities The Chief Executive, Ian Hawksworth, is responsible for ESC matters and chairs the ESC Executive Committee. This committee has been established to support the Board ESC Committee in assessing, monitoring and mitigating climate-related risks and acting upon climate-related opportunities. The committee includes Charlotte Boyle, the Company Secretary, the Group Legal Director, the Head of HR, the Director of Sustainability and Technology and representatives from the Business, and is attended by our retained sustainability adviser. Climate-related risks are separately considered by the Executive Risk Committee, as part of the risk management process based on assessments submitted by the Business units and the Director of Sustainability and Technology. STRATEGY Describe the climate- related risks and opportunities the organisation has identified over the short, medium and long-term Capco considers climate risks and opportunities over the following time horizons: ◦ Short-term: 0 – 3 years ◦ Medium-term: 3 – 10 years ◦ Long-term: 10 – 30 years Capco believes these time horizons allow for appropriate financial planning to allow for execution of strategies to address climate-related risks and act upon opportunities. The table below sets out the climate-related transitional and physical risks and opportunities identified. At this stage, the identification is based upon forthcoming UK Government strategy and policy and the UK climate change projections (“UKCP18”) published by the Met Office. In 2021, we intend to undertake a scenario-based risk assessment to understand better the medium and long-term risks of climate change. Climate-related risks Risk identified Emerging regulation including: ◦ further EPC requirements for lettable properties via the MEES regulations ◦ enhanced GHG emissions reporting requiring more detailed disclosures Changes in market trends, with customers seeking assets with greater sustainability credentials quicker than able to provide Policy relating to the upgrade of heritage buildings impeding application of energy efficiency measures Time horizon Short-term Medium-term Medium-term Changes in climate (hotter, drier summers), flood risk and extreme weather events Long-term Climate-related opportunities Opportunity identified Attracting and retaining customers: providing energy-efficient & sustainability-certified buildings Energy-efficient buildings: resulting in lower emissions and energy costs Demonstrate the whole life carbon benefit of our heritage stock and deliver leadership in improving the energy performance of heritage buildings Time horizon Short-term Medium-term Medium-term www.capitalandcounties.com 63 Strategic reportGovernanceFinancial statements RESP ONS IBILI TY CO N TI NUE D STRATEGY CONTINUED Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario RISK MANAGEMENT Describe the processes for identifying, assessing and managing climate- related risks Following the publication of the Group’s Net Zero Carbon 2030 commitment, Capco is committed to publishing a detailed Net Zero Carbon pathway during the course of 2021. The Group continues to allocate resources to refurbishment and energy efficiency improvements as part of its annual budgeting process and is considering setting an internal carbon price. In addition, the Group is committed to enhancing the reporting of its own and tenant use of resources. The Group has set a minimum SKA standard of ‘Silver’ on all major refurbishments and continues to allocate resource to improving the energy performance (EPC rating) of assets via refurbishment programmes. However, we recognise that this may also present an opportunity as operational costs may be lower and the assets may see shorter voids if they meet tenant requirements. Supply chain and/or value chain: ◦ Engaging with suppliers who can demonstrate environmental and ethical credentials ◦ Selecting products that are certified to industry standards, e.g. FSC timber ◦ Regularly reviewing our procurement-related policies to maintain alignment with industry standards and regulations Investment in R&D: ◦ Identification of technologies that may improve the resource efficiency of our assets ◦ The Group recognises the role that carbon offset will have to play over the medium-term as part of its Net Zero Carbon strategy and has set a policy to carbon offset all directly booked business travel ◦ The Group has adopted relevant provisions of the Better Building Partnership’s green lease into its commercial lease standard and is intending to increase tenant engagement on environmental and sustainability issues Capco’s strategy as a steward of the Covent Garden estate has been to invest for the long-term taking climate risk and opportunity into consideration in its investment decisions. Having set a Net Zero Carbon commitment by 2030, during 2021 we plan to undertake a climate-scenario analysis for both 2˚C and 1.5˚C scenarios, to support the development of our Net Zero Carbon pathway. This will determine how we can enhance our resilience by examining climate projections over short, medium, and long-term time horizons. The analysis will review both the physical and transition climate change risks that may impact our business. Capco identifies, assesses and mitigates climate-related risks using the same methodologies as all business risks. The climate-related risk assessment is reviewed by the Executive Risk Committee to ensure completeness and that appropriate mitigation measures are in place. The process for identifying, assessing and responding to risk is detailed comprehensively on pages 24 to 31. In summary, the Board has overall responsibility for the Group’s risk management, determining risk appetite and reviewing principal risks and uncertainties regularly, together with the actions taken to mitigate them. Through this process, the Board has now determined that climate-related risk is no longer an emerging risk but that it should be incorporated into the Group’s principal risks as set out on pages 26 to 31. 64 Capco Annual Report & Accounts 2020 METRICS AND TARGETS Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions, and the related risks Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets Capco has reported environmental performance metrics since 2012 and is continually seeking ways to better understand and benchmark performance by improving accuracy and expanding existing reporting metrics. To support the assessment of climate-related risks and opportunities, Capco reports on the following metrics: ◦ Energy use, including like-for-like performance for controlled assets ◦ Energy performance concerning the MEES regulations and EPCs ◦ Scope 1, 2 and 3 GHG emissions ◦ Electricity purchased via renewable energy sources ◦ Water use in controlled assets ◦ Proportion of portfolio with sustainability ratings (e.g. BREEAM, Code for Sustainable Homes & SKA) ◦ Waste resulting from our offices and Covent Garden estate (a proportion) Capco publishes these metrics in an annual disclosure that follows the best practice sustainability recommendations set by EPRA. In 2020, the Group achieved a ‘Gold’ rating for the second year running from EPRA for this disclosure in recognition of its comprehensiveness. A copy of this report can be found in the Responsibility section on our website. In addition to the detailed sustainability disclosures that Capco provides via its website, we respond to the following indices and initiatives: ◦ CDP ◦ FTSE4Good ◦ Global Real Estate Sustainability Benchmark (GRESB) ◦ S&P Global SAM DJSI / Corporate Sustainability Assessment In line with Streamlined Energy and Carbon Reporting (“SECR”) requirements, Scope 1 and 2 emissions and energy use are disclosed on page 61. The Group will disclose Scope 3 emissions in the 2020 EPRA sBPR report. Capco has set a Net Zero Carbon 2030 target. Capco will make reference to science-based targets when determining the detailed pathway to support this ambition. The performance against these targets is monitored by the Board ESC Committee and reported to the Board. Climate-related performance targets An estate 2025 mid-term carbon target, supported by a building by building plan, will be developed as part of the Net Zero Carbon pathway. This target will consider the proportion of energy demand to be met by on-site renewables. Set an internal carbon price and integrate carbon cost within the financial decision-making process. Commercial assets (required to have an EPC) to have an EPC rating of D rating or above. 100 per cent of electricity purchased to be from renewable sources. Major refurbishment projects to achieve at least a ‘Silver’ SKA rating (where appropriate). In addition, Capco will continue to set year-on-year like-for-like energy and carbon reduction targets. www.capitalandcounties.com 65 Strategic reportGovernanceFinancial statements RESP ONS IBILITY CO N TIN UE D COMMUNITY During 2020, Capco continued to work to benefit the commu- nities in which we operate and to support our chosen charities. 2020 ACHIEVEMENTS ◦ Continued to engage with schools participating in the Capco Education Programme and identified new initiatives that are of benefit to the young people in the district ◦ Continued to encourage our employees to engage in responsibility initiatives by participating in responsibility projects and volunteering OUR 2021 COMMITMENTS ◦ Continue our education programme, with children of all ages and collaborating with local Covent Garden schools ◦ Continue working with ULI’s Urban Plan Initiative and supporting the Brighter Futures Fund through the Young Westminster Foundation ◦ Employees to contribute up to five hours over the course of the year towards the wider community, either through an environmental, sustainability or community related project, which can include a matched funded activity SUPPORTING THE LOCAL COMMUNITY DURING THE PANDEMIC Capco took early action to ensure the safety of the Covent Garden estate with additional security presence deployed to protect unoccupied residential homes and commercial premises. Capco is one of the main sponsors of the Covent Garden food bank, making significant contributions and providing assistance throughout the year. Capco approached a number of restaurants on the estate to donate unused food to the food bank. This also reduced food waste as restaurants entered various lockdowns. Capco also provided funding for a chef at Dragon Hall community centre serving the elderly hot meals, with surplus food used as ready meals for the food bank, and spon- sored Christmas lunches for the elderly. Capco has also supported food banks in Fulham and Westminster. Temporary seating was installed in and around the Market Building, which provided residents with outdoor amenity space and a weather-proof location to meet outdoors in accordance with the prevailing government guidelines. As reported in our environmental update, in partnership with Westminster City Council, Capco enabled enhancements to the public realm by introducing and manag- ing seven additional pedestrianised streets in the area, providing vital extra space for social distancing and over 500 incremental outdoor covers to keep residents and visi- tors safe and ensure retail and restaurants were able to operate when permitted. Capco staff attended numerous Westminster City Council workshops covering a wide range of topics to assist the City Council with its aspirations to respond to their recently declared climate emergency. The heritage of Covent Garden is very important and through the Capco Community Fund, we have supported the Arts by donating to the British Fashion Council’s Foundation Fashion Fund for the COVID-19 crisis and supporting the Royal Opera House Recovery Campaign as well as the Iris Theatre based at the Actors’ Church in Covent Garden. Covent Garden security commemorate Armistice Day 66 Capco Annual Report & Accounts 2020 ‘Gift for Good’ the Covent Garden Christmas charity auction SIR SIMON MILTON FOUNDATION We supported the Sir Simon Milton Foundation with its Christmas programme of delivering hampers across the city to its loneliest older residents. In addition, surplus IT equipment and PCs were donated to the following chari- ties in Westminster: Octavia Foundation, St. Peters Breakfast Club, Pimlico Toy Library, North Paddington Food Bank and Turning Point. HOMELESSNESS APPLE MARKET CHALLENGE COMMUNITY EVENTS Capco hosted a charity auction ‘Gift for Good’ in partnership with charity Only a Pavement Away which works alongside Crisis. The auction raised over £10,000 to which Capco gave an additional donation to give a total of £15,000. During the year, Capco supported a number of homeless charities including St Mungos, a charity which is working in the Covent Garden district to support marginalised people in accessing recovery services. Capco supported their COVID-19 response fund. Capco supported the Single Homeless Project, a London-wide charity working to prevent homelessness and help vulnerable and socially excluded people, by working with individuals to tackle the underly- ing causes of homelessness, such as poor mental health or drug and alcohol depend- ency. Capco supported their COVID-19 emergency response fund. Capco is a strategic corporate partner of LandAid, the property industry charity aimed at ending youth homelessness in the UK. In addition, Capco supported their COVID-19 emergency fund with a specific emphasis on supporting the young people of Westminster. Capco has also supported The Connections at St. Martin’s, a homeless charity that helps thousands of people every year to move away from, and stay off, the streets of London. EDUCATIONAL PROGRAMMES YOUNG WESTMINSTER FOUNDATION Capco supported the Foundation’s ‘Brighter Futures Fund’. Projects helped by this fund will be responding to the arising needs from the pandemic, including increased mental health concerns and isolation. Capco facilitated the Apple Market Challenge for its 14th year. The initiative continues to be hugely successful and has now involved around 7,000 children since its inception. This year, due to COVID-19, pupils from six schools presented virtu- ally over Zoom an eco-friendly educa- tional product, which could be sold from the Apple Market in the Covent Garden Market Building. Four teams made the final round, and their pre-recorded pres- entations were viewed by judges from our staff and a winner chosen. The Challenge helps children to understand what is involved in running a small business and they assign themselves roles such as marketing, design or finance executives based on their skills. A Year 12 student who took part as a mentor in 2019 has used her experience in the Apple Market Challenge to set up her own business which involves bulk buying from one website and selling on eBay. She applied for a Business Studies degree at university and in her personal statement said how the Apple Market Challenge inspired her interest in business. CHARITABLE SUPPORT TURN TO STARBOARD As part of an armistice commemoration event, held in accordance with the govern- ment guidelines at that time, Capco supported this charity, which uses sailing training to support Armed Forces person- nel and their families affected by military operations. BLIND VETERANS Capco supports Blind Veterans UK, which helps ex-Service men and women of every generation rebuild their lives after sight loss. Capco in conjunction with a local resi- dent and the Lord Mayor of Westminster enabled a socially distanced Armistice Day Commemoration event on the Piazza which included the laying of a wreath to the memory of those who served in the Armed Forces and who worked in Covent Garden markets. LILLIE SQUARE We supported Urbanwise London in their work with students from Servite RC Primary School, St. Cuthbert with St. Matthias Primary, and Fulham Primary School in 2020. The students learned about local landmarks in their local area, explored trails and discovered architec- ture. A family activity guide was prepared for families in the Lillie Square area and the local schools. We continued to work with the Urban Land Institute on its Urban Plan Project. During the year we worked with students from Fulham Cross Academy. The programme helps young people under- stand the role real estate plays in renewing and regenerating urban areas and brings the urban environment to life through a series of interactive real-life workshops and team-working challenges. Capco participated in the Pathways to Property summer school presentation, alongside 30 other firms. This was an event held at the University of Reading with students participating in a number of events and lectures. This year the programme was held virtually over three days, culminating in the final day’s pres- entation to firms. www.capitalandcounties.com 67 Strategic reportGovernanceFinancial statements RESP ONS IBILITY CO N TIN UE D PEOPLE People are key to our success. We aim to develop careers by promoting talented individuals to positions of leadership. 2020 ACHIEVEMENTS ◦ Further improved employee performance, development and professional standards across the Company ◦ Continued to support initiatives that aim to increase diversity and inclusion within the property industry and strengthen a diverse talent pipeline ◦ We continued to encourage and inspire our employees to look after their health and well-being by building on our educational sessions with a continued focus on mental health and financial well-being OUR 2021 COMMITMENTS ◦ Culture & Engagement: Creating a working environment in which employees are inspired to give their best every day and are motivated to be part of the Company’s success ◦ Performance, Development & Growth: Encouraging employees to take personal responsibility for their own performance, development and career ◦ Rewarding & Recognising Excellence: Building on our high performance culture by ensuring that we have capable employees who are appropriately incentivised, rewarded and motivated to deliver excellent performance ◦ Equality, Diversity & Inclusion: Building on our diverse and inclusive culture that actively attracts and engages diverse, talented individuals from many different heritages and lifestyles, promoting equality and inclusion ◦ People & Community: Recognising the balance between social and environmental impact, we are committed to making a difference for the good of society by supporting our people, local community and stakeholders and working towards a more sustainable environment COVID-19 RESPONSE In what has been a very challenging year, the well-being of our people has continued to be of the upmost importance. WELL-BEING In response to the COVID-19 pandemic, we enhanced our lifestyle programme, with a focus on resilience and healthy home working. We provided additional support to employees, where needed, and we supported a number of initiatives which encouraged our employees to stay active whilst they were working from home. More detail on our well-being programme can be found on page 69. SAFE OFFICES We consulted with our people prior to the offices reopening when permitted, and indi- vidual risk assessments were completed. We carried out risk assessments of our offices at Lillie Square, 15 Grosvenor Street and Regal House. The measures below were put in place to ensure the offices were COVID-secure and in line with govern- ment guidance: ◦ Enhanced cleaning measures and regime implemented ◦ Hand sanitisers were positioned at multiple points on each floor ◦ Social distancing measures were clearly signposted throughout the buildings ◦ Perspex screens were installed on Reception areas and between desks in open plan spaces ◦ Plasma air ionisers were fitted to air conditioning filters ◦ One way systems were introduced in each building with particular emphasis on common areas such as stairs, WCs and kitchens Capco staff working remotely 68 Capco Annual Report & Accounts 2020 TALENT Our aim is to manage talent effectively and ensure that we have sufficient capa- bility to realise our strategy. We regularly undertake succession planning exercises to review the talent pipeline and progress individuals according to capability. We have a graduate recruitment programme for top graduates who pursue an internal programme of training and mentoring, which will ensure they are well prepared for the Royal Institution of Chartered Surveyors (“RICS”) Assessment of Professional Competence (“APC”). Each graduate is assigned an experienced Capco counsellor and supervisor who guides them through the APC process. New opportunities that arise in the busi- ness are advertised internally and we aim to promote internal candidates in order to enhance career development and encour- age mobility across the Company. TRAINING AND DEVELOPMENT Capco training and development programmes are designed to strengthen our teams and challenge aspiring leaders. Individual training and development needs are identified and discussed at performance review meetings with line managers. During 2020, our employees recorded 456 hours of training activity. Mental Health eLearning was provided to all employees. We sponsor individuals undertaking further professional qualifications, and encourage continuous learning, reflecting our commit- ment to a knowledge-based environment. We recognise that coaching and mentoring can have a significant impact on behav- iours, and key employees continue to bene- fit from bespoke coaching programmes. PERFORMANCE MANAGEMENT Annual performance objectives for indi- viduals are agreed at performance review meetings, which take place at the begin- ning of the calendar year. Performance is measured against objectives set for the previous year and individual performance ratings underpin discretionary annual bonus awards. We regard the giving of regular and direct feedback as a core competency of effective leadership and encourage line managers to appraise performance regularly during the year. A new online performance management system was introduced at the end of 2020, building on our continuous performance and development culture in order to increase productivity and performance. CULTURE Capco promotes a high-performance and entrepreneurial culture, reflective of our business strategy. Capco people oper- ate with integrity and are supportive of colleagues across the business. Employees are particularly engaged with the business and understand the difference they can make in progressing our strategic objectives. We have an inclusive approach and aim to help people develop and realise their potential. Capco people are results-driven and brave in their approach to new ideas. Many of our people are in new roles and have assumed increased levels of responsi- bility since joining Capco. We support new parents returning to the workplace, and encourage our people to adopt a healthy attitude to work-life balance and to participate in the commu- nity. We provide maternity coaching to senior female employees to provide addi- tional support in transitioning back into the workplace. BENEFITS In addition to core elements, we reward people with an attractive package of addi- tional benefits, which includes private medical insurance and dental cover. The Company now contributes up to 15 per cent of salary to the MyCapco pension scheme, which was increased from 10 per cent of salary in 2021. Our policy is to enable employees to take their full annual leave entitlement of 28 days per annum, rising to 30 days after four years’ service, and we offer a flexible leave policy under which employees have the ability to buy and sell up to five days’ holiday per calendar year. All employees have access to a bi-annual medical through our external company GP based in Harley Street. LIFESTYLE AND WELL-BEING In 2020, our lifestyle programme was enhanced as a result of COVID-19, with a greater focus on resilience, mental health, wellness and financial well-being. A range of virtual educational seminars were provided for our employees on a wide range of topics, including mental well- ness, nutrition, alcohol awareness, spinal health and upper limbs issues and finan- cial well-being. Additional support was provided to employees, where needed, in the form of counselling, check-up calls from the Company’s private GP and welfare calls from HR and line managers. We encouraged our employees to stay active whilst they were working from home. A number of employees completed the 2.6 Challenge in April, and raised money for charity in aid of The Trussell Trust, which the Company match-funded. In addition, a month-long employee well-being challenge “Steptober” took place during October with over half the Company participating. A charitable donation was made to LandAid’s Steptober challenge. REWARD The aim of our reward strategy is to compensate people for high performance and to incentivise them to strive to improve. Core compensation packages at Capco comprise three elements: base salary, discretionary performance bonus and discretionary share awards. We regularly benchmark our approach to reward to ensure that we are appropriately compet- itive in the market. Awards are made annually and take into account performance during the year. All Capco employees are eligible to receive share awards so that everyone can partici- pate in the success of the Company. These awards have a three-year performance period and are subject to corporate perfor- mance conditions. www.capitalandcounties.com 69 Strategic reportGovernanceFinancial statements RESP ONS IBILITY CO N TIN UE D DIVERSITY AND INCLUSION MODERN SLAVERY SUSTAINABILITY AT CAPCO’S HEAD OFFICE In December 2020 Capco consolidated its head office into two floors at Regal House on the Covent Garden estate, vacating its Mayfair office. We were keen to adopt a reuse strategy for excess furniture and equipment, and appointed Reyooz, a sustainable clearance firm, to help achieve this. Some desk chairs were donated to employees to assist their home desk set-ups whilst working from home and, via Reyooz, Capco’s unwanted furniture has helped a broad range of charitable organisa- tions. To date, 12,906kg has been diverted from landfill or incineration, creating an embodied carbon saving of 32 tonnes and generating an estimated social value of over £51,000 as part of the process. We take a responsible approach at our head office, discouraging the use of single-use plastics and recy- cling wherever we can. In 2020 we recycled 820kg, saving 1,150kg of CO2 as part of our day-to-day head office activities. In 2021 we intend to create a sustainability guide for our head office to further encourage a responsi- ble consumption and produc- tion culture. 12,906kg diverted from landfill, saving 32 tonnes of embodied carbon as part of Capco’s sustainable head office move We believe that every person in the Company has a part to play in generating value and we understand fully the benefits of a diverse workforce. Diversity is considered when making appointments at all levels. We are keen to develop female talent across the business and provide executive coach- ing to our senior leadership team. There is strong female representation across the business. A summary of gender diversity across the Company as at 31 December 2020 is set out to the right. We regularly review our policies to be a more inclusive employer and introduced a menopause policy at the end of the year. We also enhanced the Company maternity pay and shared parental leave benefits, which each now pay six months’ full pay. We support a number of initiatives which aim to increase diversity within the prop- erty industry, including being a signatory to the RICS Inclusive Employer Quality Mark, a member of the Employers’ Network for Equality and Inclusion (“ENEI”), a member of Real Estate Balance, a sponsor of the Reading Real Estate Foundation and a supporter of the Pathways to Property work experience programme. Capco is a corporate member of the British Property Federation (“BPF”) and supports the BPF Futures programme. In addition, Capco is a member of the BPF Diversity and Inclusion Champions network. A number of employees are involved with the Urban Land Institute (“ULI”) and the ULI Next and Young Leaders Programmes. We have a policy to promote equality in rela- tion to race, religion, gender, age, sexual orientation, disability and nationality amongst our employees. HUMAN RIGHTS This report does not contain specific infor- mation on human rights issues as this is not considered necessary for an under- standing of the development, performance or position of the Company’s business. However, Capco has adopted a Corporate Responsibility policy and a supply chain policy which reflect a responsible approach to human rights. In accordance with the Modern Slavery Act 2015, the Board has approved a Modern Slavery and Human Trafficking Statement, which has been published on our website. The statement details the steps we take to avoid slavery and human trafficking in our own operations and in our supply chain. We believe that our own operations present minimal risk, but recognise that a higher level of risk is posed by the suppliers we engage to provide goods and services. During 2020, we continued to raise aware- ness of modern slavery matters with those responsible for procurement. GENDER DIVERSITY (%)1 100 75 50 25 0 2 5 6 40 4 26 Board Senior Management (excluding Directors) All employees Male Female 1. As at 31 December 2020. WE SUPPORT A NUMBER OF DIVERSITY INITIATIVES 70 Capco Annual Report & Accounts 2020 HEALTH, SAFETY AND WELL-BEING We strive to achieve the highest standards of health, safety and well-being in all our activities, our assets, our projects and our offices. We work closely with our supply chain through a risk- based, collaborative approach to the management of health, safety and well-being to ensure our standards are achieved. 2020 ACHIEVEMENTS ◦ We maintained an Accident Frequency Rate (“AFR”) of 0.00 ◦ We continued to develop our focus on health and well- being, including proactive mental health awareness, amongst our employees ◦ Our Planned Preventative Maintenance (“PPM”) dashboard programme achieved 100 per cent compliance ◦ Our COVID-19 Secure Strategy and Risk Management Protocols ensured that there were no related outbreaks across the workforce and managed estates 2021 COMMITMENTS The following commitments will continue in 2021: ◦ Enhance our visible leadership and develop our culture in safety, health and well-being ◦ Promote healthy workforce habits ◦ Ensure our contractors give health an equal billing to safety ◦ Monitor our PPM compliance dashboard reporting to ensure best practice amongst our operations ACTIVITIES DURING THE YEAR Capco continued to implement additional best practice health and safety standards on operations and development projects within the year. The improvement process was impacted by the nationwide lock- downs, which took place in March and November 2020. However, appropriate COVID-19 protocols were developed and implemented to allow workplaces to return to permitted activities. A total of 1.6 million working hours were completed on our development sites during the year and both an AFR and lost time incident frequency rate (“LTIFR”) of 0.00 for the year were achieved. The construction activity at Phase 2 Lillie Square was completed to excellent stand- ards of health, safety and well-being on site, including through the first lock- down in March, during which time the Construction Leadership Council Site Operating Procedures were adopted by the Principal Contractor in response to COVID-19. We maintained our membership of the Considerate Constructors Scheme (“CCS”) Client Partnership and the Construction Clients Leadership Group, reflecting the Company’s commitment to ensuring that our contractors provide the highest standards of health and safety on Group construction projects. As a Client Partner, Capco requires the contractors we engage to be registered with the CCS. We expect compliance with all aspects of the Scheme’s Code on our registered sites. We continued our focused visible leader- ship in health, safety and well-being and, despite the restrictions brought about by the COVID-19 pandemic, we continued to take a proactive approach to ensuring that health, safety and well-being were at the forefront of all of our thinking and deci- sion-making activities. Health and safety risk assessments continue to be under- taken on all new operations and projects. Enhanced cleaning measures www.capitalandcounties.com 71 Strategic reportGovernanceFinancial statements Our small projects and occupier fit-out works at Covent Garden were monitored by regular tours by our operational lead- ers, with attention paid to compliance with the Construction Leadership Council Site Operating Procedures. These were supported by detailed health and safety inspections across the estate, with inspec- tions by internal and external parties carried out during the year. We provided feedback on both the draft Building Safety Regulations and Fire Safety Reform Orders, via the British Property Federation Sounding Board. In response to the COVID-19 pandemic, the Company established both a COVID- 19 Steering Group, which monitors the impact of the pandemic on corporate-level risks, and a COVID-19 Working Group, which ensured appropriate working arrangements for our employees were put in place, reflecting the various restrictions during the year. Our offices were made COVID-secure and ongoing engagement and risk assessments are used to ensure the health, safety and well-being of our employees. For more information on engagement with our employees during the year, please refer to the Stakeholder Engagement section on page 16. RESP ONS IBILITY CO N TIN UE D HEALTH AND SAFETY CASE STUDY Early in the pandemic, Capco established a COVID-19 Working Group to guide the Company through its response to COVID-19 from a people perspective. Whilst the move to home working in March was immediate, the resilience of our people and systems are a testament to the business continuity investment made in advance. Our people embraced working from home and via the COVID- 19 Working Group, the Company has provided practical support, including the provision of enhanced home working equipment and set up. The operation of a major estate requires some of our people to be on-site, even during periods of restriction. Balancing the need for ensuring excellent prop- erty management (including the safety of our customers and visitors) with the safety of our people who need to come to the workplace was one of the early work streams for the COVID-19 Working Group. Measures to ensure that we had COVID-secure workplaces in line with the evolving government guidance were fast-tracked. Working closely with our external health and safety advisers, risk assessments were carried out at each Capco office, followed by a full consultation with employ- ees on the measures being implemented (such as hand sanitiser stations, one way systems and an enhanced cleaning regime). The measures were well-received and a new way of working was embraced by everyone. The planning for the head office move to the Covent Garden estate presented an opportunity to design in further measures such as glass screens, automatic temperature checks and an air purifi- cation system. Collaboration with our people has been a focus and we remain committed to supporting employees’ specific needs resulting from the pandemic. A detailed engagement programme has been undertaken throughout the pandemic to better understand individual requirements. We continue to provide additional flexibility in working practices to our people to enable them to balance compet- ing interests brought about by the pandemic, such as managing home-school- ing and caring responsibilities during the working day. As we prepare for a more normalised return to the Capco workplace, the COVID- 19 Working Group continues to keeps abreast of new initiatives and govern- ment guidelines. Together with the protocols undertaken above, the resilience of the workplace will be boosted for the long-term. 72 Capco Annual Report & Accounts 2020 HEALTH AND WELL-BEING INITIATIVES During 2020, Capco continued to ensure that health and well-being were given equal consideration with safety. In addition to our employee initia- tives described on page 69, health and well-being initiatives were championed for the workforces on our development projects, small projects and occupier fit-out works. We supported our appointed contractors on key health and well-being initiatives for their workforce, specifically around mental health. GOVERNANCE The health and safety governance and reporting framework continues to func- tion effectively across the business. The Sector Safety Leadership Teams (“SSLTs”) met regularly during the year to consider health, safety and well-being matters for each asset and to implement the Group’s Occupational Health and Safety Management System (“OH&SMS”) at oper- ational level. The SSLTs took responsibility for execut- ing the COVID-19 secure protocols for each estate and for monitoring the effec- tiveness of and compliance with the proto- cols. The SSLTs are overseen by the Group Safety Leadership Team (“GSLT”), which is chaired by our Chief Executive, who is also responsible for health and safety at Board level. The COVID-19 Working Group reported into the GSLT and to the Executive Directors on COVID-19 specific matters on a frequent basis. The GSLT continues to review health and safety performance across the Group through- out the year, and facilitated the sharing of lessons learnt and best practice across the management team. Health and safety is a standing item on the Board’s agenda and the Board receives regular formal reports on health and safety, summarising health and safety performance, risks and achievements across the Group. We retained our OHSAS 18001 certificate, which assures a compliant OH&SMS, following a detailed health and safety management review which was undertaken during the year to ensure that the system remained appropriate and continued to operate effectively at Covent Garden. Lillie Square Phase 2 – Capco’s oversight supports the highest health and safety standards on site The sections of the Annual Report which make up the Strategic Report are set out on page 105. The Strategic Report has been approved for issue by the Board of Directors on 8 March 2021. On behalf of the Board IAN HAWKSWORTH CHIEF EXECUTIVE TRAINING A structured Health & Safety Training programme was implemented across the Group in Q1 2020. This included IOSH Leading Safely and IOSH Managing Safely for our leaders and employees. This programme was disrupted by the nation- wide lockdown in March 2020. A revised programme evolved during the year where employees were able to access a varied series of online workshops and training courses, pertinent to individual health and well-being and the revised working environment. It is planned that face to face training will recommence as soon as circumstances permit. REPORTING No work-related employee fatalities were recorded in 2020 or since Capco’s incep- tion. There were no RIDDOR incidents reported across the Group during 2020. The AFR for Capco development projects, small projects and occupier fit-out works at the end of 2020 stood at 0.00. Capco’s LTIFR for 2020 was 0.00. www.capitalandcounties.com 73 Strategic reportGovernanceFinancial statements BOAR D O F D IR EC T OR S OUR LEADERSHIP TEAM EXECUTIVE DIRECTORS IAN HAWKSWORTH, FRICS Chief Executive Ian has led Capco since inception, shaping strategy and driving performance. He has over 30 years’ experience in global real estate investment, development, asset and corporate manage- ment, having been an Executive Director of Hongkong Land Ltd and Liberty International PLC. Ian is a Chartered Surveyor and a member of leading international industry bodies. SITUL JOBANPUTRA Chief Financial Officer Situl leads the Capco finance function (which includes reporting, treasury, corporate finance and tax) and works closely with the Chief Executive on strategy, capital allocation, invest- ment and transactions. Having joined Capco in 2014, he undertook a number of roles in the business and was appointed as CFO in 2017. Situl is an experienced corporate financier, having led Deutsche Bank’s UK real estate investment banking team before joining Capco. MICHELLE MCGRATH Executive Director Michelle leads the Group’s asset management and leasing teams as well as investment acqui- sitions and disposals. Michelle works closely with the Chief Executive on strategy and was appointed to the Board in 2020. Having joined Capco in 2014, she has undertaken a number of senior roles across the business. Michelle is an experienced corporate broker having previ- ously been at UBS Investment Bank focusing on the UK listed real estate sector. Audit Committee Board ESC Committee Nomination Committee Remuneration Committee Committee Chair 74 Capco Annual Report & Accounts 2020 CHAIRMAN AND NON-EXECUTIVE DIRECTORS HENRY STAUNTON Chairman Henry is responsible for the leadership of the Board, ensuring its effectiveness and setting its agenda. Henry was appointed as Chairman in 2018, having joined the Board in 2010. A Chartered Accountant, Henry has extensive financial and commercial experience. His previous roles include Finance Director of Granada and ITV, Chairman of Phoenix Group Holdings and Ashtead Group, and Vice Chairman of Legal & General. External appointments Chairman of WH Smith PLC ANTHONY STEAINS Independent Non-executive Director and Senior Independent Non-executive Director Anthony is the CEO of Comprador Limited, a strategic corporate finance advisory firm based in Hong Kong, and has over 20 years of corporate finance experience. A Chartered Accountant, prior to founding Comprador Anthony was a Senior Managing Director and Head of Blackstone Advisory Partners in Asia and held senior positions in Asia at Lehman Brothers, Deutsche Bank and ING Barings. Anthony is a Director of Twelve Seas Investment Company II, which is listed on NASDAQ. External appointments CEO of Comprador Limited and a Director of Twelve Seas Investment Company II CHARLOTTE BOYLE Independent Non-executive Director Charlotte is a former partner of The Zygos Partnership, an international search and board advisory firm. Prior to this, Charlotte worked for Goldman Sachs International and Egon Zehnder International. Charlotte is a Non-executive Director of Coca-Cola HBC AG, a Non-executive adviser to Knight Frank LLP, and serves as a Board member and chair of the finance committee of Alfanar, the venture philanthropy organisation. External appointments Non-executive Director of Coca-Cola HBC AG, Non-executive adviser to Knight Frank LLP, and a Board member and chair of the finance committee of Alfanar. JONATHAN LANE OBE Independent Non-executive Director Jonathan Lane is a Chartered Surveyor. He was Chief Executive and then Non-executive Chairman of Shaftesbury PLC until September 2016, and was Non-executive Chairman of EasyHotel plc until October 2019. His current charitable roles include The National Trust and The Royal Theatrical Support Trust, where he is a trustee. www.capitalandcounties.com 75 Financial statementsStrategic reportGovernance CORP OR ATE G OV E RN A NC E R E P O R T OUR GOVERNANCE FRAMEWORK Responsible oversight of delivery of the Company’s strategy. HENRY STAUNTON, CHAIRMAN Dear Shareholder, I am pleased to introduce Capco’s 2020 Corporate Governance Report. The Board ensures that Capco’s strategy is delivered responsibly, and that the Group operates in line with Capco’s purpose, culture and values. This report, and the Committee reports which follow, explain how the Board and its Committees work and how we applied the principles of the 2018 UK Corporate Governance Code (the “Code”) during 2020. The key focus of the Board during the year was to ensure the safety of our employ- ees, customers and the visitors to our assets in light of the COVID-19 pandemic, whilst providing appropriate support to our customers during the unprecedented period. However, the Board also took advan- tage of strategic opportunities as they arose, including our investments in Shaftesbury PLC and disposal of the Wellington block in Covent Garden. Capco has always main- tained a strong programme of environmen- tal, sustainability and community (“ESC”) activities, and this year the Board was pleased to approve the Company’s new ESC strategy. Reflecting this, we have established a new Board ESC Committee to oversee ESC matters on behalf of the Board. The Board ESC Committee is chaired by Charlotte Boyle, and includes Ian Hawksworth and all the independent Non-executive Directors. Six of the Company’s Directors invested in the Company’s shares during the year, demonstrating the Board’s continued confidence in the long-term success of the Company. It is important that employees have the opportunity to share their views with the Board, and for Directors to understand the employee perspective. I am pleased that Charlotte Boyle has agreed to lead the Board’s engagement with our employees. Charlotte attends the management-level ESC Committee which provides a forum for views to be shared, and ensures that the views of our people are considered by the Board. I am pleased to confirm that, despite the logistical challenges of 2020, the Board continued to operate effectively within Capco’s robust governance framework. From March onwards, lockdowns and travel restrictions meant that the Directors were no longer able to meet face to face. However, we were able to meet effectively via video conference, with electronic papers. We also completed a successful remote externally facilitated board eval- uation. I would like to thank my fellow Directors for their efforts to quickly adapt to this change. I hope that we are soon able to meet in person again, whilst retaining some efficiencies gained during lockdown. The Board and Nomination Committee have continued to assess and monitor the composition, effectiveness and diversity of the Board and its Committees to ensure that they remain appropriate for the business. We welcomed Michelle McGrath as an Executive Director in February 2020. Michelle is an experienced corporate finan- cier and had been a senior executive of the Company for six years, most recently as Director of Covent Garden with responsi- bility for investment and asset management of the portfolio. I am pleased to report that Michelle has brought value to our discus- sions as a Board since her appointment. During the year, Gerry Murphy and Andrew Strang retired from the Board at the 2020 AGM after many years’ service, and we thank them for their extensive contributions to the Board. Following these retirements, Anthony Steains became Chairman of the Audit Committee and Senior Independent Director, and Jonathan Lane and I joined the Remuneration Committee. Following the establishment of the Board ESC Committee, Jonathan Lane will become Chairman of the Remuneration Committee after our 2021 AGM, and Charlotte Boyle will step down from that role, remaining a member of the Committee. Capco embraces diversity with 43 per cent gender and ethnic diversity on our Board, an increase from 20 per cent in 2019, recognis- ing that diversity of experience and perspec- tive can bring benefits across the business. The Audit Committee completed the tender of the external audit contract at the start of the year and worked closely with our auditors during the year to ensure that the accounting treatment for the implica- tions of COVID-19 and significant corpo- rate transactions was robust. 76 Capco Annual Report & Accounts 2020 At Capco’s 2020 Annual General Meeting, the Company received significant share- holder votes against the resolutions seek- ing approval of the proposed Directors’ Remuneration Policy, the 2019 Directors’ Remuneration Report, and the re-elec- tion of Charlotte Boyle, Chair of the Remuneration Committee. As a result, the Company was included in the Investment Association’s public register of shareholder dissent. Following the 2020 AGM, the Chair of the Remuneration Committee and I actively engaged with our major share- holders with regard to our Remuneration Policy. Following this engagement, the Remuneration Committee has agreed a number of important changes to the opera- tion of the approved Remuneration Policy, which are explained in the Directors’ Remuneration Report on pages 90 to 104. The Company also received votes of over 20 per cent against the resolution proposed at a General Meeting convened by the Company in August 2020 to approve the acquisition of an additional tranche of shares in Shaftesbury PLC, which, when aggregated with the shares acquired in May 2020, constituted a Class 1 transac- tion under the Listing Rules, requiring shareholder approval. Discussions with shareholders have indicated a strong level of support for the Company’s investment in Shaftesbury PLC and the Board remains of the view that it represented a rare oppor- tunity to acquire a significant interest in an exceptional mixed-use real estate port- folio, adjacent to our world-class Covent Garden estate. In light of the significant vote against the resolution the Company engaged with shareholders again, however no concerns were raised. I would like to thank our shareholders for their construc- tive engagement during the year. Finally, I would like to thank our Executive Directors and all of our staff for their exemplary efforts over the course of 2020 to ensure the health and safety of our employees, visitors and customers, and for their exceptional performance in extremely challenging circumstances. HENRY STAUNTON CHAIRMAN 8 March 2021 www.capitalandcounties.com THE BOARD The Board is collectively responsible for the long-term success of the Company, and for its leadership, purpose, strategy, culture, values, standards, control and management. Day-to-day management of the Group is delegated to the Executive Directors, subject to formal delegated authority limits; however, certain matters have been reserved for Board approval. These matters are reviewed annually and include Board and Committee compo- sition, strategy, significant funding decisions and corporate transactions, dele- gated authority limits and our dividend and tax policies. BOARD COMPOSITION As at 31 December 2020, the Board comprised the Chairman, three Executive Directors and three Non-executive Directors. The table on page 79 summarises the member- ship of the Board and Committees. Biographies of each of the Directors can be found on pages 74 and 75, and additional information on Directors’ skills and expe- rience is included on page 89. BOARD INDEPENDENCE The Code requires that, excluding the Chairman, at least half of the Board should comprise Non-executive Directors determined to be independent. The Board has considered the independ- ence of the Non-executive Directors, including potential conflicts of interest, and the table on page 79 sets out those Directors considered to be independent in character and judgement. Each of these Directors has also confirmed that there is no reason why they should not continue to be considered independent. The key responsibilities of Board members are set out in the table on page 80. THE CHAIRMAN Henry Staunton was appointed as Chairman of Capco in 2018, before the publication of the 2018 UK Corporate Governance Code which states that a chair should not remain in post beyond nine years from the date of their first appoint- ment, and has been Chairman for less than three years, although he was appointed to the Capco Board in 2010. Following the disposal of the Earls Court business in late 2019, the Company is establishing itself as a central London focused REIT. The COVID-19 pandemic has created a particularly challenging trad- ing environment, and the Board feels that it is sensible to ensure there is stability in the Company’s leadership as the market recovers. There have also been substantial changes to the Capco Board in the past two years and the Board wishes to ensure that appropriate continuity is maintained. The Chairman has the full support of the Board and continues to be viewed as independent by the Directors. The Board has decided that, although no firm decision has been taken, in light of the circumstances outlined above it would be in the best interests of the Company, its shareholders and other stakeholders for Henry to continue to serve as Chairman until 2022, in line with our previous indi- cation. The Board intends to start the search for a new Chair during the course of 2021. The Senior Independent Director engaged with the Company’s largest shareholders on this proposed timing in early 2021 and no concerns were raised. THE BOARD IN 2020 The Board met formally throughout the year, holding virtual meetings from March onwards, with main meetings timed around the financial calendar, an annual strategy day, and additional meet- ings convened to consider specific matters as required. Attendance at Board and Committee meetings held during 2020 is shown on page 81. Board papers are generally circulated in advance of meetings to ensure that Directors have sufficient time to consider their content prior to the meeting. If matters require approval at short notice, written approval is sought from the Directors. The Chairman meets regularly with the Non-executive Directors without the Executive Directors being present, and maintains regular contact with both the Chief Executive and members of senior management. As matters that require the Board’s decision are often large, complex and evolve over a period of time, informal update meetings are held between Board meetings to allow Board members adequate time to explore, understand and challenge matters under consideration. These provide an oppor- tunity for the Non-executive Directors to meet senior management. Regular updates were held during 2020, reflecting the volume of corporate activity undertaken by the Company during the year. 77 Financial statementsStrategic reportGovernance CORP ORATE GOVER NA N C E RE P O R T CO N TI NU E D During 2020, the Board received regular asset, financial and performance updates from the Executive Directors and senior management from each asset and business area, and reports from the Company Secretary and Committee Chairs. The table below shows the key areas considered by the Board during the year. MATTERS CONSIDERED BY THE BOARD IN 2020 Business Strategy, New Business and Directors Properties Financial management and performance Market conditions and the impact of COVID-19 and Brexit Property valuations Covent Garden performance Lillie Square construction, completions and development Acquisitions and disposals Tenant support during COVID-19 Acquisition of interests in Shaftesbury PLC Investor relations Corporate strategy and value maximisation New business opportunities Capital allocation and key investment decisions Third-party interests Board and Committee composition and succession planning REIT compliance Tax policy Annual and half year results Monitoring of liquidity Covenant compliance and waivers Going concern and viability analysis Treasury and cash management Financing arrangements including launch of exchangeable bonds due 2026 and secured loan Group tax position and structure Stakeholders, Governance, Internal Controls and Risk Ensuring the safety of our people and other stakeholders during the COVID-19 pandemic Shareholder engagement Environmental, sustainability and community strategy, including establishment of Board ESC Committee and TCFD Risk appetite, and principal and emerging risks Health and safety, security risk and IT infrastructure Assessment and monitoring of Company purpose and culture External Board evaluation and action plan AGM and GM resolutions and voting Board and Committee composition Board Committees’ terms of reference and schedule of matters reserved for the Board Market and broker updates Appointment of corporate brokers and external auditors Dividends and share buybacks Budget and business planning Corporate policies Corporate insurance Internal audits Legal and regulatory updates LEADERSHIP STRUCTURE BOARD COMMITTEES The Board has established Audit, Remuneration, Nomination and ESC Committees to enable the Board to operate effectively and ensure a strong governance framework for decision-making. Each Committee has written terms of reference, which are reviewed annually. Minutes of all Committee meetings are made available to all Directors. The Committee Chairs attend the AGM to answer any questions on the Committees’ activities. A number of management committees support the business in delivering its strategy. The terms of reference of the Board and the Board Committees, and the statements of the responsibilities of the Chairman, Chief Executive and Senior Independent Director, are available from the Company. A summary of the role of each Committee is shown below, and the activity of each Committee during 2020 is described on pages 83 to 104. Collectively responsible for the long-term success of the Company. Management of strategy, leadership and risk. BOARD AUDIT COMMITTEE Oversees financial reporting Monitors internal controls, including risk management Monitors the impact of the COVID-19 pandemic on financial reporting Monitors internal and external auditors Further information can be found in the Audit Committee Report on pages 83 to 86, and Principal Risks and Uncertainties on pages 26 to 31. 78 REMUNERATION COMMITTEE Sets Remuneration Policy Sets remuneration and incentives for Executive Directors and designated senior management Approves annual performance objectives NOMINATION COMMITTEE Recommends Board appointments Board succession planning Reviews Directors’ skills, experience and independence Board evaluation BOARD ESC COMMITTEE Monitors implementation of ESC Strategy Monitors employee engagement and people matters Further information can be found in the Directors’ Remuneration Report on pages 90 to 104. Further information can be found in the Nomination Committee Report on pages 87 to 89. Further information can be found in the Responsibility Report on pages 58 to 73. Capco Annual Report & Accounts 2020 BUSINESS COMMITTEES EXECUTIVE RISK COMMITTEE DISCLOSURE COMMITTEE Executive management forum for review and discussion of risks, controls and mitigation measures Meets at least three times a year Monitors whether there is inside information within the business Ensures disclosure requirements are met and that appropriate records are maintained Meets bi-weekly GROUP SAFETY LEADERSHIP TEAM Provides Group-wide oversight of management and implementation of Capco’s Health and Safety Policy and management system Provides Group-wide oversight of the management of security risk Meets four times a year ENVIRONMENT, SUSTAINABILITY AND COMMUNITY EXECUTIVE COMMITTEE Reports on and co-ordinates sustainability, environmental management, community engagement and charitable activities Considers employee views and people initiatives Sets targets and objectives and monitors progress Meets at least three times a year COVID-19 STEERING GROUP Monitors corporate-level risks that are impacted by or newly arise as a result of COVID-19 Meets weekly Year of first appointment Independent Audit Committee Nomination Committee Remuneration Committee ESC Committee BOARD INDEPENDENCE Name Henry Staunton (Chairman) Ian Hawksworth (Chief Executive) Situl Jobanputra 2010 2010 2017 Michelle McGrath (appointed 26 February 2020) 2020 Charlotte Boyle Jonathan Lane Anthony Steains (SID) Gerry Murphy (retired 1 May 2020) Andrew Strang (retired 1 May 2020) 2018 2019 2016 2015 2010 Committee Chair N/A No No No Yes Yes Yes N/A N/A 50 per cent independent www.capitalandcounties.com 79 Financial statementsStrategic reportGovernance CORP ORATE GOVER NA N C E RE P O R T CO N TI NU E D ROLES OF BOARD MEMBERS The following table sets out the key responsibilities of Board members: Position Chairman Name Responsibilities Henry Staunton Leads the Board, ensures its effectiveness and sets its agenda. Ensures an effective link between shareholders, other stakeholders, the Board and management. Chief Executive Ian Hawksworth Develops the Company’s strategic direction, implements policies and strategies agreed by the Board and manages the business. Chief Financial Officer Situl Jobanputra Responsible for financial matters, and works closely with the Chief Executive in developing and implementing Group strategy and overseeing investment and transactions. Executive Director Michelle McGrath Responsible for investment, asset management, leasing and day to day operations. Supports the Chief Executive in implementing Group strategy and objectives. Non-executive Directors Charlotte Boyle, Jonathan Lane and Anthony Steains Constructively challenge the Executive Directors and monitor the delivery of the agreed corporate strategy within the risk and control framework set by the Board. All Directors have access to the advice and services of: Company Secretary Ruth Pavey Advises the Board on corporate governance matters and ensures a good flow of information within the Board and its Committees, and between senior management and the Non-executive Directors. Group Legal Director Alison Fisher Provides legal advice and guidance to the Board; reports on corporate services activities. OVERSIGHT OF CULTURE AND VALUES ENSURING AN EFFECTIVE BOARD Throughout the year, the Board monitors corporate culture and values to ensure that they are aligned with Company purpose and the delivery of corporate strategy, and are appropriately reflected across the business. The Board receives regular updates on HR matters and the Group’s people and community initiatives under the ESC strategy, and, with assistance from its Committees, reviews and moni- tors corporate policies. For example, the Remuneration Committee reviews the Group’s HR policies, the Audit Committee reviews policies relating to financial crime and internal controls, and the Nomination Committee reviews policies relating to equal opportunities and diversity. The Group has an independent whistleblow- ing hotline which can be used to raise concerns, and the Board would receive updates on any matters raised. This broad range of oversight allows the Board to monitor corporate culture effectively. The Board conducts an evaluation of its own performance and that of its Committees and Directors each year, to ensure that it continues to operate effec- tively and to identify potential areas for improvement. The Code recommends that companies undertake an externally facilitated board evaluation at least every three years. Capco undertook an externally facilitated evaluation in 2016, and elected to use an internal evaluation in 2019 due to the strategic matters that were under consideration during 2019. An externally facilitated evaluation was therefore under- taken in 2020. NJMD Corporate Services Limited (“NJMD”), which provides no other services to the Group, was engaged to undertake the facilitation. The Directors were each asked to complete a questionnaire covering all matters relat- ing to the performance of the Board, its Committees and its Directors, following which each participant was interviewed by NJMD with comments being noted on a confidential basis. A report was prepared by NJMD which concluded that the Board is effectively run and administered, with all Directors indicating a high degree of satisfaction with the performance and operation of the Company. The report made a number of recommendations and observations, which were considered by the Board and were accepted. Some of the agreed actions are shown on the next page. In addition, the Senior Independent Director conducted an appraisal of the Chairman’s performance which confirmed that, notwithstanding his tenure, Henry remains independent and continues to have the full confidence of the Board, and that the Directors are satisfied that he continues to commit sufficient time to the Company. The Chairman also under- took appraisals of the other Directors’ performance. It is expected that an internally facilitated Board evaluation will be undertaken in 2021. 80 Capco Annual Report & Accounts 2020 2020 BOARD EVALUATION The Company had previously committed to undertaking an externally facilitated evaluation in 2020 The Chairman and Company Secretary considered the approach to be taken and recommended that NJMD be engaged to undertake the evaluation The Nomination Committee approved the appointment of NJMD Each Director completed a questionnaire and structured interview with NJMD A report was prepared by NJMD and provided to the Board for consideration A NUMBER OF ACTIONS WERE AGREED ACTIONS FOR 2020 ◦ Ensure Board papers reflect increased focus on ◦ Review reporting of environmental, sustainability and Covent Garden governance matters to the Board PROGRESS ◦ The balance of Board reporting reflects the Company’s portfolio ◦ New Board ESC Committee established with oversight of environmental, sustainability and community matters ACTIONS FOR 2021 ◦ Review succession plans for both the Board and the Senior Management Team ◦ Keep culture and values under review to ensure that they reflect and remain consistent with the Company’s strategy ◦ Ensure effectiveness of workforce engagement mechanisms ATTENDANCE AT MEETINGS The table below shows Directors’ attendance at Board and Committee meetings held during 2020. In addition, the Group Legal Director attends each Board meeting and the Company Secretary attends each Board and Committee meeting. Regular Board updates were held between formal meetings. The Board ESC Committee was established in December 2020, and is expected to meet at least three times a year. Name Henry Staunton (Chairman) Ian Hawksworth (Chief Executive) Situl Jobanputra Michelle McGrath (appointed 26 February 2020) Charlotte Boyle Jonathan Lane Anthony Steains Gerry Murphy (retired 1 May 2020) Andrew Strang (retired 1 May 2020) Total meetings held during the year Board 14/151 15/15 15/15 14/14 15/15 15/15 14/151 1/1 1/1 15 Audit Remuneration Nomination – – – – 4/4 4/4 2/2 2/2 – 4 3/3 – – – 5/5 3/3 5/5 2/2 – 5 3/3 3/3 – – 3/3 3/3 3/3 1/1 – 3 1. The missed meeting was a second, short, procedural meeting held on the same day as an earlier meeting. Henry Staunton and Anthony Steains were unable to attend the later meeting due to clashes with prior commitments. www.capitalandcounties.com 81 Financial statementsStrategic reportGovernance CORP ORATE GOVER NA N C E RE P O R T CO N TI NU E D Our Non-executive Director Charlotte Boyle ensures the views of our employees are considered by the Board. As part of this engagement process, Charlotte attends the management level ESC Committee which provides a forum for employee views to be shared. CORPORATE WEBSITE Our corporate website allows visitors to access Company information, annual reports, results presentations and webcasts. The site also includes links to our division websites and contact details for shareholder queries. ANNUAL GENERAL MEETING Our 2021 AGM will be held on 11 May 2021. Due to the COVID-19 pandemic, to ensure the safety of our shareholders, it is currently expected that the 2021 AGM will be held as a closed meeting. Although shareholders will not therefore be permitted to attend our 2021 AGM in person, we would encour- age shareholders to submit any questions they may wish to have answered by sending an email to feedback@capitalandcounties. com or by calling +44 (0)20 3214 9170 and a response will be provided. Shareholders are advised to vote in advance of the meeting, prior to the proxy deadline. The Notice of Annual General Meeting will be issued to shareholders at least 20 working days before the meeting. Separate resolutions will be proposed on each issue and, in accordance with the Code, each Director will offer themselves for re-election. We publish the results of the votes on all resolutions on our website following the meeting. Shareholders are requested to check the Company’s website for the latest details concerning the 2021 AGM. COMMUNICATION WITH STAKEHOLDERS OUR POLICY The Board is keen to ensure that our share- holders and potential investors have a good understanding of Capco’s business and performance, and that Directors are aware of any issues and concerns that shareholders and other stakeholders may have so that these may be properly consid- ered by the Board. Communication with shareholders and other stakeholders Communication with the Company’s investors is a priority for the Board. The Company runs an extensive investor relations programme, and the Chief Executive, Chief Financial Officer and Head of Commercial Finance and Investor Relations hold meetings with institu- tional investors throughout the year, including results presentations, webcasts, roadshows, one-to-one meetings, indus- try conferences and investor tours. The Company’s major shareholders are encour- aged to meet with the Chairman and the Senior Independent Director to discuss any matters they may wish to raise. During 2020, Directors engaged with sharehold- ers on matters including the Company’s remuneration arrangements, the acqui- sition of interests in Shaftesbury PLC and the Chairman’s tenure. Shareholders‘ and stakeholders‘ views The Directors receive regular updates on the Company’s major shareholders’ and stakeholders’ views, and Board approval papers include a dedicated section on stakeholders. You can read more about the Company’s engagement with its stake- holders on pages 16 to 19. The Non-executive Directors are invited to attend the Company’s results presenta- tions. Private shareholders may raise ques- tions through the Company Secretary’s office either by telephone (+44 (0)20 3214 9170) or by email (feedback@capitaland- counties.com). CONFLICTS OF INTEREST AND TIME COMMITMENTS The Company’s Articles of Association permit the Board to authorise potential conflicts of interest that may arise. The Board has adopted a procedure under which Directors must notify the Chairman of any potential conflicts. The Chairman then decides whether a conflict exists and recommends its authorisation by the Board where appropriate. In cases where there is a potential conflict of interest, an appropriate protocol to be followed should the conflict of interest materialise is agreed. In addition, a Director who had a conflict of interest would not be counted in the quorum or entitled to vote when the Board considered the matter in which the Director had an interest. The interests of new Directors are reviewed during the recruitment process and, if appropriate, authorised by the Board on appointment. On appointment, and each subsequent year, Non-executive Directors are required to confirm in writing that they have suffi- cient time to devote to the Company’s affairs. In addition, they are required to seek prior approval from the Chairman before taking on any additional external commitments that may affect their time available to devote to the Company, and the Board is advised of any changes. The Board is satisfied that all Non-executive Directors are contributing effectively to the operation of the Board. 2018 UK CORPORATE GOVERNANCE CODE Other than as explained within this report, the Company has applied the principles and complied with the provisions of the 2018 UK Corporate Governance Code during 2020. DTR DISCLOSURE The disclosures required under DTR 7.2 of the Disclosure and Transparency Rules are contained in this report, and the Audit Committee and Nomination Committee Reports, except for information required under DTR 7.2.6, which is contained in the Directors’ Report on pages 105 to 106. 82 Capco Annual Report & Accounts 2020 AU DI T C O MMITTE E AUDIT COMMITTEE REPORT Effective oversight during a period of uncertainty. ANTHONY STEAINS, CHAIRMAN MEMBERS: ANTHONY STEAINS (CHAIRMAN) CHARLOTTE BOYLE JONATHAN LANE I am pleased to introduce Capco’s 2020 Audit Committee Report. I was appointed as Chairman of the Committee following Gerry Murphy’s retirement from the Board on 1 May 2020. I would like to thank Gerry for his work as Chairman of the Committee. The Committee continues to play a key oversight role for the Board, monitoring and reviewing all aspects of the Group’s financial reporting, internal controls and risk management procedures. This report provides an overview of the work undertaken by the Committee during 2020. The most significant topics consid- ered by the Committee during the year included the Group’s property valuations, the impact of the COVID-19 pandemic on the Company’s finances and reporting, including liquidity and going concern, the financing activities undertaken during the year, taxation and the accounting treatment of significant or complex corporate transac- tions, particularly the acquisition of share- holdings in Shaftesbury PLC and the share buyback undertaken in the first half of the year. In considering each of these matters, the Committee appropriately challenged management and the Company’s advisers to ensure that the accounting treatment and assumptions were robust. The Committee also reviewed the Company’s risk and viabil- ity statement disclosures before they were recommended to the Board. www.capitalandcounties.com During the year, the Committee contin- ued to closely monitor and review best practice governance recommenda- tions in relation to the external audit function. As we reported last year, PricewaterhouseCoopers LLP (“PwC”) were reappointed as the Group’s external auditor following a tender process under- taken in 2019, and a new audit partner led the 2020 audit. The transition of the audit partner has gone well, with signifi- cant upfront involvement and appropriate challenge throughout the year, especially in light of the accounting implications of COVID-19, including impairment of rent receivables, investments in Shaftesbury PLC, financing transactions and the going concern assessment. As a result of the lock- downs, the Capco and PwC teams were both working from home for significant parts of the year and audit reviews were conducted remotely. Finally, following consideration of the matters reviewed during the year and the Group’s principal risks, the Committee concluded, and made a recommenda- tion to the Board that, taken as a whole, the Annual Report and Accounts are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company’s position, perfor- mance, business model and strategy. ANTHONY STEAINS CHAIRMAN 8 March 2021 The Audit Committee, reporting to the Board, oversees the financial reporting process, monitors the effectiveness of inter- nal control, internal audit, risk manage- ment and the statutory audit and monitors the independence of the statutory auditors and the provision of non-audit services. As at 31 December 2020 and the date of this report, the Committee comprises three independent Non-executive Directors and is chaired by Anthony Steains who is considered to have significant recent and relevant financial experience. The Board believes that the Committee as a whole has competence in real estate matters. The Committee’s meetings were also attended by the Company’s Chairman, Executive Directors, Company Secretary and Group Financial Controller, together with senior representatives of the external and internal auditors. The valuers and members of senior management, including the Interim Head of Tax, attended meetings by invitation to present reports required for the Committee to discharge its responsibilities. The Audit Committee met four times during 2020. One of the meetings was to consider the audit tender proposals. Attendance at these meetings is shown in the table on page 81. The Committee also met privately during the year with both the external and internal auditors. 83 Financial statementsStrategic reportGovernance AUDIT COMMITT EE CO N TI N UE D The Committee follows an annual programme, which is agreed with the Committee Chair, management and external auditors prior to each financial year, and ensures it gives thorough consideration to matters of particular importance to the Company, and additional matters are considered when appropriate. The Committee’s agenda over the past 12 months, and the significant matters considered by the Committee during the year are set out below. The Company was not subject to any FRC reviews during 2020. THE AUDIT COMMITTEE OVER THE PAST 12 MONTHS Regular meeting items August 2020 meeting November 2020 meeting March 2021 meeting Report from Group Financial Controller Interim results announcement Liquidity forecasting Going concern Non-Audit Services Policy and Committee Terms of Reference 2020 Audit Plan Accounting treatment of significant transactions Accounting standards and policies Property valuations External auditor report Risk management review Regulatory update Internal auditor report Tax update Alternative performance measures Effectiveness and independence of external auditor Internal controls Viability statement review Corporate governance policies, Non-audit Services Policy and Committee terms of reference 2021 Internal Audit Plan Going concern assessment Preliminary results, Annual Report, Viability Statement and Management Representation Letter Determining and recommending to the Board that the Annual Report taken as a whole was fair, balanced and understandable Effectiveness of internal audit SIGNIFICANT ISSUES CONSIDERED BY THE COMMITTEE IN 2020 Matter considered What the Committee did Valuations Accounting for Shaftesbury PLC related transactions Recoverability of rental receivables, deferrals and tenant lease incentives Going concern As in previous years, the independent external valuers presented the year end and half year valuations to the Committee. The Committee reviewed the valuation process and component parts of the valuations, discussed the valuations with the external auditors and challenged the valuers on the assumptions used. The Committee also advised the Board on the independence of the valuers and obtained confirmation that management had provided all requested information. The Committee was satisfied that the approach taken by the valuers was appropriate. Further information can be found in note 14 on pages 144 to 146 of the notes to the financial statements. As in previous years, the Committee received updates from the Group Financial Controller on significant and complex transactions at each meeting. With regard to each transaction, such as the acquisitions of shareholdings in Shaftesbury PLC and the subsequent £400 million capital raised against the investment, the Committee discussed the accounting treatments with management and the external auditors and is satisfied that the appropriate approach has been taken. The Committee received updates from the Group Financial Controller on the accounting treatment for rental income support provided to tenants as a result of the impact of COVID-19, which has included rent deferrals, rent free periods and other arrangements, depending on the position of each tenant. Due to the support provided, and overall implications of COVID-19 on tenants, the methodology adopted and rationale for judgements made in assessing the expected credit loss on recoverability of rent receivables, deferrals and tenant lease incentives at the balance sheet reporting date was also reported by the Group Financial Controller. Due to the material impact on net rental income of i) the accounting treatment for derecognition of initial direct costs when entering into lease modifications and ii) the impairment of tenant lease incentives in respect of those tenants in administration or in severe financial difficulty, a proposal was put forward for these items to be adjusted from the underlying earnings alternative performance measure. The Committee discussed the accounting treatment and the proposed changes to the alternative performance measure with management, and satisfied itself that the treatment was appropriate. The Committee also reviewed and assessed the assumptions used in calculating the expected credit loss for rents receivable and tenant lease incentives and the overall levels of impairment provision. The Committee also discussed the approach with the external auditors and is satisfied that the approach taken has been appropriate. The Committee received updates from the Group Financial Controller on the liquidity forecast and going concern assessment for the Group at both the August and March meetings where a detailed analysis on both a base case and a severe but plausible downside had been performed to reflect the ongoing impact of COVID-19 on the Group. The proposed Going Concern disclosures for inclusion in the interim and annual results were tabled at each meeting. In approving the year-end accounts, the main area of focus for the Going Concern review was on the headroom on the Covent Garden interest cover covenant during the Going Concern period to 30 June 2022, where covenant waivers were not in place. The Committee challenged the key assumptions assumed in the severe but plausible downside scenario to ensure sufficient headroom was maintained on covenants during the Going Concern period. The proposed disclosure was also reviewed by the Committee to ensure it fully reflected the key assumptions, including discussion with the external auditors. The Committee is satisfied that it is appropriate to continue to adopt the Going Concern basis of accounting. This information can be found in note 1 on page 123 of the notes to the financial statements. 84 Capco Annual Report & Accounts 2020 EXTERNAL AUDITORS COMMITTEE RESPONSIBILITIES The Committee oversees the relation- ship with PricewaterhouseCoopers LLP (“PwC”), the external auditors, and is responsible for developing, implement- ing and monitoring the Company’s policy on external audit, and for monitoring the auditors’ independence, objectivity and compliance with ethical, professional and regulatory requirements. PwC were first appointed as external auditors of the Company in 2010, and were reappointed in 2020 following a tender process. The external auditors are not permitted to perform any work that they may subse- quently need to audit or which might either create a conflict of interest or affect the auditors’ objectivity and independence. ACCESS TO COMMITTEE The external auditors have direct access to the Audit Committee Chairman should they wish to raise any concerns outside formal Committee meetings. EFFECTIVENESS OF AUDITORS Following the reappointment of PwC as the external auditor in January 2020, the Committee continued to monitor PwC’s effectiveness and performance during the remainder of 2020, and considered a paper prepared by the Group Financial Controller which confirmed that in management’s view PwC were providing an independent and good-quality audit service and contin- ued to deliver against all services considered at their appointment. Matters considered in reaching this conclusion included audit partner rotation (which occurred at the start of 2020), continuity of audit team, commit- ment to understanding the Group’s business and transactions, the level of technical chal- lenge on the Group’s accounts and account- ing policies, and the segregation of work between audit and non-audit services teams. The Committee further considered a number of areas where the auditors had challenged the accounting treatment proposed by management, and the resolutions reached, and concluded that the service provided by the external auditors during 2020 was independent and objective, that they were able to challenge management where appro- priate, and that the Group’s audit was robust and objective. A key area of challenge from the external auditors during the year has been on the accounting treatment of, and disclosures relating to, the impact of COVID-19. Due to the implications of COVID-19 on accounting for tenant support as lease modifications, recoverability of rental receivables, deferrals and tenant lease incentives and the implications on going concern, upfront discussions have occurred between management and the external audi- tors to ensure the appropriate accounting and disclosure requirements have been met. THE STATUTORY AUDIT SERVICES FOR LARGE COMPANIES MARKET INVESTIGATION (MANDATORY USE OF COMPETITIVE TENDER PROCESSES AND AUDIT COMMITTEE RESPONSIBILITIES) ORDER 2014 – STATEMENT OF COMPLIANCE The Company confirms that it complied with the provisions of the Competition and Markets Authority’s Order for the financial year under review. NON-AUDIT SERVICES Non-audit services are normally limited to assignments that are closely related to the annual audit or where the work is of such a nature that a detailed understanding of the Group is necessary. The Company has adopted a Non-Audit Services Policy that is consistent with the FRC’s current Ethical Standard. The purpose of the policy is to ensure that the provision of non-audit services by the external auditors does not compromise their independence or objectivity. A number of non-audit services, which reflect the FRC’s list of prohibited non-audit services, are prohibited under the policy. The policy requires the Audit Committee Chairman to approve in advance any non-audit work with a cost exceeding £75,000 for work related to the interim review or, for other projects, the lower of £50,000 or 15 per cent of the estimated annual level of the auditors’ fees at that time. From the start of the year, unless an exemption has been obtained from the FRC, the total value of non-audit services in a financial year must not exceed 70 per cent of the average of the fees paid to the external auditors in the last three consecu- tive years for the audit of Capco, its Group undertakings and joint ventures. Services below this limit are pre-approved by the Audit Committee under the policy, subject to the non-audit services falling within a permitted category, consid- eration and approval by an Executive Director. Approval is only given follow- ing a full and thorough assessment of the value case for using the auditors, the skills and experience the auditors would bring and determination that the auditors are the most suitable provider of the service. Non-audit services commissioned by an Executive Director are reported to the Audit Committee. Additionally, consideration must be given to the preservation of auditor inde- pendence; and in advance of providing permitted non-audit services the external auditors are required to report that they are acting independently, that provision of the non-audit services to be provided is not prohibited and does not impair their objectivity and that they are not: ◦ Auditing their own work ◦ Making management decisions for the Company, or playing any part in such decisions ◦ Creating a mutuality of interest ◦ Being remunerated via a contingent success fee ◦ Developing close personal relationships with the Company’s personnel ◦ Acting in the role of advocate for the Company ◦ Providing recruitment services ◦ Providing remuneration advice ◦ Providing services linked to the financing, capital structure and allocation and investment strategy of the Company, except for providing assurance services on the same The Non-Audit Services Policy was reviewed and updated during the year to ensure it remained in alignment with the revised Ethical Standard. The policy was updated to detail permitted and prohib- ited non-audit services. Following a review of the updated Non-Audit Services Policy, the Committee is satisfied that the policy is operating effectively. The total fees paid and payable to PwC in 2020 were £625,000, of which £65,000 related to non-audit work (2019: £2,070,000 of which £1,759,000 related to non-audit work). The increase in the statutory audit fee reflects the additional work performed during the year for key audit matters including going concern and impairment of rent receivables. The significant levels of non-audit work in 2019 resulted from assurance services in connection with the previously contem- plated demerger and the disposal of the Earls Court interests. www.capitalandcounties.com 85 Financial statementsStrategic reportGovernance AUDIT COMMITT EE CO N TI N UE D PwC were selected over direct engagement of another service provider or a tender for this undertaking due to their detailed knowledge and understanding of the business. Non-audit work during 2020 relates to the interim review and agreed upon procedures related to the verifica- tion of share scheme performance outcomes and other assurance services. The total fees for non-audit services represented 10 per cent of the total audit fees payable for the year (2019: 85 per cent). The total fees paid and payable to PwC in 2020 and 2019 are set out in the table below. Deloitte LLP acted as reporting accountants in relation to the Class 1 Circular issued during 2020. FEES FOR NON-AUDIT SERVICES Total fees paid to PwC Non-audit fees INTERNAL AUDITOR INTERNAL AUDIT PLAN BDO LLP (“BDO”) has been appointed to act as Capco’s internal auditor. During 2020, BDO’s audit plan included reviews of property management activities at Covent Garden, health and safety at Covent Garden, lease renegotiations at Covent Garden, insurance, expenses, treasury, cash manage- ment and bank covenants, procurement and accounts payable. No significant issues were raised during the reviews. During 2021, it is expected that the audit plan will include reviews of human resources and talent management, corporate governance, IT controls, contract management, payroll, service charge, business continuity, financial management and budgetary control, legisla- tive and regulatory compliance. COMMITTEE RESPONSIBILITIES The Committee reviews the work of the internal auditor, the audit plan, any matters identified as a result of internal audits and whether recommendations are addressed by management in a timely and appropri- ate way. The Committee is satisfied that the internal auditor continues to be independ- ent and its services remain effective. ACCESS TO THE COMMITTEE The internal audit partner has direct access to the Audit Committee Chairman should they wish to raise any concerns outside formal Committee meetings. The Committee meets with the internal audi- tor at least once per year without manage- ment being present. INTERNAL CONTROL AND RISK MANAGEMENT RISK MANAGEMENT The Board has overall responsibility for the Group’s risk management frame- work and system of internal control, and the ongoing review of their effectiveness. It also determines the risk appetite of the Group and regularly reviews emerging and principal risks and uncertainties. The framework is designed to manage rather than eliminate risk, and can only provide reasonable, and not absolute, assurance against material misstatement or loss. The Board has delegated responsibility for the review of the adequacy and effectiveness of the Group’s internal controls relating to risk to the Committee, and the Committee reviews the controls relating to risks and the proposed principal risk disclosures. A description of the Group risk management framework and the review undertaken during the year is set out on page 24. VIABILITY STATEMENT As part of its work in reviewing the Group’s financial statements, the Committee reviewed the methodology for the preparation of the viability statement including the principal risks, supporting analysis, qualifications and assumptions to be disclosed. The viability statement can be found on page 32. INTERNAL CONTROLS The Audit Committee monitors and reviews the effectiveness of the Group’s internal controls and reports regularly to the Board on its work and conclusions. In reviewing the effectiveness of the Group’s internal controls, the Committee considers reports provided by the Group Financial Controller, external auditors and internal auditor. No significant fail- ings or weaknesses were identified in the review process. Details of the Group’s internal controls are set out below: Day-to-day procedures and internal control framework ◦ Schedule of matters reserved for the Board 2020 2019 £625,000 £2,070,000 £65,000 £1,759,000 ◦ Remit and terms of reference of Board Committees ◦ Delegated authority limits ◦ Documentation of significant transactions ◦ The Executive Directors are closely involved in the day-to-day operations of the business and hold regular meetings with senior management to review aspects of the business, including risks and controls ◦ Regular Board updates on strategy and project developments ◦ A Whistleblowing Policy and hotline under which staff may raise matters of concern confidentially. No calls were received during the year Specific controls relating to financial reporting and consolidation process ◦ Appropriately staffed management structure, with clear lines of responsibility and accountability ◦ A comprehensive budgeting and review system. Board and Audit Committee updates from the Chief Financial Officer which include forecasts, performance against budget and financial covenants ◦ Led by the Chief Executive, the Group Finance team participates in the control self-assessment and policy compliance elements of the risk management framework and sets formal requirements for each finance function, which specify the reports and approvals required ◦ BDO conducts regular audits of the Group’s financial control procedures and reports its findings to the Audit Committee The Committee is satisfied that the Group’s internal controls are operating effectively and that systems are in accord- ance with prevailing FRC guidance. 86 Capco Annual Report & Accounts 2020 NOMIN A TION C OMMIT TEE NOMINATION COMMITTEE REPORT Ensuring an effective Board to deliver the Company’s strategy. HENRY STAUNTON, CHAIRMAN MATTERS CONSIDERED BY THE COMMITTEE DURING 2020 INCLUDED: ◦ Board and Committee composition, including establishment of Board ESC Committee ◦ 2018 UK Corporate Governance Code ◦ Succession planning ◦ Diversity at Board level and across the Company ◦ Externally facilitated Board evaluation ◦ Directors’ skills, experience and training opportunities ◦ Directors’ time commitments and independence ◦ Committee terms of reference MEMBERS: HENRY STAUNTON (CHAIRMAN) IAN HAWKSWORTH CHARLOTTE BOYLE JONATHAN LANE ANTHONY STEAINS I am pleased to introduce Capco’s 2020 Nomination Committee Report. Following a review of our Board and Committees, we implemented a number of changes in the first half of 2020 to ensure that the structures were appropriate for Capco as it established itself as a central London focused REIT. We welcomed Michelle McGrath, who joined Capco from UBS in 2014 and had undertaken a number of roles within the business, most recently as Director of Covent Garden, as an Executive Director of the Company in February 2020. Andrew Strang and Gerry Murphy retired at the 2020 AGM. Anthony Steains became Chair of the Audit Committee and Senior Independent Director, and Jonathan Lane and I joined the Remuneration Committee. I am delighted to report that, despite the challenges brought by the COVID-19 pandemic, the new, compact Board has operated effectively during the year, and this was recognised in the findings of our externally facilitated Board evaluation. During the year, recognising the impor- tance of ESC matters, the Board estab- lished a new Board ESC Committee, chaired by Charlotte Boyle, to oversee the management of Capco’s new ESC strategy. The Committee recommended that all the independent Non-executive Directors and the Chief Executive serve on this impor- tant new Board Committee. Having agreed to Chair the Board ESC Committee, Charlotte Boyle will step down as Chair of the Remuneration Committee following our 2021 AGM, and Jonathan Lane will become Chairman of that Committee. I am pleased that Charlotte will continue as a member of the Remuneration Committee, which benefits greatly from her experience and perspec- tive. Charlotte has also agreed to be the Non-executive Director with responsibil- ity for reporting to the Board on employee perspectives, and attends the management ESC Committee in this capacity. Diversity continues to be a focus for Capco and we hugely value the benefits of a diverse workforce. Diversity covers many character- istics, and we consider these as a whole, with 43 per cent gender and ethnic diversity on our Board, an increase from 20 per cent in 2019. When making future appointments to the Board, the Committee will be mindful of its commitment further to increase its diversity. All the Directors will be seeking re-election at the forthcoming AGM. Prior to recommend- ing my own reappointment to the Board, the Senior Independent Director engaged with the Company’s largest shareholders and led the other Directors in considering my proposed reappointment, as I have served on the Board for more than nine years. Whilst no firm decision has been taken, with the support of the Board, I intend to continue as Chairman until 2022 in line with previous guidance. However, the Board intends to begin a search for my successor during 2021. In 2021, the Committee will continue to monitor Board composition, skills, expe- rience and diversity, to ensure that the Board continues to be positioned to deliver Capco’s strategy, as we start to reopen the Covent Garden estate following the chal- lenges brought by the pandemic. HENRY STAUNTON CHAIRMAN 8 March 2021 www.capitalandcounties.com 87 Financial statementsStrategic reportGovernance NOMINATION CO MMI TTE E C O NT IN U ED The Nomination Committee has respon- sibility for making recommendations on Board appointments and succession to the Board. The members of the Committee as at 31 December 2020 and the date of this report are listed in the box on the previous page. The Nomination Committee met three times during the year, and attendance at these meetings is shown in the table on page 81. BOARD COMPOSITION AND SUCCESSION The Committee regularly considers Board composition and succession planning for both Executive and Non-executive Directors and makes recommendations to the Board where appropriate. In consid- ering Executive Director succession, the Board’s strategy is to consider both inter- nal and external candidates, whilst aiming to develop a choice of internal potential successors. The focus of Non-executive Director succession planning is to ensure that the Board and its Committees continue to have the right mix of skills and experience to deliver Capco’s strategy. A summary of Directors’ core skills and expe- rience is shown in the table on page 89. Chairman’s tenure Henry Staunton was appointed as Chairman of the Company in 2018, having first been appointed as a Non-executive Director in 2010. Cognisant of the requirement under the 2018 UK Corporate Governance Code that a chair should not remain in post beyond nine years from the date of their first appointment to the board, the Board and Nomination Committee gave regular consideration to the Chairman’s tenure during 2020. The Senior Independent Director also engaged with the Company’s largest shareholders on the Board’s inten- tions regarding Chair succession. The Company is establishing itself as a central London focused REIT following the disposal of the Earls Court business in late 2019. In addition, the COVID-19 pandemic has created a particularly challenging trad- ing environment, and the Board feels that it is sensible to ensure there is stability in the Company’s leadership as the market recovers. There have also been substantial changes to the Capco Board in the past two years and the Board wishes to ensure that appropriate continuity is maintained. During the year the Senior Independent Director conducted a review of the Chairman’s performance, and the topic was also considered during the external Board evaluation conducted during the year. These discussions confirmed that Henry remains independent, demon- strates objective judgement, and contin- ues to have the full support of the Board. The Board therefore concluded that, in light of the circumstances outlined above, although no firm decision has been taken, it would be in the best interests of the Company, its shareholders and other stakeholders for Henry to continue to serve as Chairman until 2022, in line with the previous indication provided. The Board intends to start the search for a new Chair during the course of 2021. Establishment of Board ESC Committee and change to Remuneration Committee Chair Recognising the importance of ESC matters, and aware that Capco intended to launch a new ESC strategy, a new Board ESC Committee was established in late 2020 to oversee the management of Capco’s new ESC strategy. The Committee is chaired by Charlotte Boyle, and initially also comprised Ian Hawksworth and Anthony Steains. The Committee subse- quently determined that it would be appropriate for all the independent Non-executive Directors to serve on this important new Board Committee, and so Henry Staunton and Jonathan Lane were appointed as members of the Committee in February 2021. It has been agreed that, in light of her roles as Chair of the Board ESC Committee, and the Non-executive Director designated to report to the Board on employee views, Charlotte Boyle will step down as Chair of the Remuneration Committee follow- ing our 2021 AGM, and Jonathan Lane will become Chairman of that Committee. Charlotte will continue to be a member of the Remuneration Committee. Director recruitment Capco operates a rigorous and transparent recruitment process for new Directors, which is summarised above. DIRECTOR INDUCTION An induction programme is provided for each new Director, which is tailored depend- ing on the individual’s experience and expected role on the Board. A typical induc- TYPICAL DIRECTOR RECRUITMENT PROCESS Nomination Committee considers Board composition and determines desired skills and experience A person specification is prepared A shortlist of executive search firms is prepared and a selection process followed A list of candidates is identified The Chairman and Chief Executive meet with shortlisted candidates and provide feedback to the Committee All Directors and the Company Secretary are given the opportunity to meet the preferred candidate The Committee makes a formal recommendation to the Board tion programme for a Capco Non-executive Director will include individual meetings with the Chairman, Executive Directors, Company Secretary and members of senior management, site tours with management, and meetings with the Company’s brokers, advisers and lawyers. The Director is also provided with copies of past Board and Committee papers and minutes, and indi- vidual briefings are arranged on topics such as Directors’ duties and responsibilities, remuneration structure and regulations and the property market. During the year a tailored induction was provided to Michelle McGrath who was appointed as an Executive Director in February 2020. DIRECTOR DEVELOPMENT The Chairman and the Committee together ensure that Directors keep their skills and knowledge up to date to allow them to fulfil their roles on the Board and Board Committees. The Group Legal Director and Company Secretary regularly update the Board on legal and corporate governance matters, and information on 88 Capco Annual Report & Accounts 2020 The composition of the Board will be kept under review to ensure that the best balance of skills and experience is main- tained, and the effectiveness of the Board Diversity and Inclusion Policy will be monitored by the Nomination Committee. We are proud that we have strong representation from female employees across the business. Over 60 per cent of our workforce, and a similar proportion of our senior management, is female; a great achievement, which has been recognised by the Hampton-Alexander report on FTSE Women Leaders. Capco is supportive of employee devel- opment, including those who wish to seek Non-executive roles elsewhere, and provides development opportunities, including executive coaching and mentor- ing from our Non-executive Directors. We regularly review our employment policies to ensure we are an inclusive employer, and intend to continue to build on our diverse and inclusive culture, attracting and engag- ing talented individuals from different backgrounds. It is hoped that such initia- tives will help develop the next generation of Board members either within Capco or in the wider business world. Capco supports a number of initiatives which promote diversity across the prop- erty industry, and we encourage all our employees to get involved. During the year, as part of its review of Board diver- sity, the Committee reviewed the Group’s diversity policies, and received an update on the diversity initiatives supported by the Company which include Real Estate Balance (where one of our employees is co-chair of the NextGen Committee), the RICS Inclusive Employer Quality Mark, the Employers’ Network for Equality & Inclusion, the Reading Real Estate Foundation and the Pathways to Property work experience programme. Capco also participates in the BPF Futures programme, the BPF Diversity and Inclusion Champions network and the Urban Land Institute Next and Young Leaders Programmes. More information on Capco’s people practices and diversity initiatives, including our policies that make Capco a more inclusive employer, can be found on pages 68 to 70 of the Responsibility Report. SUMMARY OF DIRECTORS’ SKILLS AND EXPERIENCE Director Skills and experience Henry Staunton Financial and commercial management Ian Hawksworth Situl Jobanputra Global real estate investment and development. Corporate leadership and management Corporate finance, capital markets, investment, and commercial and financial management Michelle McGrath Commercial, leasing and asset management, investment and capital markets. Day to day operations and estate management. Charlotte Boyle Commercial and business leadership, with a particular focus on people, talent, succession and employee engagement. Jonathan Lane Real estate investment Anthony Steains Corporate finance and Asian markets CAPCO’S DIVERSITY IN FIGURES Gender and ethnic diversity of Board Gender diversity of senior management Gender diversity of senior management and direct reports Capco Board 43 per cent 62 per cent 44 per cent training opportunities and seminars is circulated to Directors. The Company also arranges periodic briefings from exter- nal advisers, and Directors receive regu- lar business updates from the Executive Directors. Directors may also take inde- pendent advice at the Company’s expense where they feel this is appropriate. SUCCESSION PLANNING BELOW BOARD LEVEL The Committee ensures that appropriate succession plans are in place for both Board and senior management positions. DIVERSITY AND INCLUSION Capco embraces diversity as a business. Diversity covers many characteristics, and we consider these as a whole. The Board recognises that diversity of experience and perspective can bring benefits across the business. Capco’s Board Diversity and Inclusion Policy aligns with the Committee’s aim of ensuring that the Board has the right mix of skills and experience to deliver Capco’s strategy, and properly reflects the Board’s view of the benefits of diversity. The Board Diversity and Inclusion Policy states that, when considering the nomi- nation of new Directors, the Nomination Committee will evaluate the balance of skills, knowledge and experience on the Board, to establish the particular skills, experience and aptitudes desirable for that appointment. Such evaluations will pay particular attention to the merits of diversity, including diversity of gender, race, age and background. Capco has a great level of diversity on our Board, particularly amongst our Executive Directors. This diversity, is summarised in the adjacent table. The Board remains committed to encouraging diversity and intends that its composition will continue to become more reflective of the diversity across Capco’s business over time. The Board Diversity and Inclusion Policy does not include targets for gender or other characteristics; however, in conducting searches, Capco will only use executive search firms that are signatories to the Voluntary Code of Conduct for Executive Search Firms, and will require diverse candidate shortlists, from which appoint- ments will be made on merit. The Board believes that diverse shortlists increase the likelihood of identifying the best candi- dates for each appointment. www.capitalandcounties.com 89 Financial statementsStrategic reportGovernance DIR ECTORS’ RE MUN E RA TION R E PO R T DIRECTORS’ REMUNERATION REPORT Listening to shareholders. CHARLOTTE BOYLE, CHAIR OF THE REMUNERATION COMMITTEE ANNUAL STATEMENT Dear Shareholder, I am pleased to introduce the Directors’ Remuneration Report for 2020. As for many businesses, 2020 was an extremely challenging year due to the impact of the COVID-19 pandemic on all Capco’s activities. The Remuneration Committee would like to thank the Executive Directors and all our employees for their proactive and dedicated approach to managing the impact on our business. The Covent Garden estate was kept safe and ready to welcome shoppers and visi- tors in a responsible way, when restrictions allowed, and alongside this the business continued to focus on its strategy to deliver long-term value creation centred around the estate and maintaining a strong balance sheet. Particular achievements in the year included making a significant investment in Shaftesbury PLC, generat- ing significant disposal proceeds on the sale of the Wellington block, strengthen- ing the balance sheet through successful funding activities, achieving further oper- ating efficiencies, and keeping our employ- ees motivated and aligned throughout the disruptions of the year. The Committee recognises and appreciates the Executive Directors’ efforts and achievements during the year, however it has ensured that its decision-making is aligned with all our stakeholders. The decisions taken by the Committee have therefore been made in the context of the Company’s financial performance, providing alignment with the shareholder experience. MATTERS CONSIDERED BY THE COMMITTEE OVER THE PAST YEAR INCLUDE: ◦ Executive Director and senior management remuneration ◦ Institutional investor voting reports and voting at 2020 AGM ◦ Engagement with shareholders to understand reasons for votes against the 2019 Directors’ Remuneration Report and Remuneration Policy ◦ Proposed amendments to operation of approved Remuneration Policy, including introduction of post-cessation shareholding requirements and changes to required deferral of annual bonus ◦ Impact of COVID-19, and how this should be reflected in remuneration decisions ◦ Tender of remuneration adviser position and appointment of new remuneration adviser ◦ Legislative and regulatory developments ◦ Investor body guidelines ◦ 2020 Directors’ Remuneration Report ◦ Committee terms of reference ◦ Remuneration across the Group and review of workforce policies ◦ Setting, and evaluation, of performance against Executive Directors’ performance targets ◦ Share scheme awards and performance targets ◦ Directors’ shareholdings and ownership requirements ◦ Chairman’s remuneration ◦ Chairman’s and Chief Executive’s expenses MEMBERS: CHARLOTTE BOYLE (CHAIR) HENRY STAUNTON JONATHAN LANE ANTHONY STEAINS 90 Capco Annual Report & Accounts 2020 Capco’s new Remuneration Policy was approved at the Company’s 2020 AGM with 70 per cent support. The 2019 Report on Remuneration was not approved by shareholders, reflecting in particular decisions made relating to the disposal of Earls Court in 2019. Following the AGM the Chairman and I have actively engaged with shareholders representing over 80 per cent of the share register to understand their concerns with both the 2019 Report on Remuneration and the Remuneration Policy. There was general understand- ing that, whilst a number of shareholders were unable to support the 2019 Report on Remuneration, the remuneration deci- sions taken in 2019 were specific to the stra- tegic actions taken in 2019. Shareholders welcomed the opportunity to discuss these past decisions and the overall engagement process and the Chairman and I valued their feedback. It was evident from the focus of the discussions that some shareholders wanted to see changes to certain aspects of the new Policy. As a result we have subse- quently agreed some important changes to the operation of the Policy. I would like to thank our shareholders for their engage- ment as well as the Executive Directors for agreeing to these changes. It was clear from our discussions that the Executive team are highly regarded by shareholders. Details of the main remuneration decisions taken by the Committee are set out below. COVID-19 PANDEMIC – A PROACTIVE AND RESPONSIBLE APPROACH Capco took a proactive and responsible approach to the COVID-19 pandemic and worked with our tenants, service provid- ers and other stakeholders to ensure the Covent Garden estate was safe and ready to reopen when restrictions allowed. Capco has not received any direct business support from the government and has not made use of the government’s furlough scheme. It has not been necessary to make any employees redundant as a result of the pandemic and an active decision was made not to reduce any employees’ salaries. In addition, Capco encouraged our main service providers to continue to employ staff, redeploying them to other roles, where possible. Capco paid the final 2019 dividend in May 2020 as planned, and returned £12 million to shareholders through share repurchases in the early part of 2020. However, in view of deteriorating market conditions and an uncertain outlook, the decision was taken to cancel the share buyback programme and suspend the payment of dividends, reflecting that a prudent approach to the balance sheet was in the interests of all our stakeholders. OPERATION OF APPROVED REMUNERATION POLICY The Committee has decided to make the following changes to the operation of the approved Remuneration Policy, with the agreement of the Executive Directors, until a new Policy is introduced, which is likely to be at the 2023 AGM. These changes are: ◦ Introduction of a post-cessation shareholding requirement: A new post-cessation shareholding requirement has been introduced at the level of 200 per cent of salary for all Executive Directors, capturing the 2021 annual bonus and all Performance Share Plan awards made from 1 January 2021. The consistent level for all Executive Directors reflects the fact that each Director receives the same level of award under the Performance Share Plan, and is felt to be a sufficiently large number to impact behaviours appropriately without being unduly restrictive or punitive. ◦ Increase to deferral of annual bonus: The level of bonus deferral has been increased such that 40 per cent of the whole bonus will be deferred. Under the Policy as approved, only bonus earned in excess of 100 per cent of salary was to be deferred. ◦ The 2020 Recruitment Policy: The Remuneration Committee undertakes that the maximum bonus awarded to new recruits will be 150 per cent of salary, in line with the Remuneration Policy for Executive Directors, rather than the higher limit permitted under the approved Remuneration Policy. ◦ Performance Share Plan comparator group: The comparator group under the Performance Share Plan will be widened from seven companies to all 19 FTSE 350 REITs. This reflects the loss of Intu Properties plc and the fact that Capco is now the largest shareholder in Shaftesbury PLC. These changes are in addition to those already introduced under the new Remuneration Policy, which included the reduction of the Performance Share Plan grants for the Chief Executive and Chief Financial Officer from 350 per cent of salary to 300 per cent of salary, and implementation of a voluntary reduction in their pension allowances from 24 per cent to the workforce rate of 15 per cent by the end of 2022. The Committee has also improved its disclosure of annual bonus targets. The 2020 targets are set out on page 98 and targets will be disclosed at the end of each financial year, to the extent that they are no longer commercially sensitive, rather than a year in arrear. The Committee believes that these amend- ments to the operation of the approved Remuneration Policy have addressed the concerns raised by shareholders. Overall, the policy continues to support the delivery of appropriate, proportional outcomes that are aligned with share- holder returns and incentivises balanced decision-making to deliver the corporate strategy. Importantly, the policy aligns with the Company’s corporate culture, with every employee eligible to participate in the Annual Bonus Scheme and pension arrangements and to receive annual awards under the Performance Share Plan. PERFORMANCE MEASUREMENT IN 2020 AND VARIABLE REMUNERATION OUTCOMES 2020 Annual bonus Whilst the personal performance of Capco’s Executive Directors and employ- ees was extremely strong in 2020, includ- ing the strategic investments and disposals and financing initiatives referenced above, the Company’s financial performance was impacted by the COVID-19 pandemic. Total shareholder return for the year was -44.3 per cent and Underlying Earnings per Share were -0.7p. As a result the threshold targets for the financial performance meas- ures under the Annual Bonus Scheme, which were set prior to the pandemic, were not met. www.capitalandcounties.com 91 Financial statementsStrategic reportGovernance DIR ECTORS’ REMUN E RA TION R E PO R T C O NT I N U ED The Committee assessed the non-finan- cial performance objectives of each of the Executive Directors during the year and the outcomes are shown on page 98. The results and the Committee’s sepa- rate assessment is that all three Executive Directors performed exceptionally well in challenging circumstances, leading and navigating the business through the year, protecting the interests of the Company and its stakeholders and successfully implementing a number of operational, financial and strategic objectives. In response to the challenges of COVID-19 their actions were focused on safeguard- ing employees, supporting customers and protecting shareholders’ interests, ensur- ing that the Company and the estate are positioned strongly for the future. This performance means that each Executive Director would ordinarily have been awarded a bonus close to the maximum amount in respect of the non-financial target element (under which up to 37.5 per cent of salary is payable). However, whilst recognis- ing the Executive Directors’ efforts and their commitment and achievements against their non-financial objectives, the Committee felt that the payment of any bonus in relation to this exceptional year was, regrettably, not appropriate taking into account the impact of COVID-19 on shareholder returns and our wider stakeholders. The Committee has therefore exercised downwards discretion in relation to the non-financial target element to reduce the bonus outcomes to zero per cent of salary. 2018 PSP awards The performance targets for the Performance Share Plan awards granted in 2018 are not expected to be met, and so the awards are expected to lapse in full. EXECUTIVE DIRECTOR REMUNERATION IN 2021 Salary review In view of the efforts of and additional demands and pressures placed on employ- ees, salary increases and annual bonuses have been awarded to all eligible staff (excluding the Board), albeit at moder- ated levels compared with previous years. However, recognising the impact of the pandemic and the uncertain economic environment, the Committee has decided not to award any increases in annual salary to the Executive Directors. There will also be no increase to the fees paid to the Chairman and Non-executive Directors. Annual bonus The annual bonus opportunity for 2021 will be 150 per cent of salary. The financial measures and the weightings of finan- cial and non-financial measures will be unchanged. The non-financial perfor- mance targets for 2021 have a greater emphasis on ESC matters, reflecting Capco’s renewed focus on these areas and aligning with Capco’s new ESC strategy. Pension contributions The employer pension contribution has been increased by five per cent to a maximum of 15 per cent of salary for all employees other than Executive Directors appointed prior to 1 January 2020, As announced last year, the pension contri- butions for the Chief Executive and Chief Financial Officer will be reduced by four per cent to 20 per cent in 2021 and a further five per cent to 15 per cent in 2022. PSP awards The Committee considers that the PSP award provides appropriate longer-term incentivisation and retention for the Executive Directors. The Chief Executive and Chief Financial Officer agreed to a voluntary reduction in their annual award levels of 50 per cent of salary last year. All Executive Directors’ grants will there- fore be made at the level of 300 per cent of salary unless the Committee decides to moderate the award level to reflect any significant reduction in the share price from the level at which the 2020 grants were made. Performance conditions on the awards will be the same as in previous years. Benefits Benefits will continue to operate as in prior years. COMMITTEE MEMBERSHIP Following the establishment of the Board ESC Committee, which I chair, I will be stepping down as Chair of the Remuneration Committee following the 2021 AGM, but remaining a member of the Committee, and Jonathan Lane will become Chairman of the Committee. I would like to thank my fellow Directors and Capco’s management for their support over the past three years. CONCLUSION As a new Remuneration Policy was approved at the 2020 AGM, this year we will only be asking shareholders to approve the Annual Report on Remuneration and this Annual Statement. We have listened carefully to shareholders’ feedback in 2020 and the subsequent changes to the Policy and the decisions made by the Committee during the year reflect alignment with the shareholder experience whilst continuing to provide appropriate motivation and retention for the Executive Directors. I hope shareholders will support the oper- ation of the Remuneration Policy, as explained within this report, at the forth- coming AGM. Finally, I would like to thank the Executive Directors, the Committee members and all of Capco’s employees again for their extraordinary commitment during 2020. CHARLOTTE BOYLE CHAIR 8 March 2021 92 Capco Annual Report & Accounts 2020 1. SUMMARY OF REMUNERATION POLICY Capco’s Remuneration Policy was approved at the 2020 AGM, which was held on 1 May 2020. However, the Remuneration Committee has since committed to a number of changes to the operation of the Policy. The table below sets out a summary of the Remuneration Policy for Executive Directors, including the changes to the implementation of the Policy agreed with shareholders. This summary is provided for information purposes only. The full Remuneration Policy approved at the 2020 AGM is included in the 2019 Annual Report and can be viewed on our corporate website at https://www.capitalandcounties.com/investors/investor-information/approved-remuneration-policy. Details of actual remuneration paid, share awards made, and the approach to remuneration for 2021 are set out within the Annual Report on Remuneration, which starts on page 94. REMUNERATION POLICY SUMMARY TABLE Element of remuneration Operation and performance metrics BASE SALARY Base salaries are normally reviewed on an annual basis, with any increase normally taking effect from 1 April. The Committee reviews base salaries with reference to other property companies (including the constituents of the long-term incentive plan’s comparator group), UK companies of a similar size, each Executive Director’s performance and contribution during the year, the scope of each Executive Director’s responsibilities and changes to the remuneration and overall conditions of other employees. When reviewing base salaries, the Committee is mindful of the gearing effect that increases in base salary will have on the potential total remuneration of the Executive Directors. Base salary increases will be applied in line with the outcome of the annual review and will normally be in line with increases awarded to other employees. However, the Committee may make additional adjustments in certain circumstances to reflect, for example, an increase in scope or responsibility, development in role, to address an increase in size or complexity of the business, to address a gap in market positioning and/or to reward the long-term performance of an individual. ANNUAL BONUS The maximum bonus opportunity for Executive Directors is 150 per cent of annual salary, with a bonus of 75 per cent of salary payable for achieving target levels of performance. Executives’ performance is measured relative to challenging one-year targets in key financial, operational and strategic measures. The measures selected and their weightings vary each year according to the strategic priorities. At least 75 per cent of the bonus will be measured against financial performance. The annual bonus arrangements are reviewed at the start of each financial year to ensure the performance measures and weightings are appropriate and support the business strategy. The Committee reviews performance against the annual bonus targets but has the ability to take into account broader factors and, subject to the 150 per cent of salary maximum, may exercise two-way discretion to ensure that the annual bonus awarded properly reflects the performance of the Company and each Director. It has been agreed with shareholders that 40 per cent of any bonus awarded will be deferred in Capco shares or nil-cost options for three years without further performance conditions but subject to risk of forfeiture should an Executive Director leave the Company in certain circumstances. Deferred bonus is subject to malus. PERFORMANCE SHARE PLAN Executive Directors are eligible to receive awards of shares under the PSP, which may be made as awards of shares or nil-cost options, at the discretion of the Committee. From 2021, the maximum grant which may be made to participants as awards or nil-cost options has reduced to 300 per cent of salary. The vesting of awards is subject to continued employment and the Company’s performance over a three-year performance period. Current performance measures and weightings are: ◦ 50 per cent on relative Total Return (NTA growth plus dividends) ◦ 50 per cent on relative Total Shareholder Return For both measures, performance is measured relative to a bespoke comparator group of property companies. PSP awards vest on the third anniversary of the date of grant, and are subject to a two-year post-vesting holding period. 25 per cent of an award vests for threshold performance, with full vesting taking place for equalling or exceeding maximum performance conditions and straight-line vesting between threshold and maximum. A post-cessation shareholding requirement applies. In assessing the outcome of the performance conditions, the Committee must satisfy itself that the figures are a genuine reflection of underlying financial performance, and may exercise downward discretion when determining the proportion of an award that will vest. PSP awards are subject to malus and clawback. Benefits are set at a level which the Committee considers appropriate in light of relevant market practice for the role and individual circumstances, and will be in line with those offered to some or all employees, which may include private dental and health care, life insurance, personal accident cover, travel insurance, income protection and a car allowance, currently paid in cash. Directors may participate in flexible benefit arrangements offered to other employees, including the ability to buy or sell annual leave. Directors may receive seasonal gifts and a gift on leaving the Board (including payment of any tax thereon), in appropriate circumstances. Other benefits may be introduced from time to time to ensure the benefits package is appropriately competitive and reflects individual circumstances. BENEFITS PENSION Capco offers a defined contribution pension scheme. Executive Directors may elect to be paid some or all of their entitlement in cash. The maximum contribution for any Executive Director appointed on or after 1 January 2020 is in line with the level available for other employees at any given time (which is currently 15 per cent of salary). The pension contribution for Executive Directors appointed before the 2017 AGM is reducing from 24 per cent to 20 per cent in 2021 and 15 per cent (or such other maximum level of opportunity as is available to other employees) from 2022. www.capitalandcounties.com 93 Financial statementsStrategic reportGovernance DIR ECTORS’ REMUN E RA TION R E PO R T C O NT I N U ED 2. ANNUAL REPORT ON REMUNERATION This section of the Directors’ Remuneration Report explains how Capco’s current Remuneration Policy has been implemented during the year. 2.1 REMUNERATION COMMITTEE The Remuneration Committee is responsible for determining and recommending to the Board the policy for the remuneration of the Executive Directors, setting targets for the Company’s incentive schemes and determining the total individual remuneration package for each Executive Director, and certain members of senior management. Membership of the Committee as at 31 December 2020 and the date of this report is set out on page 90. In addition, the Chief Executive and Company Secretary are invited to attend Committee meetings and contribute to discussions. The Committee meets regularly throughout the year to consider matters relating to executive and employee remuneration, and provides updates to the Board on the matters considered and the decisions reached. Attendance at the five meetings held during the year is shown in the table on page 81 and a summary of the matters considered by the Committee during the year when reviewing remuneration matters and making decisions about executive remuneration is set out on page 90. To ensure that conflicts of interest are avoided or managed, those attending the meeting are requested to leave the meeting when matters relating to their own remuneration, or any other matters which may be judged to be a potential conflict of interest, are discussed. 2.2 REMUNERATION COMMITTEE AND ITS ADVISERS The Committee appointed Korn Ferry as its independent remuneration adviser in 2020, following a competitive process. Prior to Korn Ferry’s appointment, the Committee was advised by the executive compensation practice of Aon. During the year, the Committee received advice on matters including remuneration structure, incentive design and target-setting from its advisers. Both Aon and Korn Ferry are members of the Remuneration Consultants Group and adhere to its code of conduct. The Committee has received confirmation of independence from Aon and Korn Ferry, and is satisfied that the advice received was objective and independent. In addition to advice provided to the Committee, Korn Ferry also provided share award valuation services to the Company. During 2020, the Company was charged a total of £59,000 by Aon and £62,655 by Korn Ferry in respect of advice to the Committee. Fees were charged on a time basis. 2.3 STATEMENT OF SHAREHOLDER VOTING The table below shows the results of the advisory vote on the 2019 Directors’ Remuneration Report and the binding vote on the current Remuneration Policy at the 2020 AGM. Voting on Remuneration Report 2020 AGM Votes for % for Votes against % against Total votes cast Votes withheld (abstentions) Approval of Remuneration Report 226,020,219 32.17 476,556,594 67.83 702,576,813 457,764 Voting on Remuneration Policy 2020 AGM Approval of Remuneration Policy 491,278,465 70.41 206,419,016 29.59 697,697,481 5,337,096 Votes for % for Votes against % against Total votes cast Votes withheld (abstentions) 2.4 STATEMENT OF IMPLEMENTATION OF POLICY FOR 2021 Salary The Executive Directors’ salaries are reviewed annually. In 2021, the Committee determined that the Executive Directors would not receive a base salary increase. The salaries for the Executive Directors are set out in the table below: Executive Director salaries – 2020 and 2021 Ian Hawksworth Situl Jobanputra Michelle McGrath Pension and benefits As described in the remuneration policy summary table on page 93. Annual bonus Opportunity 2021 2020 % Increase £640,000 £640,000 £425,000 £425,000 £345,000 £345,000 Nil Nil Nil The annual bonus opportunity will remain unchanged for 2021. As explained in the Chair’s letter on page 90, 40 per cent of the whole amount of any bonus awarded will be deferred into shares for three years under the PSP. Performance conditions In common with previous years, the financial performance targets for the year ending 31 December 2021 will be based on growth in EPRA Net Tangible Assets per share (“NTA”), Total Property Return relative to the MSCI Total Return All Property Index, and underlying EPS. 94 Capco Annual Report & Accounts 2020 The weightings of each measure, which are unchanged from 2020, are shown in the table below. The relative weighting of financial and indi- vidual performance measures will also remain unchanged. Performance targets The TPR target is included in the Company’s KPIs on page 22. The KPIs are in part dependent upon the occurrence of certain discrete events. Therefore, whilst the outperformance targets that apply to the long-term incentives are disclosed, the Board has decided that as the Group operates in specific locations within the competitive central London property market, prospective disclosure of specific short-term NTA and EPS targets would provide a level of information to counterparties that could prejudice the Company’s commercial interests. The Committee will publish the performance targets retrospectively once they have ceased to be commercially sensitive, which is expected to be when the bonus amounts are determined. Further information on the Company’s KPIs can be found on page 22. 2021 financial performance measures Net Tangible Assets per share Underlying Earnings per Share Relative Total Property Return Performance Share Plan 33.33% 33.33% 33.33% PSP awards of 300 per cent of salary of 2020 salary will be made to each Executive Director as awards or nil-cost options unless the Committee decides to moderate the award level to reflect any significant reduction in the share price from the level at which the 2020 awards were made. The applicable performance conditions and comparator group are set out in the tables below. Performance conditions for 2021 PSP awards TR TSR Threshold (25%) Maximum Median Upper Quartile Median Upper Quartile TR AND TSR COMPARATOR GROUP FOR PSP AWARDS ◦ For awards made in 2021, the comparator group is the 19 REITS that are members of the FTSE 350 ◦ For awards made prior to 2021, the comparator group is British Land, Capco, Derwent London, Great Portland Estates, Hammerson, Intu Properties, Land Securities, Workspace (from 2019), Segro (until 2018) and Shaftesbury The rules of the Performance Share Plan provide the Board with flexibility on whether the shares awarded will ultimately be delivered by issu- ing new equity, or purchasing shares on the stock market. In deciding whether to issue or purchase shares the Board will consider a number of factors with a view to minimising dilution of shareholders’ interests, these include whether and by how much the shares are trading at a discount/premium to Net Tangible Assets, Group liquidity and market outlook. If there is sufficient liquidity and shares are trading at a discount to Net Tangible Assets then it is expected that shares would be purchased rather than issued. It is confirmed that the share awards made in 2021 will be settled using shares purchased in the market. Chairman and Non-executive Director remuneration The fees paid to the Chairman and Non-executive Directors are reviewed annually. The Committee reviews the Chairman’s fee and the remu- neration of the Non-executive Directors is considered by the Chairman and the Chief Executive. Following the 2020 reviews, it was agreed that no increase would be awarded for 2021. Recognising the importance of the Board ESC Committee, the fees for membership of this Committee have been set at the same level as those for the Audit and Remuneration Committees. However, it has been decided that Directors will receive a maximum of two non-Chair Committee membership fees. The Chairman has been appointed for a three-year term, subject to annual re-election by shareholders, which will expire at the 2021 AGM. The Chairman’s annual base fee for 2020 and 2021 is £284,000. The Non-executive Director fees for 2020 and 2021 are set out in the table below. Non-executive Director fees for 2020 and 2021 Basic fee Committee member (except Nomination Committee) Committee member (Nomination Committee) Committee Chairman (except Nomination Committee) Senior Independent Director www.capitalandcounties.com 2021 2020 % Increase £55,000 £55,000 £7,000 £6,200 £7,000 £6,200 £16,600 £16,600 £13,400 £13,400 Nil Nil Nil Nil Nil 95 Financial statementsStrategic reportGovernance DIR ECTORS’ REMUN E RA TION R E PO R T C O NT I N U ED 2.5 SINGLE FIGURE OF REMUNERATION The table below shows the single figures of total remuneration paid to each Director in 2020 and 2019. The charts in Figure 1 on page 97 illus- trate the contribution that each element of remuneration made to the total remuneration of the Executive Directors. Single figure of remuneration 2020 and 2019 (Audited) Executive Directors Fixed remuneration Performance-related remuneration Total remuneration Single-year variable (annual bonus)6,9 Base salary Taxable benefits4 Pension- related benefits5 Deferred Cash into shares Multiple-year variable7 (long-term) Total performance- related Total fixed 635 418 288 617 390 26 25 2 26 24 – – – – – – 388 250 388 250 – – – – – 813 543 319 791 508 Total 813 543 319 – – – 775 500 1,566 1,008 £000 2020 Ian Hawksworth Situl Jobanputra Michelle McGrath1 2019 Ian Hawksworth Situl Jobanputra Chairman and Non-executive Directors £000 Henry Staunton Charlotte Boyle Jonathan Lane2 Anthony Steains Gerry Murphy3 Andrew Strang3 152 100 29 148 94 Fees 281 84 72 88 32 18 2020 2019 Taxable benefits8 Total remuneration 15 296 – – 8 – – 84 72 96 32 18 Fees 274 83 55 65 96 56 Taxable benefits8 Total remuneration 12 – – 41 – 1 286 83 55 106 96 57 1. Appointed on 26 February 2020. 2. Appointed on 1 March 2019. 3. Retired from the Board on 1 May 2020. 4. Comprises medical insurance and car allowance of £1,500 per month, where applicable. 5. Comprises pensions contributions or payments in lieu of pension contributions. 6. Part of the annual bonus earned is deferred in Capco shares or nil-cost options for three years, subject to forfeiture should the Executive Director leave the Company. For 2019, half of the bonus was deferred in Capco shares. 7. The 2020 disclosure for Executive Directors comprises the estimated value on maturity of the 2018 PSP awards which had a performance period that ran from 2018 to 2020, and were expected to vest in early 2021. These awards are included in the 2020 single figure as the performance conditions relating to these awards had been substantially (but not fully) completed during 2020. The disclosure was calculated assuming that zero per cent of the PSP awards would vest. The 2019 multi-year variable comparators were previously disclosed on the basis described above, assuming vesting of zero per cent, and it is confirmed that the awards lapsed as the performance conditions were not satisfied. 8. Comprises medical insurance and travel expenses relating to Board meeting attendance where these are taxable or would be if the Director were resident in the UK for tax purposes. Where applicable, the Company pays the tax payable on Non-executive Director expenses as they are incurred in the fulfilment of Directors’ duties. 9. As explained in the 2019 Directors’ Remuneration Report, two alternative sets of financial performance conditions were set, depending on whether a corpo- rate/asset transaction was undertaken in the year. The set used for that year’s bonus were: Sales price compared to an assessment of the valuation at the time of sale which replaced valuations at the start of the year (50 per cent), and an assessment on a discretionary basis against the strong relative performance at Covent Garden (50 per cent). The unused performance conditions were Absolute NAV per share (50 per cent), Relative Total Property Return (30 per cent) and Underlying EPS (20 per cent). The range for all elements of both sets of targets was 10 per cent at threshold increasing to 100 per cent for full achievement. 96 Capco Annual Report & Accounts 2020 What is included in the single figure? ◦ The salary or fees paid in the year ◦ The gross cash value of any taxable benefits ◦ The total annual bonus awarded for the year – including both cash and the deferred element ◦ The expected value of any long-term incentive awards due to vest ◦ The cash value of any pension contribution or allowance The figures below illustrate the contribution that each element of the Executive Directors’ remuneration made to the single figure disclosures. FIGURE 1 Composition of 2020 single figures Composition of 2019 single figures Ian Hawksworth Situl Jobanputra Michelle McGrath Ian Hawksworth Situl Jobanputra 0% 20% 40% 60% 80% 100% 0% 20% 40% 60% 80% 100% Salary Benefits in kind Pension Bonus Salary Benefits in kind Pension Bonus 2.6 ANNUAL BONUS OUTCOMES FOR 2020 Opportunity Executive Directors can earn bonuses of up to 150 per cent of salary. The Committee has committed that 40 per cent of the total amount of any bonus earned is deferred in Capco shares or nil-cost options for three years, subject to forfeiture should the Executive Director leave the Company. Performance measures and targets Awards made in respect of the year ended 31 December 2020 were based 75 per cent on financial performance, and 25 per cent on individual performance. Financial measures: The financial performance targets for the year ended 31 December 2020, which are set out in the table on page 98, were based on growth in NTA per share, Total Property Return relative to the MSCI Total Return All Property Index, and underlying EPS. Non-financial measures: The Committee assessed individual performance against a set of KPIs which align with the Company’s objectives outlined on page 22 of the Annual Report. A summary of Directors’ personal objectives is set out on page 98. Outcome of 2020 annual bonus performance measures (Audited) Outcome of financial measures: The Company’s performance for the year ended 31 December 2020 did not meet the threshold performance targets for NTA, TPR or EPS performance. Accordingly, no awards were made to the Executive Directors in respect of the financial performance measure. Outcome of non-financial measures: The Committee considered the performance of each Executive Director against the personal targets set for 2020. The Committee concluded that all three Executive Directors performed exceptionally well in challenging circumstances, leading and navigating the business through the year, protecting the interests of the Company and its stakeholders and successfully implementing a number of operational, financial and strategic objectives. In response to the challenges of COVID-19 their actions were focused on safeguarding employees, supporting customers and protecting shareholders’ interests, ensuring that the Company and the estate are positioned strongly for the future. This performance means that each Executive Director would ordinarily have been awarded a bonus close to the maximum in respect of the non-financial target element (under which up to 37.5 per cent of salary is payable). However, whilst recognising the Executive Directors’ efforts and their commitment and achievements against their non-financial objectives, the Committee felt that the payment of any bonus in relation to this exceptional year was, regrettably, not appropriate taking into account the impact of COVID-19 on shareholder returns and our wider stakeholders. The Committee has therefore exercised downwards discretion in relation to the non-financial target element to reduce the bonus outcomes to zero per cent of salary. A breakdown of the personal objectives, and achievements in the year, is set out on the following page. www.capitalandcounties.com 97 Financial statementsStrategic reportGovernance DIR ECTORS’ REMUN E RA TION R E PO R T C O NT I N U ED OUTCOMES OF 2020 FINANCIAL OBJECTIVES Ian Hawksworth Situl Jobanputra Michelle McGrath Measure Absolute NTA (25/75) Relative TPR (25/75) Underlying EPS (25/75) 0/25 0/25 0/25 0/25 0/25 0/25 0/25 0/25 0/25 OUTCOMES OF 2020 ANNUAL BONUS NON-FINANCIAL OBJECTIVES Ian Hawksworth Situl Jobanputra Michelle McGrath Corporate Area of focus Corporate Financial Commercial/ Transactions People/ESC/ organisational 11.50/12.50 4.75/5.00 3.75/3.75 2.00/2.50 4.25/5.00 9.50/10.00 4.50/5.00 3.75/5.00 3.75/3.75 2.50/3.75 13.25/15.00 2.50/2.50 Total 0/75 0/75 0/75 Total 22/25 22/25 22/25 ◦ Implemented strong investor relations programme, helping establish Capco as a leading central London REIT Commercial/Transactions ◦ Acquisition of interests in Shaftesbury PLC ◦ Strategic disposal of the Wellington block ◦ Completed key letting transactions ◦ Maintained leading digital marketing programme Financial ◦ Agreed covenant waivers with lenders ◦ Identified and implemented key financing initiatives including exchangeable bond and secured loan People/ESC/Organisational ◦ Ensured effective and secure remote working ◦ Supported development of ESC strategy ◦ Ensured health and safety of employees, tenants and visitors during COVID-19 pandemic ◦ Developed and implemented revised operational business plan to respond to COVID-19 pandemic Disclosure of 2020 annual bonus financial performance targets (Audited) The Committee has previously committed to publishing the financial performance targets once they cease to be commercially sensitive. The Committee has determined that the financial performance targets that applied in respect of the year ended 31 December 2020 are no longer commercially sensitive; accordingly, the targets and the Company’s performance against these targets are set out below. In future, the Committee expects to continue to disclose annual bonus targets following completion of the performance period. 2020 Financial targets Performance measure Weighting Target range Actual performance % of bonus opportunity awarded Threshold (10% payout) Maximum (100% payout) Net Tangible Assets per share Relative Total Property Return Underlying Earnings per Share 33.33% 270p 300p 212.1p 33.33% 0 1.5% outperformance -24.4% underperformance 33.33% 1.46p 1.6p -0.7p 0% 0% 0% 98 Capco Annual Report & Accounts 2020 2.7 LONG-TERM INCENTIVE OUTCOMES FOR 2020 (AUDITED) In 2018, awards of 350 per cent of salary were made to Executive Directors under the Company’s Performance Share Plan (“PSP”) with a performance period of 2018-2020. Performance measures and targets: The performance conditions for the PSP comprise two equally weighted measures: ◦ Three-year relative Total Return (TR, growth in NTA per share plus dividends) ◦ Three-year relative Total Shareholder Return (TSR, increase in price of an ordinary share plus dividends) The performance targets for the PSP awards are shown in the table on below, and the PSP comparator group is shown on page 95. Awards vest on a straight-line basis between threshold and maximum performance. Performance outcome: In early 2021, the Committee determined that Capco’s TR was not expected to equal the median of the comparator group (vs an outperformance target of two per cent per annum) and that Capco’s TSR was not expected to equal the median of the comparator group (vs an outperformance target of four per cent per annum), and as such the performance conditions relating to the 2018 PSP had not been met. Accordingly, the 2018 PSP awards are expected to lapse, and no value has been included in the single figure disclosures in respect of these awards. 2.8 SCHEME INTERESTS AWARDED DURING THE FINANCIAL YEAR (AUDITED) The performance measures for awards made under the PSP in 2020 are summarised in the table below. The performance comparator group is set out on page 95. Performance conditions for PSP awards TR TSR Threshold Maximum 2018 (33%) 2020 (25%) 2018 2020 Median Median Median Median + 2% Upper Quartile Median Median + 4% Upper Quartile The 2020 PSP awards and 2019 deferred bonus awards are set out in the table below. PSP (Audited)1 Ian Hawksworth Ian Hawksworth Situl Jobanputra Situl Jobanputra Michelle McGrath Value of deferred bonus 350 per cent Value of deferred bonus 300 per cent Market price on date of grant2 Basis of award 350 per cent Exercise price if any Face value of award Number awarded Performance period Post-vesting holding period Threshold vesting %3 Exercisable between of salary 201.35p Nil £2,239,999 1,112,490 2020– 2022 2023– 2024 12.5% 201.35p Nil £387,798 192,450 N/A N/A 100% of salary 201.35p Nil £1,487,999 738,763 2020– 2022 2023– 2024 12.5% 201.35p Nil £249,998 124,161 N/A N/A 100% of salary 201.35p Nil £1,034,999 514,030 2020– 2022 2023– 2024 12.5% 2023– 2030 2023– 2030 2023– 2030 2023– 2030 2023– 2030 1. PSP awards are granted as nil-cost options. 2. Average closing share price on the three business days preceding the date of grant. 3. Assumes threshold vesting under one performance condition for annual PSP awards. There are no performance conditions for the deferred bonus. www.capitalandcounties.com 99 Financial statementsStrategic reportGovernance DIR ECTORS’ REMUN E RA TION R E PO R T C O NT I N U ED 2.10 PAYMENTS FOR LOSS OF OFFICE AND PAYMENTS TO PREVIOUS DIRECTORS (AUDITED) No payments for loss of office or payments to previous Directors in respect of relevant services were made during 2020. 2.11 SERVICE CONTRACTS AND LETTERS OF APPOINTMENT The service contracts of Executive Directors are approved by the Remuneration Committee and are one-year rolling contracts. The commence- ment dates of the current contracts are shown below. The service contracts may be terminated by either party giving one year’s notice to the other. Ian Hawksworth Situl Jobanputra Michelle McGrath Commencement date Notice period 17 May 2010 1 January 2017 26 February 2020 12 months 12 months 12 months The Non-executive Directors do not have service contracts but instead have letters of appointment. The letters of appointment of the Non-executive Directors are reviewed by the Board annually and contain a one-month notice period. The Chairman’s letter of appointment contains a three-month notice period. Charlotte Boyle Jonathan Lane Henry Staunton Anthony Steains Date of appointment Date of most recent letter of appointment Unexpired term as at 31 December 2020 1 October 2017 14 May 2020 1 March 2019 14 May 2020 2 June 2010 1 March 2016 29 May 2018 14 May 2020 4 months 4 months 4 months 4 months The service contracts and letters of appointment may be viewed at the Company’s registered office. 2.12 TOTAL PENSION ENTITLEMENT (AUDITED) No Director participates in or has a deferred benefit under a defined benefit pension scheme. 2.13 EXTERNAL NON-EXECUTIVE DIRECTORSHIPS No Executive Director currently serves as a Non-executive Director elsewhere. 2.14 CHART OF SINGLE FIGURE OF CHIEF EXECUTIVE’S REMUNERATION VS TSR The graph on the following page shows the total shareholder return at 31 December 2020 of £100 invested in Capital & Counties Properties PLC on 1 January 2011, compared with the FTSE 350 Real Estate Index. The Committee considers this benchmark to be the most relevant benchmark for the Company’s performance. The table below the graph shows, for each financial year, information on the remuneration of Ian Hawksworth, who has been Chief Executive of Capco since its establishment in 2010. 100 Capco Annual Report & Accounts 2020 FIGURE 2: TOTAL SHAREHOLDER RETURN pence 350 300 250 200 150 100 50 0 31 Dec 2010 31 Dec 2011 31 Dec 2012 31 Dec 2013 31 Dec 2014 31 Dec 2015 31 Dec 2016 31 Dec 2017 31 Dec 2018 31 Dec 2019 31 Dec 2020 Capco FTSE 350 Real Estate Index Financial year 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Single figure £000 Annual bonus % of max MSP vesting % of max PSP vesting % of max 1,253 8,968 3,530 3,396 3,275 918 1,307 991 1,566 100 95 94.67 96.73 91.25 21.25 61.60 23.75 83.33 813 0 N/A 100 100 93.1 40 or 801 N/A 100 100 93.1 60 0 0 0 0 0 0 N/A N/A 0 0 1. Depending on the award. Please refer to 2015 Annual Report for more information. 2.15 PERCENTAGE CHANGE IN REMUNERATION OF DIRECTORS AND EMPLOYEES The table below shows the percentage change in the remuneration of each Director between 2019 and 2020 compared with the average percent- age change in remuneration for Capco employees. The data in this table will be expanded over the next five years, to provide a five-year record of remuneration changes. Salary/Fees Benefits Annual Bonus Executive Directors Non-executive Directors Ian Hawksworth Situl Jobanputra Michelle McGrath Henry Staunton1 Charlotte Boyle Jonathan Lane2 Anthony Steains3 Average employee4 2.92 – 7.18 4.17 -100.00 -100.00 N/A N/A N/A 2.55 25.0 N/A 1.20 N/A N/A 30.91 N/A N/A 35.28 -80.49 4.94 12.34 N/A -69.47 1. Increase in benefits reflects increased cost of medical insurance, and travel expenses for essential secure travel during COVID-19 pandemic. 2. Appointed 1 March 2019. Increase in fees reflects additional Committee memberships. 3. Increase in fees reflects appointment as Senior Independent Director and Chairman of the Audit Committee. Reduction in benefits reflects reduced travel expenses due to Board meetings being held virtually for most of 2020. 4. As Capital & Counties Properties PLC has no direct employees, information for Group employees has been disclosed on a voluntary basis. To allow a meaningful comparison, the analysis for employees is based on a consistent group of individuals, being those employed at 31 December 2019 and 31 December 2020, and has been calculated on a full-time equivalent basis. The Directors are excluded from the employee figures. www.capitalandcounties.com 101 Financial statementsStrategic reportGovernance DIRECTORS’ R EMUNE R ATIO N R E PO R T C O NT IN U E D 2.16 CHIEF EXECUTIVE PAY RATIO As Capco has fewer than 250 employees, it is not legally required to report pay ratios. However, the ratios below are disclosed on a voluntary basis. The table below sets out the Chief Executive pay ratio compared with the 25th, median and 75th percentile employee within the Group. Option A as defined in The Companies (Miscellaneous Reporting) Regulations 2018 was used to calculate the ratios, as this calculation methodology was considered to be the most accurate method. The employees included in the calculation are those employed by the Group at 31 December 2020, on a FTE basis. The remuneration figures for employees have been calculated using salaries payable from April 2020 to April 2021. The figure for the Chief Executive’s remuneration is the single figure of remuneration for the year ended 31 December 2020. Year 2020 Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio Modified option A 14.4:1 7.9:1 6.0:1 The remuneration used to calculate the pay ratios is set out below. Year Base salary Total remuneration Chief Executive £000 25th percentile £000 Median £000 75th percentile £000 635 813 45 56 85 103 95 136 The Chief Executive’s total remuneration for 2020 does not include any performance-related remuneration. In years when annual bonus awards are made, or PSP awards vest, the pay ratios may be significantly greater than those for 2020, due to the relative weighting of variable remuneration for Executive Directors. In addition, due to the Group’s relatively small number of employees, the ratios calculated may vary between years as a result of employees joining or leaving the Company. 2.17 DISTRIBUTION STATEMENT The graphs in Figure 3 below illustrate Capco’s dividends paid and total employee pay expenditure (this includes pension, variable pay, and social security) for the financial years ended 31 December 2019 and 31 December 2020, and the percentage change in each. The aforementioned measures are those prescribed by the remuneration disclosure regulations; however, they do not reflect Capco’s KPIs, which are explained on page 22. Accordingly, graphs showing Capco’s one-year TPR and TR are also included. FIGURE 3 Total property return Dividends Total return Employee costs 0 -5 -10 -15 -20 -25 -30 -5.4% -24.4% 2019 2020 15 12 9 6 3 0 £12.7m £8.5m -9.6% 0 -5 -10 -15 -20 -25 -30 2019 2020 2019 Name 30 25 20 15 10 5 0 25.9 12.7 20191 2020 -27.2% 2020 1. The employee costs figure stated for 2019 includes £5.9m of costs for employees from discontinued operations. 102 Capco Annual Report & Accounts 2020 2.18 STATEMENT OF DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS (AUDITED) (a) Directors’ shareholdings The beneficial interests in the shares of the Company for each Director who served during the year as at 31 December 2020 and 8 March 2020, being a date not less than one month before the date of the Notice of Annual General Meeting, are set out in the table below. The Chief Executive is required to achieve a shareholding in the Company equivalent to 300 per cent of salary and the other Executive Directors are currently required to achieve a shareholding in the Company equivalent to 200 per cent of base salary, to be achieved by retaining at least 50 per cent of any vested share awards (net of tax). A new post-cessation shareholding requirement has been introduced at the level of 200 per cent of salary for all Executive Directors, capturing the 2021 Annual Bonus and all Performance Share Plan awards made from 1 January 2021. The current shareholdings of the Executive Directors, and their value based on a share price of 145 pence, being the price of a Capital & Counties Properties PLC share on 31 December 2020, are illustrated in the table below. The shares which are included in these holdings are those held beneficially by the Director, their spouse or dependant family members, shares held within ISAs, PEPs or pensions, shares that are subject to a holding period, such as deferred bonus, and vested but unexercised awards. The latter three categories are included on a net of tax basis. Directors’ shareholdings (including connected persons) – 2020 and 2019 (Audited) Chairman Henry Staunton Executive Ian Hawksworth Situl Jobanputra Michelle McGrath1 Non-executive Charlotte Boyle Jonathan Lane2 Anthony Steains Former Directors Gerry Murphy3 Andrew Strang4 2020 Number 2019 Number Increase during the year 350,000 250,000 100,000 909,492 820,604 100,000 50,000 40,000 N/A 15,052 250,000 – 10,052 40,950 – 50,000 50,000 – – 88,888 50,000 40,000 5,000 209,050 – – – 1. Appointed to the Board on 26 February 2020. 2. Appointed to the Board on 1 March 2019. 3. Shareholding as at 1 May 2020, being the date that Gerry Murphy retired from the Board. 4. Shareholding as at 1 May 2020, being the date that Andrew Strang retired from the Board. FIGURE 4: VALUE OF EXECUTIVE DIRECTOR SHAREHOLDINGS AND SHARE INTERESTS AS AT 31 DECEMBER 2020 (AUDITED) Ian Hawksworth Situl Jobanputra Michelle McGrath 0 60 120 180 240 300 % of salary/fee Shareholding and unexercised vested shares (net of tax) Shares subject to a holding period (net of tax) Shareholding guideline www.capitalandcounties.com 103 Financial statementsStrategic reportGovernance DIR ECTORS’ REMUN E RAT IO N R E P O R T CO N TI NU E D (b) Directors’ share interests (Audited) Details of Executive Directors’ share scheme interests, including information on share awards that were exercised or vested during the year, are set out in the tables below. (i) Summary of Executive Directors’ interests in shares and share schemes Executive Director Ian Hawksworth Situl Jobanputra Michelle McGrath Total Shares held 909,492 100,000 40,000 1,049,492 (ii) Outstanding awards made under PSP Nil-cost option awards in respect of deferred bonus Awards no longer subject to performance conditions Nil-cost option awards, subject to performance conditions 368,853 211,436 – 580,289 – – – – 2,799,557 1,796,722 877,762 5,474,041 Total 4,077,902 2,108,158 917,762 7,103,822 Year granted Option price (pence) if any Held at 1 January 2020 Granted during the year Exercised during the year Lapsed during the year Held at 31 December 2020 Exercisable during or between Name Ian Hawksworth Ian Hawksworth12 Ian Hawksworth12 Ian Hawksworth Ian Hawksworth12 Ian Hawksworth Ian Hawksworth12 Ian Hawksworth Situl Jobanputra12 Situl Jobanputra12 Situl Jobanputra Situl Jobanputra12 Situl Jobanputra Situl Jobanputra12 Situl Jobanputra Michelle McGrath1 Michelle McGrath1 Michelle McGrath1 Michelle McGrath1 Michelle McGrath12 Total 2017 2017 2018 2018 2019 2019 2020 2020 2017 2018 2018 2019 2019 2020 2020 2017 2018 2019 2019 2020 29,528 667,553 789,483 102,153 897,584 44,722 – – – – – – – 1,112,490 – 192,450 364,630 486,111 58,289 571,848 29,986 – – – – – – – 738,763 124,161 128,221 148,643 202,680 241.76 12,409 – – – – – 514,030 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil – – – – – – – – – – – – – – – – – – – – – 29,528 2020–2027 667,553 – – – – – – 789,483 2021–2028 102,153 2021–2028 897,584 2022–2029 44,722 2022–2029 – 1,112,490 2023-2030 – 192,450 2023-2030 364,630 – – – – – – – – 486,111 2021–2028 58,289 2021–2028 571,848 2022–2029 28,986 2022–2029 738,763 124,161 2023-2030 2023-2030 128,221 – – – – – – 148,643 2021–2028 12,409 2022–2029 202,680 2022–2029 514,030 2023-2030 4,532,840 6,054,330 1. Subject to performance conditions that apply to awards made under the PSP as set out on pages 95 and 99. 2. Subject to a two-year post-vesting holding period. The market price of Capital & Counties Properties PLC shares on 31 December 2020 (being the last day for trading during the year) was 145 pence and during the year the price varied between 267 pence and 99 pence. No Executive Directors exercised share options during the year and so the aggregate gain on exercise of share options was nil. This Remuneration Report has been approved for issue by the Board of Directors on 8 March 2021. CHARLOTTE BOYLE CHAIR OF THE REMUNERATION COMMITTEE 104 Capco Annual Report & Accounts 2020 D IR EC TO R S’ RE P OR T DIRECTORS’ REPORT The Directors present their Annual Report and the audited consolidated financial statements for the year ended 31 December 2020. STRATEGIC REPORT The Group’s 2020 Strategic Report, which includes a review of the Group’s business model and strategy during the financial year, the Group’s position at year end and a description of the principal risks and uncertainties facing the Group and how these are managed and mitigated, and an indication of likely future developments in the Group, comprises the following sections of the Annual Report: ◦ Chairman’s statement ◦ Chief Executive’s review ◦ Purpose, business model and strategy ◦ Stakeholder engagement ◦ Section 172(1) Statement ◦ Key performance indicators ◦ Principal risks and uncertainties ◦ Operating review ◦ Financial review ◦ Responsibility (which includes information on the Group’s greenhouse gas emissions, energy consumption and energy efficiency activities) Page 8 11 15 16 20 22 24 34 48 58 COMPANY’S LISTINGS The Company has a primary listing on the London Stock Exchange and a second- ary listing on the Johannesburg Stock Exchange. For the purposes of its listing on the Johannesburg Stock Exchange, the Company maintains an overseas branch register in South Africa. The Company’s secured exchangeable bonds due 2026 are listed on the Frankfurt Stock Exchange. DIRECTORS The Directors of the Company who held office during the year and up to the date of signing the financial statements were as follows: CHAIRMAN: ◦ Henry Staunton EXECUTIVE DIRECTORS: ◦ Ian Hawksworth ◦ Situl Jobanputra ◦ Michelle McGrath (appointed 26 February 2020) NON-EXECUTIVE DIRECTORS: ◦ Charlotte Boyle ◦ Jonathan Lane ◦ Anthony Steains FORMER DIRECTORS: ◦ Gerry Murphy (retired 1 May 2020) ◦ Andrew Strang (retired 1 May 2020) Biographies of each current Director can be found on pages 74 and 75 and details of each Director’s interests in the Company’s shares are set out on page 103. The powers of the Directors are determined by UK legislation and the Company’s Articles of Association, together with any specific authorities that shareholders may approve from time to time. The rules governing the appointment and replacement of Directors are contained in the Company’s Articles and UK legis- lation. In compliance with the 2018 UK Corporate Governance Code, all the Directors will retire from office and will offer themselves for re-election at the 2021 Annual General Meeting. COMPENSATION FOR LOSS OF OFFICE The Company does not have any agree- ments with any Executive Director or employee that would provide compen- sation for loss of office or employment resulting from a takeover, except that provisions of the Company share schemes may cause share options and awards to vest on a takeover. DIRECTORS’ CONFLICTS OF INTEREST The Company has procedures in place for the management of conflicts of interest. Should a Director become aware that they, or a connected party, have an interest in an existing or proposed transaction with the Group, they should notify the Company Secretary before the next meeting or at the meeting. Directors have a continuing obligation to notify any changes to their potential conflicts. DIRECTORS’ INDEMNITIES AND INSURANCE In accordance with the Company’s Articles, the Company has indemnified the Directors to the full extent allowed by law. The Company maintains Directors’ and Officers’ liability insurance, which is reviewed annually. ARTICLES OF ASSOCIATION Changes to the Articles of Association must be approved by shareholders in accordance with the Companies Act 2006. DIVIDENDS Given market conditions and the continued significant uncertainties due to COVID-19, the Board did not declare or propose a divi- dend during the year. It is intended that the Company will recommence dividend payments as soon as appropriate. CAPITAL STRUCTURE AND PURCHASE OF OWN SHARES Details of the Company’s issued ordinary share capital, including details of move- ments in the issued share capital during the year, shares repurchased and cancelled during the year and authorities to issue or repurchase shares are shown in note 28 to the financial statements on page 160. Each share carries the right to one vote at general meetings of the Company. www.capitalandcounties.com 105 Financial statementsStrategic reportGovernance DIR ECTORS ’ RE PO R T CO NT IN UE D Holder Norges Bank BlackRock, Inc. Foord Asset Management (Pty) Ltd Public Investment Corporation SOC Limited Madison International Realty There are no specific restrictions on the transfer of shares beyond those stand- ard provisions set out in the Articles of Association. No shareholder holds shares carrying special rights with regard to control of the Company. USE OF FINANCIAL INSTRUMENTS Information on financial risk management objectives and policies, including hedging policies, and exposure of the Company in relation to the use of financial instruments, can be found in note 26 on pages 154 to 159. CHANGE OF CONTROL PROVISIONS There are a number of agreements which alter or terminate upon a change of control of the Company, including the £705 million Covent Garden facility, the Covent Garden £150 million, £175 million and £225 million notes and the £125 million secured loan which contain provisions that may require any outstanding facilities to be repaid on a change of control. The £275 million exchangeable bonds due 2026 also contain provisions which may trigger early redemp- tion or exchange of the bonds on a change of control. The Lillie Square development joint venture contains provisions which are triggered by a change of control. The Performance Share Plan (“PSP”) includes provisions relating to the treatment of awards in the event of a change of control. SUBSTANTIAL SHAREHOLDINGS The significant holdings of voting rights in the share capital of the Company notified and disclosed in accordance with Disclosure and Transparency Rule 5, as at 5 March 2021, are shown in the table above. CORPORATE GOVERNANCE STATEMENT The information fulfilling the require- ments of the corporate governance state- ment can be found on pages 76 to 104, which should be deemed to be incorpo- rated within this Directors’ Report. Shares held at time of last notification Percentage held at time of last notification Nature of holding Date of last notification 127,656,465 14.999% Direct interest 1 July 2020 62,556,255 59,505,194 42,370,771 36,658,505 7.32% 6.99% Indirect interest 27 November 2019 Indirect interest 26 February 2021 4.994% Direct interest 28 May 2020 4.30% Direct interest 13 November 2020 EMPLOYEES Information on Group employees, and engagement with employees during the year can be found on pages 16, 68 to 70 and in note 7 on page 136. ENGAGEMENT WITH STAKEHOLDERS Information on the ways in which the Directors have regard to the need to foster the Company’s business relationships with stakeholders including suppliers, custom- ers and others, and the effect of that regard is set out in our Stakeholder Engagement section on pages 16 to 21 of this Report. Further information related to engage- ment with various stakeholders during the year can be found on pages 8, 14, 16 to 21, 62, 66 to 70 and 72. THE ENVIRONMENT Details of the Group’s Environment, Sustainability and Community (“ESC”) strategy and its aims and activi- ties are set out on pages 58 to 70 and available on the Company’s website www.capitalandcounties.com. ADDITIONAL DISCLOSURES The information required to be disclosed pursuant to LR 9.8.4R and Schedule 7, Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations (as amended) can be found in the following locations: Interest capitalised Non-pre-emptive issue of equity Interests in significant contracts Page 137 160 162 GOING CONCERN As set out on page 33, the Directors have a reasonable expectation that the Company and the Group will have adequate resources to meet both ongoing and future commit- ments over a period of at least 12 months from the date of approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and Accounts. DISCLOSURE TO AUDITORS So far as the Directors are aware, there is no relevant audit information of which the auditors are unaware and each Director has taken all steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the auditors are aware of that information. INDEPENDENT AUDITORS The Board has recommended that PricewaterhouseCoopers LLP, who have indicated their willingness to continue in office, be reappointed as the Company’s independent auditors and a resolution seek- ing their reappointment will be proposed at the forthcoming Annual General Meeting. The external audit contract was last put out to competitive tender in 2019. ANNUAL GENERAL MEETING Due to the COVID-19 pandemic, the 2021 AGM is currently intended to be held as a closed meeting. Whilst not able to attend in person, shareholders are invited to submit any questions they may wish to have answered by sending an email to feedback@capitalandcounties.com or by calling +44(0)20 3214 9170. Shareholders are advised to vote in advance of the meet- ing, prior to the proxy deadline. Please refer to the Notice of AGM 2021 and the Company’s website for further details. By Order of the Board. RUTH PAVEY COMPANY SECRETARY 8 March 2021 106 Capco Annual Report & Accounts 2020 DIR ECTO R S’ RE SP ON SI BILI TIE S DIR ECTO R S’ RE SP ON SI BILI TIE S STATEMENT OF DIRECTORS’ RESPONSIBILITIES STATEMENT OF DIRECTORS’ RESPONSIBILITIES The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and Company financial statements in accordance with international accounting standards in conformity with the requirements the Group and Company financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No of the Companies Act 2006 and in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. Under company law the Directors must not approve the financial statements unless they 1606/2002 as it applies in the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and the Company for that period. In preparing the financial statements, the Directors are required to: and the Company for that period. In preparing the financial statements, the Directors are required to: a. select suitable accounting policies and then apply them consistently; a. select suitable accounting policies and then apply them consistently; b. make judgements and accounting estimates that are reasonable and prudent; b. make judgements and accounting estimates that are reasonable and prudent; c. state whether for the Group and Company, international accounting standards in conformity with the requirements of the Companies c. state whether for the Group and Company, international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union (“EU”) have been followed, subject to any material departures disclosed and explained in the financial statements; and European Union (“EU”) have been followed, subject to any material departures disclosed and explained in the financial statements; and d. prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and Company will d. prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and Company will continue in business. continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the Company’s transactions and disclose, with reasonable accuracy at any time, the financial position of the Group and the Company and Company’s transactions and disclose, with reasonable accuracy at any time, the financial position of the Group and the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the Directors, whose names and functions are listed in the Governance section, confirm that, to the best of their knowledge: Each of the Directors, whose names and functions are listed in the Governance section, confirm that, to the best of their knowledge: ◦ the Group and the Company financial statements, which have been prepared in accordance with IFRSs as adopted pursuant to ◦ the Group and the Company financial statements, which have been prepared in accordance with IFRSs as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the EU, give a true and fair view of the assets, liabilities, financial position and loss of the Regulation (EC) No 1606/2002 as it applies in the EU, give a true and fair view of the assets, liabilities, financial position and loss of the Group and Company; Group and Company; ◦ the Directors’ report includes a fair review of the development and performance of the business and the position of the Group, together ◦ the Directors’ report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces; and with a description of the principal risks and uncertainties that it faces; and ◦ having taken all matters considered by the Board and brought to the attention of the Board during the year into account, the Directors ◦ having taken all matters considered by the Board and brought to the attention of the Board during the year into account, the Directors consider that the Annual Report & Accounts, taken as a whole, are fair, balanced and understandable. The Directors believe that the consider that the Annual Report & Accounts, taken as a whole, are fair, balanced and understandable. The Directors believe that the disclosures set out in the Annual Report & Accounts provide the information necessary for shareholders to assess the Group and disclosures set out in the Annual Report & Accounts provide the information necessary for shareholders to assess the Group and Company’s position, performance, business model and strategy. Company’s position, performance, business model and strategy. The financial statements on pages 118 to 174 were approved by the Board of Directors on 8 March 2021 and signed on its behalf by: The financial statements on pages 118 to 174 were approved by the Board of Directors on 8 March 2021 and signed on its behalf by: IAN HAWKSWORTH IAN HAWKSWORTH CHIEF EXECUTIVE CHIEF EXECUTIVE SITUL JOBANPUTRA SITUL JOBANPUTRA CHIEF FINANCIAL OFFICER CHIEF FINANCIAL OFFICER www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com 107 107 107 Strategic reportGovernanceFinancial statements INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS OPINION OPINION In our opinion, Capital & Counties Properties PLC’s Group financial statements and Company financial statements In our opinion, Capital & Counties Properties PLC’s Group financial statements and Company financial statements (the “financial statements”): (the “financial statements”): ◦ give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2020 and of the Group’s and ◦ give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2020 and of the Group’s and Company’s loss and the Group’s and Company’s cash flows for the year then ended; Company’s loss and the Group’s and Company’s cash flows for the year then ended; ◦ have been properly prepared in accordance with international accounting standards in conformity with the requirements of the ◦ have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; and Companies Act 2006; and ◦ have been prepared in accordance with the requirements of the Companies Act 2006. ◦ have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report & Accounts (the “Annual Report”), which comprise: the We have audited the financial statements, included within the Annual Report & Accounts (the “Annual Report”), which comprise: the consolidated and Company balance sheets as at 31 December 2020, the consolidated income statement, the consolidated statement of consolidated and Company balance sheets as at 31 December 2020, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and Company statements of changes in equity and the consolidated statement of cash flows comprehensive income, the consolidated and Company statements of changes in equity and the consolidated statement of cash flows and Company statement of cash flows for the year then ended; and the notes to the accounts, which include a description of the significant and Company statement of cash flows for the year then ended; and the notes to the accounts, which include a description of the significant accounting policies. accounting policies. Our opinion is consistent with our reporting to the Audit Committee. Our opinion is consistent with our reporting to the Audit Committee. SEPARATE OPINION IN RELATION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTED PURSUANT SEPARATE OPINION IN RELATION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTED PURSUANT TO REGULATION (EC) NO 1606/2002 AS IT APPLIES IN THE EUROPEAN UNION TO REGULATION (EC) NO 1606/2002 AS IT APPLIES IN THE EUROPEAN UNION As explained in note 1 to the Group financial statements, the Group, in addition to applying international accounting standards in As explained in note 1 to the Group financial statements, the Group, in addition to applying international accounting standards in conformity with the requirements of the Companies Act 2006, has also applied International Financial Reporting Standards adopted conformity with the requirements of the Companies Act 2006, has also applied International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. In our opinion, the Group financial statements have been properly prepared in accordance with International Financial Reporting In our opinion, the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. BASIS FOR OPINION BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group. to the Group. Other than those disclosed in note 7 to the financial statements, we have provided no non-audit services to the Group in the period under audit. Other than those disclosed in note 7 to the financial statements, we have provided no non-audit services to the Group in the period under audit. OUR AUDIT APPROACH OUR AUDIT APPROACH Overview Overview Audit scope Audit scope ◦ We audited the complete financial information of the Group, which comprises Covent Garden, Lillie Square and Other. ◦ We audited the complete financial information of the Group, which comprises Covent Garden, Lillie Square and Other. Key audit matters ◦ Valuation of investment and development property (Group) Key audit matters ◦ Valuation of investment and development property (Group) ◦ Recoverability of rental receivables, deferrals and lease incentives (Group) ◦ Recoverability of rental receivables, deferrals and lease incentives (Group) ◦ Going concern (Group) ◦ Going concern (Group) ◦ Accounting for Shaftesbury related transactions (Group) ◦ Accounting for Shaftesbury related transactions (Group) ◦ COVID-19 (Group) ◦ COVID-19 (Group) Materiality Materiality ◦ Overall Group materiality: £29.1 million (2019: £31.0 million) based on 1 per cent of total assets. ◦ Overall Group materiality: £29.1 million (2019: £31.0 million) based on 1 per cent of total assets. ◦ Overall Company materiality: £23.2 million (2019: 20.6 million) based on 1 per cent of total assets. ◦ Overall Company materiality: £23.2 million (2019: 20.6 million) based on 1 per cent of total assets. ◦ Performance materiality: £21.8 million (Group) and £17.4 million (Company). ◦ Performance materiality: £21.8 million (Group) and £17.4 million (Company). 108 108 108 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Capability of the audit in detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined in the Auditors’ responsibilities for the audit of the financial statements section, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and UK tax legislation, including the Real Estate Investment Trust (“REIT”) requirements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included: ◦ Discussions with management and the Group’s internal auditors, including consideration of known or suspected instances of non- compliance with laws and regulations and fraud. ◦ Evaluation of management’s controls designed to prevent and detect irregularities. ◦ Evaluation of the Group’s compliance with the REIT requirements, including considering the impact of the COVID-19 pandemic on the various REIT compliance tests. ◦ Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the valuation of investment and development property and recoverability of rental receivables (see key audit matters below). ◦ Identifying and testing journal entries, in particular any journal entries posted to revenue with unusual account combinations or posted by senior management. ◦ Reviewing relevant meeting minutes, including those of the Board and Audit Committee. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. KEY AUDIT MATTERS Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Recoverability of rental receivables, deferrals and lease incentives, going concern, accounting for Shaftesbury related transactions and COVID-19 are new key audit matters this year. Taxation, which was a key audit matter last year, is no longer included because taxation is no longer considered to have a material impact on the Group. Otherwise, the key audit matters below are consistent with last year. www.capitalandcounties.com www.capitalandcounties.com 109 109 Strategic reportGovernanceFinancial statements INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC CONTINUED CONTINUED KEY AUDIT MATTER KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER VALUATION OF INVESTMENT AND DEVELOPMENT VALUATION OF INVESTMENT AND DEVELOPMENT PROPERTY (GROUP) PROPERTY (GROUP) Refer to the Audit Committee Report and notes 1, 5 and 14 to the financial Refer to the Audit Committee Report and notes 1, 5 and 14 to the financial statements. statements. The valuation of the Group’s investment and development property The valuation of the Group’s investment and development property is the key component of the net asset value and underpins the is the key component of the net asset value and underpins the Group’s result for the year. Accordingly we identified this area Group’s result for the year. Accordingly we identified this area as a key audit matter. as a key audit matter. The result of the revaluation this year was a loss of £692.2 million The result of the revaluation this year was a loss of £692.2 million (2019: loss of £192.7 million) as set out in note 14, which is accounted (2019: loss of £192.7 million) as set out in note 14, which is accounted for within ‘Loss on revaluation and sale of investment and for within ‘Loss on revaluation and sale of investment and development property’ and is a significant component of the result development property’ and is a significant component of the result for the year. for the year. The Group’s property portfolios, which comprise investment The Group’s property portfolios, which comprise investment property (including retail, food and beverage, commercial and property (including retail, food and beverage, commercial and residential) as well as development property located in central residential) as well as development property located in central London, are not uniform in nature. Accordingly, there are a number London, are not uniform in nature. Accordingly, there are a number of different assumptions made by the Group’s third party valuers, of different assumptions made by the Group’s third party valuers, CBRE and JLL (the “valuers”), in determining fair value: CBRE and JLL (the “valuers”), in determining fair value: ◦ Investment property – the valuation of investment properties ◦ Investment property – the valuation of investment properties (principally the Group’s Covent Garden portfolio) is inherently (principally the Group’s Covent Garden portfolio) is inherently subjective, due principally to the individual nature of each subjective, due principally to the individual nature of each property, which greatly influences the future rental income property, which greatly influences the future rental income expected to be generated. The assumptions on which the property expected to be generated. The assumptions on which the property values are based are influenced by tenure and tenancy details for values are based are influenced by tenure and tenancy details for each property, prevailing market yields and the estimated rental each property, prevailing market yields and the estimated rental value of each property. value of each property. ◦ Development property – the valuation of development property ◦ Development property – the valuation of development property (principally comprising the Group’s share of the Lillie Square joint (principally comprising the Group’s share of the Lillie Square joint venture development) is also inherently subjective. Development venture development) is also inherently subjective. Development properties are valued using the residual approach in the absence properties are valued using the residual approach in the absence of comparable transactions of development sites with similar of comparable transactions of development sites with similar characteristics at the valuation date. This method involves characteristics at the valuation date. This method involves estimating the fair value of the completed project using either a estimating the fair value of the completed project using either a sales comparison or income capitalisation method, less amounts sales comparison or income capitalisation method, less amounts for estimated costs to completion, finance costs and a market- for estimated costs to completion, finance costs and a market- based profit margin providing a return on development risk. based profit margin providing a return on development risk. Macro-economic factors and uncertain market conditions impact Macro-economic factors and uncertain market conditions impact the valuation of investment and development property. The fact that the valuation of investment and development property. The fact that only a small percentage difference in individual property valuations, only a small percentage difference in individual property valuations, when aggregated, could result in a material misstatement, warrants when aggregated, could result in a material misstatement, warrants specific audit focus on this area. specific audit focus on this area. In addition, the valuation of the investment and development In addition, the valuation of the investment and development property in the current environment is particularly subjective given property in the current environment is particularly subjective given the current challenges facing the retail and hospitality occupier and the current challenges facing the retail and hospitality occupier and investor markets as a result of COVID-19. The pandemic has also investor markets as a result of COVID-19. The pandemic has also resulted in lower levels of comparable transactions and leasing resulted in lower levels of comparable transactions and leasing activity. These factors have significantly increased the subjectivity activity. These factors have significantly increased the subjectivity within these valuations for the year ended 31 December 2020. within these valuations for the year ended 31 December 2020. The valuers were engaged by the Directors, in accordance with the The valuers were engaged by the Directors, in accordance with the Royal Institution of Chartered Surveyors Valuation – Professional Royal Institution of Chartered Surveyors Valuation – Professional Standards (“RICS”). Standards (“RICS”). Assessing the valuers’ expertise and objectivity Assessing the valuers’ expertise and objectivity The valuers are well-known and established firms. We assessed the The valuers are well-known and established firms. We assessed the competence and capabilities of the valuers and verified their competence and capabilities of the valuers and verified their qualifications. We also assessed their independence by discussing qualifications. We also assessed their independence by discussing the scope of their work and reviewing the terms of their engagement the scope of their work and reviewing the terms of their engagement for unusual terms or fee arrangements. Based on this work, we are for unusual terms or fee arrangements. Based on this work, we are satisfied that the valuers were independent and competent and the satisfied that the valuers were independent and competent and the scope of their work was appropriate. scope of their work was appropriate. We engaged internal real estate valuation experts and qualified We engaged internal real estate valuation experts and qualified chartered surveyors with deep market knowledge in reading the external chartered surveyors with deep market knowledge in reading the external valuation reports prepared by CBRE (in respect of the Covent Garden valuation reports prepared by CBRE (in respect of the Covent Garden portfolio) and JLL (in respect of the Lillie Square development). We portfolio) and JLL (in respect of the Lillie Square development). We confirmed that the valuation approaches for each were in accordance confirmed that the valuation approaches for each were in accordance with the RICS standards and suitable for use in determining the final with the RICS standards and suitable for use in determining the final value for the purpose of the financial statements. value for the purpose of the financial statements. Data provided to the valuers Data provided to the valuers For investment properties, we validated a sample of the data provided For investment properties, we validated a sample of the data provided to the valuers by management and found that it was consistent with to the valuers by management and found that it was consistent with the information we audited. This data included tenancy schedules, cost the information we audited. This data included tenancy schedules, cost schedules, square footage details, capital receipts from residential sales schedules, square footage details, capital receipts from residential sales completions and capital expenditure over the period, which we agreed completions and capital expenditure over the period, which we agreed back to appropriate supporting documentation. back to appropriate supporting documentation. For development properties, we agreed that the planned schemes For development properties, we agreed that the planned schemes being valued were consistent with the actual planned developments. being valued were consistent with the actual planned developments. Assumptions and estimates used by the valuers Assumptions and estimates used by the valuers We met with the valuers independently of management and gained an We met with the valuers independently of management and gained an understanding of the valuation methods and assumptions used. We understanding of the valuation methods and assumptions used. We compared the movement in capital values over the period with market compared the movement in capital values over the period with market sector benchmarks to help identify significant changes in assumptions. sector benchmarks to help identify significant changes in assumptions. The nature of assumptions used varied across the portfolio, depending The nature of assumptions used varied across the portfolio, depending on the nature of each property but they included estimated capital on the nature of each property but they included estimated capital values, investment yields, estimated rental values, estimates of void rates values, investment yields, estimated rental values, estimates of void rates and rent free periods, construction costs, finance cost and developers’ and rent free periods, construction costs, finance cost and developers’ margins. In each of these areas, and on a sample basis, we compared margins. In each of these areas, and on a sample basis, we compared the estimates and assumptions used by the valuers against our own the estimates and assumptions used by the valuers against our own expectations, using evidence of comparable market transactions. Where expectations, using evidence of comparable market transactions. Where we identified estimates and assumptions that were outside the typical we identified estimates and assumptions that were outside the typical ranges used, we discussed these with the valuers to understand the ranges used, we discussed these with the valuers to understand the rationale and then assessed, based on all the available evidence and our rationale and then assessed, based on all the available evidence and our experience in this sector, whether the use of the estimate or assumption experience in this sector, whether the use of the estimate or assumption was justified. was justified. As part of this work, we considered the reasonableness of As part of this work, we considered the reasonableness of assumptions that are not so readily comparable with published assumptions that are not so readily comparable with published benchmarks, in particular ERV where, for a sample of individual benchmarks, in particular ERV where, for a sample of individual units, we specifically challenged the valuers to support their units, we specifically challenged the valuers to support their individual ERV assumptions with reference to available evidence individual ERV assumptions with reference to available evidence and in the context of the impact of COVID-19 on retailers. and in the context of the impact of COVID-19 on retailers. It was evident from our interaction with the external valuers, and It was evident from our interaction with the external valuers, and from our review of the valuation reports, that close attention had from our review of the valuation reports, that close attention had been paid to each property’s individual characteristics at a detailed, been paid to each property’s individual characteristics at a detailed, tenant by tenant level, as well as considering specific factors such as tenant by tenant level, as well as considering specific factors such as the latest leasing and sale activity, the desirability of the asset and the latest leasing and sale activity, the desirability of the asset and the impact that COVID-19 has had on the asset. the impact that COVID-19 has had on the asset. Our testing indicated that the estimates and assumptions used were Our testing indicated that the estimates and assumptions used were appropriate in the context of the Group’s property portfolio and appropriate in the context of the Group’s property portfolio and reflected the circumstances of the market in the year. reflected the circumstances of the market in the year. 110 110 110 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER We evaluated the methodology utilised by the Directors in determining the ECL provisions as at 31 December 2020 and satisfied ourselves that the approach is compliant with the requirements of IFRS 9 Financial Instruments. We obtained and checked the mathematical accuracy, and completeness, of the underlying data used to calculate the provision balances, both in respect of rent arrears and unamortised lease incentives. This included verifying, on a sample basis, a tenant’s year end outstanding receivable balance; a tenant’s year end unamortised lease incentive balance; the tenant’s credit history and current trading performance; the status of ongoing discussions with the tenant in particular in relation to the impact of COVID-19 on rent collection; the ageing of the balances; the level of cash collections both during the year and post year end; and forward looking macroeconomic factors, amongst others. For a sample of tenant debtors across the different risk categories, we obtained and reviewed the assessment performed by management to determine the tenant’s viability and associated risk categorisation. We verified the mathematical accuracy of the provision calculations and checked that the provision had been calculated in line with IFRS 9 and the Group’s accounting policy. We performed sensitivity analysis to understand the impact that reasonable changes in the provisioning percentage assumptions could have on the overall ECL provision and assessed the appropriateness of related disclosures in the notes to the accounts. Based on our audit work performed, we consider the approach to the methodology for, and calculation of ECL provisions to be appropriate. RECOVERABILITY OF RENTAL RECEIVABLES, DEFERRALS AND LEASE INCENTIVES (GROUP) Refer to the Audit Committee Report and notes 1 and 4 to the financial statements. At 31 December 2020, the Group has rent receivable balances of £34.7 million against which an Expected Credit Loss (ECL) provision of £12.4 million has been booked and £37.5 million of unamortised lease incentives, against which an ECL provision of £6.1 million has been booked. The disruption created by COVID-19, in particular the closure of non-essential retail at various times during the year, has placed significant stress on the Group’s tenants. In response to this, the Group has provided significant support to its tenants in the form of rent deferrals, rent-free periods and other arrangements, depending on the position of each tenant. This has resulted in a significant increase in the level of arrears as at 31 December 2020 and incremental lease incentives carried on the Group’s balance sheet. As a result, there is a heightened level of judgement and estimation uncertainty associated with calculating the required ECL provision, both in respect of rent receivables and unamortised lease incentives. The effects of the pandemic are likely to continue to be experienced for some time. In this context the estimation of an ECL provision against accounts receivables and unamortised lease incentives is highly subjective and contains significant estimation uncertainty. The Directors have utilised a provisioning matrix methodology to determine the ECL provision. Under this approach each tenant has been placed into a risk category based on the perceived risk of tenant default. Multiple data points have been used to drive this categorisation including: the size and type of business, payment history, latest current trading performance, credit information, forward-looking economic factors and ongoing tenant negotiations. A provisioning percentage has then been applied to each category to reflect the expected portion of receivables within each risk category for which an ECL provision is required. In considering the provision for unamortised lease incentives management has also assessed whether a tenant is expected to continue in operation until the planned end of its lease term. Management has also considered the additional security provided by tenant deposits when considering required ECL provisions. On the basis of the significant estimation uncertainty in determining appropriate level of ECL provisions, in particular given the ongoing impact that COVID-19 is having on the retail and food and beverage sectors, we identified this as a key audit matter. www.capitalandcounties.com www.capitalandcounties.com 111 111 Strategic reportGovernanceFinancial statements INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC CONTINUED CONTINUED KEY AUDIT MATTER KEY AUDIT MATTER GOING CONCERN (GROUP) GOING CONCERN (GROUP) The Group’s financial statements at 31 December 2020 have been prepared on a The Group’s financial statements at 31 December 2020 have been prepared on a going concern basis. Refer to note 1 Basis of preparation. going concern basis. Refer to note 1 Basis of preparation. The ongoing COVID-19 pandemic and associated government The ongoing COVID-19 pandemic and associated government restrictions have had a significant impact on the Group’s Covent restrictions have had a significant impact on the Group’s Covent Garden portfolio and are likely to impact the Group’s net rental Garden portfolio and are likely to impact the Group’s net rental income well into 2021 and potentially beyond. income well into 2021 and potentially beyond. Accordingly, the Directors have performed a detailed going concern Accordingly, the Directors have performed a detailed going concern assessment covering the period to 30 June 2022 (the “Going Concern assessment covering the period to 30 June 2022 (the “Going Concern period”) which considers the expected ongoing impact of COVID-19 period”) which considers the expected ongoing impact of COVID-19 on both available liquidity and covenant compliance. As a result the on both available liquidity and covenant compliance. As a result the Board has concluded that there are no material uncertainties Board has concluded that there are no material uncertainties regarding the Group’s ability to continue as a going concern. regarding the Group’s ability to continue as a going concern. In doing so the Directors have assessed a base case scenario, and have In doing so the Directors have assessed a base case scenario, and have also applied sensitivities in determining a severe but plausible also applied sensitivities in determining a severe but plausible downside scenario. downside scenario. As disclosed in note 1, in view of the expected negative impact on net As disclosed in note 1, in view of the expected negative impact on net rental income during 2021 the Directors have obtained a waiver of rental income during 2021 the Directors have obtained a waiver of the Group’s interest cover covenant for all assessment periods up to the Group’s interest cover covenant for all assessment periods up to and including 31 December 2021. and including 31 December 2021. In light of these covenant waivers, the risk associated with the going In light of these covenant waivers, the risk associated with the going concern assessment has been focused on the Group’s expected concern assessment has been focused on the Group’s expected covenant compliance for the first half of FY2022 (being the last six covenant compliance for the first half of FY2022 (being the last six months of the Going Concern period). months of the Going Concern period). HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER We evaluated the Directors’ going concern assessment and, with We evaluated the Directors’ going concern assessment and, with the support of internal specialists in this area, performed the the support of internal specialists in this area, performed the following procedures: following procedures: We assessed the appropriateness of the Group’s cash flow, liquidity We assessed the appropriateness of the Group’s cash flow, liquidity and gearing covenant forecasts in the context of the Group’s 2020 and gearing covenant forecasts in the context of the Group’s 2020 financial position. financial position. We understood and assessed the appropriateness of the key We understood and assessed the appropriateness of the key assumptions used both in the base case and in the severe but assumptions used both in the base case and in the severe but plausible downside scenario, including assessing whether we plausible downside scenario, including assessing whether we considered the downside sensitivities to be appropriately severe. considered the downside sensitivities to be appropriately severe. We corroborated key assumptions (eg rental income and finance We corroborated key assumptions (eg rental income and finance costs) to underlying documentation and ensured this was consistent costs) to underlying documentation and ensured this was consistent with our audit work in these areas. with our audit work in these areas. We obtained and reviewed documents confirming the waiver of We obtained and reviewed documents confirming the waiver of interest cover covenants for the periods to 30 June 2021 and 31 interest cover covenants for the periods to 30 June 2021 and 31 December 2021, as well as waivers received for the periods to 30 June December 2021, as well as waivers received for the periods to 30 June 2020 and 31 December 2020. 2020 and 31 December 2020. We tested the mathematical accuracy of management’s cash flow models. We tested the mathematical accuracy of management’s cash flow models. We obtained and reperformed the Group’s forecast covenant We obtained and reperformed the Group’s forecast covenant compliance calculations, including sensitising the forecasts of net compliance calculations, including sensitising the forecasts of net rental income and property values to assess the potential impact of rental income and property values to assess the potential impact of downside sensitivities on covenant compliance. downside sensitivities on covenant compliance. We considered the appropriateness of the mitigating actions We considered the appropriateness of the mitigating actions available to management in the event of the downside scenario available to management in the event of the downside scenario materialising. Specifically, we focused on whether these actions are materialising. Specifically, we focused on whether these actions are within the Group’s control and are achievable. within the Group’s control and are achievable. We reviewed the going concern disclosures in the financial statements. We reviewed the going concern disclosures in the financial statements. We also reviewed the disclosures provided relating to the going We also reviewed the disclosures provided relating to the going concern basis of preparation, and found that these provided an concern basis of preparation, and found that these provided an explanation of the Directors’ assessment that was consistent with the explanation of the Directors’ assessment that was consistent with the evidence we obtained. evidence we obtained. Our conclusions on going concern are set out in the “Conclusion Our conclusions on going concern are set out in the “Conclusion relating to Going concern”. relating to Going concern”. 112 112 112 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER We understood the detailed nature of the transactions and assessed the proposed accounting treatment and disclosures in relation to the Group’s accounting policies and applicable IFRS accounting standards. We obtained evidence to confirm that the Group is appropriately accounting for its stake in Shaftesbury PLC as an investment measured at fair value through profit and loss, on the basis that the Group has no significant influence over Shaftesbury PLC. We corroborated the carrying value of the Group’s investment in Shaftesbury PLC as at 31 December 2020 to publicly quoted share price information on that date. We obtained and reviewed the underlying documentation detailing the terms of the exchangeable bonds and the secured loan. We assessed the reasonableness of the valuation methodology and assumptions used in valuing the derivative liability within the exchangeable bonds as at 31 December 2020. We performed procedures to confirm that the secured loan has been accounted for appropriately and the financial covenant requirements in relation to the secured loan had been met at 31 December 2020. Based on the work performed, we found the accounting methods and disclosures applied in respect of the accounting for Shaftesbury PLC related transactions to be appropriate. ACCOUNTING FOR SHAFTESBURY RELATED TRANSACTIONS (GROUP) Refer to the Audit Committee Report and notes 17, 19 and 23 to the financial statements. During 2020 the Group acquired a significant investment in Shaftesbury PLC. The initial acquisition of shares was completed in two tranches for a total consideration of £436 million. Further, on 22 October 2020, the Group participated in a capital raising by Shaftesbury PLC and invested a further £65 million, resulting in an aggregate 25.2 per cent interest in Shaftesbury PLC. As at 31 December 2020 the carrying value of the Group’s investment was £551.8 million. Subsequent to the acquisition, the Group raised £400 million of financing via the issuance of £275 million exchangeable bonds and a £125 million secured loan, both linked to its investment in Shaftesbury PLC. The £275 million exchangeable bonds are exchangeable for shares of Shaftesbury PLC and have a cash coupon of 2.0 per cent per annum and are redeemable at par in March 2026. The bondholder has an option to call for settlement in Shaftesbury PLC shares (where the strike price has been achieved). If called upon, Capco (as issuer) has the right to settle any exchange of the bonds in Shaftesbury PLC shares, cash or a combination of Shaftesbury PLC shares and cash. For accounting purposes, the exchangeable bond has been bifurcated into a separate financial liability and an option element, the latter representing the fair value of the embedded option to convert the financial liability into equity of Shaftesbury PLC. The debt component has been valued based on the total proceeds less the fair value of the option and is subsequently accounted for at amortised cost. At 31 December 2020 the Group has recognised a derivative liability of £15.3 million and debt of £260.3 million (including £5.9 million of debt issue costs which are to be amortised over the period to maturity). The £125 million secured loan has a maturity of three years, is secured against shares in Shaftesbury PLC and is at an interest rate broadly in line with the Group’s weighted average cost of debt. These significant transactions warranted additional audit focus due to their magnitude and the potential for complex contractual terms that involve accounting judgement. www.capitalandcounties.com www.capitalandcounties.com 113 113 Strategic reportGovernanceFinancial statements INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC CONTINUED CONTINUED KEY AUDIT MATTER KEY AUDIT MATTER COVID-19 (GROUP) COVID-19 (GROUP) HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER Refer to the Strategic Report – Principal risks and uncertainties and Refer to the Strategic Report – Principal risks and uncertainties and the Viability statement, the Audit Committee Report and note 1 to the the Viability statement, the Audit Committee Report and note 1 to the financial statements. financial statements. We evaluated the Group’s updated risk assessment and analysis We evaluated the Group’s updated risk assessment and analysis and considered whether it addresses the relevant threats posed and considered whether it addresses the relevant threats posed by COVID-19. by COVID-19. Ability of the entity to continue as a going concern Ability of the entity to continue as a going concern Refer to the key audit matter above for details of how we considered Refer to the key audit matter above for details of how we considered the impact of COVID-19 in our audit procedures over going concern. the impact of COVID-19 in our audit procedures over going concern. Valuation of investment and development property Valuation of investment and development property Our procedures and conclusions in respect of the valuation of Our procedures and conclusions in respect of the valuation of investment and development properties are set out in the key investment and development properties are set out in the key audit matter above. audit matter above. Recoverability of rental receivables, deferrals and lease incentives Recoverability of rental receivables, deferrals and lease incentives Our procedures and conclusions in respect of expected credit loss Our procedures and conclusions in respect of expected credit loss provisions recorded for tenant receivable balances and unamortised provisions recorded for tenant receivable balances and unamortised lease incentives are set out in the key audit matter above. lease incentives are set out in the key audit matter above. Qualitative Disclosures in the Annual Report and Financial Statements Qualitative Disclosures in the Annual Report and Financial Statements In addition to the procedures above, we assessed the disclosures In addition to the procedures above, we assessed the disclosures presented in the Annual Report in relation to COVID-19, by presented in the Annual Report in relation to COVID-19, by reading the other information, including the Principal risks and reading the other information, including the Principal risks and uncertainties and the Viability statement set out in the Strategic uncertainties and the Viability statement set out in the Strategic report, and assessing their consistency with the financial statements report, and assessing their consistency with the financial statements and the evidence we obtained in our audit. We have nothing to and the evidence we obtained in our audit. We have nothing to report in respect of these disclosures. report in respect of these disclosures. We considered whether changes to working practices brought We considered whether changes to working practices brought about by COVID-19 had an adverse impact on the effectiveness of about by COVID-19 had an adverse impact on the effectiveness of management’s business process and IT controls. Our planned tests management’s business process and IT controls. Our planned tests of controls did not identify any evidence of material deterioration of controls did not identify any evidence of material deterioration in the control environment. in the control environment. The COVID-19 pandemic has had a significant impact on the Group, The COVID-19 pandemic has had a significant impact on the Group, reducing both property valuations and net rental income severely. reducing both property valuations and net rental income severely. The extent of the negative impact of the pandemic on future The extent of the negative impact of the pandemic on future performance is difficult to predict as government restrictions performance is difficult to predict as government restrictions continue, at least through the first half of 2021. continue, at least through the first half of 2021. The most significant impacts of COVID-19 on the Group and The most significant impacts of COVID-19 on the Group and Company financial statements have been: Company financial statements have been: Ability of the entity to continue as a going concern Ability of the entity to continue as a going concern The Directors’ have carefully considered the expected ongoing impact of The Directors’ have carefully considered the expected ongoing impact of COVID-19 on both available liquidity and covenant compliance and have COVID-19 on both available liquidity and covenant compliance and have concluded that there are no material uncertainties regarding the Group’s concluded that there are no material uncertainties regarding the Group’s ability to continue as a going concern. In doing so they have assessed ability to continue as a going concern. In doing so they have assessed a base case scenario, and have also applied sensitivities in determining a base case scenario, and have also applied sensitivities in determining a severe but plausible downside scenario. As disclosed in note 1 the a severe but plausible downside scenario. As disclosed in note 1 the Directors have obtained a waiver of the Group’s interest cover covenant Directors have obtained a waiver of the Group’s interest cover covenant for periods up to and including 31 December 2021. This is described in for periods up to and including 31 December 2021. This is described in the key matter above. the key matter above. Valuation of investment and development property Valuation of investment and development property The valuations of investment and development properties have The valuations of investment and development properties have fallen, in some cases significantly, during the year. The lower levels fallen, in some cases significantly, during the year. The lower levels of transactional activity and leasing evidence has also served to of transactional activity and leasing evidence has also served to heighten the estimation uncertainty within the valuations. This heighten the estimation uncertainty within the valuations. This is described in the key audit matter above. is described in the key audit matter above. Recoverability of rental receivables, deferrals and lease incentives Recoverability of rental receivables, deferrals and lease incentives The Expected Credit Loss provisions recognised against tenant The Expected Credit Loss provisions recognised against tenant receivable balances and unamortised lease incentives have receivable balances and unamortised lease incentives have significantly increased during the year as a result of the distress significantly increased during the year as a result of the distress being experienced by tenants as a result of COVID-19. This is being experienced by tenants as a result of COVID-19. This is described in the key audit matter above. described in the key audit matter above. Qualitative Disclosures in the Annual Report and Financial Statements Qualitative Disclosures in the Annual Report and Financial Statements In order to assess the impact of COVID-19 on the business, In order to assess the impact of COVID-19 on the business, management have updated their risk assessment and prepared an management have updated their risk assessment and prepared an analysis of the potential impact on revenues, profits, cash flows, analysis of the potential impact on revenues, profits, cash flows, operations and the liquidity position of the Group over the next operations and the liquidity position of the Group over the next three years. The Directors’ conclusions in this area are set out in three years. The Directors’ conclusions in this area are set out in the Viability Statement on page 32. the Viability Statement on page 32. How we tailored the audit scope How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. they operate. The Group is structured along the following business lines: Covent Garden, Lillie Square and Other. The Group engagement team audited The Group is structured along the following business lines: Covent Garden, Lillie Square and Other. The Group engagement team audited all business lines. all business lines. 114 114 114 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall materiality £29.1 million (2019: £31.0 million). £23.2 million (2019: £20.6 million). Group financial statements Company financial statements How we determined it 1 per cent of total assets 1 per cent of total assets Rationale for benchmark applied The key measure of the Group’s performance is the valuation of investment and development properties and the balance sheet as a whole. On this basis, and consistent with the prior year, we set an overall Group materiality level based on total assets. The Company is predominantly an investment holding company and therefore total assets is deemed the most appropriate benchmark. In addition to overall Group materiality, a specific materiality was also applied to certain areas of the income statement and related working capital balances. Our specific materiality is aligned with the metrics in the consolidated income statement that we believe are of particular interest to the members and we determined those metrics to be net rental income and net finance costs. In order to reflect their specific characteristics, we applied materiality levels of 5 per cent of the three year average of net rental income from 2018 – 2020 and 5 per cent of net finance costs. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75 per cent of overall materiality, amounting to £21.8 million for the Group financial statements and £17.4 million for the Company financial statements. In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £1.5 million (Group audit) (2019: £1.5 million) and £1.2 million (Company audit) (2019: £1.0 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. CONCLUSION RELATING TO GOING CONCERN Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting included procedures outlined in the key audit matter above. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Company’s ability to continue as a going concern. In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. REPORTING ON OTHER INFORMATION The other information comprises all of the information in the Annual Report other than the financial statements and our Auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. www.capitalandcounties.com www.capitalandcounties.com 115 115 Strategic reportGovernanceFinancial statements INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC INDEPENDENT AUDITOR S ’ REPO RT TO THE MEMBER S OF C A PITAL & C O UNTIES PRO PERTIES PLC CONTINUED CONTINUED With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. as described below. STRATEGIC REPORT AND DIRECTORS’ REPORT STRATEGIC REPORT AND DIRECTORS’ REPORT In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ Report for the year ended 31 December 2020 is consistent with the financial statements and has been prepared in accordance with applicable Report for the year ended 31 December 2020 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. legal requirements. In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors’ Report. not identify any material misstatements in the Strategic report and Directors’ Report. DIRECTORS’ REMUNERATION DIRECTORS’ REMUNERATION In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Act 2006. CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of the The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report. Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to: material to add or draw attention to in relation to: ◦ The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; ◦ The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; ◦ The disclosures in the Annual Report & Accounts that describe those principal risks, what procedures are in place to identify emerging ◦ The disclosures in the Annual Report & Accounts that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; risks and an explanation of how these are being managed or mitigated; ◦ The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of ◦ The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; to do so over a period of at least twelve months from the date of approval of the financial statements; ◦ The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why ◦ The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why the period is appropriate; and the period is appropriate; and ◦ The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and ◦ The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. qualifications or assumptions. Our review of the Directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an audit and Our review of the Directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their statement; checking that the statement is in only consisted of making inquiries and considering the Directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit. of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit: governance statement is materially consistent with the financial statements and our knowledge obtained during the audit: ◦ The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides ◦ The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy; the information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy; ◦ The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and ◦ The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and ◦ The section of the Annual Report describing the work of the Audit Committee. ◦ The section of the Annual Report describing the work of the Audit Committee. We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s compliance We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors. the auditors. 116 116 116 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT Responsibilities of the Directors for the financial statements As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and 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 either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. COMPANIES ACT 2006 EXCEPTION REPORTING Under the Companies Act 2006 we are required to report to you if, in our opinion: ◦ we have not obtained all the information and explanations we require for our audit; or ◦ adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or ◦ certain disclosures of Directors’ remuneration specified by law are not made; or ◦ the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. APPOINTMENT Following the recommendation of the Audit Committee, we were appointed by the members on 3 June 2010 to audit the financial statements for the year ended 31 December 2010 and subsequent financial periods. The period of total uninterrupted engagement is 11 years, covering the years ended 31 December 2010 to 31 December 2020. ANDREW PAYNTER (SENIOR STATUTORY AUDITOR) FOR AND ON BEHALF OF PRICEWATERHOUSECOOPERS LLP CHARTERED ACCOUNTANTS AND STATUTORY AUDITORS LONDON 8 March 2021 www.capitalandcounties.com www.capitalandcounties.com 117 117 Strategic reportGovernanceFinancial statements CONSOLIDATE D I NC O M E S T A T E M E N T CONSOLIDATE D I NC O M E S T A T E M E N T F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 Continuing operations Continuing operations Revenue Revenue Rental income Rental income Rental expenses1 Rental expenses1 Net rental income Net rental income Other (costs)/income Other (costs)/income Loss on revaluation and sale of investment and development property Loss on revaluation and sale of investment and development property Change in fair value of financial assets through profit or loss Change in fair value of financial assets through profit or loss Impairment of investments and other receivables Impairment of investments and other receivables Administration expenses Administration expenses Operating loss Operating loss Finance income Finance income Finance costs Finance costs Other finance income Other finance income Other finance costs Other finance costs Change in fair value of derivative financial instruments Change in fair value of derivative financial instruments Net finance costs Net finance costs Share of post-tax loss from joint ventures Share of post-tax loss from joint ventures Loss before tax Loss before tax Current tax Current tax Deferred tax Deferred tax Taxation Taxation Loss for the year from continuing operations Loss for the year from continuing operations Discontinued operation Discontinued operation Profit/(loss) for the year from discontinued operation Profit/(loss) for the year from discontinued operation Loss for the year Loss for the year Loss attributable to: Loss attributable to: Owners of the Parent Owners of the Parent Non-controlling interest Non-controlling interest Earnings per share attributable to owners of the Parent 2 Earnings per share attributable to owners of the Parent 2 Basic and diluted loss per share Basic and diluted loss per share Earnings per share from continuing operations attributable to owners of the Parent 2 Earnings per share from continuing operations attributable to owners of the Parent 2 Basic and diluted loss per share Basic and diluted loss per share Weighted average number of shares Weighted average number of shares Note Note 2020 2020 £m £m 2019 2019 £m £m 2 2 2 2 4 4 2 2 5 5 17 17 6 6 7 7 8 8 9 9 8 8 9 9 19 19 16 16 10 10 11 11 18 18 13 13 13 13 73.0 73.0 79.4 79.4 73.9 73.9 (58.0) (58.0) 15.9 15.9 (1.0) (1.0) (693.1) (693.1) 50.9 50.9 (28.2) (28.2) (655.5) (655.5) (31.0) (31.0) (686.5) (686.5) 0.5 0.5 (24.1) (24.1) 20.5 20.5 (0.6) (0.6) (14.5) (14.5) (18.2) (18.2) 77.6 77.6 (16.5) (16.5) 61.1 61.1 1.8 1.8 (43.3) (43.3) – – (21.0) (21.0) (1.4) (1.4) (43.4) (43.4) (44.8) (44.8) 0.5 0.5 (21.2) (21.2) 11.9 11.9 – – (5.2) (5.2) (14.0) (14.0) – – (2.5) (2.5) (704.7) (704.7) (61.3) (61.3) 0.8 0.8 0.2 0.2 1.0 1.0 (2.1) (2.1) 1.1 1.1 (1.0) (1.0) (703.7) (703.7) (62.3) (62.3) 1.0 1.0 (702.7) (702.7) (245.5) (245.5) (307.8) (307.8) (702.7) (702.7) – – (253.6) (253.6) (54.2) (54.2) (82.5)p (82.5)p (29.7)p (29.7)p (82.6)p (82.6)p 852.0m 852.0m (7.3)p (7.3)p 855.5m 855.5m 1. Included in rental expenses is £25.1 million (2019: £1.6 million) of expected credit loss relating to bad debt expense in relation to rent receivables and impairment of 1. Included in rental expenses is £25.1 million (2019: £1.6 million) of expected credit loss relating to bad debt expense in relation to rent receivables and impairment of tenant lease incentives. Rental expenses also include £16.7 million of lease modification expenses. See note 4 ‘Rental Expenses’ for further information. tenant lease incentives. Rental expenses also include £16.7 million of lease modification expenses. See note 4 ‘Rental Expenses’ for further information. 2. Earnings per share from the discontinued operation are shown in note 13 ‘Earnings per Share and Net Assets per Share’. 2. Earnings per share from the discontinued operation are shown in note 13 ‘Earnings per Share and Net Assets per Share’. 118 118 118 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 CONSOLIDATED STATE M ENT OF CO MPREHENSI V E INCOME CONSOLIDATED STATE M ENT OF CO MPREHENSI V E INCOME F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 Loss for the year Loss for the year Note Note 2020 2020 £m £m 2019 2019 £m £m (702.7) (702.7) (307.8) (307.8) Total comprehensive income/(expense) for the year Total comprehensive income/(expense) for the year (702.7) (702.7) (307.8) (307.8) Attributable to: Attributable to: Owners of the Parent Owners of the Parent Non-controlling interest Non-controlling interest Arising from: Arising from: Continuing operations Continuing operations Discontinued operation Discontinued operation 18 18 11 11 (702.7) (702.7) – – (703.7) (703.7) 1.0 1.0 (253.6) (253.6) (54.2) (54.2) (62.3) (62.3) (245.5) (245.5) www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com 119 119 119 Strategic reportGovernanceFinancial statements CONSOLIDATE D BA LAN C E S HEE T CONSOLIDATE D BA LAN C E S HEE T A S A T 3 1 D E C E M B E R 2 0 2 0 A S A T 3 1 D E C E M B E R 2 0 2 0 Non-current assets Non-current assets Investment and development property Investment and development property Property, plant and equipment Property, plant and equipment Investment in joint ventures Investment in joint ventures Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss Deferred tax Deferred tax Trade and other receivables Trade and other receivables Current assets Current assets Trade and other receivables Trade and other receivables Cash and cash equivalents Cash and cash equivalents Total assets Total assets Non-current liabilities Non-current liabilities Borrowings, including lease liabilities Borrowings, including lease liabilities Derivative financial instruments Derivative financial instruments Current liabilities Current liabilities Borrowings, including lease liabilities Borrowings, including lease liabilities Tax liabilities Tax liabilities Trade and other payables Trade and other payables Total liabilities Total liabilities Net assets Net assets Equity Equity Share capital Share capital Other components of equity Other components of equity Equity attributable to owners of the Parent Equity attributable to owners of the Parent Note Note 2020 2020 £m £m 2019 2019 £m £m 14 14 15 15 16 16 17 17 27 27 20 20 20 20 21 21 23 23 19 19 23 23 22 22 28 28 1,795.8 1,795.8 2,545.5 2,545.5 4.4 4.4 0.3 0.3 551.8 551.8 6.8 6.8 118.2 118.2 5.7 5.7 0.3 0.3 – – 6.6 6.6 248.8 248.8 2,477.3 2,477.3 2,806.9 2,806.9 65.7 65.7 365.1 365.1 430.8 430.8 139.4 139.4 153.1 153.1 292.5 292.5 2,908.1 2,908.1 3,099.4 3,099.4 (1,079.0) (1,079.0) (22.5) (22.5) (1,101.5) (1,101.5) (1.6) (1.6) (1.0) (1.0) (44.3) (44.3) (46.9) (46.9) (555.3) (555.3) (3.6) (3.6) (558.9) (558.9) (1.6) (1.6) (2.1) (2.1) (59.3) (59.3) (63.0) (63.0) (1,148.4) (1,148.4) (621.9) (621.9) 1,759.7 1,759.7 2,477.5 2,477.5 212.8 212.8 1,546.9 1,546.9 1,759.7 1,759.7 213.6 213.6 2,263.9 2,263.9 2,477.5 2,477.5 These consolidated financial statements have been approved for issue by the Board of Directors on 8 March 2021 and signed on its behalf by: These consolidated financial statements have been approved for issue by the Board of Directors on 8 March 2021 and signed on its behalf by: IAN HAWKSWORTH IAN HAWKSWORTH CHIEF EXECUTIVE CHIEF EXECUTIVE SITUL JOBANPUTRA SITUL JOBANPUTRA CHIEF FINANCIAL OFFICER CHIEF FINANCIAL OFFICER 120 120 120 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 CONSOLIDATED STATE M EN T O F C H A N G E S I N E Q U I T Y CONSOLIDATED STATE M EN T O F C H A N G E S I N E Q U I T Y F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 Share Share capital capital £m £m Share Share premium premium £m £m Note Note Equity attributable to owners of the Parent Equity attributable to owners of the Parent Capital Capital redemption redemption reserve reserve £m £m Merger Merger reserve1 reserve1 £m £m Share- Share- based based payment payment reserve reserve £m £m Other Other reserves reserves £m £m Retained Retained earnings earnings £m £m Non- Non- controlling controlling interest interest £m £m Total Total £m £m Total Total equity equity £m £m Balance at 1 January 2019 Balance at 1 January 2019 212.7 212.7 225.6 225.6 – 421.8 – 421.8 8.6 8.6 (0.6) 1,868.1 2,736.2 (0.6) 1,868.1 2,736.2 247.4 2,983.6 247.4 2,983.6 Loss for the year Loss for the year Total comprehensive expense for Total comprehensive expense for the year ended 31 December 2019 the year ended 31 December 2019 Transactions with owners Transactions with owners Ordinary shares issued2 Ordinary shares issued2 Dividends Dividends Realisation of merger reserve1 Realisation of merger reserve1 Realisation of share-based Realisation of share-based payment reserve on issue of payment reserve on issue of shares shares Fair value of share-based Fair value of share-based payment payment Realisation of cash flow hedge Realisation of cash flow hedge Contribution from non- Contribution from non- controlling interest controlling interest Derecognition of non-controlling Derecognition of non-controlling interest at disposal interest at disposal 28 28 12 12 18 18 18 18 – – – – – – – – 0.9 0.9 3.3 3.3 – – – – – – – – – – – – – – – – – – – – – – – – – – – – Total transactions with owners Total transactions with owners 0.9 0.9 3.3 3.3 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – (54.2) (54.2) – – – – – – – – – – – – – – – – – – – – (3.5) (3.5) 0.9 0.9 – – – – – – – – – – – – – – – – – – – – 0.2 0.2 – – – – (253.6) (253.6) (253.6) (253.6) (54.2) (54.2) (307.8) (307.8) (253.6) (253.6) (253.6) (253.6) (54.2) (54.2) (307.8) (307.8) (0.4) (0.4) 3.8 3.8 (12.7) (12.7) (12.7) (12.7) 54.2 54.2 – – 6.2 6.2 2.7 2.7 – – – – – – – – – – – – 3.8 3.8 (12.7) (12.7) – – 2.7 2.7 0.9 0.9 0.2 0.2 1.0 1.0 0.9 0.9 0.2 0.2 – – 1.0 1.0 – – – – – – – – – – (194.2) (194.2) (194.2) (194.2) (54.2) (54.2) (2.6) (2.6) 0.2 0.2 47.3 47.3 (5.1) (5.1) (193.2) (193.2) (198.3) (198.3) Balance at 31 December 2019 Balance at 31 December 2019 213.6 213.6 228.9 228.9 – 367.6 – 367.6 6.0 6.0 (0.4) 1,661.8 2,477.5 (0.4) 1,661.8 2,477.5 – 2,477.5 – 2,477.5 Loss for the year Loss for the year Total comprehensive expense for Total comprehensive expense for the year ended 31 December the year ended 31 December 2020 2020 Transactions with owners Transactions with owners Ordinary shares issued2 Ordinary shares issued2 Share buyback Share buyback Dividends Dividends Realisation of merger reserve1 Realisation of merger reserve1 Realisation of share-based Realisation of share-based payment reserve on issue of payment reserve on issue of shares shares Fair value of share-based Fair value of share-based payment payment 28 28 28 28 12 12 – – – – 0.7 0.7 (1.5) (1.5) – – – – – – – – – – – – 3.3 3.3 – – – – – – – – – – – – – – – – 1.5 1.5 – – – – – – – – – – – – – – – – – – (53.9) (53.9) – – – – Total transactions with owners Total transactions with owners (0.8) (0.8) 3.3 3.3 1.5 1.5 (53.9) (53.9) Balance at 31 December 2020 Balance at 31 December 2020 212.8 212.8 232.2 232.2 1.5 313.7 1.5 313.7 – – – – – – – – – – – – (0.9) (0.9) 1.3 1.3 0.4 0.4 6.4 6.4 – – – – – – – – – – – – – – – – – – (702.7) (702.7) (702.7) (702.7) (702.7) (702.7) (702.7) (702.7) – – 4.0 4.0 (11.8) (11.8) (11.8) (11.8) (8.5) (8.5) (8.5) (8.5) 53.9 53.9 – – 0.8 0.8 (0.1) (0.1) – – 1.3 1.3 34.4 34.4 (15.1) (15.1) – – – – – – – – – – – – – – – – – – (702.7) (702.7) (702.7) (702.7) 4.0 4.0 (11.8) (11.8) (8.5) (8.5) – – (0.1) (0.1) 1.3 1.3 (15.1) (15.1) (0.4) (0.4) 993.5 1,759.7 993.5 1,759.7 – 1,759.7 – 1,759.7 1. Represents non-qualifying consideration received by the Group following the share placing in May 2014 and previous share placements. The amounts taken to 1. Represents non-qualifying consideration received by the Group following the share placing in May 2014 and previous share placements. The amounts taken to the merger reserve do not currently meet the criteria for qualifying consideration and therefore will not form part of distributable reserves as they form part of the merger reserve do not currently meet the criteria for qualifying consideration and therefore will not form part of distributable reserves as they form part of linked transactions. Realised merger reserve relates to the Wellington block disposed of in the year as the properties were originally acquired using proceeds from the linked transactions. Realised merger reserve relates to the Wellington block disposed of in the year as the properties were originally acquired using proceeds from the share placements. In the prior year the realised merger reserve related to properties held in Earls Court Properties and Floral Court that were disposed of during 2019. share placements. In the prior year the realised merger reserve related to properties held in Earls Court Properties and Floral Court that were disposed of during 2019. 2. Share premium includes £3.3 million (2019: £3.2 million) of ordinary shares issued relating to the bonus issue in lieu of cash dividends. Refer to note 12 2. Share premium includes £3.3 million (2019: £3.2 million) of ordinary shares issued relating to the bonus issue in lieu of cash dividends. Refer to note 12 ‘Dividends’ for further information. ‘Dividends’ for further information. www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com 121 121 121 Strategic reportGovernanceFinancial statements STATEM ENT OF C ON SO LI DA TE D C A SH F LOW S STATEM ENT OF C ON SO LI DA TE D C A SH F LOW S F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 Cash flows from operating activities Cash flows from operating activities Cash (utilised)/generated from operations Cash (utilised)/generated from operations Interest paid Interest paid Interest received Interest received Tax paid Tax paid Net cash outflow from continuing operating activities Net cash outflow from continuing operating activities Net cash outflow from discontinued operating activities Net cash outflow from discontinued operating activities Net cash outflow from operating activities Net cash outflow from operating activities Cash flows from investing activities Cash flows from investing activities Purchase and development of property Purchase and development of property Sale of property Sale of property Sale of discontinued operation Sale of discontinued operation Sale of subsidiaries1 Sale of subsidiaries1 Acquisition of listed equity investment Acquisition of listed equity investment Loan advances to/(from) joint ventures Loan advances to/(from) joint ventures Net cash (outflow)/inflow from continuing investing activities Net cash (outflow)/inflow from continuing investing activities Net cash outflow from discontinued investing activities Net cash outflow from discontinued investing activities Net cash (outflow)/inflow from investing activities Net cash (outflow)/inflow from investing activities Cash flows from financing activities Cash flows from financing activities Issue of shares Issue of shares Share buyback Share buyback Borrowings drawn Borrowings drawn Borrowings repaid Borrowings repaid Principal element of lease payment Principal element of lease payment Purchase and repayment of derivative financial instruments Purchase and repayment of derivative financial instruments Cash dividends paid Cash dividends paid Net cash inflow/(outflow) from continuing financing activities Net cash inflow/(outflow) from continuing financing activities Net cash inflow from discontinued financing activities Net cash inflow from discontinued financing activities Net cash inflow/(outflow) from financing activities Net cash inflow/(outflow) from financing activities Net increase in cash and cash equivalents Net increase in cash and cash equivalents Unrestricted cash and cash equivalents at 1 January Unrestricted cash and cash equivalents at 1 January Unrestricted cash and cash equivalents at 31 December Unrestricted cash and cash equivalents at 31 December Note Note 31 31 31 31 11 11 11 11 23 23 23 23 12 12 11 11 21 21 2020 2020 £m £m 2019 2019 £m £m (32.3) (32.3) (22.7) (22.7) 0.5 0.5 (0.3) (0.3) (54.8) (54.8) – – (54.8) (54.8) (23.9) (23.9) 76.8 76.8 194.1 194.1 0.2 0.2 (500.9) (500.9) 3.2 3.2 (250.5) (250.5) – – (250.5) (250.5) – – (11.8) (11.8) 930.0 930.0 (390.0) (390.0) (0.9) (0.9) (5.4) (5.4) (4.6) (4.6) 517.3 517.3 – – 517.3 517.3 212.0 212.0 153.1 153.1 365.1 365.1 1.7 1.7 (20.2) (20.2) 0.5 0.5 (1.4) (1.4) (19.4) (19.4) (2.2) (2.2) (21.6) (21.6) (94.4) (94.4) 79.6 79.6 168.9 168.9 0.2 0.2 – – (1.5) (1.5) 152.8 152.8 (4.8) (4.8) 148.0 148.0 0.5 0.5 – – 105.0 105.0 (105.0) (105.0) (0.9) (0.9) (0.9) (0.9) (9.5) (9.5) (10.8) (10.8) 5.0 5.0 (5.8) (5.8) 120.6 120.6 32.5 32.5 153.1 153.1 1. Sale of subsidiaries includes deferred consideration of £0.2 million (2019: £0.2 million) relating to the disposal of The Brewery by EC&O Limited on 9 February 2012. 1. Sale of subsidiaries includes deferred consideration of £0.2 million (2019: £0.2 million) relating to the disposal of The Brewery by EC&O Limited on 9 February 2012. 122 122 122 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 NOTE S TO THE AC C O UN TS NOTE S TO THE AC C O UN TS 1 PRINCIPAL ACCOUNTING POLICIES 1 PRINCIPAL ACCOUNTING POLICIES GENERAL INFORMATION GENERAL INFORMATION Capital & Counties Properties PLC (the “Company”) was incorporated and registered in England and Wales and domiciled in the United Capital & Counties Properties PLC (the “Company”) was incorporated and registered in England and Wales and domiciled in the United Kingdom on 3 February 2010 under the Companies Act 2006 as a public company limited by shares, registration number 7145051. The Kingdom on 3 February 2010 under the Companies Act 2006 as a public company limited by shares, registration number 7145051. The registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity of the registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity of the Company is to act as the ultimate parent company of Capital & Counties Properties PLC Group (the “Group”), whose principal activity Company is to act as the ultimate parent company of Capital & Counties Properties PLC Group (the “Group”), whose principal activity is the investment, development and management of property. is the investment, development and management of property. The Group’s assets principally comprise investment and development property at Covent Garden. The Group’s assets principally comprise investment and development property at Covent Garden. BASIS OF PREPARATION BASIS OF PREPARATION The Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), The Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with international accounting as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. standards in conformity with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention as modified for the revaluation of property The consolidated financial statements have been prepared under the historical cost convention as modified for the revaluation of property and derivative financial instruments. and derivative financial instruments. The Directors have taken advantage of the exemption offered by section 408 of the Companies Act 2006 not to present a separate income The Directors have taken advantage of the exemption offered by section 408 of the Companies Act 2006 not to present a separate income statement or statement of comprehensive income for the Company. The financial statements of the Company are set out on pages 167-174. statement or statement of comprehensive income for the Company. The financial statements of the Company are set out on pages 167-174. In the current year, the Group has applied the below amendments to IFRS Standards and Interpretations issued by the Board that are In the current year, the Group has applied the below amendments to IFRS Standards and Interpretations issued by the Board that are effective for annual periods that begin on or after 1 January 2020. Their adoption has not had any material impact on the disclosures effective for annual periods that begin on or after 1 January 2020. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. or on the amounts reported in these financial statements. Amendments to References to the Conceptual Framework in IFRS Standards: Amendments to References to the Conceptual Framework in IFRS Standards: ◦ IAS 1 ‘Presentation of Financial Statements’ (amendment) (Definition of material) ◦ IAS 1 ‘Presentation of Financial Statements’ (amendment) (Definition of material) ◦ IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (amendment) (Definition of material) ◦ IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (amendment) (Definition of material) ◦ IFRS 3 ‘Business Combinations’ (amendment) (Definition of a business) ◦ IFRS 3 ‘Business Combinations’ (amendment) (Definition of a business) ◦ IFRS 7 ‘Financial Instruments: Disclosures’ (amendment) (Interest Rate Benchmark Reform) ◦ IFRS 7 ‘Financial Instruments: Disclosures’ (amendment) (Interest Rate Benchmark Reform) ◦ IFRS 9 ‘Financial Instruments’ (amendment) (Interest Rate Benchmark Reform) ◦ IFRS 9 ‘Financial Instruments’ (amendment) (Interest Rate Benchmark Reform) ◦ IFRS 16 ‘Leases’ (amendment) (COVID-19 related Rent Concessions) ◦ IFRS 16 ‘Leases’ (amendment) (COVID-19 related Rent Concessions) ◦ Amendments to IFRS (Annual improvements cycle 2015-2017) ◦ Amendments to IFRS (Annual improvements cycle 2015-2017) At the date of approval of the consolidated financial statements the following standards and interpretations which have not been applied At the date of approval of the consolidated financial statements the following standards and interpretations which have not been applied in these financial statements were in issue but not effective, and in some cases have not been adopted for use in the European Union in these financial statements were in issue but not effective, and in some cases have not been adopted for use in the European Union pursuant to Regulation (EC) No 1606/2002: pursuant to Regulation (EC) No 1606/2002: ◦ IAS 1 ‘Presentation of Financial Statements’ (amendment) (Classification of Liabilities as Current and Non-Current) ◦ IAS 1 ‘Presentation of Financial Statements’ (amendment) (Classification of Liabilities as Current and Non-Current) ◦ IFRS 3 ‘Business Combinations’ (amendment) (Reference to Conceptual Framework) ◦ IFRS 3 ‘Business Combinations’ (amendment) (Reference to Conceptual Framework) ◦ IAS 16 ‘Property, Plant and Equipment’ (amendment) (Proceeds before Intended Use) ◦ IAS 16 ‘Property, Plant and Equipment’ (amendment) (Proceeds before Intended Use) ◦ IFRS 10 and IAS 28 (amendments) (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture) ◦ IFRS 10 and IAS 28 (amendments) (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture) ◦ IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ (Onerous contracts – Cost of fulfilling a contract) ◦ IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ (Onerous contracts – Cost of fulfilling a contract) ◦ Amendments to IFRS (Annual improvements cycle 2018-2020) ◦ Amendments to IFRS (Annual improvements cycle 2018-2020) The Group has assessed the impact of these new standards and interpretations and does not anticipate any material impact on the The Group has assessed the impact of these new standards and interpretations and does not anticipate any material impact on the financial statements. financial statements. A summary of the Group’s principal accounting policies, which have been applied consistently across the Group, is set out below. A summary of the Group’s principal accounting policies, which have been applied consistently across the Group, is set out below. GOING CONCERN GOING CONCERN Taking account of current market conditions and significant uncertainties resulting from COVID-19, the Directors continue to assess the Taking account of current market conditions and significant uncertainties resulting from COVID-19, the Directors continue to assess the impact of the pandemic on the business in particular focusing on the appropriateness of adopting the going concern basis in preparing impact of the pandemic on the business in particular focusing on the appropriateness of adopting the going concern basis in preparing the consolidated financial statements. The Group’s going concern assessment covers the period to 30 June 2022, being a period of at least the consolidated financial statements. The Group’s going concern assessment covers the period to 30 June 2022, being a period of at least 12 months from the date of authorisation of these consolidated financial statements (the “going concern period”). 12 months from the date of authorisation of these consolidated financial statements (the “going concern period”). The Group’s conservative base case assumes a gradual recovery in business and consumer sentiment, including the implementation over The Group’s conservative base case assumes a gradual recovery in business and consumer sentiment, including the implementation over time of easing measures in relation to COVID-19. A recovery in footfall and sales has been assumed from the second half of 2021 onwards, time of easing measures in relation to COVID-19. A recovery in footfall and sales has been assumed from the second half of 2021 onwards, driven by the vaccination programme and restrictions being eased enabling non-essential retail and hospitality operators to reopen. The driven by the vaccination programme and restrictions being eased enabling non-essential retail and hospitality operators to reopen. The outlook for international travel remains uncertain, however it is anticipated that footfall and sales return to pre COVID-19 levels by the outlook for international travel remains uncertain, however it is anticipated that footfall and sales return to pre COVID-19 levels by the end of 2023. end of 2023. www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com 123 123 123 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED GOING CONCERN CONTINUED GOING CONCERN CONTINUED Severe but plausible downside scenario Severe but plausible downside scenario In determining the potential impact of COVID-19, the Group has also assessed a “severe but plausible” downside scenario which takes into In determining the potential impact of COVID-19, the Group has also assessed a “severe but plausible” downside scenario which takes into account current and potential further UK Government restrictions in response to the pandemic. This includes the following key assumptions: account current and potential further UK Government restrictions in response to the pandemic. This includes the following key assumptions: ◦ Rent concessions, including turnover–linked arrangements over the near-term, continue to be provided to a range of tenants, focusing ◦ Rent concessions, including turnover–linked arrangements over the near-term, continue to be provided to a range of tenants, focusing particularly on the retail, F&B and leisure sectors combined with extended voids and further tenant failures, leading to a substantial particularly on the retail, F&B and leisure sectors combined with extended voids and further tenant failures, leading to a substantial reduction in forecast net rental income over the going concern period. The rental concessions provided to tenants, notably rent free reduction in forecast net rental income over the going concern period. The rental concessions provided to tenants, notably rent free periods, create a divergence between cash collected and reported net rental income as rent-free periods are amortised over the lease term. periods, create a divergence between cash collected and reported net rental income as rent-free periods are amortised over the lease term. These assumptions have also been factored into the expected credit loss assessment. These assumptions have also been factored into the expected credit loss assessment. ◦ Declines in rental values, the impact of which will be seen through lease breaks, expiries or defaults, along with a widening of yields, ◦ Declines in rental values, the impact of which will be seen through lease breaks, expiries or defaults, along with a widening of yields, result in further reduced asset values and a significant reduction in rental income. result in further reduced asset values and a significant reduction in rental income. The Group has a strong balance sheet with net debt to gross assets of 28 per cent and access to cash and undrawn facilities of £1 billion as at The Group has a strong balance sheet with net debt to gross assets of 28 per cent and access to cash and undrawn facilities of £1 billion as at 31 December 2020. As at the year end, the Covent Garden group had net debt of £352 million and there is substantial headroom against the 31 December 2020. As at the year end, the Covent Garden group had net debt of £352 million and there is substantial headroom against the Covent Garden loan to value covenant with a loan to value ratio of 19 per cent. The Covent Garden debt matures between 2022 and 2037, Covent Garden loan to value covenant with a loan to value ratio of 19 per cent. The Covent Garden debt matures between 2022 and 2037, with the nearer term December 2022 maturity relating to the revolving credit facility which is substantially undrawn. No material debt with the nearer term December 2022 maturity relating to the revolving credit facility which is substantially undrawn. No material debt facilities are due to mature during the going concern period, no new financing is assumed during the going concern period and existing facilities are due to mature during the going concern period, no new financing is assumed during the going concern period and existing facilities are assumed to remain available. facilities are assumed to remain available. The Group has strong, long-term relationships with its lenders, and the Directors believe that the Group’s lenders will continue to view the The Group has strong, long-term relationships with its lenders, and the Directors believe that the Group’s lenders will continue to view the Group as a well-positioned customer throughout the going concern period. The Group’s financial resources are expected to be sufficient to Group as a well-positioned customer throughout the going concern period. The Group’s financial resources are expected to be sufficient to cover forecast property operating costs, administrative expenses, finance and other costs over the going concern period. The Covent Garden cover forecast property operating costs, administrative expenses, finance and other costs over the going concern period. The Covent Garden debt facilities have two principal financial covenants, being a loan to value ratio of up to 60 per cent and interest cover of at least 120 per debt facilities have two principal financial covenants, being a loan to value ratio of up to 60 per cent and interest cover of at least 120 per cent. Each of these is tested as at or in respect of the six months ending 30 June and the 12 months ending 31 December. cent. Each of these is tested as at or in respect of the six months ending 30 June and the 12 months ending 31 December. The independent property valuation could withstand a further 68 per cent decline during the going concern period before a breach of the The independent property valuation could withstand a further 68 per cent decline during the going concern period before a breach of the LTV covenant, absent any mitigating actions which the Group may take. Due to the anticipated impact on reported net rental income of LTV covenant, absent any mitigating actions which the Group may take. Due to the anticipated impact on reported net rental income of COVID-19, a waiver of the interest cover covenant has been agreed with the Covent Garden lenders in relation to the period up to and COVID-19, a waiver of the interest cover covenant has been agreed with the Covent Garden lenders in relation to the period up to and including 31 December 2021, in addition to that already in place for 31 December 2020. During the remainder of the going concern period including 31 December 2021, in addition to that already in place for 31 December 2020. During the remainder of the going concern period (being the first half of 2022) there is projected to be headroom against the interest cover covenant even in the severe but plausible scenario. (being the first half of 2022) there is projected to be headroom against the interest cover covenant even in the severe but plausible scenario. Mitigating actions, including those within the Group’s control such as reducing certain discretionary expenses and/or finance costs, would Mitigating actions, including those within the Group’s control such as reducing certain discretionary expenses and/or finance costs, would provide further substantial headroom. provide further substantial headroom. Conclusion Conclusion Based on their analysis the Directors are satisfied that there is a reasonable expectation that the Group will be able to meet its ongoing and Based on their analysis the Directors are satisfied that there is a reasonable expectation that the Group will be able to meet its ongoing and future commitments for at least 12 months from the date of approval of the consolidated financial statements and have therefore resolved future commitments for at least 12 months from the date of approval of the consolidated financial statements and have therefore resolved that the financial statements be prepared on a going concern basis. that the financial statements be prepared on a going concern basis. BASIS OF CONSOLIDATION BASIS OF CONSOLIDATION These consolidated financial statements include the consolidation of the following limited partnerships: Capital & Counties CGP, Capco These consolidated financial statements include the consolidation of the following limited partnerships: Capital & Counties CGP, Capco CGP 2012 LP, CG Investments 2016 LP, Innova Investment Group Holdings LP and EC Properties LP (up until disposal on 29 November CGP 2012 LP, CG Investments 2016 LP, Innova Investment Group Holdings LP and EC Properties LP (up until disposal on 29 November 2019). The members of these qualifying partnerships have taken advantage of exemptions available in Statutory Instrument 2008/569 2019). The members of these qualifying partnerships have taken advantage of exemptions available in Statutory Instrument 2008/569 and therefore will not produce consolidated accounts at the partnership level. and therefore will not produce consolidated accounts at the partnership level. The consolidated financial statements are prepared in British pounds sterling, which is also determined to be the functional currency of The consolidated financial statements are prepared in British pounds sterling, which is also determined to be the functional currency of the Parent. the Parent. SUBSIDIARIES SUBSIDIARIES Subsidiaries are fully consolidated from the date on which the Group has control, it is exposed, or has rights, to variable returns from its Subsidiaries are fully consolidated from the date on which the Group has control, it is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over an entity. Subsidiaries cease to be consolidated involvement with an entity and has the ability to affect those returns through its power over an entity. Subsidiaries cease to be consolidated from the date this control is lost. from the date this control is lost. Non-controlling interests are recognised on the basis of their proportionate share in the recognised amounts of a subsidiary’s identifiable Non-controlling interests are recognised on the basis of their proportionate share in the recognised amounts of a subsidiary’s identifiable net assets. On the balance sheet non-controlling interests are presented separately from the equity of the owners of the Parent. Profit or loss net assets. On the balance sheet non-controlling interests are presented separately from the equity of the owners of the Parent. Profit or loss and total comprehensive income or expense for the period attributable to non-controlling interests are presented separately in the income and total comprehensive income or expense for the period attributable to non-controlling interests are presented separately in the income statement and the statement of comprehensive income. statement and the statement of comprehensive income. 124 124 124 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY The preparation of consolidated financial statements in accordance with IFRS requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, income and expenses from sources not readily apparent. Although these estimates and assumptions are based on management’s best knowledge of the amount, historical experiences and other factors, actual results ultimately may differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period. The significant areas of estimation and uncertainty are: Property valuation: The most significant area of estimation and uncertainty in the consolidated financial statements is in respect of the valuation of the property portfolio, where external valuations are obtained. The fair value of the Group’s investment, development and trading property at 31 December 2020 was determined by independent, appropriately qualified external valuers CBRE for the Covent Garden estate and JLL for Lillie Square. The valuations conform to the Royal Institution of Chartered Surveyors (“RICS”) Valuation Professional Standards. As various inputs used in the valuation calculations are based on assumptions, property valuations are inherently subjective and subject to a degree of uncertainty. The Group’s external valuers have made a number of assumptions as outlined within note 14 ‘Property Portfolio’ in forming their opinion on the valuation of the Group’s investment and trading properties and although these assumptions are in accordance with the RICS Valuation Professional Standards, if any prove to be incorrect, it may mean that the value of the Group’s properties differs from their valuation reported in the financial statements, which could have a material effect on the Group’s financial position. The key unobservable inputs used in the valuation models and a sensitivity analysis for each are disclosed on page 146. Impairment of trade receivables: COVID-19 has caused significant operational and financial challenges to the Group’s tenants and as a result tenant default risk has increased with rent collections significantly impacted. In view of disruption to business and consumer activity, bespoke support has been provided to customers on a case-by-case basis, which includes rent deferrals, rent-free periods and other arrangements reflecting the position of each customer. Assumptions are involved in the calculation of the impairment provision, using the expected credit loss model within IFRS 9, in respect of rent receivable balances outstanding at the period end. The expected credit loss rates are based on forward-looking information as well as historical evidence of collection with the Q2 to Q4 2020 quarterly collection statistics providing nine months of information as an indication of the COVID-19 trading period. However, in the current market, with greater uncertainty, additional information has been reviewed in calculating the expected credit loss. All tenants are allocated a risk rating, as determined by management, and provided a rating of maximum, high, medium and low risk. Maximum risk tenants, which account for 10 per cent of the commercial portfolio, are predominately in the retail and F&B sector. The classification is developed by taking into consideration information on the tenant’s credit rating, current financial position, historical trading performance, historical default rate and the current impact of COVID-19 on the operational performance of the business. In assessing the provision the Group identifies risk factors associated by sector (food and beverage, retail, office, leisure and residential) and the type of rent receivable outstanding (rent arrears, service charge, insurance, other). In determining the provision on a tenant-by-tenant basis, the Group considers both recent payment history and future expectations of the tenant’s ability to pay or possible default in order to recognise an expected credit loss allowance. Based on sector and rent receivable type a provision is provided in addition to full provision for maximum risk tenants or known issues. The provision for expected credit loss against rent receivables is £12.4 million (2019: £1.4 million) and is included within the rent receivable balance included in note 20 ‘Trade and Other Receivables’. An overall expense has been recorded through net rental income of £14.0 million (2019: £1.6 million) reflecting the rent receivables impaired in the year for tenant failures or tenants who have vacated as well as the movement on the balance sheet provision. The year end balance sheet provision is £12.4 million. Retail and F&B represents approximately 75 per cent of the Group’s portfolio and have been the sectors most impacted by COVID-19 and government restrictions, with these sectors making up over 85 per cent of the rent receivable balance. Tenants classified as maximum risk have been provided in full. High and medium risk tenants within the retail and F&B sectors represented 52 per cent of the overall provision and the Group has effectively provided for 44 per cent of the arrears. If the expected credit loss for these tenants was increased by ten per cent the provision would increase by £0.5 million and if low risk tenants are included it would increase to £0.7 million. If the expected credit loss was reduced by ten per cent the provision would decrease by £0.7 million and if low risk tenants are included would reduce by £0.9 million. The key areas of accounting judgement are: Property classification: Judgement is required in the classification of property between investment and development, trading and owner occupied. Management considers each property separately and reviews factors including the long-term intention for the property, in determining if trading, and the level of ancillary income, in determining if owner occupied, to ensure the appropriate classification. Other less significant judgements and sources of estimation and uncertainty relate to revenue recognition, REIT compliance, significant disposals, scope of consolidation, provisions, share-based payment and contingent liabilities. www.capitalandcounties.com www.capitalandcounties.com 125 125 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED OPERATING SEGMENTS OPERATING SEGMENTS Management has determined the operating segments with reference to reports on divisional financial performance and position that are Management has determined the operating segments with reference to reports on divisional financial performance and position that are regularly reviewed by the Executive Directors, who are deemed to be the chief operating decision makers. regularly reviewed by the Executive Directors, who are deemed to be the chief operating decision makers. REVENUE RECOGNITION REVENUE RECOGNITION Rental income is recognised as revenue on a straight-line basis over the lease term. Rental income is recognised as revenue on a straight-line basis over the lease term. Tenant lease incentive payments, and in certain instances surrender premium payments which are directly linked to new leases, are Tenant lease incentive payments, and in certain instances surrender premium payments which are directly linked to new leases, are amortised on a straight-line basis over the lease terms as a reduction in net rental income. Surrender premiums received for early amortised on a straight-line basis over the lease terms as a reduction in net rental income. Surrender premiums received for early termination of leases are reflected in net rental income. termination of leases are reflected in net rental income. A lease modification occurs when an existing lease is renegotiated. Lease modifications are accounted for as a new lease from the effective A lease modification occurs when an existing lease is renegotiated. Lease modifications are accounted for as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease. On entering into a lease modification any initial direct costs associated with the lease, including surrender premia previously the new lease. On entering into a lease modification any initial direct costs associated with the lease, including surrender premia previously paid, are derecognised through rental expense in the year. paid, are derecognised through rental expense in the year. Contingent rents, being those lease payments that are not fixed at the inception of a lease, for example increases arising on rent reviews Contingent rents, being those lease payments that are not fixed at the inception of a lease, for example increases arising on rent reviews and turnover rent, are recorded as income in the periods in which they are earned. and turnover rent, are recorded as income in the periods in which they are earned. Service charge income in the ordinary course of business is recorded as income over time in the year in which the services are provided. Service charge income in the ordinary course of business is recorded as income over time in the year in which the services are provided. Other income includes management fees charged to joint ventures for services associated with the management of properties and other Other income includes management fees charged to joint ventures for services associated with the management of properties and other general expenses as defined by management agreements. These fees are recognised over time, using time elapsed as the input method general expenses as defined by management agreements. These fees are recognised over time, using time elapsed as the input method which measures the benefit simultaneously received and consumed by the customer, over the period the services are provided. which measures the benefit simultaneously received and consumed by the customer, over the period the services are provided. Where revenue is obtained by the sale of property, it is recognised when the buyer obtains control of the property. This will normally Where revenue is obtained by the sale of property, it is recognised when the buyer obtains control of the property. This will normally take place on legal completion. take place on legal completion. FOREIGN CURRENCIES FOREIGN CURRENCIES Transactions in currencies other than the Group’s functional currency are recorded at the exchange rate prevailing at the transaction date. Transactions in currencies other than the Group’s functional currency are recorded at the exchange rate prevailing at the transaction date. Foreign exchange gains and losses resulting from settlement of these transactions and from retranslation of monetary assets and liabilities Foreign exchange gains and losses resulting from settlement of these transactions and from retranslation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. denominated in foreign currencies are recognised in the income statement. INCOME TAXES INCOME TAXES Current tax is the amount payable on the taxable income for the year and any adjustment in respect of prior years. It is calculated using Current tax is the amount payable on the taxable income for the year and any adjustment in respect of prior years. It is calculated using rates that have been enacted or substantially enacted by the balance sheet date. rates that have been enacted or substantially enacted by the balance sheet date. In accordance with IAS 12 ‘Income Taxes’, deferred tax is provided for using the balance sheet liability method on temporary differences In accordance with IAS 12 ‘Income Taxes’, deferred tax is provided for using the balance sheet liability method on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax bases of those assets and liabilities. between the carrying amounts of assets and liabilities for financial reporting purposes and the tax bases of those assets and liabilities. However, temporary differences are not recognised to the extent that they arise from the initial recognition of goodwill or an asset or However, temporary differences are not recognised to the extent that they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss; or are associated with investments in subsidiaries, joint ventures and associates where the timing of the reversal of the temporary or loss; or are associated with investments in subsidiaries, joint ventures and associates where the timing of the reversal of the temporary difference can be controlled by the parent, venture or investor, respectively, and it is probable that the temporary differences will not difference can be controlled by the parent, venture or investor, respectively, and it is probable that the temporary differences will not reverse in the foreseeable future. reverse in the foreseeable future. Deferred tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected Deferred tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that management believes it is probable that future taxable profit will be available Deferred tax assets are recognised only to the extent that management believes it is probable that future taxable profit will be available against which the deferred tax assets can be recovered. Deferred tax assets and liabilities are only offset when there is a legally enforceable against which the deferred tax assets can be recovered. Deferred tax assets and liabilities are only offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same right to offset current tax assets and liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same tax authority on either the same taxable group or different taxable entities where there is an intention to settle balances on a net basis. tax authority on either the same taxable group or different taxable entities where there is an intention to settle balances on a net basis. Tax is included in the income statement except when it relates to items recognised in other comprehensive income or directly in equity, Tax is included in the income statement except when it relates to items recognised in other comprehensive income or directly in equity, in which case the related tax is also recognised in other comprehensive income or directly in equity respectively. in which case the related tax is also recognised in other comprehensive income or directly in equity respectively. DISCONTINUED OPERATION DISCONTINUED OPERATION A discontinued operation is a component of the Group’s business that represents a separate major line of the business that has been A discontinued operation is a component of the Group’s business that represents a separate major line of the business that has been disposed of or is classified as held for sale. Discontinued operations are presented separately from continuing operations in both the disposed of or is classified as held for sale. Discontinued operations are presented separately from continuing operations in both the income statement and statement of cash flows. income statement and statement of cash flows. SHARE-BASED PAYMENT SHARE-BASED PAYMENT The cost of granting share options and other share-based remuneration to employees and Directors is recognised through the income The cost of granting share options and other share-based remuneration to employees and Directors is recognised through the income statement with reference to the fair value of the instrument at the date of grant. statement with reference to the fair value of the instrument at the date of grant. The income statement is charged over the vesting period of the options with a corresponding increase in equity. An option pricing model The income statement is charged over the vesting period of the options with a corresponding increase in equity. An option pricing model is used applying assumptions around expected yields, forfeiture rates, exercise price and volatility. is used applying assumptions around expected yields, forfeiture rates, exercise price and volatility. Upon eventual exercise, a reserves transfer occurs with no further charge reflected in the income statement. Upon eventual exercise, a reserves transfer occurs with no further charge reflected in the income statement. Own shares held in connection with employee share plans and other share-based payment arrangements are treated as treasury shares and Own shares held in connection with employee share plans and other share-based payment arrangements are treated as treasury shares and deducted from equity. deducted from equity. 126 126 126 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED INVESTMENT AND DEVELOPMENT PROPERTY Investment and development property is owned or leased by the Group and held for long-term rental income and capital appreciation. The Group has chosen to use the fair value model. Property and any related obligations are initially recognised when the significant risks and rewards attached to the property have transferred to the Group. Payments made in respect of the future acquisition of investment and development property are initially recognised as prepayments until the recognition criteria outlined above have been met. Investment and development property is recorded at cost and subsequently revalued at the balance sheet date to fair value as determined by professionally qualified external valuers on the basis of market value. The fair value of property is arrived at by adjusting the market value as above for directly attributable tenant lease incentives and fixed head leases. Property held under leases is stated gross of the recognised lease liability. The valuation is based upon assumptions as outlined within the property portfolio note. These assumptions conform with the RICS Valuation Professional Standards. The cost of properties includes capitalised interest and other directly attributable outgoings, with the exception of properties and land where no development is imminent in which case no interest is included. Interest is capitalised (before tax relief) on the basis of the weighted average cost of debt outstanding until the date of practical completion. When the Group redevelops a property for continued future use, that property is classified as investment and development property during the redevelopment period and continues to be measured at fair value. Gains or losses arising from changes in the fair value of investment and development property are recognised in the income statement in the period in which they arise. Depreciation is not provided in respect of investment property including plant and equipment integral to such investment property. Investment and development properties cease to be recognised as investment and development property when they have been disposed of or when they cease to be held for the purpose of generating rental income or for capital appreciation. Disposals are recognised on completion. Gains or losses arising are recognised in the income statement. The gain on disposal is determined as the difference between the net sales proceeds and the carrying amount of the asset at the commencement of the accounting period plus capital expenditure in the period. A property ceases to be recognised as investment and development property and is transferred at its fair value to trading property when in the Directors’ judgement, development commences with the intention of sale. Criteria considered in this assessment include the Board’s stated intention, contractual commitments and physical, legal and financial viability. When the use of a property changes from trading property to investment and development property, the property is transferred at fair value with any resulting gain or loss recognised in the income statement. TRADING PROPERTY Trading property comprises those properties that in the Directors’ view are not held for long-term rental income or capital appreciation and are expected to be disposed of within one year of the balance sheet date or to be developed with the intention to sell. Such property is constructed, acquired, or if transferred from investment and development property, transferred at fair value which is deemed to represent cost. Subsequently trading property is carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling costs. This approximates market value as determined by professionally qualified external valuers at the balance sheet date. Details of the valuation methodology are set out in note 14 ‘Property Portfolio’. The amount of any write down of trading property to market value is recognised as an expense in the period the write down occurs. Should a valuation uplift occur in a subsequent period, the amount of any reversal shall be recognised as a reduction in the previous write down in the period in which the uplift occurs. This may not exceed the property’s cost. The sale of trading property is recognised as revenue when the buyer obtains control of the property. Total costs incurred in respect of trading property are recognised simultaneously as an expense. LEASES The Group assesses whether a contract is or contains a lease, at inception of the contract. Group as a lessee: The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. www.capitalandcounties.com www.capitalandcounties.com 127 127 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED LEASES CONTINUED LEASES CONTINUED The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets that do not meet the definition of investment property in ‘Property, plant and equipment’ and lease The Group presents right-of-use assets that do not meet the definition of investment property in ‘Property, plant and equipment’ and lease liabilities in ‘Borrowings’ in the balance sheet. liabilities in ‘Borrowings’ in the balance sheet. Short-term leases and leases of low-value assets: Short-term leases and leases of low-value assets: The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Group as a lessor: Group as a lessor: As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risk and rewards incidental to ownership of the underlying asset, and classified as an operating lease if it does not. all the risk and rewards incidental to ownership of the underlying asset, and classified as an operating lease if it does not. As lessor, the Group accounts for a modification to an operating lease as a new lease from the effective date of the modification, considering As lessor, the Group accounts for a modification to an operating lease as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease. any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease. PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT Property consists of leased properties. At the commencement date of a lease, a right-of-use asset and a lease liability are recognised. Property consists of leased properties. At the commencement date of a lease, a right-of-use asset and a lease liability are recognised. Initial recognition of the asset and liability is measured at the present value of the lease payments, discounted at the average incremental Initial recognition of the asset and liability is measured at the present value of the lease payments, discounted at the average incremental borrowings rate applicable at the date of recognition. Depreciation is charged against the asset to the income statement on a straight-line borrowings rate applicable at the date of recognition. Depreciation is charged against the asset to the income statement on a straight-line basis over an asset’s estimated useful life. basis over an asset’s estimated useful life. Plant and equipment consist of fixtures, fittings and other office equipment. Plant and equipment are stated at cost less accumulated Plant and equipment consist of fixtures, fittings and other office equipment. Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes the original purchase price of the asset plus any attributable cost in depreciation and any accumulated impairment losses. Cost includes the original purchase price of the asset plus any attributable cost in bringing the asset to its working condition for its intended use. Depreciation is charged to the income statement on a straight-line basis bringing the asset to its working condition for its intended use. Depreciation is charged to the income statement on a straight-line basis over an asset’s estimated useful life, using the straight-line basis. Currently, the maximum life of the Group’s plant and equipment is over an asset’s estimated useful life, using the straight-line basis. Currently, the maximum life of the Group’s plant and equipment is 10 years. The residual value and useful life of an asset is reviewed at each financial year end. 10 years. The residual value and useful life of an asset is reviewed at each financial year end. INVESTMENT IN GROUP COMPANIES INVESTMENT IN GROUP COMPANIES Investment in Group companies, which eliminates on consolidation, is stated in the Company’s separate financial statements at cost Investment in Group companies, which eliminates on consolidation, is stated in the Company’s separate financial statements at cost less impairment losses, if any. Impairment losses are determined with reference to the investment’s fair value less estimated selling costs. less impairment losses, if any. Impairment losses are determined with reference to the investment’s fair value less estimated selling costs. Fair value is derived from the subsidiaries’, and their subsidiaries’, net assets at the balance sheet date. On disposal, the difference between Fair value is derived from the subsidiaries’, and their subsidiaries’, net assets at the balance sheet date. On disposal, the difference between the net disposal proceeds and its carrying amount is included in the income statement. the net disposal proceeds and its carrying amount is included in the income statement. INVESTMENT IN JOINT VENTURES INVESTMENT IN JOINT VENTURES Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Investments Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Investments in joint ventures are accounted for using the equity method. On initial recognition the investment is recognised at cost, and the carrying in joint ventures are accounted for using the equity method. On initial recognition the investment is recognised at cost, and the carrying amount is subsequently increased or decreased to recognise the Group’s share of the profit or loss of the joint venture after the date of amount is subsequently increased or decreased to recognise the Group’s share of the profit or loss of the joint venture after the date of acquisition. Goodwill, if any, on acquisition is included in the carrying amount of the investment. acquisition. Goodwill, if any, on acquisition is included in the carrying amount of the investment. The Group’s investment in joint ventures is presented separately on the balance sheet and the Group’s share of the joint venture’s post-tax The Group’s investment in joint ventures is presented separately on the balance sheet and the Group’s share of the joint venture’s post-tax profit or loss for the period is also presented separately in the income statement. profit or loss for the period is also presented separately in the income statement. Where there is an indication that the Group’s investment in joint ventures may be impaired the Group evaluates the recoverable amount Where there is an indication that the Group’s investment in joint ventures may be impaired the Group evaluates the recoverable amount of its investment, being the higher of the joint venture’s fair value less costs to sell and value in use. If the recoverable amount is lower than of its investment, being the higher of the joint venture’s fair value less costs to sell and value in use. If the recoverable amount is lower than the carrying value an impairment loss is recognised in the income statement. the carrying value an impairment loss is recognised in the income statement. If the Group’s share of losses in a joint venture equals or exceeds its investment in the joint venture, the Group does not recognise further If the Group’s share of losses in a joint venture equals or exceeds its investment in the joint venture, the Group does not recognise further losses, unless it has legal or constructive obligations to make payments on behalf of the joint venture. losses, unless it has legal or constructive obligations to make payments on behalf of the joint venture. 128 128 128 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED INVESTMENTS AND OTHER FINANCIAL ASSETS On initial recognition, a financial asset is classified as measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. For assets measured at fair value through profit or loss, gains and losses will be recorded in profit or loss. Purchases and sales of financial assets are recognised on trade date, being the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Financial assets at fair value through profit or loss comprise listed equity investments. The Group subsequently measures all equity investments at fair value. Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains or losses in the statement of profit or loss as applicable. DERIVATIVE FINANCIAL INSTRUMENTS The Group uses non-traded derivative financial instruments to manage exposure to interest rate risk. They are initially recognised on the trade date at fair value and subsequently remeasured at fair value based on market price. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Instruments that have not been designated as qualifying for hedge accounting are classified as fair value through profit and loss. Changes in fair value of these instruments are recognised directly in the income statement. The Group designates certain derivatives as hedges of a highly probable forecast transaction (cash flow hedge). For hedging instruments, the Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. TRADE AND OTHER RECEIVABLES Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost. The methodology for assessment of impairment is defined in the following paragraph. IMPAIRMENT OF FINANCIAL ASSETS The Group applies the IFRS 9 ‘Financial Instruments’ expected credit loss model in order to calculate a lifetime expected loss allowance for all financial assets. To measure the expected credit losses, receivables are reviewed on an individual contract basis. The expected loss rates are based on forward-looking information as well as historical evidence of collection. In the current environment the historical loss rates are adjusted to reflect current and future information such as estimated future cash flows or by using fair value where this is available through observable market prices and review of macro-economic factors which may affect the counter-party’s ability to settle the receivables. For rent receivables, all tenants are allocated a risk rating, as determined by management, and provided a rating of maximum, high, medium and low risk. Maximum risk tenants, which account for 10 per cent of the commercial portfolio, are predominantly in the retail and F&B sector. The classification is developed by taking into consideration information on the tenant’s credit rating, current financial position, historical trading performance, historical default rate and the current impact of COVID-19 on the operational performance of the business. In assessing the provision the Group identifies risk factors associated by sector (food and beverage, retail, office, leisure and residential) and the type of rent receivable outstanding (rent arrears, service charge, insurance, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant’s ability to pay or possible default in order to recognise an expected credit loss allowance. Based on sector and rent receivable type a provision is provided in addition to a full provision for maximum risk tenants or known issues. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the original impairment was recognised, the impairment reversal is recognised in the income statement on a basis consistent with the original charge. Tenant lease incentives are impaired based on an assessment of tenant affordability and fully impaired for all maximum risk tenants. www.capitalandcounties.com www.capitalandcounties.com 129 129 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED 1 PRINCIPAL ACCOUNTING POLICIES CONTINUED CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS Cash and cash equivalents are recognised at fair value. Cash and cash equivalents comprise cash on hand, deposits with banks and other Cash and cash equivalents are recognised at fair value. Cash and cash equivalents comprise cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less. short-term highly liquid investments with original maturities of three months or less. TRADE AND OTHER PAYABLES TRADE AND OTHER PAYABLES Trade payables are obligations for goods or services acquired in the ordinary course of business. Trade and other payables are recognised Trade payables are obligations for goods or services acquired in the ordinary course of business. Trade and other payables are recognised at fair value and subsequently measured at amortised cost until settled. at fair value and subsequently measured at amortised cost until settled. DEPOSITS DEPOSITS Property deposits and on account receipts are held within trade and other payables. Property deposits and on account receipts are held within trade and other payables. PROVISIONS PROVISIONS Provisions are recognised when the Group has a current obligation arising from a past event and it is probable that the Group will Provisions are recognised when the Group has a current obligation arising from a past event and it is probable that the Group will be required to settle the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the be required to settle the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date. obligation at the balance sheet date. BORROWINGS BORROWINGS Borrowings mainly comprise bank loans (revolving credit facility and secured loan), loan notes (US Private Placements) and compound Borrowings mainly comprise bank loans (revolving credit facility and secured loan), loan notes (US Private Placements) and compound financial instruments (exchangeable bonds). financial instruments (exchangeable bonds). Bank loans and loan notes are ordinarily recognised initially at their net proceeds as an approximation of fair value. If the transaction price Bank loans and loan notes are ordinarily recognised initially at their net proceeds as an approximation of fair value. If the transaction price is not an approximation of fair value at initial recognition, the Group determines the fair value as evidenced by a quoted price in an active is not an approximation of fair value at initial recognition, the Group determines the fair value as evidenced by a quoted price in an active market for an identical instrument or based on a valuation technique that uses data from observable markets. Bank loans and loan notes market for an identical instrument or based on a valuation technique that uses data from observable markets. Bank loans and loan notes are subsequently carried at amortised cost. Any transaction costs, premiums or discounts are capitalised and recognised over the contractual are subsequently carried at amortised cost. Any transaction costs, premiums or discounts are capitalised and recognised over the contractual life of the loan using the effective interest rate method, or on a straight-line basis where it is impractical to do so. life of the loan using the effective interest rate method, or on a straight-line basis where it is impractical to do so. In the event of early repayment, transaction costs, premia or discounts paid or unamortised costs are recognised immediately in the In the event of early repayment, transaction costs, premia or discounts paid or unamortised costs are recognised immediately in the income statement. income statement. Compound financial instruments issued by the Group comprise exchangeable bonds that are convertible into shares of another entity. The Compound financial instruments issued by the Group comprise exchangeable bonds that are convertible into shares of another entity. The exchangeable bonds are bifurcated into a liability and embedded derivative option component on initial recognition. The carrying value of exchangeable bonds are bifurcated into a liability and embedded derivative option component on initial recognition. The carrying value of the liability at initial recognition is the difference between the fair value of the entire instrument as a whole and the embedded derivative’s the liability at initial recognition is the difference between the fair value of the entire instrument as a whole and the embedded derivative’s fair value. Any directly attributable transaction costs are allocated to each component in proportion to their initial carrying amounts. The fair value. Any directly attributable transaction costs are allocated to each component in proportion to their initial carrying amounts. The issue costs apportioned to the embedded derivative are recognised immediately in the income statement. issue costs apportioned to the embedded derivative are recognised immediately in the income statement. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. Any transaction costs apportioned to the liability is included in the carrying amount and recognised over the effective interest method. Any transaction costs apportioned to the liability is included in the carrying amount and recognised over the contractual life of the liability using the effective interest rate method. contractual life of the liability using the effective interest rate method. Interest related to the financial liability is recognised in profit or loss. The embedded derivative is measured at fair value with the fair value Interest related to the financial liability is recognised in profit or loss. The embedded derivative is measured at fair value with the fair value adjustment accounted for directly through profit or loss. adjustment accounted for directly through profit or loss. PENSIONS PENSIONS The costs of the defined contribution scheme and the Group’s personal pension plans are charged against profits or losses in the year in The costs of the defined contribution scheme and the Group’s personal pension plans are charged against profits or losses in the year in which they fall due. which they fall due. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS Contingent liabilities are disclosed where there are present or possible obligations arising from past events, but the economic impact is Contingent liabilities are disclosed where there are present or possible obligations arising from past events, but the economic impact is uncertain in timing, occurrence or amount. A description of the nature and, where possible, an estimate of the financial effect of contingent uncertain in timing, occurrence or amount. A description of the nature and, where possible, an estimate of the financial effect of contingent liabilities are disclosed. liabilities are disclosed. Capital commitments are disclosed when the Group has a contractual future obligation which has not been provided for at the balance Capital commitments are disclosed when the Group has a contractual future obligation which has not been provided for at the balance sheet date. Amounts are only provided for where such obligations are onerous. sheet date. Amounts are only provided for where such obligations are onerous. SHARE CAPITAL SHARE CAPITAL Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. from equity, net of any tax effects. 130 130 130 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 2 SEGMENTAL REPORTING Management has determined the operating segments based on reports reviewed by the Executive Directors, who are deemed to be the chief operating decision makers. The principal performance measures have been identified as net rental income, underlying earnings per share and net asset value. For management and reporting purposes the Group is organised into the following divisions: ◦ Covent Garden; ◦ Other comprises the Shaftesbury PLC (‘Shaftesbury’) investment, Innova, The Great Capital Partnership, Earls Court Properties (up until disposal on 29 November 2019) and other head office companies and investments, including the payment of internal rent; ◦ Lillie Square represents the Group’s interests in Lillie Square and a number of smaller properties in the adjacent area. Management information is reported to the chief operating decision makers on a Group share basis. Outlined below is the Group share by segment: Segment Covent Garden Other Other, including the investment in Shaftesbury Innova GCP Earls Court Properties1 Lillie Square Lillie Square joint venture Lillie Square Holding Group Group share 100% 100% 50% 50% 0% 50% 100% 1. Earls Court Properties represented the Group’s interest in the Earls Court area comprising properties held in ECPL and EC Properties LP. ECPL was 63 per cent owned until 29 November 2019. EC Properties LP was 100 per cent owned until 29 November 2019. Subsequent to this the Group share ownership in ECPL and EC Properties LP is nil. Segmental reporting has been presented in line with management information and therefore consolidation adjustments are presented to reconcile segmental performance and position to the IFRS total. The Group’s operating segments derive their revenue primarily from rental income from lessees. Unallocated expenses consist primarily of costs incurred centrally which are neither directly nor meaningfully attributable to individual segments. www.capitalandcounties.com www.capitalandcounties.com 131 131 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 2 SEGMENTAL REPORTING CONTINUED 2 SEGMENTAL REPORTING CONTINUED REPORTABLE SEGMENTS REPORTABLE SEGMENTS Continuing operations Continuing operations Rental income Rental income Proceeds from sale of trading property Proceeds from sale of trading property Other costs Other costs Revenue Revenue Rent receivable Rent receivable Service charge income Service charge income Rental income Rental income Property and service charge expenses Property and service charge expenses Bad debt expenses Bad debt expenses Underlying net rental income/(expense) Underlying net rental income/(expense) Lease modification and impairment of tenant lease Lease modification and impairment of tenant lease incentives incentives Net rental income/(expense) Net rental income/(expense) Profit on sale of trading property Profit on sale of trading property Write down of trading property Write down of trading property Other costs Other costs Loss on revaluation and sale of investment and Loss on revaluation and sale of investment and development property development property Impairment of investments and other receivables Impairment of investments and other receivables Change in fair value of financial assets at fair value Change in fair value of financial assets at fair value through profit or loss through profit or loss Segment (loss)/profit Segment (loss)/profit Unallocated costs: Unallocated costs: Administration expenses Administration expenses Operating loss Operating loss Net finance costs1 Net finance costs1 Loss before tax Loss before tax Taxation Taxation Loss for the year from continuing operations Loss for the year from continuing operations Discontinued operation Discontinued operation Profit for the year from discontinued operation Profit for the year from discontinued operation Loss for the year Loss for the year Loss attributable to: Loss attributable to: Owners of the Parent Owners of the Parent Summary balance sheet Summary balance sheet Total segment assets2 Total segment assets2 Total segment liabilities2 Total segment liabilities2 Segmental net assets Segmental net assets Unallocated assets1 Unallocated assets1 Net assets Net assets Other segment items: Other segment items: Depreciation Depreciation Capital expenditure Capital expenditure Covent Covent Garden Garden £m £m 73.9 73.9 – – – – 73.9 73.9 68.8 68.8 5.1 5.1 73.9 73.9 (15.8) (15.8) (14.0) (14.0) 44.1 44.1 (27.8) (27.8) 16.3 16.3 – – – – – – (692.6) (692.6) – – – – (676.3) (676.3) Other Other £m £m – – – – (0.4) (0.4) (0.4) (0.4) – – – – – – (0.4) (0.4) – – (0.4) (0.4) – – (0.4) (0.4) – – – – (0.5) (0.5) – – – – 50.9 50.9 50.0 50.0 2020 2020 Lillie Lillie Square Square £m £m 1.9 1.9 64.9 64.9 – – 66.8 66.8 0.2 0.2 1.7 1.7 1.9 1.9 (2.0) (2.0) – – (0.1) (0.1) – – (0.1) (0.1) 8.9 8.9 (1.4) (1.4) – – Group Group total total £m £m Consolidation Consolidation adjustments adjustments £m £m 75.8 75.8 64.9 64.9 (0.4) (0.4) 140.3 140.3 69.0 69.0 6.8 6.8 75.8 75.8 (18.2) (18.2) (14.0) (14.0) 43.6 43.6 (27.8) (27.8) 15.8 15.8 8.9 8.9 (1.4) (1.4) (0.5) (0.5) (1.9) (1.9) (64.9) (64.9) (0.5) (0.5) (67.3) (67.3) (0.2) (0.2) (1.7) (1.7) (1.9) (1.9) 2.0 2.0 – – 0.1 0.1 – – 0.1 0.1 (8.9) (8.9) 1.4 1.4 (0.5) (0.5) IFRS IFRS total total £m £m 73.9 73.9 – – (0.9) (0.9) 73.0 73.0 68.8 68.8 5.1 5.1 73.9 73.9 (16.2) (16.2) (14.0) (14.0) 43.7 43.7 (27.8) (27.8) 15.9 15.9 – – – – (1.0) (1.0) (0.7) (0.7) (693.3) (693.3) 0.2 0.2 (28.2) (28.2) (693.1) (693.1) (28.2) (28.2) – – – – – – 50.9 50.9 – – 50.9 50.9 6.7 6.7 (619.6) (619.6) (35.9) (35.9) (655.5) (655.5) (31.5) (31.5) (651.1) (651.1) (29.7) (29.7) (680.8) (680.8) 1.0 1.0 0.5 0.5 (35.4) (35.4) 11.5 11.5 (23.9) (23.9) – – (31.0) (31.0) (686.5) (686.5) (18.2) (18.2) (704.7) (704.7) 1.0 1.0 (679.8) (679.8) (23.9) (23.9) (703.7) (703.7) 1.0 1.0 – – 1.0 1.0 (678.8) (678.8) (23.9) (23.9) (702.7) (702.7) (678.8) (678.8) (23.9) (23.9) (702.7) (702.7) 2,209.6 2,209.6 (740.5) (740.5) 1,469.1 1,469.1 586.7 586.7 (408.3) (408.3) 178.4 178.4 137.1 137.1 2,933.4 2,933.4 (46.8) (46.8) 2,886.6 2,886.6 (12.9) (12.9) (1,161.7) (1,161.7) 13.4 13.4 (1,148.3) (1,148.3) 124.2 124.2 1,771.7 1,771.7 (33.4) (33.4) 1,738.3 1,738.3 21.4 21.4 – – 21.4 21.4 1,793.1 1,793.1 (33.4) (33.4) 1,759.7 1,759.7 (0.3) (0.3) (19.1) (19.1) (1.2) (1.2) – – – – (8.1) (8.1) (1.5) (1.5) (27.2) (27.2) – – 7.0 7.0 (1.5) (1.5) (20.2) (20.2) 1. Represents Group cash held outside of the Covent Garden group. The Group operates a central treasury function which manages and monitors the Group’s finance 1. Represents Group cash held outside of the Covent Garden group. The Group operates a central treasury function which manages and monitors the Group’s finance income and costs on a net basis and a portion of the Group’s cash balances. income and costs on a net basis and a portion of the Group’s cash balances. 2. Total segmental assets and total segmental liabilities exclude loans between and investments in Group undertakings. 2. Total segmental assets and total segmental liabilities exclude loans between and investments in Group undertakings. 132 132 132 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 2 SEGMENTAL REPORTING CONTINUED REPORTABLE SEGMENTS Continuing operations Rental income Proceeds from sale of trading property Other income Revenue Rent receivable Service charge income Rental income Property and service charge expenses Bad debt expenses Net rental income/(expense) Profit on sale of trading property Other income Loss on revaluation and sale of investment and development property Impairment of other receivables Write down of trading property Segment profit/(loss) Unallocated costs: Administration expenses Operating loss Net finance costs1 Share of post-tax loss from joint ventures Loss before tax Taxation Loss for the year from continuing operations Discontinued operation Loss for the year from discontinued operation Loss for the year Loss attributable to: Owners of the Parent Non-controlling interest Summary balance sheet Total segment assets2 Total segment liabilities2 Segmental net assets Unallocated assets1 Net assets Other segment items: Depreciation Capital expenditure3 Covent Garden £m 77.6 – – 77.6 72.7 4.9 77.6 (14.5) (1.6) 61.5 – – (43.3) – – Other £m – – 0.9 0.9 – – – (0.3) – (0.3) – 0.9 – (15.0) – 18.2 (14.4) 2019 Lillie Square £m Group total £m Consolidation adjustments £m 0.8 5.1 – 5.9 0.2 0.6 0.8 (0.8) – – 0.9 – – – (0.4) 0.5 78.4 5.1 0.9 84.4 72.9 5.5 78.4 (15.6) (1.6) 61.2 0.9 0.9 (43.3) (15.0) (0.4) 4.3 (42.6) (38.3) (25.6) – (63.9) (1.0) (64.9) (245.5) (310.4) (256.2) (54.2) (0.8) (5.1) 0.9 (5.0) (0.2) (0.6) (0.8) 0.7 – (0.1) (0.9) 0.9 – (6.0) 0.4 (5.7) (0.8) (6.5) 11.6 (2.5) 2.6 – 2.6 – 2.6 2.6 – IFRS total £m 77.6 – 1.8 79.4 72.7 4.9 77.6 (14.9) (1.6) 61.1 – 1.8 (43.3) (21.0) – (1.4) (43.4) (44.8) (14.0) (2.5) (61.3) (1.0) (62.3) (245.5) (307.8) (253.6) (54.2) 2,617.8 (600.9) 2,016.9 223.7 (20.0) 203.7 189.7 3,031.2 (84.9) 2,946.3 (76.3) (697.2) 75.3 (621.9) 113.4 2,334.0 (9.6) 2,324.4 153.1 2,487.1 – 153.1 (9.6) 2,477.5 (0.2) (94.3) (1.1) (6.1) – (1.3) (32.2) (132.6) – 28.5 (1.3) (104.1) 1. The Group operates a central treasury function which manages and monitors the Group’s finance income and costs on a net basis and the majority of the Group’s cash balances. 2. Total segmental assets and total segmental liabilities exclude loans between and investments in Group undertakings. Total segment assets for Other includes £200.8 million which is the discounted balance of the deferred consideration from the sale of Earls Court Properties which is receivable in two equal instalments, 12 months and 24 months after completion. 3. Capital expenditure for Other includes £6.1 million relating to Earls Court Properties which was disposed of on 29 November 2019. www.capitalandcounties.com www.capitalandcounties.com 133 133 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 3 UNDERLYING EARNINGS 3 UNDERLYING EARNINGS The Group has applied the European Securities and Markets Authority (“ESMA”) guidelines on alternative performance measures The Group has applied the European Securities and Markets Authority (“ESMA”) guidelines on alternative performance measures (“APMs”) in these annual results. An APM is a financial measure of historical or future finance performance, position or cash flow of the (“APMs”) in these annual results. An APM is a financial measure of historical or future finance performance, position or cash flow of the Group which is not a measure defined or specified in IFRS. Group which is not a measure defined or specified in IFRS. One of the key performance measures the Group uses is underlying earnings. The Group considers the presentation of underlying earnings to be One of the key performance measures the Group uses is underlying earnings. The Group considers the presentation of underlying earnings to be useful supplementary information as it removes unrealised gains and certain other items and therefore represents the recurring, underlying useful supplementary information as it removes unrealised gains and certain other items and therefore represents the recurring, underlying performance of the business. Items that are excluded are net valuation gains/losses (including profits/losses on disposals), fair value changes, performance of the business. Items that are excluded are net valuation gains/losses (including profits/losses on disposals), fair value changes, impairment charges, net refinancing charges, costs of termination of derivative financial instruments and other non-recurring costs and income. impairment charges, net refinancing charges, costs of termination of derivative financial instruments and other non-recurring costs and income. Due to the impact of COVID-19 the calculation of underlying earnings has been reviewed and it has been determined to remove the Due to the impact of COVID-19 the calculation of underlying earnings has been reviewed and it has been determined to remove the impairment of tenant incentives and lease modification expenses recorded in rental expenses from underlying earnings. impairment of tenant incentives and lease modification expenses recorded in rental expenses from underlying earnings. £16.7 million lease modification expenses comprise directly attributable lease costs previously held on balance sheet and amortised in £16.7 million lease modification expenses comprise directly attributable lease costs previously held on balance sheet and amortised in accordance with IFRS 16. These non-cash costs have been incurred as a result of the Group providing rental support to its tenants during the accordance with IFRS 16. These non-cash costs have been incurred as a result of the Group providing rental support to its tenants during the COVID-19 pandemic and have been written off in the current period in accordance with the Group’s accounting policy. £11.1 million costs relate COVID-19 pandemic and have been written off in the current period in accordance with the Group’s accounting policy. £11.1 million costs relate to the impairment of tenant lease incentives in respect of tenants who have entered administration during the pandemic or are experiencing to the impairment of tenant lease incentives in respect of tenants who have entered administration during the pandemic or are experiencing significant disruption to cash flows. Given the scale of the rental support provided to tenants in 2020 these non-cash lease modification significant disruption to cash flows. Given the scale of the rental support provided to tenants in 2020 these non-cash lease modification expenses and impairment of incentives are highly material and at levels not experienced in the past nor expected to be incurred once expenses and impairment of incentives are highly material and at levels not experienced in the past nor expected to be incurred once tenant support measures required as a result of COVID-19 conclude. Accordingly they have been excluded from underlying profit on tenant support measures required as a result of COVID-19 conclude. Accordingly they have been excluded from underlying profit on that basis, as disclosed in the Group’s APM policy. Details of all APMs used by the Group are set out in the APM section on page 175. that basis, as disclosed in the Group’s APM policy. Details of all APMs used by the Group are set out in the APM section on page 175. Internally, the Board focuses on and reviews information and reports prepared on a Group share basis, which includes the Group’s share Internally, the Board focuses on and reviews information and reports prepared on a Group share basis, which includes the Group’s share of joint ventures. Underlying earnings is reported on a Group share basis. of joint ventures. Underlying earnings is reported on a Group share basis. The calculation of underlying earnings per share, reconciled to the IFRS loss for the year, is set out below: The calculation of underlying earnings per share, reconciled to the IFRS loss for the year, is set out below: Continuing operations Continuing operations Net rental income Net rental income Other (costs)/income Other (costs)/income Administration costs Administration costs Underlying operating profit Underlying operating profit Finance costs Finance costs Finance income Finance income Net finance costs Net finance costs (Loss)/profit before tax (Loss)/profit before tax Taxation Taxation Underlying (loss)/earnings from continuing operations Underlying (loss)/earnings from continuing operations Underlying loss from discontinued operations Underlying loss from discontinued operations Underlying (loss)/earnings Underlying (loss)/earnings Underlying (loss)/earnings per share from continuing operations (pence) Underlying (loss)/earnings per share from continuing operations (pence) Underlying loss per share from discontinued operations (pence) Underlying loss per share from discontinued operations (pence) Underlying (loss)/earnings per share (pence) Underlying (loss)/earnings per share (pence) Weighted average number of shares in issue Weighted average number of shares in issue Underlying (loss)/earnings from continuing operations Underlying (loss)/earnings from continuing operations Adjustment to reconcile to IFRS: Adjustment to reconcile to IFRS: Lease modification expenses Lease modification expenses Impairment of tenant lease incentives Impairment of tenant lease incentives Loss on revaluation and sale of investment and development property Loss on revaluation and sale of investment and development property Impairment of investments and other receivables Impairment of investments and other receivables Transaction related administration expenses Transaction related administration expenses Other finance income Other finance income Exceptional finance charges Exceptional finance charges Change in fair value of derivative financial instruments Change in fair value of derivative financial instruments Change in fair value of financial asset at fair value through profit or loss Change in fair value of financial asset at fair value through profit or loss Taxation Taxation Other Other Loss for the year from continuing operations Loss for the year from continuing operations Note Note 11 11 2020 2020 £m £m 43.6 43.6 (0.5) (0.5) (25.0) (25.0) 18.1 18.1 (24.3) (24.3) 0.5 0.5 (23.8) (23.8) (5.7) (5.7) (0.5) (0.5) (6.2) (6.2) – – (6.2) (6.2) (0.7) (0.7) – – (0.7) (0.7) 2019 2019 £m £m 61.2 61.2 0.9 0.9 (32.9) (32.9) 29.2 29.2 (21.4) (21.4) 0.5 0.5 (20.9) (20.9) 8.3 8.3 1.2 1.2 9.5 9.5 (0.5) (0.5) 9.0 9.0 1.1 1.1 (0.1) (0.1) 1.0 1.0 13 13 852.0m 852.0m 855.5m 855.5m (6.2) (6.2) 9.5 9.5 4 4 4 4 5 5 6 6 7 7 8 8 9 9 19 19 17 17 (16.7) (16.7) (11.1) (11.1) (693.1) (693.1) (28.2) (28.2) (6.5) (6.5) 20.5 20.5 (0.6) (0.6) (14.5) (14.5) 50.9 50.9 1.5 1.5 0.3 0.3 (703.7) (703.7) – – – – (43.3) (43.3) (21.0) (21.0) (9.7) (9.7) 11.9 11.9 – – (5.2) (5.2) – – (2.2) (2.2) (2.3) (2.3) (62.3) (62.3) 134 134 134 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 4 RENTAL EXPENSES Continuing operations Property expenses1 Service charge expenses Bad debt expenses Total property outgoings Lease modification expenses2 Impairment of tenant lease incentives2 Rental expenses 2020 £m 11.1 5.1 14.0 30.2 16.7 11.1 58.0 1. Included in property expenses for the current year is £1.2 million of COVID-19 related security, cleaning and equipment costs. 2. Lease modification expenses and impairment of tenant lease incentives have been excluded from underlying earnings. See note 3 ‘Underlying Earnings’ for further details. 5 LOSS ON REVALUATION AND SALE OF INVESTMENT AND DEVELOPMENT PROPERTY Continuing operations Loss on revaluation of investment and development property Loss on sale of investment and development property Loss on revaluation and sale of investment and development property 6 IMPAIRMENT OF INVESTMENTS AND OTHER RECEIVABLES Continuing operations Impairment of investments and other receivables 2020 £m 692.2 0.9 693.1 2020 £m 28.2 2019 £m 10.0 4.9 1.6 16.5 – – 16.5 2019 £m 41.1 2.2 43.3 2019 £m 21.0 Following an impairment review of amounts receivable from joint ventures by the Group, an impairment of £28.2 million (2019: £ 21.0 million) has been recognised. The impairment of £28.2 million (2019: £21.0 million) consisted of £28.2 million (2019: £8.5 million) in relation to the Lillie Square joint venture and £nil (2019: £12.5 million) in relation to the Group’s investment in the Innova joint venture. The Lillie Square joint venture is in a net liability position. It incurs amortisation charges on deep discount bonds that were issued to the Group and KFI which has contributed to the cumulative losses. The Group has recognised £11.3 million (2019: £11.3 million) finance income on these deep discount bonds. Although the Group’s investment in the Lillie Square joint venture has been previously fully impaired and the Group’s carrying value of investment in Lillie Square is £nil, the Group has issued funding to the joint venture in the form of a working capital loan and deep discount bonds. An impairment assessment was performed in accordance with IFRS 9 ‘Financial Instruments’ comparing the carrying amount of the working capital loan and deep discount bonds to the present value of the estimated future cash flows from the joint venture. This has resulted in a write down of £28.2 million (2019: £8.5 million) during the year, of which £3.1 million has been recognised against the working capital loan (2019: £1.2 million) and £25.1 million against the deep discount bonds (2019: £7.3 million). The key assumptions made in the impairment assessment were the cash flows to be generated over the project life and the timing thereof. In terms of IFRS 9 requirements the Group applied a pre-tax discount rate of 12 per cent, being the historical effective interest rate on the deep discount bonds to the cash flows which are in line with the strategic plan of the joint venture. As a result, the Group concluded that the recoverable amounts were not greater than the carrying amounts and an impairment was required. A sensitivity analysis was performed to consider the impact of reasonably possible changes to the Group’s assumptions. By way of illustration, a delay to the timing of the cash flows as a result of COVID-19 and other market conditions by an additional six months would have resulted in an impairment charge of £32.3 million. Alternatively, a reduction to net cash flows of five per cent would have resulted in an impairment of £31.9 million. Impairment of amounts receivable from joint ventures recognised by the Group of £28.2 million (cumulative £103.7 million) and the finance income on the Lillie Square deep discount bonds of £11.3 million have been calculated based on the requirements under IFRS 9 ‘Financial Instruments’. The accounting for the Group’s deep discount bonds differ from the Lillie Square joint venture based on a difference arising in the application of derecognition guidance under IFRS 9 ‘Financial Instruments’, which is different for financial assets and financial liabilities. An amendment to the terms of the deep discount bonds in 2018 resulted in a derecognition of the financial liability in the Lillie Square joint venture and a new financial liability being recognised based on the revised terms of the bonds. The application of the derecognition guidance in IFRS 9 to the financial asset recognised by the Group for the deep discount bonds resulted in a modification to the carrying value of the balance rather than derecognition. Had the Group recognised a new financial asset based on the revised terms of the bond in 2018, the current year impairment of the deep discount bonds from the joint venture would have been £nil (cumulative £59.5 million) and the finance income on the deep discount bonds would have been £6.9 million, compared to £11.3 million in the year. The total current year difference between the financial asset accounting by the Group and the financial liability accounting by the joint venture is adjusted from EPRA adjusted earnings and EPRA net assets per share measures to reflect the accounting mismatch between the two treatments. www.capitalandcounties.com www.capitalandcounties.com 135 135 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 7 ADMINISTRATION EXPENSES 7 ADMINISTRATION EXPENSES Included within administration expenses in the income statement are: Included within administration expenses in the income statement are: Continuing operations Continuing operations Depreciation Depreciation Other administration expenses Other administration expenses Transaction related administration expenses1 Transaction related administration expenses1 Total administration expenses Total administration expenses 2020 2020 £m £m 1.5 1.5 23.0 23.0 6.5 6.5 31.0 31.0 2019 2019 £m £m 1.3 1.3 32.4 32.4 9.7 9.7 43.4 43.4 1. Transaction related administration expenses totalled £6.5 million (2019: £9.7 million) and relate principally to the costs incurred in respect of the acquisition of the 1. Transaction related administration expenses totalled £6.5 million (2019: £9.7 million) and relate principally to the costs incurred in respect of the acquisition of the shareholding in Shaftesbury during the current year. The prior year costs relate to the proposed demerger. These costs have been classified as non-underlying as they shareholding in Shaftesbury during the current year. The prior year costs relate to the proposed demerger. These costs have been classified as non-underlying as they do not represent the recurring, underlying performance of the Group. do not represent the recurring, underlying performance of the Group. (A) EMPLOYEE COSTS (A) EMPLOYEE COSTS Continuing operations Continuing operations Wages and salaries Wages and salaries Social security costs1 Social security costs1 Other pension costs Other pension costs Share-based payment Share-based payment Total employee costs from continuing operations Total employee costs from continuing operations Discontinued operation Discontinued operation Employee costs from discontinued operation Employee costs from discontinued operation Total employee costs Total employee costs 2020 2020 £m £m 9.7 9.7 1.5 1.5 0.5 0.5 1.0 1.0 12.7 12.7 – – 12.7 12.7 2019 2019 £m £m 13.6 13.6 2.3 2.3 0.5 0.5 3.3 3.3 19.7 19.7 5.9 5.9 25.6 25.6 1. Included in social security costs is a credit of £0.3 million for national insurance on share options (2019: credit of £0.1 million). The credit for both years is due to 1. Included in social security costs is a credit of £0.3 million for national insurance on share options (2019: credit of £0.1 million). The credit for both years is due to changes in vesting and forfeiture assumptions. changes in vesting and forfeiture assumptions. (B) EMPLOYEE NUMBERS (B) EMPLOYEE NUMBERS Average monthly number of people (including Executive Directors) employed Average monthly number of people (including Executive Directors) employed Total average headcount Total average headcount 2020 2020 70 70 2019 2019 73 73 The details of individual Directors’ remuneration and pension benefits as set out in the tables contained in the Directors’ Remuneration The details of individual Directors’ remuneration and pension benefits as set out in the tables contained in the Directors’ Remuneration Report on pages 90 to 104 form part of these consolidated financial statements. Report on pages 90 to 104 form part of these consolidated financial statements. Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the Black-Scholes option Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the Black-Scholes option pricing model. pricing model. The Group recharges corporate head office costs based primarily on asset value to its operations. This is the basis for the administration The Group recharges corporate head office costs based primarily on asset value to its operations. This is the basis for the administration expenses disclosed within note 11 ‘Discontinued Operation’. expenses disclosed within note 11 ‘Discontinued Operation’. (C) AUDITORS’ REMUNERATION (C) AUDITORS’ REMUNERATION Continuing operations Continuing operations Remuneration to the principal auditors in respect of audit fees: Remuneration to the principal auditors in respect of audit fees: Parent Company and Group consolidated financial statements Parent Company and Group consolidated financial statements Audit of the financial statements of the Company’s subsidiaries Audit of the financial statements of the Company’s subsidiaries Fees related to the audit of the Company and its subsidiaries Fees related to the audit of the Company and its subsidiaries Audit related assurance services including interim review Audit related assurance services including interim review Total fees for audit and audit related services Total fees for audit and audit related services Reporting accountant assurance services1 Reporting accountant assurance services1 Total auditors’ remuneration Total auditors’ remuneration 2020 2020 £m £m 2019 2019 £m £m 0.4 0.4 0.1 0.1 0.5 0.5 0.1 0.1 0.6 0.6 – – 0.6 0.6 0.2 0.2 0.1 0.1 0.3 0.3 0.1 0.1 0.4 0.4 1.7 1.7 2.1 2.1 1. Fees payable to the principal auditors in the prior year included fees in relation to reporting accountant assurance services for the Group’s completed sale of its 1. Fees payable to the principal auditors in the prior year included fees in relation to reporting accountant assurance services for the Group’s completed sale of its interest in Earls Court Properties and previous demerger plans. PwC were selected to undertake this work as, given their prior knowledge of the Group’s activities, interest in Earls Court Properties and previous demerger plans. PwC were selected to undertake this work as, given their prior knowledge of the Group’s activities, they were best placed to carry out the work, taking into account general efficiency and effectiveness. Consideration was given to the effect this may have on their they were best placed to carry out the work, taking into account general efficiency and effectiveness. Consideration was given to the effect this may have on their independence, which it was concluded would not be impacted by undertaking this work. independence, which it was concluded would not be impacted by undertaking this work. The Group’s auditors, PricewaterhouseCoopers LLP, are engaged on assignments additional to their audit engagement duties where their The Group’s auditors, PricewaterhouseCoopers LLP, are engaged on assignments additional to their audit engagement duties where their expertise and experience of the Group are important. 2020 non-audit fees, including the interim review, represented 13.0 per cent of the expertise and experience of the Group are important. 2020 non-audit fees, including the interim review, represented 13.0 per cent of the total fee (2019: 85.0 per cent). Non-audit fees, excluding the reporting accountant assurance services for the Group’s possible demerger and total fee (2019: 85.0 per cent). Non-audit fees, excluding the reporting accountant assurance services for the Group’s possible demerger and sale of Earls Court Properties incurred in 2019, represent 15.9 per cent of total audit fees in 2019. Further details on the Audit Committee’s sale of Earls Court Properties incurred in 2019, represent 15.9 per cent of total audit fees in 2019. Further details on the Audit Committee’s non-audit services policy can be found on pages 85. non-audit services policy can be found on pages 85. 136 136 136 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 8 FINANCE INCOME Continuing operations Finance income: On deposits and other Finance income Other finance income: On deep discount bonds1 On deferred consideration2 Other finance income 2020 £m 0.5 0.5 11.3 9.2 20.5 2019 £m 0.5 0.5 11.3 0.6 11.9 1. Excluded from the calculation of underlying earnings as deep discount bonds eliminate on a Group share basis due to the Lillie Square joint venture having the corresponding finance cost. 2. Excluded from the calculation of underlying earnings as the deferred consideration relates to the proceeds from the sale of Earls Court Properties during the prior year. 9 FINANCE COSTS Continuing operations On bank facilities and loan notes On exchangeable bonds1 On obligations under lease liabilities Finance costs Other finance costs: Exceptional finance charges2 Other finance costs 1. Includes £0.3 million of transaction costs. 2020 £m 22.4 0.9 0.8 24.1 0.6 0.6 2019 £m 20.4 – 0.8 21.2 – – 2. Excluded from the calculation of underlying earnings as the charges relate to non-recurring costs in connection with debt covenant waivers during the year. These charges have been classified as non-underlying as they do not represent the recurring, underlying performance of the Group. 10 TAXATION Continuing operations Current income tax: Current income tax charge excluding non-underlying items Current income tax Deferred income tax: On accelerated capital allowances On fair value of derivative financial instruments On Group losses On other temporary differences Deferred income tax Adjustments in respect of previous years – current income tax Adjustments in respect of previous years – deferred income tax Total income tax (credit)/charge reported in the consolidated income statement www.capitalandcounties.com www.capitalandcounties.com 2020 £m 2019 £m – – 0.1 (1.5) 0.4 0.8 (0.2) (0.8) – (1.0) 1.4 1.4 (3.4) (0.9) 3.2 0.3 (0.8) 0.7 (0.3) 1.0 137 137 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 10 TAXATION CONTINUED 10 TAXATION CONTINUED FACTORS AFFECTING THE TAX CHARGE FOR THE YEAR FACTORS AFFECTING THE TAX CHARGE FOR THE YEAR The tax credit assessed for the year is £1.0 million (2019: charge £1.0 million) against a loss before tax of £704.7 million (2019: £61.3 million). The tax credit assessed for the year is £1.0 million (2019: charge £1.0 million) against a loss before tax of £704.7 million (2019: £61.3 million). A reconciliation against the standard rate of corporation tax in the United Kingdom (“UK”) is explained below: A reconciliation against the standard rate of corporation tax in the United Kingdom (“UK”) is explained below: Continuing operations Continuing operations Loss before tax Loss before tax Loss on ordinary activities multiplied by the standard rate in the UK of 19% (2019: 19%) Loss on ordinary activities multiplied by the standard rate in the UK of 19% (2019: 19%) Revaluation losses attributable to REIT business Revaluation losses attributable to REIT business Adjustments in respect of previous years Adjustments in respect of previous years Expenses disallowed Expenses disallowed Non-taxable items Non-taxable items REIT tax-exempt rental losses/(profits) REIT tax-exempt rental losses/(profits) Other temporary differences Other temporary differences Restatement of deferred income tax following change in corporation tax rate Restatement of deferred income tax following change in corporation tax rate Total income tax (credit)/charge reported in the consolidated income statement Total income tax (credit)/charge reported in the consolidated income statement 2020 2020 £m £m (704.7) (704.7) (133.9) (133.9) 121.9 121.9 (0.8) (0.8) 12.4 12.4 (0.6) (0.6) – – 0.2 0.2 (0.2) (0.2) (1.0) (1.0) 2019 2019 £m £m (61.3) (61.3) (11.6) (11.6) 7.8 7.8 0.4 0.4 4.7 4.7 0.4 0.4 (0.1) (0.1) (0.9) (0.9) 0.3 0.3 1.0 1.0 As a UK REIT, the Group is exempt from UK corporation tax on income and gains from qualifying activities. Non-qualifying activities are As a UK REIT, the Group is exempt from UK corporation tax on income and gains from qualifying activities. Non-qualifying activities are subject to UK corporation tax. As a UK REIT, Capco must distribute at least 90 per cent of the Group’s income profits from its tax-exempt subject to UK corporation tax. As a UK REIT, Capco must distribute at least 90 per cent of the Group’s income profits from its tax-exempt property rental business, and 100 per cent of the Group’s UK REIT investment profits, by way of a dividend, which is known as a Property property rental business, and 100 per cent of the Group’s UK REIT investment profits, by way of a dividend, which is known as a Property Income Distribution (“PID”). A corporation tax charge will arise for the Group at 19 per cent if the minimum PID requirement is not met Income Distribution (“PID”). A corporation tax charge will arise for the Group at 19 per cent if the minimum PID requirement is not met within 12 months of the end of the period. Further details regarding the PID is set out in note 12 ‘Dividends’. within 12 months of the end of the period. Further details regarding the PID is set out in note 12 ‘Dividends’. Tax arising on items recognised in other comprehensive income is also reflected within other comprehensive income. This includes Tax arising on items recognised in other comprehensive income is also reflected within other comprehensive income. This includes deferred tax on movements on the cash flow hedge. Tax arising on items recognised directly in equity is reflected in equity. This includes deferred tax on movements on the cash flow hedge. Tax arising on items recognised directly in equity is reflected in equity. This includes deferred tax on an element of the share-based payment. deferred tax on an element of the share-based payment. Tax on discontinued operations is £nil (2019: £1.2 million). As disclosed within note 11 ‘Discontinued Operation’ the prior year charge Tax on discontinued operations is £nil (2019: £1.2 million). As disclosed within note 11 ‘Discontinued Operation’ the prior year charge relates to tax adjustments in respect of previous years. relates to tax adjustments in respect of previous years. Finance Act 2016 set the main rate of UK corporation tax at 19 per cent from 1 April 2017, reducing to 17 per cent from 1 April 2020. As Finance Act 2016 set the main rate of UK corporation tax at 19 per cent from 1 April 2017, reducing to 17 per cent from 1 April 2020. As announced in the UK Budget on 11 March 2020 and substantively enacted on 17 March 2020, the main rate of UK corporation tax will announced in the UK Budget on 11 March 2020 and substantively enacted on 17 March 2020, the main rate of UK corporation tax will remain unchanged at 19 per cent. This has been reflected in the consolidated financial statements. remain unchanged at 19 per cent. This has been reflected in the consolidated financial statements. 11 DISCONTINUED OPERATION 11 DISCONTINUED OPERATION On 29 November 2019, the Group sold its interests in Earls Court, excluding Lillie Square, to APG and Delancey (on behalf of its client fund) On 29 November 2019, the Group sold its interests in Earls Court, excluding Lillie Square, to APG and Delancey (on behalf of its client fund) for £425 million. As Earls Court Properties represented a major line of business, its results and cash flows have been reported for the period for £425 million. As Earls Court Properties represented a major line of business, its results and cash flows have been reported for the period 1 January 2019 to 29 November 2019 as having arisen from a discontinued operation. 1 January 2019 to 29 November 2019 as having arisen from a discontinued operation. Profit/(loss) from discontinued operation after tax included in the consolidated income statement: Profit/(loss) from discontinued operation after tax included in the consolidated income statement: Profit/(loss) from discontinued operation after tax Profit/(loss) from discontinued operation after tax Earls Court Properties Earls Court Properties Profit/(loss) on disposal of discontinued operation Profit/(loss) on disposal of discontinued operation IFRS 5 impairment of discontinued operation IFRS 5 impairment of discontinued operation Profit/(loss) from discontinued operation after tax Profit/(loss) from discontinued operation after tax Attributable to: Attributable to: Owners of the Parent Owners of the Parent Non–controlling interest Non–controlling interest 2020 2020 £m £m 2019 2019 £m £m – – 1.0 1.0 – – 1.0 1.0 1.0 1.0 – – (151.3) (151.3) (10.2) (10.2) (84.0) (84.0) (245.5) (245.5) (191.3) (191.3) (54.2) (54.2) 138 138 138 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 11 DISCONTINUED OPERATION CONTINUED EARLS COURT PROPERTIES On 29 November 2019, the Group completed the sale of its interest in Earls Court Properties (excluding Lillie Square) for a total gross cash consideration of £425.0 million, on a cash-free and debt-free basis. The disposal was in line with the Group’s strategy of monetising investments at Earls Court over time with a focus on growing its central London property investment business, centred around Covent Garden. After adjusting for net debt, working capital adjustments, transaction-related costs and other completion items, net proceeds received were £145.3 million. Based on the net assets at the date of disposal, after the deduction of an IFRS 5 impairment, a loss of £10.2 million was recognised on the sale. The balance of the consideration of £210.4 million was receivable in two equal instalments 12 months and 24 months after completion. It was agreed that the deferred payments receivable by the Group would be accelerated to the extent that payments made by Capco to the London Borough of Hammersmith and Fulham pursuant to the CLSA were refunded to the purchaser after completion and as a result Capco received an accelerated payment in respect of the deferred consideration of £89.7 million in March 2020. The first instalment of the deferred consideration of £105.0 million was received in November 2020 with the balance of £15.3 million due November 2021. The total net assets at the date of disposal were as follows: Investment and development property Other non-current assets Cash and cash equivalents Other current assets Other current liabilities Borrowings Net assets Non-controlling interest Net identifiable assets and liabilities disposed of Net consideration received on completion1 Deferred consideration Loss on disposal of discontinued operation 29 November 2019 £m 623.7 0.4 9.2 0.7 (2.2) (71.5) 560.3 (194.4) 365.9 (145.3) (210.4) 10.2 1. Cash consideration received on completion was £174.7 million. This differs to net consideration above by £29.4 million due to transaction-related costs of £17.9 million, working capital adjustments of £1.3 million and discounting of the deferred consideration of £10.2 million. www.capitalandcounties.com www.capitalandcounties.com 139 139 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 11 DISCONTINUED OPERATION CONTINUED 11 DISCONTINUED OPERATION CONTINUED The Earls Court Properties results, which have been included in the income statement as part of the discontinued operation, were: The Earls Court Properties results, which have been included in the income statement as part of the discontinued operation, were: Summarised income statement Summarised income statement Revenue Revenue Net rental income Net rental income Loss on revaluation and sale of investment and development property Loss on revaluation and sale of investment and development property Administration expenses Administration expenses Operating loss Operating loss Loss from discontinued operation before tax Loss from discontinued operation before tax Taxation Taxation Loss from discontinued operation after tax1 Loss from discontinued operation after tax1 IFRS 5 impairment of discontinued operation IFRS 5 impairment of discontinued operation Profit/(loss) on disposal of discontinued operation2 Profit/(loss) on disposal of discontinued operation2 Profit/(loss) on disposal and IFRS 5 impairment of discontinued operation Profit/(loss) on disposal and IFRS 5 impairment of discontinued operation Profit/(loss) from discontinued operation after tax Profit/(loss) from discontinued operation after tax Attributable to: Attributable to: Owners of the Parent Owners of the Parent Non-controlling interest Non-controlling interest Underlying earnings/(loss) from discontinued operation Underlying earnings/(loss) from discontinued operation Profit/(loss) for the period from discontinued operation Profit/(loss) for the period from discontinued operation Group adjustments: Group adjustments: Loss on revaluation and sale of investment and development property Loss on revaluation and sale of investment and development property Profit/(loss) on disposal and IFRS 5 impairment of discontinued operation Profit/(loss) on disposal and IFRS 5 impairment of discontinued operation Non-controlling interest in respect of Group adjustments Non-controlling interest in respect of Group adjustments Underlying loss from discontinued operation Underlying loss from discontinued operation Year ended Year ended 31 December 31 December 2020 2020 £m £m Period ended Period ended 29 November 29 November 2019 2019 £m £m – – – – – – – – – – – – – – – – – – 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 – – 3.6 3.6 3.1 3.1 (151.6) (151.6) (4.0) (4.0) (152.5) (152.5) (152.5) (152.5) 1.2 1.2 (151.3) (151.3) (84.0) (84.0) (10.2) (10.2) (94.2) (94.2) (245.5) (245.5) (191.3) (191.3) (54.2) (54.2) 1.0 1.0 (191.3) (191.3) – – (1.0) (1.0) – – – – 151.6 151.6 94.2 94.2 (55.0) (55.0) (0.5) (0.5) 1. Consists of £nil (2019: £97.1 million) attributable to owners of the Parent and £nil (2019: £54.2 million) attributable to non-controlling interest. 1. Consists of £nil (2019: £97.1 million) attributable to owners of the Parent and £nil (2019: £54.2 million) attributable to non-controlling interest. 2. Relates to working capital adjustments in the current year. 2. Relates to working capital adjustments in the current year. The following table summarises the consideration received, the net cash flow and loss arising on the disposal of the Earls Court The following table summarises the consideration received, the net cash flow and loss arising on the disposal of the Earls Court Properties business: Properties business: Headline consideration Headline consideration Net debt1 Net debt1 Working capital and related adjustments2 Working capital and related adjustments2 Deferred consideration Deferred consideration Cash consideration received on completion3 Cash consideration received on completion3 Group share of cash transferred with disposal group Group share of cash transferred with disposal group Net cash consideration Net cash consideration 2020 2020 £m £m – – – – (0.6) (0.6) (0.6) (0.6) 194.7 194.7 194.1 194.1 – – 194.1 194.1 2019 2019 £m £m 425.0 425.0 (39.6) (39.6) (0.3) (0.3) 385.1 385.1 (210.4) (210.4) 174.7 174.7 (5.8) (5.8) 168.9 168.9 1. Net debt represents the Group share of external debt and cash held on disposal. 1. Net debt represents the Group share of external debt and cash held on disposal. 2. Current year amount relates to post-completion adjustment in working capital refunded to the purchaser. 2. Current year amount relates to post-completion adjustment in working capital refunded to the purchaser. 3. Cash consideration received on completion of the disposal in 2019 was £174.7 million. Current year cash consideration received represents the accelerated payment of 3. Cash consideration received on completion of the disposal in 2019 was £174.7 million. Current year cash consideration received represents the accelerated payment of £89.7 million which was received in March 2020 in respect of payments made by Capco to the London Borough of Hammersmith and Fulham pursuant to the CLSA £89.7 million which was received in March 2020 in respect of payments made by Capco to the London Borough of Hammersmith and Fulham pursuant to the CLSA that was refunded by the purchaser after completion and the first instalment of the deferred consideration of £105.0 million which was received in November 2020. that was refunded by the purchaser after completion and the first instalment of the deferred consideration of £105.0 million which was received in November 2020. 140 140 140 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 11 DISCONTINUED OPERATION CONTINUED The Earls Court Properties cash flows, which have been included in the statement of cash flows as a discontinued operation, were: Summarised cash flows Net cash outflow from discontinued operating activities Purchase and development of property Sale of property Net cash outflow from discontinued investing activities Borrowings drawn Contribution from non-controlling interest Net cash inflow from discontinued financing activities Net movement in unrestricted cash and cash equivalents Unrestricted cash and cash equivalents at 1 January Unrestricted cash and cash equivalents at end of the period 12 DIVIDENDS Group and Company Ordinary shares Prior year final dividend of 1.0p per share (2019: 1.0p) Interim dividend of nil pence per share (2019: 0.5p) Dividend expense Bonus issue in lieu of cash dividends1 Cash dividends paid No final dividend had been proposed for 2020 (2019: 1.0p per share) Year ended 31 December 2020 £m Period ended 29 November 2019 £m – – – – – – – – – – 2020 £m 8.5 – 8.5 (3.9) 4.6 – (2.2) (7.9) 3.1 (4.8) 4.0 1.0 5.0 (2.0) 8.0 6.0 2019 £m 8.5 4.2 12.7 (3.2) 9.5 8.5 1. Adjustments for bonus issue arise from those shareholders who elect to receive their dividends in scrip form prior to the declaration of dividend which occurs at the Company’s Annual General Meeting and shareholders who elect to receive their shares on an evergreen basis. These shares are treated as a bonus issue and allotted at nominal value. As a UK REIT, Capco must distribute at least 90 per cent of the Group’s income profits from its tax-exempt property rental business, and 100 per cent of the Group’s UK REIT investment profits, by way of a dividend, which is known as a Property Income Distribution (“PID”). These distributions can be subject to withholding tax at 20 per cent. Dividends from profits of the Group’s taxable residual business are non-PID and will be taxed as an ordinary dividend. A corporation tax charge will arise for the Group at 19 per cent if the minimum PID requirement is not met within 12 months of the end of the period. The Group did not pay a PID in 2020 in relation to income arising on qualifying activities during its first REIT period from 9 December 2019 to 31 December 2019, for which a £0.1 million tax charge arose. While a decision has not been made on whether the Group will pay a PID in 2021 in relation to income arising on qualifying activities in 2020, such a tax charge would be less than £0.1 million. www.capitalandcounties.com www.capitalandcounties.com 141 141 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 13 EARNINGS PER SHARE AND NET ASSETS PER SHARE 13 EARNINGS PER SHARE AND NET ASSETS PER SHARE (A) WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES (A) WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES Number of ordinary shares in issue1 Number of ordinary shares in issue1 Adjustments: Adjustments: Dilutive effect of contingently issuable share option awards2 Dilutive effect of contingently issuable share option awards2 Dilutive effect of contingently issuable deferred share awards2 Dilutive effect of contingently issuable deferred share awards2 Adjusted, diluted number of ordinary shares in issue Adjusted, diluted number of ordinary shares in issue 2020 2020 £m £m 852.0 852.0 0.3 0.3 0.1 0.1 2019 2019 £m £m 855.5 855.5 0.7 0.7 0.5 0.5 852.4 852.4 856.7 856.7 1. Weighted average number of shares in issue for 2019 has been adjusted by 2.5 million (2019: 1.6 million) for the issue of bonus shares in connection with the scrip 1. Weighted average number of shares in issue for 2019 has been adjusted by 2.5 million (2019: 1.6 million) for the issue of bonus shares in connection with the scrip dividend scheme. dividend scheme. 2. The dilutive effect of contingently issuable share option awards were not included in the calculation of diluted earnings per share for the year ended 31 December 2. The dilutive effect of contingently issuable share option awards were not included in the calculation of diluted earnings per share for the year ended 31 December 2020 because they are anti-dilutive. These options could potentially dilute basic earnings per share in the future. 2020 because they are anti-dilutive. These options could potentially dilute basic earnings per share in the future. (B) BASIC AND DILUTED (LOSS)/EARNINGS PER SHARE (B) BASIC AND DILUTED (LOSS)/EARNINGS PER SHARE Continuing and discontinued operations attributable to owners of the Parent Continuing and discontinued operations attributable to owners of the Parent Continuing operations Continuing operations Loss used for calculation of basic and diluted loss per share Loss used for calculation of basic and diluted loss per share Basic and diluted loss per share (pence) Basic and diluted loss per share (pence) Discontinued operation Discontinued operation Earnings/(loss) used for calculation of basic and diluted earnings/(loss) per share Earnings/(loss) used for calculation of basic and diluted earnings/(loss) per share Basic and diluted earnings/(loss) per share (pence)1 Basic and diluted earnings/(loss) per share (pence)1 1. EPRA Earnings per share is disclosed in table 1 of the EPRA measures on page 176. 1. EPRA Earnings per share is disclosed in table 1 of the EPRA measures on page 176. (C) HEADLINE EARNINGS PER SHARE (C) HEADLINE EARNINGS PER SHARE 2020 2020 £m £m (703.7) (703.7) (82.6) (82.6) 2019 2019 £m £m (62.3) (62.3) (7.3) (7.3) 1.0 1.0 0.1 0.1 (191.3) (191.3) (22.4) (22.4) Headline earnings per share is calculated in accordance with Circular 1/2019 issued by the South African Institute of Chartered Accountants Headline earnings per share is calculated in accordance with Circular 1/2019 issued by the South African Institute of Chartered Accountants (“SAICA”), a requirement of the Group’s Johannesburg Stock Exchange (“JSE”) listing. This measure is not a requirement of IFRS. (“SAICA”), a requirement of the Group’s Johannesburg Stock Exchange (“JSE”) listing. This measure is not a requirement of IFRS. Continuing and discontinued operations attributable Continuing and discontinued operations attributable to owners of the Parent to owners of the Parent Basic loss Basic loss Group adjustments: Group adjustments: 2020 2020 2019 2019 (Loss)/ (Loss)/ earnings earnings £m £m Shares1 Shares1 million million (Loss)/ (Loss)/ earnings earnings per share per share (pence) (pence) (Loss)/ (Loss)/ earnings earnings £m £m Shares1 Shares1 million million (Loss)/ (Loss)/ earnings earnings per share per share (pence) (pence) (702.7) (702.7) 852.0 852.0 (82.5) (82.5) (253.6) (253.6) 855.5 855.5 (29.7) (29.7) Loss on revaluation and sale of investment and development property Loss on revaluation and sale of investment and development property 693.1 693.1 Deferred tax adjustments Deferred tax adjustments Current tax adjustments Current tax adjustments Non-controlling interest in respect of the Group adjustments Non-controlling interest in respect of the Group adjustments (Profit)/loss on disposal and IFRS 5 impairment (Profit)/loss on disposal and IFRS 5 impairment of discontinued operation of discontinued operation Joint venture adjustments: Joint venture adjustments: – – (0.6) (0.6) – – (1.0) (1.0) Loss on revaluation and sale of investment and development property Loss on revaluation and sale of investment and development property 0.2 0.2 194.9 194.9 0.3 0.3 – – (54.2) (54.2) 94.2 94.2 – – Headline loss Headline loss (11.0) (11.0) 852.0 852.0 (1.3) (1.3) (18.4) (18.4) 855.5 855.5 (2.2) (2.2) Dilutive effect of contingently issuable share option awards2 Dilutive effect of contingently issuable share option awards2 Dilutive effect of contingently issuable deferred share awards2 Dilutive effect of contingently issuable deferred share awards2 – – – – 0.3 0.3 0.1 0.1 – – – – 0.7 0.7 0.5 0.5 Diluted headline loss Diluted headline loss (11.0) (11.0) 852.4 852.4 (1.3) (1.3) (18.4) (18.4) 856.7 856.7 (2.2) (2.2) 1. Weighted average number of shares in issue has been adjusted by 2.5 million (2019: 1.6 million) for the issue of bonus shares in connection with the scrip dividend 1. Weighted average number of shares in issue has been adjusted by 2.5 million (2019: 1.6 million) for the issue of bonus shares in connection with the scrip dividend scheme. scheme. 2. Further information on these potential ordinary shares can be found in note 33 ‘Share-Based Payments’. 2. Further information on these potential ordinary shares can be found in note 33 ‘Share-Based Payments’. 142 142 142 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 13 EARNINGS PER SHARE AND NET ASSETS PER SHARE CONTINUED (D) NET ASSETS PER SHARE Number of ordinary shares in issue Adjustments: Dilutive effect of contingently issuable share option awards Dilutive effect of contingently issuable deferred share awards Adjusted, diluted number of ordinary shares in issue 2020 £m 851.1 0.3 0.1 2019 £m 854.3 0.7 0.5 851.5 855.5 2020 2019 EPRA NRV £m EPRA NTA £m EPRA NDV £m EPRA NRV £m EPRA NTA £m EPRA NDV £m IFRS Equity attributable to owners of the Parent 1,759.7 1,759.7 1,759.7 2,477.5 2,477.5 2,477.5 Diluted NAV Group adjustments: 1,759.7 1,759.7 1,759.7 2,477.5 2,477.5 2,477.5 Revaluation of other non-current assets1 Unrecognised surplus on trading property – joint venture 33.4 2.2 33.4 2.2 33.4 2.2 9.6 15.9 9.6 15.9 9.6 15.9 Diluted NAV at Fair Value 1,795.3 1,795.3 1,795.3 2,503.0 2,503.0 2,503.0 Fair value of derivative financial instruments2 Fair value adjustment of financial instruments – exchangeable bond option Real Estate Transfer Tax Excess fair value of debt over carrying value3 Deferred tax adjustments NAV Diluted number of shares NAV per share (pence) 7.2 5.5 124.5 – (2.2) 7.2 5.5 – – (2.2) – – – (37.1) – 3.6 3.6 – 171.6 – 0.8 – – – 0.8 – – – (1.7) – 1,930.3 1,805.8 1,758.2 2,677.4 2,505.8 2,501.3 851.5 226.7 851.5 212.1 851.5 206.5 855.5 312.9 855.5 292.9 855.5 292.4 1. This relates to the impairment under IFRS 9 of amounts receivable from joint ventures above the Group’s share of losses in the Lillie Square joint venture. Further details are disclosed within note 6 ‘Impairment of Investments and Other Receivables’. 2. This relates to the fair value of interest rate collars. Further details are disclosed within note 19 ‘Derivative Financial Instruments’. 3. Includes fair value of exchangeable bond option component included under derivative liabilities as disclosed in note 19 ‘Derivative Financial Instruments’. 4. EPRA NRV, NTA and NDV are alternative performance measures that are calculated in accordance with the Best Practices Recommendations of the European Public Real Estate Association (EPRA) to provide a transparent and consistent basis to enable comparison between European property companies. See Alternative Performance Measures and EPRA measures on pages 175 to 179 for further information. www.capitalandcounties.com www.capitalandcounties.com 143 143 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 14 PROPERTY PORTFOLIO 14 PROPERTY PORTFOLIO (A) INVESTMENT AND DEVELOPMENT PROPERTY (A) INVESTMENT AND DEVELOPMENT PROPERTY At 1 January 2019 At 1 January 2019 Additions from acquisitions Additions from acquisitions Additions from subsequent expenditure Additions from subsequent expenditure Disposals Disposals Sale of discontinued operation Sale of discontinued operation Loss on revaluation2 Loss on revaluation2 At 31 December 2019 At 31 December 2019 Additions from acquisitions Additions from acquisitions Additions from subsequent expenditure Additions from subsequent expenditure Disposals Disposals Loss on revaluation Loss on revaluation At 31 December 2020 At 31 December 2020 Property portfolio Property portfolio Tenure Tenure Covent Covent Garden Garden £m £m Other1 Other1 £m £m Total Total £m £m Freehold Freehold £m £m Leasehold Leasehold £m £m 2,565.6 2,565.6 769.9 769.9 3,335.5 3,335.5 1,522.1 1,522.1 1,813.4 1,813.4 74.9 74.9 19.4 19.4 (74.8) (74.8) – – (41.1) (41.1) 2,544.0 2,544.0 – – 19.1 19.1 (77.7) (77.7) (691.7) (691.7) 1,793.7 1,793.7 – – 9.8 9.8 (2.9) (2.9) (623.7) (623.7) (151.6) (151.6) 1.5 1.5 1.1 1.1 – – – – (0.5) (0.5) 2.1 2.1 74.9 74.9 29.2 29.2 (77.7) (77.7) (623.7) (623.7) (192.7) (192.7) 69.2 69.2 15.6 15.6 (15.6) (15.6) (124.7) (124.7) (24.9) (24.9) 5.7 5.7 13.6 13.6 (62.1) (62.1) (499.0) (499.0) (167.8) (167.8) 2,545.5 2,545.5 1,441.7 1,441.7 1,103.8 1,103.8 1.1 1.1 19.1 19.1 (77.7) (77.7) (692.2) (692.2) – – 14.7 14.7 (77.5) (77.5) (344.2) (344.2) 1,795.8 1,795.8 1,034.7 1,034.7 1.1 1.1 4.4 4.4 (0.2) (0.2) (348.0) (348.0) 761.1 761.1 1. Included in ‘Other’ in the prior period is the Group’s interest in Earls Court Properties which was disposed of on 29 November 2019. Details of the disposals are set 1. Included in ‘Other’ in the prior period is the Group’s interest in Earls Court Properties which was disposed of on 29 November 2019. Details of the disposals are set out in note 11 ‘Discontinued Operation’. out in note 11 ‘Discontinued Operation’. 2. Loss on revaluation of £192.7 million in 2019 includes a loss on revaluation of £151.6 million which relates to Earls Court Properties for the period prior to disposal 2. Loss on revaluation of £192.7 million in 2019 includes a loss on revaluation of £151.6 million which relates to Earls Court Properties for the period prior to disposal which is included in the loss for discontinued operation in the consolidated income statement. The remainder of the loss, relating to continuing operations, is which is included in the loss for discontinued operation in the consolidated income statement. The remainder of the loss, relating to continuing operations, is recognised in the consolidated income statement within loss on revaluation and sale of investment and development property. recognised in the consolidated income statement within loss on revaluation and sale of investment and development property. (B) MARKET VALUE RECONCILIATION OF TOTAL PROPERTY (B) MARKET VALUE RECONCILIATION OF TOTAL PROPERTY Carrying value of investment and development Carrying value of investment and development property at 31 December 2020 property at 31 December 2020 Adjustment in respect of fixed head leases Adjustment in respect of fixed head leases Adjustment in respect of tenant lease incentives Adjustment in respect of tenant lease incentives Market value of investment and development Market value of investment and development property at 31 December 2020 property at 31 December 2020 Joint venture: Joint venture: Group share of carrying value of joint venture investment, Group share of carrying value of joint venture investment, development and trading property at 31 December 2020 development and trading property at 31 December 2020 Group share of unrecognised surplus on joint venture trading property1 Group share of unrecognised surplus on joint venture trading property1 Market value of investment, development and trading Market value of investment, development and trading property on a Group share basis at 31 December 2020 property on a Group share basis at 31 December 2020 Covent Covent Garden Garden £m £m Other Other £m £m Total Total £m £m 1,793.7 1,793.7 2.1 2.1 1,795.8 1,795.8 (6.1) (6.1) 37.5 37.5 – – – – (6.1) (6.1) 37.5 37.5 1,825.1 1,825.1 2.1 2.1 1,827.2 1,827.2 – – – – 113.0 113.0 2.2 2.2 113.0 113.0 2.2 2.2 1,825.1 1,825.1 117.3 117.3 1,942.4 1,942.4 1. The unrecognised surplus on trading property is shown for informational purposes only and is not a requirement of IFRS. Trading property continues to be 1. The unrecognised surplus on trading property is shown for informational purposes only and is not a requirement of IFRS. Trading property continues to be measured at the lower of cost and net realisable value in the consolidated financial statements. measured at the lower of cost and net realisable value in the consolidated financial statements. 144 144 144 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 14 PROPERTY PORTFOLIO CONTINUED (B) MARKET VALUE RECONCILIATION OF TOTAL PROPERTY CONTINUED Carrying value of investment and development property at 31 December 2019 Adjustment in respect of fixed head leases Adjustment in respect of tenant lease incentives Market value of investment and development property at 31 December 2019 Joint venture: Group share of carrying value of joint venture investment, development and trading property at 31 December 2019 Group share of unrecognised surplus on joint venture trading property1 Market value of investment, development and trading property on a Group share basis at 31 December 2019 Covent Garden £m Other £m Total £m 2,544.0 1.5 2,545.5 (6.1) 57.7 – – (6.1) 57.7 2,595.6 1.5 2,597.1 – – 161.2 15.9 161.2 15.9 2,595.6 178.6 2,774.2 1. The unrecognised surplus on trading property is shown for informational purposes only and is not a requirement of IFRS. Trading property continues to be measured at the lower of cost and net realisable value in the consolidated financial statements. At 31 December 2020, the Group was contractually committed to £0.8 million (2019: £7.0 million) of future expenditure for the purchase, construction, development and enhancement of investment, development and trading property. Refer to note 29 ‘Capital Commitments’ for further information on capital commitments. The fair value of the Group’s investment, development and trading property at 31 December 2020 was determined by independent, appropriately qualified external valuers, CBRE for the Covent Garden estate and JLL for Lillie Square. The valuations conform to the Royal Institution of Chartered Surveyors (“RICS”) Valuation Professional Standards. Fees paid to valuers are based on fixed price contracts. Each year the Executive Directors, on behalf of the Board, appoint the external valuers. The valuers are selected based upon their knowledge, independence and reputation for valuing assets such as those held by the Group. Valuations are performed bi-annually and are performed consistently across all properties in the Group’s portfolio. At each reporting date appropriately qualified employees of the Group verify all significant inputs and review computational outputs. Valuers submit and present summary reports to the Group’s Audit Committee, with the Executive Directors reporting to the Board on the outcome of each valuation round. Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rent or business profitability, likely incentives offered to tenants, forecast growth rates, yields, discount rates, construction costs including any site specific costs (for example Section 106), professional fees, planning fees, developer’s profit including contingencies, planning and construction timelines, lease re-gear costs, planning risk and sales prices based on known market transactions for similar properties or properties similar to those contemplated for development. As at 31 December 2020 all Covent Garden properties are valued under the income capitalisation technique. Due to the impact of COVID-19 CBRE have included an assumption on loss on near-term income over the next six to 12 months of £27 million. There has been no other change in the valuation methodology used as a result of COVID-19. Whilst the property valuations reflect the external valuers’ assessment of the impact of COVID-19 at the valuation date, we consider +/- 10 per cent for ERV and +/-50bps movement on yields to capture the increased uncertainty in these key valuation assumptions. Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will consider, on a property by property basis, its actual and potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the valuer will consider the cost and the likelihood of achieving and implementing this change in arriving at its valuation. A number of the Group’s properties, held within the Lillie Square joint venture, have been valued on the basis of their development potential which differs from their existing use. In respect of development valuations, the valuer ordinarily considers the gross development value of the completed scheme based upon assumptions of capital values, rental values and yields of the properties which would be created through the implementation of the development. Deductions are then made for anticipated costs, including an allowance for developer’s profit, before arriving at a valuation. There are often restrictions on both freehold and leasehold property which could have a material impact on the realisation of these assets. The most significant of these occur when planning permission is required or when a credit facility is in place. These restrictions are factored into the property’s valuation by the external valuer. Refer to disclosures surrounding property risks on page 30. www.capitalandcounties.com www.capitalandcounties.com 145 145 Strategic reportGovernanceFinancial statements £16–£215 £16–£215 (£76) (£76) 1.8%–6.0% 1.8%–6.0% (3.9%) (3.9%) £31–£38 £31–£38 (£32) (£32) 2.9%–3.8% 2.9%–3.8% (3.3%) (3.3%) £20–£342 £20–£342 (£93) (£93) 2.2%–6.0% 2.2%–6.0% (3.6%) (3.6%) £31–£38 £31–£38 (£33) (£33) 3.3%–3.7% 3.3%–3.7% (3.4%) (3.4%) NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 14 PROPERTY PORTFOLIO CONTINUED 14 PROPERTY PORTFOLIO CONTINUED Non-financial assets carried at fair value, as is the case for investment and development property held by the Group, are required to Non-financial assets carried at fair value, as is the case for investment and development property held by the Group, are required to be analysed by level depending on the valuation method adopted under IFRS 13 ‘Fair Value Measurement’ (“IFRS 13”). Trading property be analysed by level depending on the valuation method adopted under IFRS 13 ‘Fair Value Measurement’ (“IFRS 13”). Trading property is exempt from IFRS 13 disclosure requirements. is exempt from IFRS 13 disclosure requirements. The different valuation levels are defined as: The different valuation levels are defined as: Level 1: valuation based on quoted market prices traded in active markets; Level 1: valuation based on quoted market prices traded in active markets; Level 2: valuation based on inputs other than quoted prices included within Level 1 that maximise the use of observable data either Level 2: valuation based on inputs other than quoted prices included within Level 1 that maximise the use of observable data either directly or from market prices or indirectly derived from market prices; and directly or from market prices or indirectly derived from market prices; and Level 3: where one or more inputs to valuation are not based on observable market data. Valuations at this level are more subjective and Level 3: where one or more inputs to valuation are not based on observable market data. Valuations at this level are more subjective and therefore more closely managed, including sensitivity analysis of inputs to valuation models. therefore more closely managed, including sensitivity analysis of inputs to valuation models. When the degree of subjectivity or nature of the measurement inputs changes, consideration is given as to whether a transfer between When the degree of subjectivity or nature of the measurement inputs changes, consideration is given as to whether a transfer between fair value levels is deemed to have occurred. Unobservable data becoming observable market data would determine a transfer from fair value levels is deemed to have occurred. Unobservable data becoming observable market data would determine a transfer from Level 3 to Level 2. All investment and development properties held by the Group are classified as Level 3. Level 3 to Level 2. All investment and development properties held by the Group are classified as Level 3. The following table sets out the valuation techniques used in the determination of market value of investment and development property The following table sets out the valuation techniques used in the determination of market value of investment and development property on a property by property basis, as well as the key unobservable inputs used in the valuation models. on a property by property basis, as well as the key unobservable inputs used in the valuation models. Property portfolio Property portfolio Covent Garden Covent Garden Market value Market value 2020 2020 £m £m Market value Market value 2019 2019 £m £m 1,825.1 1,825.1 2,595.6 2,595.6 Valuation Valuation technique technique Key unobservable Key unobservable inputs inputs Range Range (weighted average) (weighted average) 2020 2020 Range Range (weighted average) (weighted average) 2019 2019 Income Income capitalisation capitalisation Estimated rental value Estimated rental value per sq ft1 per annum per sq ft1 per annum (“p.a.”) (“p.a.”) Equivalent yield Equivalent yield Other Other 2.1 2.1 1.5 1.5 Income Income capitalisation capitalisation Estimated rental value Estimated rental value per sq ft1 p.a. per sq ft1 p.a. Equivalent yield Equivalent yield At 31 December At 31 December 1,827.2 1,827.2 2,597.1 2,597.1 1. Estimated rental value and capital value are expressed per square foot on a net internal area basis. 1. Estimated rental value and capital value are expressed per square foot on a net internal area basis. Covent Garden properties are valued under the income capitalisation method and if all other factors remained equal, an increase in Covent Garden properties are valued under the income capitalisation method and if all other factors remained equal, an increase in estimated rental value of 10 per cent would result in an increased asset valuation of £150.9 million (2019: £229.5 million). A decrease estimated rental value of 10 per cent would result in an increased asset valuation of £150.9 million (2019: £229.5 million). A decrease in the estimated rental value of 10 per cent would result in a decreased asset value of £149.3 million (2019: £217.2 million). Conversely, in the estimated rental value of 10 per cent would result in a decreased asset value of £149.3 million (2019: £217.2 million). Conversely, an increased equivalent yield of 50 basis points would result in a decreased asset valuation of £209.9 million (2019: £317.9 million). an increased equivalent yield of 50 basis points would result in a decreased asset valuation of £209.9 million (2019: £317.9 million). A decreased equivalent yield of 50 basis points would result in an increased asset valuation of £268.9 million (2019: £414.5 million). A decreased equivalent yield of 50 basis points would result in an increased asset valuation of £268.9 million (2019: £414.5 million). For Other properties valued under the income capitalisation method and if all other factors remained equal, an increase in estimated rental For Other properties valued under the income capitalisation method and if all other factors remained equal, an increase in estimated rental value of 10 per cent would result in an increased asset valuation of £0.2 million (2019: £0.2 million). A decrease in the estimated rental value value of 10 per cent would result in an increased asset valuation of £0.2 million (2019: £0.2 million). A decrease in the estimated rental value of 10 per cent would result in a decreased asset value of £0.2 million (2019: £0.2 million). Conversely, an increased equivalent yield of 50 of 10 per cent would result in a decreased asset value of £0.2 million (2019: £0.2 million). Conversely, an increased equivalent yield of 50 basis points would result in a decreased asset valuation of £0.3 million (2019: £0.2 million). A decreased equivalent yield of 50 basis points basis points would result in a decreased asset valuation of £0.3 million (2019: £0.2 million). A decreased equivalent yield of 50 basis points would result in an increased asset valuation of £0.4 million (2019: £0.3 million). would result in an increased asset valuation of £0.4 million (2019: £0.3 million). These key unobservable inputs are interdependent, partially determined by market conditions. All other factors being equal, a higher These key unobservable inputs are interdependent, partially determined by market conditions. All other factors being equal, a higher equivalent yield would lead to a decrease in the valuation, and an increase in estimated rental value would increase the capital value, equivalent yield would lead to a decrease in the valuation, and an increase in estimated rental value would increase the capital value, and vice versa. However, there are interrelationships between the key unobservable inputs which are partially determined by market and vice versa. However, there are interrelationships between the key unobservable inputs which are partially determined by market conditions, which would impact on these changes. conditions, which would impact on these changes. 146 146 146 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 15 PROPERTY, PLANT AND EQUIPMENT Movement for the year Net carrying value at 1 January Additions Disposals Depreciation charge Net carrying value at 31 December Property consists of leased office buildings. Property £m 2020 Plant and equipment £m 4.7 – – (0.9) 3.8 1.0 0.2 – (0.6) 0.6 Property £m 2019 Plant and equipment £m – 5.4 – (0.7) 4.7 3.1 0.4 (1.9) (0.6) 1.0 Total 5.7 0.2 – (1.5) 4.4 Total 3.1 5.8 (1.9) (1.3) 5.7 16 INVESTMENT IN JOINT VENTURES Investment in joint ventures is measured using the equity method. All joint ventures are held with other joint venture investors on a 50:50 basis. At 31 December 2020, joint ventures comprise the Lillie Square joint venture (“LSJV”), Innova Investment (“Innova”) and The Great Capital Partnership (“GCP”). LSJV LSJV was established as a joint venture arrangement with the Kwok Family Interests (“KFI”) in August 2012. The joint venture was established to own, manage and develop land interests at Lillie Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited, acting as general partner to the partnership, and its subsidiaries. All major decisions regarding LSJV are taken by the Board of Lillie Square GP Limited, through which the Group shares strategic control. The summarised income statement and balance sheet of LSJV are presented below. LSJV Summarised income statement Revenue Net rental (expense)/income Proceeds from the sale of trading property Loss on revaluation of investment and development property Cost of sale of trading property Agent, selling and marketing fees Write down of trading property Administration expenses Finance costs1 Loss for the year after taxation 2020 £m 133.6 (4.1) 129.8 (0.5) (106.1) (2.1) (2.8) 0.1 (14.3) – 2019 £m 11.8 – 10.2 – (7.6) (0.8) (0.7) (0.6) (13.4) (12.9) 1. Finance costs includes £13.9 million (2019: £13.2 million) which relates to the amortisation of deep discount bonds that were issued by LSJV to the Group and KFI. The bonds are redeemable at their nominal value of £276.1 million on 24 August 2021. The discount applied is unwound over the period to maturity using an effective interest rate. Finance income receivable to the Group of £11.3 million (2019: £11.3 million) is recognised in the consolidated income statement within other finance income. www.capitalandcounties.com www.capitalandcounties.com 147 147 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 16 INVESTMENT IN JOINT VENTURES CONTINUED 16 INVESTMENT IN JOINT VENTURES CONTINUED LSJV LSJV Summarised balance sheet Summarised balance sheet Investment and development property Investment and development property Other non-current assets Other non-current assets Trading property Trading property Cash and cash equivalents1 Cash and cash equivalents1 Borrowings Borrowings Other non-current liabilities2 Other non-current liabilities2 Amounts payable to joint venture partners3 Amounts payable to joint venture partners3 Other current liabilities2 Other current liabilities2 Net liabilities Net liabilities Capital commitments Capital commitments Carrying value of investment, development and trading property Carrying value of investment, development and trading property Unrecognised surplus on trading property4 Unrecognised surplus on trading property4 Market value of investment, development and trading property4 Market value of investment, development and trading property4 2020 2020 £m £m 2019 2019 £m £m 3.3 3.3 6.4 6.4 222.7 222.7 20.4 20.4 (11.2) (11.2) – – (77.5) (77.5) (283.5) (283.5) (119.4) (119.4) 3.7 3.7 4.6 4.6 318.9 318.9 33.9 33.9 (110.9) (110.9) (252.9) (252.9) (74.8) (74.8) (41.9) (41.9) (119.4) (119.4) 2.8 2.8 13.3 13.3 226.0 226.0 4.4 4.4 230.4 230.4 322.6 322.6 31.7 31.7 354.3 354.3 1. Includes restricted cash and cash equivalents of £10.9 million (2019: £26.0 million) relating to amounts received as property deposits that will not be available 1. Includes restricted cash and cash equivalents of £10.9 million (2019: £26.0 million) relating to amounts received as property deposits that will not be available for use by LSJV until completion of building work. There is a corresponding liability of £10.9 million (2019: £26.0 million) within other current liabilities. for use by LSJV until completion of building work. There is a corresponding liability of £10.9 million (2019: £26.0 million) within other current liabilities. 2. Other non-current liabilities in the prior year relate to deep discount bonds. The current year balance of £266.8 million is included under other current liabilities as 2. Other non-current liabilities in the prior year relate to deep discount bonds. The current year balance of £266.8 million is included under other current liabilities as the bonds are redeemable at their nominal value of £276.1 million on 24 August 2021. Recoverable amounts receivable by the Group, net of impairments, of £85.0 the bonds are redeemable at their nominal value of £276.1 million on 24 August 2021. Recoverable amounts receivable by the Group, net of impairments, of £85.0 million (2019: £98.4 million) are recognised on the consolidated balance sheet within non-current trade and other receivables. million (2019: £98.4 million) are recognised on the consolidated balance sheet within non-current trade and other receivables. 3. Amounts payable to joint venture partners relate to working capital funding advanced by the Group and KFI. 3. Amounts payable to joint venture partners relate to working capital funding advanced by the Group and KFI. 4. The unrecognised surplus on trading property and the market value of LSJV’s property portfolio are shown for informational purposes only and are not a 4. The unrecognised surplus on trading property and the market value of LSJV’s property portfolio are shown for informational purposes only and are not a requirement of IFRS. Trading property continues to be measured at the lower of cost and net realisable value. requirement of IFRS. Trading property continues to be measured at the lower of cost and net realisable value. INNOVA INNOVA On 29 June 2015, the Group acquired a 50 per cent interest in Innova, a joint venture arrangement with Network Rail Infrastructure On 29 June 2015, the Group acquired a 50 per cent interest in Innova, a joint venture arrangement with Network Rail Infrastructure Limited. The joint venture will explore opportunities for future redevelopments on and around significant railway station sites in London. Limited. The joint venture will explore opportunities for future redevelopments on and around significant railway station sites in London. Innova comprises Innova Investment Limited Partnership and Innova Investment GP Limited, acting as general partner to the partnership. Innova comprises Innova Investment Limited Partnership and Innova Investment GP Limited, acting as general partner to the partnership. All major decisions regarding Innova are taken by the Board of Innova Investment GP Limited, through which the Group shares All major decisions regarding Innova are taken by the Board of Innova Investment GP Limited, through which the Group shares strategic control. strategic control. The summarised balance sheet of Innova is presented below. There was no movement through the income statement during the year. The summarised balance sheet of Innova is presented below. There was no movement through the income statement during the year. Innova Innova Summarised balance sheet Summarised balance sheet Cash and cash equivalents Cash and cash equivalents Other current liabilities Other current liabilities Net assets Net assets 2020 2020 £m £m 0.9 0.9 (0.5) (0.5) 0.4 0.4 2019 2019 £m £m 0.9 0.9 (0.5) (0.5) 0.4 0.4 148 148 148 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 16 INVESTMENT IN JOINT VENTURES CONTINUED RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION: The table below reconciles the summarised joint venture financial information previously presented to the carrying value of investment in joint ventures as presented on the consolidated balance sheet. Net assets/(liabilities) of joint ventures at 31 December 2019 Elimination of joint venture partners’ interest Cumulative losses restricted1 Carrying value at 31 December 2019 Net assets/(liabilities) of joint ventures at 31 December 2020 Elimination of joint venture partners’ interest Cumulative losses restricted1 Carrying value at 31 December 2020 GCP £m 0.1 – – 0.1 0.1 – – 0.1 LSJV £m (119.4) 59.7 59.7 – (119.4) 59.7 59.7 – Innova £m 0.4 (0.2) – 0.2 0.4 (0.2) – 0.2 Total £m (118.9) 59.5 59.7 0.3 (118.9) 59.5 59.7 0.3 1. Cumulative losses restricted represent the Group’s share of losses in LSJV which exceed the Group’s investment in the joint venture. As a result the carrying value of the investment in LSJV is £nil (2019: £nil) in accordance with the requirements of IAS 28. RECONCILIATION OF INVESTMENT IN JOINT VENTURES: The table below reconciles the opening to closing carrying value of investment in joint ventures as presented on the consolidated balance sheet. Investment in joint ventures At 1 January 2019 Loss for the year1 Loss restricted1 Impairment of goodwill At 31 December 2019 At 31 December 2020 GCP £m 0.1 – – – 0.1 0.1 LSJV £m – (6.4) 6.4 – – – Innova £m 17.2 (2.5) – (14.5) 0.2 0.2 1. The prior year share of post-tax loss from joint ventures in the consolidated income statement of £2.5 million comprises the loss for the year of £8.9 million and loss restricted totalling £6.4 million. No loss was reported in the current year. 17 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Financial assets mandatorily measured at fair value through profit or loss include the following: Non-current assets Listed equity securities1 2020 £m 551.8 1. Listed equity securities comprise 97.0 million shares in Shaftesbury PLC held at the 31 December 2020 closing share price of 569 pence per share. During the year, the following gain was recognised in profit or loss: Profit or loss Fair value gain on financial assets at fair value through profit or loss 2020 £m 50.9 Total £m 17.3 (8.9) 6.4 (14.5) 0.3 0.3 2019 £m – 2019 £m – 18 NON-CONTROLLING INTEREST On 29 November 2019, the Group completed the sale of its interests in Earls Court Properties, including ECPL, a company in which the Group held a 63 per cent interest. TTL Earls Court Properties Limited, a subsidiary of TfL, held a 37 per cent non-controlling interest in ECPL. Further information on the sale of the Earls Court Properties business can be found in note 11 ‘Discontinued Operation’. The accumulated non-controlling interest is presented below. Discontinued operation At 1 January Loss and total comprehensive expense for the year attributable to non-controlling interest Contribution from non-controlling interest Derecognition of non-controlling interest at disposal At 31 December www.capitalandcounties.com www.capitalandcounties.com 2020 £m – – – – – 2019 £m 247.4 (54.2) 1.0 (194.2) – 149 149 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 19 DERIVATIVE FINANCIAL INSTRUMENTS 19 DERIVATIVE FINANCIAL INSTRUMENTS Derivative liabilities Derivative liabilities Non-current Non-current Interest rate collars Interest rate collars Derivative liability – exchangeable bonds1 Derivative liability – exchangeable bonds1 Derivative financial liabilities Derivative financial liabilities 1. Details of exchangeable bonds issued during the year are set out in note 23 ‘Borrowings’. 1. Details of exchangeable bonds issued during the year are set out in note 23 ‘Borrowings’. During the year, the following fair value movement on derivative financial liabilities was recognised in profit or loss: During the year, the following fair value movement on derivative financial liabilities was recognised in profit or loss: Profit or loss Profit or loss Fair value loss on interest rate collars Fair value loss on interest rate collars Fair value loss on derivative liability – exchangeable bonds Fair value loss on derivative liability – exchangeable bonds Change in fair value of derivative financial instruments Change in fair value of derivative financial instruments 20 TRADE AND OTHER RECEIVABLES 20 TRADE AND OTHER RECEIVABLES Non-current Non-current Other receivables1 Other receivables1 Prepayments and accrued income2 Prepayments and accrued income2 Amounts receivable from joint ventures3 Amounts receivable from joint ventures3 Trade and other receivables Trade and other receivables Current Current Rent receivable4 Rent receivable4 Other receivables1 Other receivables1 Prepayments and accrued income2 Prepayments and accrued income2 Trade and other receivables Trade and other receivables 2020 2020 £m £m 7.2 7.2 15.3 15.3 22.5 22.5 2020 2020 £m £m 9.0 9.0 5.5 5.5 14.5 14.5 2020 2020 £m £m 0.1 0.1 33.1 33.1 85.0 85.0 2019 2019 £m £m 3.6 3.6 – – 3.6 3.6 2019 2019 £m £m 5.2 5.2 – – 5.2 5.2 2019 2019 £m £m 99.1 99.1 51.3 51.3 98.4 98.4 118.2 118.2 248.8 248.8 22.3 22.3 31.0 31.0 12.4 12.4 65.7 65.7 4.3 4.3 118.6 118.6 16.5 16.5 139.4 139.4 1. Includes £15.1 million (2019: £200.8 million) which represents the discounted balance of the deferred consideration in respect of the Earls Court disposal, which 1. Includes £15.1 million (2019: £200.8 million) which represents the discounted balance of the deferred consideration in respect of the Earls Court disposal, which was receivable in two tranches in November 2020 and 2021. During 2020 a payment of £89.7 million in respect of payments made by Capco to the London Borough was receivable in two tranches in November 2020 and 2021. During 2020 a payment of £89.7 million in respect of payments made by Capco to the London Borough of Hammersmith and Fulham pursuant to the CLSA was refunded, while the repayment of the first tranche of £105.0 million was received in November 2020. of Hammersmith and Fulham pursuant to the CLSA was refunded, while the repayment of the first tranche of £105.0 million was received in November 2020. 2. Includes tenant lease incentives, comprising surrender premia paid and incentives offered to new tenants, of £37.5 million (2019: £57.7 million). 2. Includes tenant lease incentives, comprising surrender premia paid and incentives offered to new tenants, of £37.5 million (2019: £57.7 million). 3. Amounts receivable from joint ventures relate to deep discount bonds that were issued by LSJV to the Group. The nominal value of the bonds including accrued 3. Amounts receivable from joint ventures relate to deep discount bonds that were issued by LSJV to the Group. The nominal value of the bonds including accrued interest of £144.5 million has been impaired by £25.1 million in the current year (cumulative £59.5 million). Working capital funding has been advanced to LSJV interest of £144.5 million has been impaired by £25.1 million in the current year (cumulative £59.5 million). Working capital funding has been advanced to LSJV from the Group for £44.2 million (2019: £41.1 million) which has been impaired in full in both years. The deep discount bonds are due for repayment in August 2021 from the Group for £44.2 million (2019: £41.1 million) which has been impaired in full in both years. The deep discount bonds are due for repayment in August 2021 but it is the intention of the Group, and joint venture partner, that the deep discount bonds will be restructured, extending the maturity past the end of 2021, and but it is the intention of the Group, and joint venture partner, that the deep discount bonds will be restructured, extending the maturity past the end of 2021, and therefore they are presented as non current. therefore they are presented as non current. 4. Rent receivable is shown net of bad debt provision of £12.4 million (2019: £1.4 million). 4. Rent receivable is shown net of bad debt provision of £12.4 million (2019: £1.4 million). 21 CASH AND CASH EQUIVALENTS 21 CASH AND CASH EQUIVALENTS Cash at hand Cash at hand Cash on short-term deposits Cash on short-term deposits Cash and cash equivalents Cash and cash equivalents 22 TRADE AND OTHER PAYABLES 22 TRADE AND OTHER PAYABLES Rent in advance Rent in advance Accruals Accruals Other payables Other payables Other taxes and social security Other taxes and social security Trade and other payables Trade and other payables 2020 2020 £m £m 1.5 1.5 363.6 363.6 365.1 365.1 2020 2020 £m £m 15.5 15.5 12.1 12.1 13.9 13.9 2.8 2.8 44.3 44.3 2019 2019 £m £m 1.1 1.1 152.0 152.0 153.1 153.1 2019 2019 £m £m 15.9 15.9 23.6 23.6 17.7 17.7 2.1 2.1 59.3 59.3 150 150 150 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 23 BORROWINGS, INCLUDING LEASE LIABILITIES Current Lease liability obligations Borrowings, including lease liabilities Non-current Bank loans Loan notes Exchangeable bonds Borrowings Lease liability obligations Carrying value £m 1.6 1.6 262.2 548.2 260.3 1,070.7 8.3 Borrowings, including lease liabilities 1,079.0 Total borrowings, including lease liabilities Cash and cash equivalents Net debt Current Lease liability obligations Borrowings, including lease liabilities Non-current Loan notes Borrowings Lease liability obligations Borrowings, including lease liabilities Total borrowings, including lease liabilities Cash and cash equivalents Net debt 1,080.6 (365.1) 715.5 Carrying value £m 1.6 1.6 546.1 546.1 9.2 555.3 556.9 (153.1) 403.8 Secured £m Unsecured £m 0.7 0.7 123.4 – 260.3 383.7 5.4 389.1 0.9 0.9 138.8 548.2 – 687.0 2.9 689.9 Secured £m Unsecured £m 0.7 0.7 – – 5.4 5.4 0.9 0.9 546.1 546.1 3.8 549.9 2020 Fixed rate £m 1.6 1.6 Floating rate £m – – – 262.2 – – Fair value £m 1.6 1.6 265.0 514.5 269.4 Nominal value £m 1.6 1.6 265.0 550.0 275.0 548.2 260.3 808.5 8.3 816.8 2019 Fixed rate £m 1.6 1.6 546.1 546.1 9.2 555.3 262.2 1,048.9 1,090.0 – 8.3 8.3 262.2 1,057.2 1,098.3 Floating rate £m – – – – – – Fair value £m 1.6 1.6 547.9 547.9 9.2 557.1 Nominal value £m 1.6 1.6 550.0 550.0 9.2 559.2 The market value of investment and development property secured as collateral against borrowings at 31 December 2020 was £nil (2019: £nil). Undrawn facilities and cash attributable to the Group at 31 December 2020 were £940.1 million (2019: £868.1 million). The fair values of the Group’s borrowings have been estimated using the market value for floating rate borrowings, which approximates nominal value, and discounted cash flow approach for fixed rate borrowings, representing Level 2 fair value measurements as defined by IFRS 13. The different valuation levels are defined in note 14 ‘Property Portfolio’. The lease liability obligations are in respect of leasehold interests in investment and development property and a lease liability over corporate premises. Details of these leases are set out in note 24 ‘Lease Liabilities’. www.capitalandcounties.com www.capitalandcounties.com 151 151 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 23 BORROWINGS, INCLUDING LEASE LIABILITY CONTINUED 23 BORROWINGS, INCLUDING LEASE LIABILITY CONTINUED On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The notes are exchangeable On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The notes are exchangeable into cash or ordinary shares of Shaftesbury. The reference share price was set at 532.70 pence and the initial exchange price (which reflects into cash or ordinary shares of Shaftesbury. The reference share price was set at 532.70 pence and the initial exchange price (which reflects a 35 per cent premium to the reference share price) was set at 719.15 pence. Interest of 2.0 per cent per annum will be paid semi-annually a 35 per cent premium to the reference share price) was set at 719.15 pence. Interest of 2.0 per cent per annum will be paid semi-annually in arrears in equal instalments. The net proceeds received from the issue of the exchangeable bonds have been split between the financial in arrears in equal instalments. The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability element and an option component, representing the fair value of the embedded option to convert the financial liability into equity liability element and an option component, representing the fair value of the embedded option to convert the financial liability into equity of Shaftesbury. In accordance with IAS 32, the option and debt components of the bonds are accounted for separately and the initial of Shaftesbury. In accordance with IAS 32, the option and debt components of the bonds are accounted for separately and the initial carrying value of the debt component has been determined using the fair value of the instrument as a whole less the fair value of the carrying value of the debt component has been determined using the fair value of the instrument as a whole less the fair value of the embedded derivative. As a result, £265.3 million was recognised as a liability in the balance sheet on issue and the remainder of the embedded derivative. As a result, £265.3 million was recognised as a liability in the balance sheet on issue and the remainder of the proceeds of £9.7m, which represents the option component, was accounted for as a derivative liability. The debt component is accounted proceeds of £9.7m, which represents the option component, was accounted for as a derivative liability. The debt component is accounted for at amortised cost at the effective interest rate method and the derivative liability is accounted for at fair value through profit or loss. for at amortised cost at the effective interest rate method and the derivative liability is accounted for at fair value through profit or loss. Transaction costs of £5.9 million were allocated between the two components and the element relating to the debt component is being Transaction costs of £5.9 million were allocated between the two components and the element relating to the debt component is being amortised through the effective interest rate method. The issue costs apportioned to the embedded derivative of £0.3 million have been amortised through the effective interest rate method. The issue costs apportioned to the embedded derivative of £0.3 million have been expensed through the income statement. expensed through the income statement. In addition, the Group entered into a £125 million three-year secured loan in December 2020 which is secured against shares in Shaftesbury. In addition, the Group entered into a £125 million three-year secured loan in December 2020 which is secured against shares in Shaftesbury. Analysis of movement in net debt Analysis of movement in net debt Balance at 1 January Balance at 1 January Borrowings drawn1 Borrowings drawn1 Borrowings repaid Borrowings repaid Other net cash movements Other net cash movements Other non-cash movements Other non-cash movements Balance at 31 December Balance at 31 December 2020 2020 Current Current borrowings borrowings £m £m Non-current Non-current borrowings borrowings £m £m Cash and cash Cash and cash equivalents equivalents £m £m Net debt Net debt £m £m 1.6 1.6 – – – – (0.9) (0.9) 0.9 0.9 1.6 1.6 555.3 555.3 920.2 920.2 (390.0) (390.0) (6.7) (6.7) 0.2 0.2 (153.0) (153.0) (920.2) (920.2) 390.0 390.0 318.2 318.2 (0.1) (0.1) 1,079.0 1,079.0 (365.1) (365.1) 403.9 403.9 – – – – 310.6 310.6 1.0 1.0 715.5 715.5 1. Borrowings drawn per the statement of consolidated cash flows amounts to £930.0 million. This differs to the amount shown above by £9.8 million due to the 1. Borrowings drawn per the statement of consolidated cash flows amounts to £930.0 million. This differs to the amount shown above by £9.8 million due to the bifurcation of the exchangeable bonds. The option component of the exchangeable bonds is shown in note 19 ‘Derivative Financial Instruments’. bifurcation of the exchangeable bonds. The option component of the exchangeable bonds is shown in note 19 ‘Derivative Financial Instruments’. Analysis of movement in net debt Analysis of movement in net debt Balance at 1 January Balance at 1 January Borrowings drawn1 Borrowings drawn1 Borrowings repaid1 Borrowings repaid1 Other net cash movements Other net cash movements Other non-cash movements Other non-cash movements Balance at 31 December Balance at 31 December 2019 2019 Current Current borrowings borrowings £m £m Non-current Non-current borrowings borrowings £m £m Cash and cash Cash and cash equivalents equivalents £m £m 0.7 0.7 – – – – – – 0.9 0.9 1.6 1.6 616.5 616.5 109.0 109.0 (172.5) (172.5) – – 2.3 2.3 (32.5) (32.5) (109.0) (109.0) 172.5 172.5 (184.1) (184.1) – – 555.3 555.3 (153.1) (153.1) 1. Included in the borrowings drawn and repaid above is £4.0 million drawn and £67.5 million repaid which relates to Earls Court Properties. 1. Included in the borrowings drawn and repaid above is £4.0 million drawn and £67.5 million repaid which relates to Earls Court Properties. The maturity profile of gross debt (excluding lease liabilities) is as follows: The maturity profile of gross debt (excluding lease liabilities) is as follows: Wholly repayable within one year Wholly repayable within one year Wholly repayable in more than one year but not more than two years Wholly repayable in more than one year but not more than two years Wholly repayable in more than two years but not more than five years Wholly repayable in more than two years but not more than five years Wholly repayable in more than five years Wholly repayable in more than five years 2020 2020 £m £m – – 140.0 140.0 257.5 257.5 692.5 692.5 1,090.0 1,090.0 Net debt Net debt £m £m 584.7 584.7 – – – – (184.1) (184.1) 3.2 3.2 403.8 403.8 2019 2019 £m £m – – – – – – 550.0 550.0 550.0 550.0 Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile. Details of Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile. Details of financial covenants are included in the Other Information section on page 182. financial covenants are included in the Other Information section on page 182. 152 152 152 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 24 LEASE LIABILITIES LEASE LIABILITIES INCLUDED WITHIN INVESTMENT AND DEVELOPMENT PROPERTY (A) MINIMUM LEASE PAYMENTS UNDER LEASE OBLIGATIONS Not later than one year Later than one year and not later than five years Later than five years Future finance charges on lease liabilities Present value of lease liability (B) PRESENT VALUE OF MINIMUM LEASE OBLIGATIONS Not later than one year Later than one year and not later than five years Later than five years 2020 £m 0.7 2.9 18.0 21.6 (15.5) 6.1 2020 £m 0.7 2.3 3.1 6.1 2019 £m 0.7 2.9 18.0 21.6 (15.5) 6.1 2019 £m 0.7 2.3 3.1 6.1 Lease liabilities included under investment and development property are in respect of leasehold interests in investment and development property. Certain leases provide for payment of contingent rent, usually a proportion of rental income in addition to the minimum lease payments above, £0.5 million contingent rent has been paid during the year (2019: £0.5 million). These lease liabilities are effectively secured obligations, as the rights to the leased asset revert to the lessor in the event of default. LEASE LIABILITIES INCLUDED WITHIN PROPERTY, PLANT AND EQUIPMENT (A) MINIMUM LEASE PAYMENTS UNDER LEASE OBLIGATIONS Not later than one year Later than one year and not later than five years Later than five years Future finance charges on lease liabilities Present value of lease liability obligations (B) PRESENT VALUE OF MINIMUM LEASE OBLIGATIONS Not later than one year Later than one year and not later than five years Later than five years 2020 £m 0.9 2.9 – 3.8 (0.1) 3.7 2020 £m 0.9 2.8 – 3.7 2019 £m 0.9 3.7 0.3 4.9 (0.2) 4.7 2019 £m 0.9 3.5 0.3 4.7 Lease liabilities included under property, plant and equipment are in respect of a lease over office buildings occupied by the Group. The lease is unsecured, at a fixed rate, held at fair value and matures in 2025. www.capitalandcounties.com www.capitalandcounties.com 153 153 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 25 OPERATING LEASES 25 OPERATING LEASES The Group earns rental income by leasing its investment property to tenants under operating leases. The Group earns rental income by leasing its investment property to tenants under operating leases. In the United Kingdom standard commercial leases vary considerably between markets and locations but typically are for a term of five In the United Kingdom standard commercial leases vary considerably between markets and locations but typically are for a term of five to fifteen years at market rent with provisions to review every five years. to fifteen years at market rent with provisions to review every five years. The Group is exposed to changes in the residual value of properties at the end of the current leases. This residual value risk is mitigated The Group is exposed to changes in the residual value of properties at the end of the current leases. This residual value risk is mitigated through the implementation of active asset management initiatives which aim to ensure the Group enters into new leasing deals prior through the implementation of active asset management initiatives which aim to ensure the Group enters into new leasing deals prior to the expiry of current leases. The Group also offers lease incentives to encourage high quality tenants to remain in properties for longer to the expiry of current leases. The Group also offers lease incentives to encourage high quality tenants to remain in properties for longer lease terms. Expectations about the future residual values are reflected in the fair value of the properties. lease terms. Expectations about the future residual values are reflected in the fair value of the properties. The future minimum lease amounts receivable under non-cancellable operating leases are as follows: The future minimum lease amounts receivable under non-cancellable operating leases are as follows: Not later than one year Not later than one year Later than one year and not later than five years Later than one year and not later than five years Later than five years Later than five years 2020 2020 £m £m 61.3 61.3 169.1 169.1 261.9 261.9 492.3 492.3 2019 2019 £m £m 65.4 65.4 194.3 194.3 309.8 309.8 569.5 569.5 The consolidated income statement includes £0.2 million (2019: £0.9 million) recognised in respect of expected increased rent resulting The consolidated income statement includes £0.2 million (2019: £0.9 million) recognised in respect of expected increased rent resulting from outstanding reviews where the actual rent will only be determined on settlement of the rent review. from outstanding reviews where the actual rent will only be determined on settlement of the rent review. 26 FINANCIAL RISK MANAGEMENT 26 FINANCIAL RISK MANAGEMENT The Group’s financial risk management strategy seeks to set financial limits for treasury activity to ensure they are in line with the risk The Group’s financial risk management strategy seeks to set financial limits for treasury activity to ensure they are in line with the risk appetite of the Group. The Group is exposed to a variety of risks arising from the Group’s operations: market risk (including interest appetite of the Group. The Group is exposed to a variety of risks arising from the Group’s operations: market risk (including interest rate risk and price risk), liquidity risk and credit risk. rate risk and price risk), liquidity risk and credit risk. The following table sets out each class of financial asset and financial liability as at 31 December: The following table sets out each class of financial asset and financial liability as at 31 December: CATEGORIES OF FINANCIAL INSTRUMENTS CATEGORIES OF FINANCIAL INSTRUMENTS Cash and cash equivalents Cash and cash equivalents Other financial assets1 Other financial assets1 Total cash and other financial assets Total cash and other financial assets Investment held at fair value through profit or loss Investment held at fair value through profit or loss Total investment held at fair value through profit or loss Total investment held at fair value through profit or loss Derivative financial liabilities Derivative financial liabilities Total held for trading liabilities Total held for trading liabilities Borrowings, including lease liability Borrowings, including lease liability Other financial liabilities2 Other financial liabilities2 Total borrowings and other financial liabilities Total borrowings and other financial liabilities Note Note 21 21 17 17 19 19 23 23 2020 2020 2019 2019 Carrying Carrying value value £m £m 365.1 365.1 138.4 138.4 503.5 503.5 551.8 551.8 551.8 551.8 (22.5) (22.5) (22.5) (22.5) (1,080.6) (1,080.6) (29.7) (29.7) (1,110.3) (1,110.3) (Loss)/gain (Loss)/gain to income to income statement statement £m £m – – – – – – 50.9 50.9 50.9 50.9 (14.5) (14.5) (14.5) (14.5) – – – – – – Carrying Carrying value value £m £m 153.1 153.1 320.1 320.1 473.2 473.2 – – – – (3.6) (3.6) (3.6) (3.6) (556.9) (556.9) (45.5) (45.5) (602.4) (602.4) (Loss)/gain (Loss)/gain to income to income statement statement £m £m – – – – – – – – – – (5.2) (5.2) (5.2) (5.2) – – – – – – 1. Includes rent receivable, amounts due from joint ventures, deferred consideration on the sale of Earls Court Properties and other receivables. 1. Includes rent receivable, amounts due from joint ventures, deferred consideration on the sale of Earls Court Properties and other receivables. 2. Includes trade and other payables (excluding rents in advance) and tax liabilities. 2. Includes trade and other payables (excluding rents in advance) and tax liabilities. The majority of the Group’s financial risk management is carried out by Group Treasury under policies approved by the Board of Directors. The majority of the Group’s financial risk management is carried out by Group Treasury under policies approved by the Board of Directors. The policies for managing each of these risks and the principal effects of these policies on the results for the year are summarised below. The policies for managing each of these risks and the principal effects of these policies on the results for the year are summarised below. 154 154 154 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 26 FINANCIAL RISK MANAGEMENT CONTINUED MARKET RISK Interest rate risk Interest rate risk comprises both cash flow and fair value risks. Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Fair value risk is the risk that the fair value of financial instruments will fluctuate as a result of changes in market interest rates. The Group’s interest rate risk arises from borrowings issued at variable rates that expose the Group to cash flow interest rate risk, whereas borrowings issued at fixed interest rates expose the Group to fair value interest rate risk. It is Group policy, and often a requirement of our lenders, to eliminate substantially all short and medium-term exposure to interest rate fluctuations in order to establish certainty over medium-term cash flows by using fixed interest rate derivatives. Interest rate swaps have the economic effect of converting borrowings from floating to fixed rates. Interest rate caps protect the Group by capping the maximum interest rate payable at the caps ceiling. Interest rate collars protect the Group by capping the maximum interest rate payable at the collar’s ceiling but sacrifice the profitability of interest rate falls below a certain floor. The table below shows the effects of derivative contracts on the drawn external borrowings profile of the Group and its joint ventures. The table is calculated on a Group share basis in line with the reporting of this information internally to management. Fixed/Capped 2020 £m Floating 2020 £m Fixed/Capped 2019 £m Floating 2019 £m – 55.5 55.5 Nominal value of Group borrowings excluding lease liability Nominal value of joint venture borrowings excluding lease liability Derivative impact (nominal value of derivative contracts) 825.0 – 825.0 265.0 5.6 270.6 (270.6) 550.0 – 550.0 – (55.5) Borrowings profile net of derivative impact 825.0 – 550.0 Interest rate protection 100% – 100% Group policy is to ensure that interest rate protection on Group external debt is greater than 25 per cent. In 2016, the Group entered into a forward starting interest rate swap to hedge the variability in specified hedged interest cash flows arising on £60.0 million of outstanding debt from 2016 to 2026. The loss recognised in other comprehensive income in the year was £nil (2019: £nil). This loss will be reclassified from other comprehensive income to the consolidated income statement over the term of the designated debt. The fair value of the designated hedging instrument at 31 December 2020 is £nil (2019: £nil). The hedge was 100 per cent effective; therefore no charge for an ineffective portion has been taken to the consolidated income statement. The Group has entered into various non-traded derivative instruments to manage its exposure to interest rate risk. These derivatives have not been designated as hedging instruments and therefore they are classified as financial derivatives at fair value through profit or loss. The sensitivity analysis below illustrates the impact of a 50 basis point (“bps”) shift, upwards and downwards, in the level of interest rates on the movement in fair value of interest rate collars entered into by the Group. Increase in interest rates by 50 bps 2020 £m Decrease in interest rates by 50 bps 2020 £m Increase in interest rates by 50 bps 2019 £m Decrease in interest rates by 50 bps 2019 £m Effect on profit before tax (change in fair value of derivative financial instruments): Increase/(decrease) 4.1 (4.1) 5.7 (5.7) The sensitivity analysis above is a reasonable illustration of the possible effect from the changes in slope and shifts in the yield curve that may actually occur and represents management’s assessment of possible changes in interest rates. The fixed rate derivative financial instruments are matched by floating rate debt, therefore such a movement would have a very limited effect on Group cash flow overall. Price risk The Group is exposed to price risk in respect of its investment in listed property securities. The Group limits its exposure to equity price risk by only investing in securities that are listed on a recognised stock exchange and where the Directors are satisfied with the overall strategies implemented by such companies. The primary goal of the Group’s investment in equity securities is to hold the investments for the long-term. Management is assisted by external advisers in this regard. Certain investments are designated as at FVTPL because their performance is actively monitored and they are managed on a fair value basis. The effect of a one per cent change to the share price of the listed investments will have the following impact on the 31 December 2020 statement of profit and loss: Change in fair value of financial assets at fair value through profit or loss Effect on profit before tax: Increase/(decrease) www.capitalandcounties.com www.capitalandcounties.com 1% increase in share price 2020 £m 1% decrease in share price 2020 £m 1% increase in share price 2019 £m 1% decrease in share price 2019 £m 5.5 (5.5) – – 155 155 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 26 FINANCIAL RISK MANAGEMENT CONTINUED 26 FINANCIAL RISK MANAGEMENT CONTINUED LIQUIDITY RISK LIQUIDITY RISK Liquidity risk is managed to ensure that the Group is able to meet future payment obligations when financial liabilities fall due. Liquidity risk is managed to ensure that the Group is able to meet future payment obligations when financial liabilities fall due. The Group’s policy is to seek to minimise its exposure to liquidity risk by managing its exposure to interest rate risk and to refinancing risk. The Group’s policy is to seek to minimise its exposure to liquidity risk by managing its exposure to interest rate risk and to refinancing risk. The Group seeks to borrow for as long as possible at the lowest cost. The Group seeks to borrow for as long as possible at the lowest cost. Liquidity analysis is intended to provide sufficient headroom to meet the Group’s operational requirements and investment commitments. Liquidity analysis is intended to provide sufficient headroom to meet the Group’s operational requirements and investment commitments. The Group’s policy also includes maintaining adequate cash, as well as maintaining adequate committed and undrawn facilities. The Group’s policy also includes maintaining adequate cash, as well as maintaining adequate committed and undrawn facilities. A key factor in ensuring existing facilities remain available to the Group is the borrowing entity’s ability to meet the relevant facility’s A key factor in ensuring existing facilities remain available to the Group is the borrowing entity’s ability to meet the relevant facility’s financial covenants. The Group has a process to monitor regularly both current and projected compliance with the financial covenants. financial covenants. The Group has a process to monitor regularly both current and projected compliance with the financial covenants. The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentrations of maturities through the The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentrations of maturities through the regular replacement of facilities and by staggering maturity dates. Refinancing risk may be reduced by reborrowing prior to the contracted regular replacement of facilities and by staggering maturity dates. Refinancing risk may be reduced by reborrowing prior to the contracted maturity date, effectively switching liquidity risk for market risk. This is subject to credit facilities being available at the time of the maturity date, effectively switching liquidity risk for market risk. This is subject to credit facilities being available at the time of the desired refinancing. desired refinancing. The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual obligations to The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual obligations to make payments of interest and to repay principal. Where interest payment obligations are based on a floating rate, the rates used are those make payments of interest and to repay principal. Where interest payment obligations are based on a floating rate, the rates used are those implied by the par yield curve. implied by the par yield curve. Group Group Bank loans Bank loans Loan notes Loan notes Exchangeable bonds Exchangeable bonds Lease liabilities Lease liabilities Other payables Other payables Interest rate derivatives payable Interest rate derivatives payable Group Group Loan notes Loan notes Lease liabilities Lease liabilities Other payables Other payables 2020 2020 Carrying Carrying value value 1 yr 1 yr Between 1-2 yrs Between 1-2 yrs Between 2-5 yrs Between 2-5 yrs Over 5 yrs Over 5 yrs Total Total Interest Interest £m £m Principal Principal £m £m £m £m Interest Interest £m £m Principal Principal £m £m Interest Interest £m £m Principal Principal £m £m Interest Interest £m £m Principal Principal £m £m Interest Interest £m £m Principal Principal £m £m 262.2 262.2 7.0 7.0 548.2 548.2 15.7 15.7 260.3 260.3 4.6 4.6 9.8 9.8 13.9 13.9 3.8 3.8 – – – – – – – – – – – – 1.6 1.6 13.9 13.9 – – 6.8 6.8 140.0 140.0 3.1 3.1 125.0 125.0 – – – – 16.9 16.9 265.0 265.0 15.7 15.7 5.5 5.5 – – – – 0.1 0.1 – – – – 2.4 2.4 – – – – 43.0 43.0 16.5 16.5 – – – – 3.7 3.7 132.5 132.5 35.8 417.5 35.8 417.5 110.2 110.2 550.0 550.0 – – 2.7 2.7 – – – – 2.7 275.0 2.7 275.0 29.3 29.3 275.0 275.0 – – – – – – 3.1 3.1 – – – – – – – – 3.8 3.8 9.8 9.8 13.9 13.9 – – 1,098.2 1,098.2 27.3 27.3 15.5 15.5 28.1 28.1 142.4 142.4 66.3 66.3 260.2 260.2 38.5 695.6 38.5 695.6 160.2 1,113.7 160.2 1,113.7 2019 2019 Carrying Carrying value value 1 yr 1 yr Between 1-2 yrs Between 1-2 yrs Between 2-5 yrs Between 2-5 yrs Over 5 yrs Over 5 yrs Total Total Interest Interest £m £m Principal Principal £m £m £m £m Interest Interest £m £m Principal Principal £m £m Interest Interest £m £m Principal Principal £m £m Interest Interest £m £m Principal Principal £m £m Interest Interest £m £m Principal Principal £m £m 546.1 18.6 546.1 18.6 10.8 10.8 17.7 17.7 – – – – – – 1.6 1.6 17.7 17.7 18.6 18.6 – – – – – – 2.4 2.4 – – – – 49.9 49.9 – – 47.4 550.0 47.4 550.0 134.5 134.5 550.0 550.0 – – – – 0.7 0.7 3.4 3.4 – – – – – – – – – – 3.4 3.4 – – – – – – – – 1.9 1.9 10.8 10.8 17.7 17.7 – – Interest rate derivatives payable Interest rate derivatives payable 3.6 3.6 0.6 0.6 – – 0.6 0.6 578.2 19.2 578.2 19.2 19.3 19.3 19.2 19.2 2.4 2.4 50.6 50.6 3.4 3.4 47.4 553.4 47.4 553.4 136.4 136.4 578.5 578.5 Contractual maturities reflect the expected maturities of financial instruments. Contractual maturities reflect the expected maturities of financial instruments. As disclosed in note 23, the Group has an unsecured revolving credit facility, loan notes and a secured loan that contain loan covenants. A As disclosed in note 23, the Group has an unsecured revolving credit facility, loan notes and a secured loan that contain loan covenants. A future breach of covenant may require the Group to repay the facilities earlier than indicated in the above table. Details of the non-recourse future breach of covenant may require the Group to repay the facilities earlier than indicated in the above table. Details of the non-recourse loan covenants are set out on page 182 ‘Financial Covenants’. loan covenants are set out on page 182 ‘Financial Covenants’. Under the various debt agreements, covenants are monitored on a regular basis by the treasury department and regularly reported to Under the various debt agreements, covenants are monitored on a regular basis by the treasury department and regularly reported to management to ensure compliance with the agreement. The interest payments on variable interest rate loans and bonds issued in the table management to ensure compliance with the agreement. The interest payments on variable interest rate loans and bonds issued in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. The future above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates change. Except for these financial cash flows on derivative instruments may be different from the amount in the above table as interest rates change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. different amounts. Due to the anticipated impact on reported net rental income of COVID-19, a waiver of the interest cover covenant has been agreed with the Due to the anticipated impact on reported net rental income of COVID-19, a waiver of the interest cover covenant has been agreed with the Covent Garden lenders in relation to the period up to and including December 2021. Further details are included in note 1 ‘Accounting Covent Garden lenders in relation to the period up to and including December 2021. Further details are included in note 1 ‘Accounting Policies’. Given uncertainties resulting from COVID-19, the Group will monitor the interest cover position closely, taking mitigating Policies’. Given uncertainties resulting from COVID-19, the Group will monitor the interest cover position closely, taking mitigating actions as appropriate. actions as appropriate. 156 156 156 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 26 FINANCIAL RISK MANAGEMENT CONTINUED CREDIT RISK The Group’s principal financial assets are trade and other receivables, amounts receivable from joint ventures, listed equity investments and cash and cash equivalents. Credit risk is the risk of financial loss if a tenant or counterparty fails to meet an obligation under a contract. Credit risk arises primarily from trade receivables relating to tenants but also from the Group’s undrawn commitments and holdings of assets such as cash deposits and loans with counterparties. The carrying value of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk without taking into account the value of any deposits or guarantees obtained. Trade and other receivables: Credit risk associated with trade receivables is actively managed; tenants are managed individually by asset managers, who continuously monitor and work with tenants, anticipating and wherever possible identifying and addressing risks prior to default. Tenants are managed through a large and diverse tenant base to reduce the credit risk to the Group. Trade receivables are less than one per cent of total assets at 31 December 2020 (2019: less than one per cent). Prospective tenants are assessed through an internally conducted review process, by obtaining credit ratings and reviewing financial information. As a result, deposits or guarantees may be obtained. The amount of deposits held as collateral at 31 December 2020 was £13.5 million (2019: £14.6 million). During the year tenant default risk, and as such credit risk, has increased due to the current operational and financial issues caused by COVID-19. In view of disruption to business and consumer activity, bespoke support has been provided to customers on a case-by-case basis, which includes rent deferrals, rent-free periods and other arrangements reflecting the position of each customer. Rent receivable balances are provided by applying the IFRS 9 ‘Financial Instruments’ expected credit losses which uses a lifetime expected loss allowance. In assessing the provision the Group identifies risk factors associated by sector (food and beverage, retail, office, leisure and residential) and the type of rent receivable outstanding (rent arrears, service charge, insurance, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant’s ability to pay or possible default in order to recognise an expected credit loss allowance. Trade receivable balances are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable recovery include the failure of the debtor to engage in a repayment plan with the Group and a failure to make contractual payments. The amounts of trade receivables presented in the balance sheet are net of impairment for doubtful receivables. Ageing of gross trade receivables and loss allowances were as follows: Not yet due 0-90 days 91-180 days Over 180 days Trade receivables 2020 £m 2019 £m Gross carrying amount Loss allowance Gross carrying amount Loss allowance 2.0 11.9 14.2 6.6 34.7 (0.6) (4.5) (2.0) (5.2) (12.4) 0.8 3.7 0.3 0.9 5.7 – (0.6) (0.2) (0.6) (1.4) As at 31 December 2020 there is a provision for trade receivables of £12.4 million (2019: £1.4 million). The total expense for the year is £14.0 million (2019: £1.6 million), as shown in note 4 ‘Rental Expenses’, reflecting impairments during the year and movement in the provision. As the Group operates predominantly in central London, it is subject to some geographical risk. However, this is mitigated by the extensive range of tenants from varying business sectors and the credit review process as noted above. Other receivables includes £15.1 million (2019: £200.8 million) of deferred consideration in respect of the Earls Court Properties disposal in the prior year. This is held at the net present value of future cash flows after deduction of the lifetime expected loss allowance. A total of £210.4 million was receivable in two equal instalments, 12 months and 24 months after completion of which the first instalment was received in November 2020. An accelerated payment of £89.7 million in respect of payments made by Capco to the London Borough of Hammersmith and Fulham pursuant to the CLSA was paid during 2020. The credit risk of the counterparties, APG and Delancey (on behalf of its client fund), has been assessed by the Group in conjunction with its financial advisers. No provision for expected credit loss was booked against the remaining deferred consideration balance of £15.3 million due in November 2021. Amounts receivable from joint ventures: Included within receivables is £nil (2019: £nil) of amounts advanced to LSJV. The carrying value of the investment in LSJV is £nil (2019: £nil) as the Group’s share of losses exceeds the cost of its investment. Total funding advanced to LSJV, including the deep discount bonds, of £188.7 million (2019: £173.9 million) has been impaired by £103.7 million (2019: £75.5 million). Details of the impairment are set out in note 6 ‘Impairment of Investments and Other Receivables’. www.capitalandcounties.com www.capitalandcounties.com 157 157 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 26 FINANCIAL RISK MANAGEMENT CONTINUED 26 FINANCIAL RISK MANAGEMENT CONTINUED CREDIT RISK CONTINUED CREDIT RISK CONTINUED LSJV is in a net liability position due to carrying trading property at the lower of cost and net realisable value and the amortisation of the LSJV is in a net liability position due to carrying trading property at the lower of cost and net realisable value and the amortisation of the deep discount bonds. However, based on a market valuation undertaken by the Group’s valuers JLL, there is an unrecognised surplus of deep discount bonds. However, based on a market valuation undertaken by the Group’s valuers JLL, there is an unrecognised surplus of £2.2 million (Group share) as at 31 December 2020. This surplus will only be evidenced on sale of trading property when significant risks £2.2 million (Group share) as at 31 December 2020. This surplus will only be evidenced on sale of trading property when significant risks and rewards have transferred to the buyer. Therefore, while Lillie Square demonstrates positive pricing evidence commercially and funding and rewards have transferred to the buyer. Therefore, while Lillie Square demonstrates positive pricing evidence commercially and funding provided is not deemed to be at risk of default, for reporting purposes the Group is required to allocate losses against amounts advanced to provided is not deemed to be at risk of default, for reporting purposes the Group is required to allocate losses against amounts advanced to LSJV, to the extent that losses do not exceed the investment, until the unrecognised surplus on trading property is realised through sale. LSJV, to the extent that losses do not exceed the investment, until the unrecognised surplus on trading property is realised through sale. Cash, deposits and derivative financial instruments: Cash, deposits and derivative financial instruments: The credit risk relating to cash, deposits and derivative financial instruments is actively managed by Group Treasury. Relationships are The credit risk relating to cash, deposits and derivative financial instruments is actively managed by Group Treasury. Relationships are maintained with a number of institutional counterparties, ensuring compliance with Group cash investment policy relating to limits maintained with a number of institutional counterparties, ensuring compliance with Group cash investment policy relating to limits on the credit ratings of counterparties. The maximum exposure to cash and deposits as at 31 December 2020 amounted to £375.8 million on the credit ratings of counterparties. The maximum exposure to cash and deposits as at 31 December 2020 amounted to £375.8 million (2019: £170.6 million). The maximum fair value exposure to derivative financial instruments is £22.5 million (2019: £3.6 million). (2019: £170.6 million). The maximum fair value exposure to derivative financial instruments is £22.5 million (2019: £3.6 million). Gross carrying value and loss allowance of other receivables (excluding trade receivables) are set out in the table below: Gross carrying value and loss allowance of other receivables (excluding trade receivables) are set out in the table below: Amounts receivable from joint ventures Amounts receivable from joint ventures Other receivables1 Other receivables1 2020 2020 £m £m 2019 2019 £m £m Gross Gross carrying carrying amount amount 188.7 188.7 37.2 37.2 Loss Loss allowance allowance (103.7) (103.7) (6.1) (6.1) Gross Gross carrying carrying amount amount 173.9 173.9 217.7 217.7 Loss Loss allowance allowance (75.5) (75.5) – – 1. £6.1 million loss allowance in the current year relates to the provision against tenant lease incentives. An additional amount of £5.0 million has also been 1. £6.1 million loss allowance in the current year relates to the provision against tenant lease incentives. An additional amount of £5.0 million has also been derecognised in the year for tenants who have fallen into administration or vacated in the year. derecognised in the year for tenants who have fallen into administration or vacated in the year. CAPITAL STRUCTURE CAPITAL STRUCTURE The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by managing the capital structure. The Group uses a mix of equity, debt and other financial instruments and aims to access both debt and managing the capital structure. The Group uses a mix of equity, debt and other financial instruments and aims to access both debt and equity capital markets with maximum efficiency. equity capital markets with maximum efficiency. The key ratios used to monitor the capital structure of the Group are net debt to gross assets and the interest cover ratio. The Group aims The key ratios used to monitor the capital structure of the Group are net debt to gross assets and the interest cover ratio. The Group aims not to exceed an underlying net debt to gross assets of more than 40 per cent and to maintain interest cover above 125 per cent. These ratios not to exceed an underlying net debt to gross assets of more than 40 per cent and to maintain interest cover above 125 per cent. These ratios are disclosed on a Group share basis in line with the reporting of this information internally to management. These metrics are discussed are disclosed on a Group share basis in line with the reporting of this information internally to management. These metrics are discussed in the Financial Review on page 48. in the Financial Review on page 48. Net debt to gross assets Net debt to gross assets Total assets Total assets Less: cash Less: cash Net debt Net debt The maximum net debt to gross assets for the year was 27.5 per cent and occurred in December 2020. The maximum net debt to gross assets for the year was 27.5 per cent and occurred in December 2020. Interest cover Interest cover Finance costs Finance costs Finance income Finance income Underlying operating profit Underlying operating profit 2020 2020 £m £m 2019 2019 £m £m 2,954.8 2,954.8 3,184.3 3,184.3 (375.8) (375.8) (170.6) (170.6) 2,579.0 2,579.0 3,013.7 3,013.7 (710.4) (710.4) 27.5% 27.5% (441.8) (441.8) 14.7% 14.7% 2020 2020 £m £m (24.3) (24.3) 0.5 0.5 (23.8) (23.8) 18.1 18.1 2019 2019 £m £m (21.3) (21.3) 0.4 0.4 (20.9) (20.9) 27.3 27.3 76.1% 76.1% 130.8% 130.8% The minimum interest coverage ratio for the year was 76.1 per cent and occurred on 31 December 2020. The minimum interest coverage ratio for the year was 76.1 per cent and occurred on 31 December 2020. The Covent Garden debt facilities have two principal financial covenants, being a loan to value ratio of up to 60 per cent and interest cover The Covent Garden debt facilities have two principal financial covenants, being a loan to value ratio of up to 60 per cent and interest cover of at least 120 per cent. Loan to value is calculated based on total borrowings less cash divided by the market value of the portfolio. As at 31 of at least 120 per cent. Loan to value is calculated based on total borrowings less cash divided by the market value of the portfolio. As at 31 December 2020 the loan to value is 19.3 per cent (2019: 21.3 per cent). Interest cover ratio is calculated based on net rental income less a fixed December 2020 the loan to value is 19.3 per cent (2019: 21.3 per cent). Interest cover ratio is calculated based on net rental income less a fixed administration cost dividend by net finance costs. As at 31 December 2020 the interest cover ratio is 76.1 per cent (2019: 130.8 per cent). The administration cost dividend by net finance costs. As at 31 December 2020 the interest cover ratio is 76.1 per cent (2019: 130.8 per cent). The interest cover ratio covenant has not been met for 31 December 2020 but a covenant waiver for this period and up to and including 31 interest cover ratio covenant has not been met for 31 December 2020 but a covenant waiver for this period and up to and including 31 December 2021 is in place. December 2021 is in place. 158 158 158 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 26 FINANCIAL RISK MANAGEMENT CONTINUED FAIR VALUE ESTIMATION Financial instruments carried at fair value are required to be analysed by level depending on the valuation method adopted under IFRS 13. The different valuation levels are defined in note 14 ‘Property Portfolio’. The tables below present the Group’s financial assets and liabilities recognised at fair value at 31 December 2020 and 31 December 2019. There were no transfers between levels during the year. 2020 2019 Level 1 £m Level 2 £m Level 3 £m Total £m Level 1 £m Level 2 £m Level 3 £m Total £m Financial assets at fair value through profit or loss Listed equity investment 551.8 – Derivative financial liabilities Total liabilities – (22.5) – – 551.8 (22.5) – – – (3.6) – – – (3.6) The fair values of derivative financial instruments are determined from observable market prices or estimated using appropriate yield curves at 31 December each year by discounting the future contractual cash flows to the net present values. Listed equity investments are carried at fair value on the balance sheet and representing Level 1 fair value measurement. The fair value of listed equity investments are based on quoted market prices traded in active markets. The fair values of the Group’s cash and cash equivalents, other financial assets carried at amortised cost and other financial liabilities are not materially different from those at which they are carried in the financial statements. 27 DEFERRED TAX The change in corporation tax rate referred to in note 10 ‘Taxation’ has been enacted for the purposes of IAS 12 ‘Income Taxes’ (“IAS 12”) and therefore has been reflected in these consolidated financial statements based on the expected timing of the realisation of deferred tax. Deferred tax on investment and development property is calculated under IAS 12 provisions on a disposals basis by reference to the properties’ original tax base cost. Properties that fall within the Group’s qualifying REIT activities will be outside the charge to UK corporation tax subject to certain conditions being met. The Group’s recognised deferred tax position on investment and development property as calculated under IAS 12 is £nil at 31 December 2020 (2019: £nil). The Group’s contingent tax liability on investment properties, calculated on the same basis but based on a deemed market value disposal at year end is £nil (2019: £nil). A disposal of the Group’s trading properties at their market value as per note 14 ‘Property Portfolio’, before utilisation of carried forward losses, would result in a corporation tax charge to the Group of £0.4 million (19 per cent of £2.2 million). Provided deferred tax provision: At 1 January 2019 Adjustment to opening balance Recognised in income Released on conversion to UK REIT Adjustment in respect of rate change At 31 December 2019 Recognised in income Adjustment in respect of rate change At 31 December 2020 Unprovided deferred tax assets: At 1 January 2019 Income statement items Released on discontinued operation At 31 December 2019 Income statement items At 31 December 2020 Accelerated capital allowances £m Fair value of investment and development property £m Fair value of derivative financial instruments £m Other temporary differences £m 3.5 – – (3.4) – 0.1 0.1 – 0.2 – – – – – – – – – – – – – – – (95.7) – 95.7 – – – – – (0.8) – – (0.8) (1.3) (0.2) (2.3) – – – – – – (2.1) – – – 0.2 (1.9) 1.0 (0.2) (1.1) – – – – – – Group losses £m (6.9) (0.3) (0.1) 3.3 – (4.0) 0.4 – (3.6) (9.3) (8.3) 7.3 (10.3) 2.0 (8.3) Total £m (5.5) (0.3) (0.9) (0.1) 0.2 (6.6) 0.2 (0.4) (6.8) In accordance with the requirements of IAS 12, deferred tax assets are only recognised to the extent that the Group believes it is probable that future taxable profit will be available against which the deferred tax assets can be recovered. www.capitalandcounties.com www.capitalandcounties.com 159 159 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 28 SHARE CAPITAL AND SHARE PREMIUM 28 SHARE CAPITAL AND SHARE PREMIUM Group and Company Group and Company Issue type Issue type At 1 January 2019 At 1 January 2019 Scrip dividend – 2018 final Scrip dividend – 2018 final Scrip dividend – 2019 interim Scrip dividend – 2019 interim Share-based payment1 Share-based payment1 At 31 December 2019 At 31 December 2019 Share buyback Share buyback Scrip dividend – 2019 final Scrip dividend – 2019 final Share-based payment2 Share-based payment2 At 31 December 2020 At 31 December 2020 Transaction Transaction date date May May September September Issue Issue price price (pence) (pence) 245 245 187 187 Number Number of shares of shares 850,806,256 850,806,256 409,364 409,364 1,197,901 1,197,901 1,885,642 1,885,642 Share Share capital capital £m £m 212.7 212.7 0.1 0.1 0.3 0.3 0.5 0.5 Share Share premium premium £m £m 225.6 225.6 1.0 1.0 2.2 2.2 0.1 0.1 854,299,163 854,299,163 213.6 213.6 228.9 228.9 February/March February/March (6,060,000) (6,060,000) May May 152 152 2,530,598 2,530,598 313,882 313,882 (1.5) (1.5) 0.6 0.6 0.1 0.1 – – 3.3 3.3 – – 851,083,643 851,083,643 212.8 212.8 232.2 232.2 1. In 2019 a total of 1,885,642 new shares were issued to satisfy employee share scheme awards. 1. In 2019 a total of 1,885,642 new shares were issued to satisfy employee share scheme awards. 2. In 2020 a total of 313,882 new shares were issued to satisfy employee share scheme awards. 2. In 2020 a total of 313,882 new shares were issued to satisfy employee share scheme awards. In accordance with the authority granted by shareholders at the Company’s Annual General Meeting on 3 May 2019 and as part of its share In accordance with the authority granted by shareholders at the Company’s Annual General Meeting on 3 May 2019 and as part of its share repurchase programme, between 26 February 2020 and 20 March 2020 (inclusive), the Company purchased and subsequently cancelled repurchase programme, between 26 February 2020 and 20 March 2020 (inclusive), the Company purchased and subsequently cancelled 6,060,000 ordinary shares. The shares were acquired at an average price of 195.1 pence per share, with prices ranging from 131.6 pence to 6,060,000 ordinary shares. The shares were acquired at an average price of 195.1 pence per share, with prices ranging from 131.6 pence to 229.5 pence per share. The total cost of £11.8 million, including £0.1 million of after-tax transaction costs, was deducted from shareholder 229.5 pence per share. The total cost of £11.8 million, including £0.1 million of after-tax transaction costs, was deducted from shareholder equity. The total reduction in paid-up capital was £1.5 million. equity. The total reduction in paid-up capital was £1.5 million. At 8 March 2021, the Company had an unexpired authority to repurchase shares up to a maximum of 84,854,916 shares with a nominal At 8 March 2021, the Company had an unexpired authority to repurchase shares up to a maximum of 84,854,916 shares with a nominal value of £21.2 million, and the Directors had an unexpired authority to allot up to a maximum of 562,603,144 shares with a nominal value of value of £21.2 million, and the Directors had an unexpired authority to allot up to a maximum of 562,603,144 shares with a nominal value of £140.7 million of which 282,566,871 with a nominal value of £70.6 million can only be allotted pursuant to a fully pre-emptive rights issue. £140.7 million of which 282,566,871 with a nominal value of £70.6 million can only be allotted pursuant to a fully pre-emptive rights issue. 29 CAPITAL COMMITMENTS 29 CAPITAL COMMITMENTS At 31 December 2020, the Group was contractually committed to £0.8 million (31 December 2019: £7.0 million) of future expenditure for the At 31 December 2020, the Group was contractually committed to £0.8 million (31 December 2019: £7.0 million) of future expenditure for the purchase, construction, development and enhancement of investment, development and trading property. The full amount is committed purchase, construction, development and enhancement of investment, development and trading property. The full amount is committed 2021 expenditure. 2021 expenditure. The Group’s share of joint venture capital commitments arising on LSJV amounts to £1.4 million (2019: £6.6 million). The Group’s share of joint venture capital commitments arising on LSJV amounts to £1.4 million (2019: £6.6 million). 30 CONTINGENT LIABILITIES 30 CONTINGENT LIABILITIES The Group has contingent liabilities in respect of legal claims, guarantees and warranties arising from the ordinary course of business. The Group has contingent liabilities in respect of legal claims, guarantees and warranties arising from the ordinary course of business. There are no contingent liabilities that require disclosure or recognition in the financial statements. There are no contingent liabilities that require disclosure or recognition in the financial statements. 160 160 160 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 31 CASH FLOW INFORMATION (A) CASH GENERATED FROM CONTINUING OPERATIONS Continuing operations Loss before tax Adjustments: Loss on revaluation and sale of investment and development property Impairment of investments and other receivables Loss from joint ventures Fair value gain of financial assets at fair value through profit or loss Depreciation Amortisation of tenant lease incentives and other direct costs Bad debt expenses Share-based payment1 Finance income Finance costs Other finance income Other finance costs Change in fair value of derivative financial instruments Change in working capital: Change in trade and other receivables Change in trade and other payables Cash (utilised)/generated from continuing operations 1. This relates to the IFRS 2 ‘Share-based payment’ charge. Refer to note 33 ‘Share-Based Payments’ for further details. (B) CASH USED IN DISCONTINUED OPERATION Discontinued operation Loss before tax Adjustments: Loss on revaluation and sale of investment and development property Depreciation Change in working capital: Change in trade and other receivables Change in trade and other payables Cash used in discontinued operation Note 5 6 16 17 7 4 33 8 9 8 9 19 Note 11 2020 £m (704.7) 693.1 28.2 – (50.9) 1.5 23.4 14.0 1.4 (0.5) 24.1 (20.5) 0.6 14.5 (37.5) (19.0) (32.3) 2020 £m – – – – – – 2019 £m (61.3) 43.3 21.0 2.5 – 1.3 2.3 1.6 4.1 (0.5) 21.2 (11.9) – 5.2 (8.0) (19.1) 1.7 2019 £m (152.5) 151.6 0.8 0.3 (2.4) (2.2) www.capitalandcounties.com www.capitalandcounties.com 161 161 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 31 CASH FLOW INFORMATION CONTINUED 31 CASH FLOW INFORMATION CONTINUED (C) RECONCILIATION OF CASH FLOWS FROM FINANCING ACTIVITIES (C) RECONCILIATION OF CASH FLOWS FROM FINANCING ACTIVITIES The table below sets out the reconciliation of movements of liabilities to cash flows arising from financing activities: The table below sets out the reconciliation of movements of liabilities to cash flows arising from financing activities: Balance at 1 January Balance at 1 January Cash flows from financing activities Cash flows from financing activities Proceeds from borrowings Proceeds from borrowings Repayment of revolving credit facility Repayment of revolving credit facility Facility fees capitalised Facility fees capitalised Principal element of lease payment Principal element of lease payment Total cash flows used in financing activities Total cash flows used in financing activities Non-cash movements from financing activities Non-cash movements from financing activities Facility fee amortised Facility fee amortised Lease liability Lease liability Changes in fair value Changes in fair value Finance cost amortised Finance cost amortised Facility fees capitalised Facility fees capitalised Total non-cash flows from financing activities Total non-cash flows from financing activities Balance at 31 December Balance at 31 December 32 RELATED PARTY TRANSACTIONS 32 RELATED PARTY TRANSACTIONS (A) TRANSACTIONS WITH DIRECTORS (A) TRANSACTIONS WITH DIRECTORS Key management compensation1 Key management compensation1 Salaries and short-term employee benefits Salaries and short-term employee benefits Share-based payment Share-based payment Termination benefits Termination benefits Note Note 23 23 23 23 Long-term Long-term borrowings borrowings £m £m Short-term Short-term borrowings borrowings £m £m Derivative Derivative liability – liability – exchangeable exchangeable bond bond £m £m Total liabilities Total liabilities from financing from financing activities activities £m £m 555.3 555.3 1.6 1.6 – – 556.9 556.9 920.2 920.2 (390.0) (390.0) (6.6) (6.6) – – 523.6 523.6 1.2 1.2 (0.9) (0.9) – – 0.7 0.7 (0.9) (0.9) 0.1 0.1 1,079.0 1,079.0 – – – – – – (0.9) (0.9) (0.9) (0.9) – – 0.9 0.9 – – – – – – 0.9 0.9 1.6 1.6 9.8 9.8 – – – – – – 930.0 930.0 (390.0) (390.0) (6.6) (6.6) (0.9) (0.9) 9.8 9.8 532.4 532.4 – – – – 5.5 5.5 – – – – 5.5 5.5 15.3 15.3 2020 2020 £m £m 2.3 2.3 0.9 0.9 – – 3.2 3.2 1.2 1.2 – – 5.5 5.5 0.7 0.7 (0.9) (0.9) 6.5 6.5 1,095.8 1,095.8 2019 2019 £m £m 3.7 3.7 2.9 2.9 0.7 0.7 7.3 7.3 1. Key management comprises the Directors of the Company who have been determined to be the only individuals with authority and responsibility for planning, 1. Key management comprises the Directors of the Company who have been determined to be the only individuals with authority and responsibility for planning, directing and controlling the activities of the Company. directing and controlling the activities of the Company. Share dealings Share dealings No Director had any dealings in the shares of any Group company between 31 December 2020 and 8 March 2021, being a date less than one No Director had any dealings in the shares of any Group company between 31 December 2020 and 8 March 2021, being a date less than one month prior to the date of the notice convening the Annual General Meeting. month prior to the date of the notice convening the Annual General Meeting. Other than as disclosed in these accounts, no Director of the Company had a material interest in any contract (other than service contracts), Other than as disclosed in these accounts, no Director of the Company had a material interest in any contract (other than service contracts), transaction or arrangement with any Group company during the year ended 31 December 2020. transaction or arrangement with any Group company during the year ended 31 December 2020. 162 162 162 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 32 RELATED PARTY TRANSACTIONS CONTINUED (B) TRANSACTIONS BETWEEN THE GROUP AND ITS JOINT VENTURES Transactions during the year between the Group and its joint ventures, which are related parties, are disclosed in notes 16 ‘Investment in Joint Ventures’, 20 ‘Trade and other receivables’ and 29 ‘Capital commitments’. During the year the Group paid management fees of £1.0 million (2019: income of £1.8 million) that was charged on an arm’s length basis. Property purchased by Directors of the Company A related party of the Group, Lillie Square GP Limited, entered into the following related party transactions as defined by IAS 24 ‘Related Party Disclosures’: ◦ Henry Staunton, Chairman of Capital & Counties Properties PLC, Situl Jobanputra, Chief Financial Officer of Capital & Counties Properties PLC, and Andrew Strang, who was a Non-executive Director of Capital & Counties Properties PLC until 1 May 2020, either solely or together with family members, own apartments in the Lillie Square development. The disclosures in respect of these purchases were included in previous financial statements. ◦ In addition, in September 2019, Henry Staunton, Chairman of Capital & Counties Properties PLC, together with a family member completed the acquisition of a car parking space in the Lillie Square development, for a purchase price of £75,000. £33,900 reflecting VAT and legal fees was received on completion and the balance was settled from a refund for apartment enhancements that were previously paid for but not implemented. ◦ As owners of apartments in the Lillie Square development, the Directors are required to pay annual ground rent and insurance premium fees and bi-annual service charge fees. Should a car parking space be owned in the Lillie Square development, the Directors are required to pay insurance premium fees and bi-annual service charge fees. During 2020, £17,931.54 had been received in relation to these charges. £367.47 of such charges for 2020 remained outstanding as at 31 December 2020. Certain payments in relation to these charges were made in advance and £1,858.03 had been received in advance as at the date the Director retired from the Company. The above transactions with Directors were conducted at fair and reasonable market price based upon similar comparable transactions at that time. Where applicable, appropriate approval has been provided. Lillie Square GP Limited acts in the capacity of general partner to Lillie Square LP, a joint venture between the Group and KFI. 33 SHARE-BASED PAYMENTS The Group operates a number of share-based payment schemes relating to employee benefits and incentives. All schemes are equity settled with the increase in equity measured by reference to the fair value of the Group’s equity instruments at the grant date of the share awards. The corresponding expense is recognised on a straight-line basis over the vesting period based on Group estimates of the number of shares that are expected to vest. The total expense recognised in the consolidated income statement in respect of share-based payments for 2020 was £1.4 million (2019: £4.1 million). All options have a vesting period of three years and a maximum contractual life of 10 years. The fair value of share awards is determined by the market price of the shares at the grant date. Full details of the performance criteria, vesting outcomes and any additional holding periods for the performance share plan are set out within the Directors’ Remuneration Report on pages 90 to 104. 1. PERFORMANCE SHARE PLAN Market value and nil cost options to subscribe for ordinary shares and conditional awards of free shares may be awarded under the Performance Share Plan (“PSP”), and could previously be awarded under the former Performance Share Plan (“Former PSP”). The Company may make a proportion of awards as HMRC approved market value options. Share options outstanding at 31 December 2020 were exercisable between nil pence and 312 pence and have a weighted average remaining contractual life of eight years and are exercisable between 2020 and 2030. www.capitalandcounties.com www.capitalandcounties.com 163 163 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 33 SHARE-BASED PAYMENTS CONTINUED 33 SHARE-BASED PAYMENTS CONTINUED (A) MARKET VALUE OPTION AWARDS (A) MARKET VALUE OPTION AWARDS Outstanding at 1 January Outstanding at 1 January Awarded during the year Awarded during the year Forfeited during the year Forfeited during the year Exercised during the year1 Exercised during the year1 Outstanding at 31 December Outstanding at 31 December Exercisable at 31 December Exercisable at 31 December 1. The weighted average share price at the date of exercise was 234.5 pence (2019: 267.6 pence). 1. The weighted average share price at the date of exercise was 234.5 pence (2019: 267.6 pence). (B) NIL COST OPTION AWARDS (B) NIL COST OPTION AWARDS 2020 2020 2019 2019 Number Number of market of market value value options options 907,020 907,020 102,886 102,886 (280,094) (280,094) (123,928) (123,928) 605,884 605,884 27,793 27,793 Weighted Weighted average average exercise price exercise price (pence) (pence) Number Number of market of market value value options options Weighted Weighted average average exercise price exercise price (pence) (pence) 228.8 228.8 201.4 201.4 (260.7) (260.7) (119.8) (119.8) 231.6 231.6 459,981 459,981 758,349 758,349 (261,573) (261,573) (49,737) (49,737) 907,020 907,020 151,721 151,721 231.0 231.0 241.8 241.8 283.9 283.9 157.7 157.7 228.8 228.8 Outstanding at 1 January Outstanding at 1 January Awarded during the year Awarded during the year Forfeited during the year Forfeited during the year Exercised during the year Exercised during the year Outstanding at 31 December Outstanding at 31 December Exercisable at 31 December Exercisable at 31 December (C) DEFERRED SHARE AWARDS (C) DEFERRED SHARE AWARDS Outstanding at 1 January Outstanding at 1 January Awarded during the year Awarded during the year Forfeited during the year Forfeited during the year Exercised during the year Exercised during the year Outstanding at 31 December Outstanding at 31 December Number of nil cost options Number of nil cost options 2020 2020 2019 2019 4,040,887 4,040,887 4,618,751 4,618,751 2,681,894 2,681,894 2,386,703 2,386,703 (1,032,183) (1,032,183) (2,097,118) (2,097,118) – – (867,449) (867,449) 5,690,598 5,690,598 4,040,887 4,040,887 29,528 29,528 – – Number of deferred share awards Number of deferred share awards 2020 2020 2019 2019 3,443,305 3,443,305 3,725,657 3,725,657 728,195 728,195 1,375,312 1,375,312 (1,797,674) (1,797,674) (1,577,005) (1,577,005) (425,611) (425,611) (80,659) (80,659) 1,948,215 1,948,215 3,443,305 3,443,305 164 164 164 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 33 SHARE-BASED PAYMENTS CONTINUED 2. FORMER MATCHING SHARE PLAN Under the Former Matching Share Plan (“Former MSP”), nil cost option awards could be made in respect of certain shares purchased by Directors, Directors’ deferred bonus, or matching of Directors’ deferred bonus. No awards were made under the Former MSP in 2019 or 2020, and no further awards will be made. No Former MSP awards remain outstanding. (A) DEFERRED SHARE AWARDS – NIL COST OPTIONS Outstanding at 1 January Exercised during the year Outstanding at 31 December Exercisable at 31 December (B) DEFERRED SHARE AWARDS AND CO-INVESTMENT – MATCHED NIL COST OPTIONS Outstanding at 1 January Forfeited during the year Exercised during the year Outstanding at 31 December Exercisable at 31 December Number of nil cost options 2020 2019 – – – – 593,379 (593,379) – – Number of matched nil cost options 2020 2019 – – – – – 891,004 (740,503) (150,501) – – 3. FAIR VALUE OF SHARE-BASED PAYMENT The fair value of share awards is calculated using the Black-Scholes option pricing model for the half that is subject to the total return performance condition and using the stochastic pricing model for the half that is subject to the total shareholder return performance condition. Inputs to the models for share awards during the year are as follows: Year of share award Closing share price at grant date Exercise price Expected option life Risk-free rate Expected volatility Expected dividend yield1 Average share price Value per option 2020 154p 2019 241p 2018 270p 2017 317p 0-269p 0–241p 0–270p 0–317p 3-5.5 years 3–6.5 years 3–6.5 years 3–6.5 years 0.8-0.9% 0.6–0.8% 0.9–1.3% 0.2–0.6% 26.8-33.0% 23.7–24.6% 24.3–30.0% 24.3–30.5% 1.0% 162p 0.6% 238p 0.6% 274p 0.5% 288p 22-72p 26–87p 33–115p 38–135p 1. Expected dividend yield is based on public pronouncements about future dividend levels; all other measures are based on historical data. 34 RELATED UNDERTAKINGS The Company’s subsidiaries and other related undertakings at 31 December 2020 are listed on the following page. All Group entities are included in the consolidated financial statements. Unless otherwise stated, the Company holds 100 per cent of the voting rights and beneficial interests in the shares of the following subsidiaries. The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated. www.capitalandcounties.com www.capitalandcounties.com 165 165 Strategic reportGovernanceFinancial statements NOT ES TO TH E AC CO UN TS C O NT I NU E D NOT ES TO TH E AC CO UN TS C O NT I NU E D 34 RELATED UNDERTAKINGS CONTINUED 34 RELATED UNDERTAKINGS CONTINUED Registered address: Regal House, 14 James Street, London, WC2E 8BU Registered address: Regal House, 14 James Street, London, WC2E 8BU Related undertakings Related undertakings 20 The Piazza Limited 20 The Piazza Limited 20 The Piazza Management Limited 20 The Piazza Management Limited 22 Southampton Street Limited 22 Southampton Street Limited 22 Southampton Street Management Limited 22 Southampton Street Management Limited 34 Henrietta Street Limited 34 Henrietta Street Limited 34 Henrietta Street Management Company Limited 34 Henrietta Street Management Company Limited C & C Management Services Limited1 C & C Management Services Limited1 C&C Properties UK Limited1 C&C Properties UK Limited1 Capco CG 2012 Limited Capco CG 2012 Limited Capco CG 2012 Nominee Limited Capco CG 2012 Nominee Limited Capco CGP 2012 LP Capco CGP 2012 LP Capco Covent Garden Limited1 Capco Covent Garden Limited1 Capco Covent Garden Residential Limited Capco Covent Garden Residential Limited Capco Group Treasury Limited1 Capco Group Treasury Limited1 Capco Investment London Limited1 Capco Investment London Limited1 Capco Investment London 2 Limited1 Capco Investment London 2 Limited1 Capco Investment London (No.1) Limited Capco Investment London (No.1) Limited Capco Investment London (No.2) Limited Capco Investment London (No.2) Limited Capco Investment London (No.3) Limited Capco Investment London (No.3) Limited Capco Investment London (No.4) Limited Capco Investment London (No.4) Limited Capco Investment London (No.5) Limited Capco Investment London (No.5) Limited Capco London Limited Capco London Limited Capital & Counties CG Limited Capital & Counties CG Limited Capital & Counties CGP Capital & Counties CGP 1. Direct undertakings of the Parent. 1. Direct undertakings of the Parent. 2. Non-voting deferred shares. 2. Non-voting deferred shares. 3. Equity accounted joint ventures. 3. Equity accounted joint ventures. Capital & Counties CG Nominee Limited Capital & Counties CG Nominee Limited Capital & Counties Limited1,2 Capital & Counties Limited1,2 CG Investments 2016 GP Limited CG Investments 2016 GP Limited CG Investments 2016 LP CG Investments 2016 LP CG Investments 2016 Nominee Limited CG Investments 2016 Nominee Limited CG Treasury Limited1 CG Treasury Limited1 Covent Garden (43 Management) Limited Covent Garden (43 Management) Limited Covent Garden (49 Wellington Street) Limited Covent Garden (49 Wellington Street) Limited Covent Garden Group Holdings Limited Covent Garden Group Holdings Limited Covent Garden Management Services Limited1 Covent Garden Management Services Limited1 Floral Court Collection Management Limited Floral Court Collection Management Limited Floral Court Limited Floral Court Limited Innova Investment Partnership GP Limited (50%)3 Innova Investment Partnership GP Limited (50%)3 Innova Investment Limited Partnership (50%)3 Innova Investment Limited Partnership (50%)3 Innova Investment Group Holdings GP Limited Innova Investment Group Holdings GP Limited Innova Investment Group Holdings LP Innova Investment Group Holdings LP Innova Investment Group Holdings Nominee Limited Innova Investment Group Holdings Nominee Limited Innova Investment Management Limited Innova Investment Management Limited Lillie Square Clubhouse Limited (50%)3 Lillie Square Clubhouse Limited (50%)3 Lillie Square Developments Limited (50%)3 Lillie Square Developments Limited (50%)3 Lillie Square GP Limited (50%)3 Lillie Square GP Limited (50%)3 Lillie Square LP (50%)3 Lillie Square LP (50%)3 Lillie Square Management Limited (50%)3 Lillie Square Management Limited (50%)3 Lillie Square Nominee Limited (50%)3 Lillie Square Nominee Limited (50%)3 Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG Related undertakings Related undertakings Capital & Counties CG (No. 1) Limited Capital & Counties CG (No. 1) Limited Capital & Counties CG (No. 2) Limited Capital & Counties CG (No. 2) Limited Capital & Counties Properties (Jersey) 3 Limited1 Capital & Counties Properties (Jersey) 3 Limited1 Capvestco 2 Limited1 Capvestco 2 Limited1 Capvestco 3 Limited1 Capvestco 3 Limited1 Capvestco 3 Holdings Limited Capvestco 3 Holdings Limited Capvestco Earls Court Limited Capvestco Earls Court Limited Capvestco Limited1 Capvestco Limited1 1. Direct undertakings of the Parent. 1. Direct undertakings of the Parent. Registered address: 33 Cavendish Square, London, W1G 0PW Registered address: 33 Cavendish Square, London, W1G 0PW Related undertakings Related undertakings Great Capital Partnership (G.P.) Limited (50%)1 Great Capital Partnership (G.P.) Limited (50%)1 Great Capital Property Limited (50%)1 Great Capital Property Limited (50%)1 1. Equity accounted joint ventures. 1. Equity accounted joint ventures. CG Investments 2016 (No. 1) Limited CG Investments 2016 (No. 1) Limited CG Investments 2016 (No. 2) Limited CG Investments 2016 (No. 2) Limited CG Investments 2016 Group Limited CG Investments 2016 Group Limited Covent Garden Limited Covent Garden Limited Covent Garden LP Limited Covent Garden LP Limited Innova Investment Group Holdings LP Limited Innova Investment Group Holdings LP Limited Innova Investment Holdings Limited Innova Investment Holdings Limited Lillie Square LP Limited Lillie Square LP Limited The Great Capital Partnership (50%)1 The Great Capital Partnership (50%)1 166 166 166 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 CAPITAL & COUNTIES PROPER TIES P LC C OMP AN Y BALA N CE SHE E T CAPITAL & COUNTIES PROPER TIES P LC C OMP AN Y BALA N CE SHE E T A S A T 3 1 D E C E M B E R 2 0 2 0 A S A T 3 1 D E C E M B E R 2 0 2 0 Non-current assets Non-current assets Property, plant and equipment Property, plant and equipment Investment in Group companies Investment in Group companies Current assets Current assets Trade and other receivables Trade and other receivables Total assets Total assets Non-current liabilities Non-current liabilities Borrowings, including lease liability Borrowings, including lease liability Derivative financial instruments Derivative financial instruments Current liabilities Current liabilities Borrowings, including lease liability Borrowings, including lease liability Trade and other payables Trade and other payables Total liabilities Total liabilities Net assets Net assets Equity Equity Share capital Share capital Other components of equity Other components of equity Total equity Total equity Note Note II II III III IV IV V V VI VI V V 2020 2020 £m £m 3.8 3.8 516.4 516.4 520.2 520.2 2019 2019 £m £m 4.7 4.7 516.4 516.4 521.1 521.1 1,794.9 1,794.9 1,794.9 1,794.9 1,545.9 1,545.9 1,545.9 1,545.9 2,315.1 2,315.1 2,067.0 2,067.0 (263.2) (263.2) (15.3) (15.3) (278.5) (278.5) (0.9) (0.9) (1.5) (1.5) (2.4) (2.4) (3.8) (3.8) – – (3.8) (3.8) (0.9) (0.9) (5.9) (5.9) (6.8) (6.8) (280.9) (280.9) (10.6) (10.6) 2,034.2 2,034.2 2,056.4 2,056.4 28 28 212.8 212.8 1,821.4 1,821.4 2,034.2 2,034.2 213.6 213.6 1,842.8 1,842.8 2,056.4 2,056.4 The loss for the year attributable to shareholders of the Company is £7.1 million (2019: profit of £8.5 million). References in roman The loss for the year attributable to shareholders of the Company is £7.1 million (2019: profit of £8.5 million). References in roman numerals refer to the notes to the Company financial statements, references in numbers refer to the notes to the Group financial numerals refer to the notes to the Company financial statements, references in numbers refer to the notes to the Group financial statements. statements. These financial statements of Capital & Counties Properties PLC (registered number: 07145051) have been approved for issue by the Board These financial statements of Capital & Counties Properties PLC (registered number: 07145051) have been approved for issue by the Board of Directors on 8 March 2021 and signed on its behalf by: of Directors on 8 March 2021 and signed on its behalf by: IAN HAWKSWORTH IAN HAWKSWORTH CHIEF EXECUTIVE CHIEF EXECUTIVE SITUL JOBANPUTRA SITUL JOBANPUTRA CHIEF FINANCIAL OFFICER CHIEF FINANCIAL OFFICER www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com 167 167 167 Strategic reportGovernanceFinancial statements CAPI TA L & COU NTI ES PROPER TI ES P LC C O MP AN Y STA TEME NT O F CH A NG E S I N E QU IT Y CAPI TA L & COU NTI ES PROPER TI ES P LC C O MP AN Y STA TEME NT O F CH A NG E S I N E QU IT Y F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 Note Note 28 28 12 12 Balance at 1 January 2019 Balance at 1 January 2019 Profit for the year Profit for the year Total comprehensive income for Total comprehensive income for the year ended 31 December 2019 the year ended 31 December 2019 Transactions with owners Transactions with owners Ordinary shares issued2 Ordinary shares issued2 Dividends Dividends Realisation of merger reserve1 Realisation of merger reserve1 Realisation of share-based payment Realisation of share-based payment reserve on issue of shares reserve on issue of shares Fair value of share-based payment Fair value of share-based payment Total transactions with owners Total transactions with owners Balance at 31 December 2019 Balance at 31 December 2019 Loss for the year Loss for the year Total comprehensive income for Total comprehensive income for the year ended 31 December 2020 the year ended 31 December 2020 Transactions with owners Transactions with owners Ordinary shares issued2 Ordinary shares issued2 Share buyback Share buyback Dividends Dividends 28 28 28 28 12 12 Realisation of merger reserve1 Realisation of merger reserve1 Realisation of share-based payment Realisation of share-based payment reserve on issue of shares reserve on issue of shares Fair value of share-based payment Fair value of share-based payment Share Share capital capital £m £m Share Share premium premium £m £m 212.7 212.7 225.6 225.6 – – – – – – – – 0.9 0.9 3.3 3.3 – – – – – – – – 0.9 0.9 213.6 213.6 – – – – 0.7 0.7 (1.5) (1.5) – – – – – – – – – – – – – – – – 3.3 3.3 228.9 228.9 – – – – 3.3 3.3 – – – – – – – – – – Total transactions with owners Total transactions with owners Balance at 31 December 2020 Balance at 31 December 2020 (0.8) (0.8) 3.3 3.3 212.8 212.8 232.2 232.2 Capital Capital redemption redemption reserve reserve £m £m – – – – – – – – – – – – – – – – – – – – – – – – – – 1.5 1.5 – – – – – – – – 1.5 1.5 1.5 1.5 Merger Merger reserve1 reserve1 £m £m 421.8 421.8 Share-based Share-based payment payment reserve reserve £m £m Retained Retained earnings earnings £m £m Total Total equity equity £m £m 8.6 8.6 1,184.5 1,184.5 2,053.2 2,053.2 – – – – – – – – (54.2) (54.2) – – – – (54.2) (54.2) 367.6 367.6 – – – – – – – – – – (53.9) (53.9) – – – – (53.9) (53.9) 313.7 313.7 – – – – – – – – – – (3.5) (3.5) 0.9 0.9 (2.6) (2.6) 8.5 8.5 8.5 8.5 (0.4) (0.4) (12.7) (12.7) 54.2 54.2 6.2 6.2 – – 47.3 47.3 8.5 8.5 8.5 8.5 3.8 3.8 (12.7) (12.7) – – 2.7 2.7 0.9 0.9 (5.3) (5.3) 6.0 6.0 1,240.3 1,240.3 2,056.4 2,056.4 – – – – – – – – – – – – (0.9) (0.9) 1.3 1.3 0.4 0.4 6.4 6.4 (7.1) (7.1) (7.1) (7.1) (7.1) (7.1) (7.1) (7.1) – – (11.8) (11.8) (8.5) (8.5) 53.9 53.9 0.8 0.8 – – 34.4 34.4 4.0 4.0 (11.8) (11.8) (8.5) (8.5) – – (0.1) (0.1) 1.3 1.3 (15.1) (15.1) 1267.6 1267.6 2,034.2 2,034.2 1. Represents non-qualifying consideration received by the Company following the share placing in May 2014 and previous share placements. The amounts taken 1. Represents non-qualifying consideration received by the Company following the share placing in May 2014 and previous share placements. The amounts taken to the merger reserve do not currently meet the criteria for qualifying consideration as they form part of linked transactions. Realised merger reserve relates to the to the merger reserve do not currently meet the criteria for qualifying consideration as they form part of linked transactions. Realised merger reserve relates to the Wellington block disposed of in the year as the properties were originally acquired using proceeds from the share placements. In the prior year the realised merger Wellington block disposed of in the year as the properties were originally acquired using proceeds from the share placements. In the prior year the realised merger reserve related to properties held in Earls Court Properties and Floral Court that were disposed of during 2019. reserve related to properties held in Earls Court Properties and Floral Court that were disposed of during 2019. 2. Share premium includes £3.3 million (2019: £3.2 million) of ordinary shares issued relating to the bonus issue in lieu of cash dividends. Refer to note 12 ‘Dividends’ 2. Share premium includes £3.3 million (2019: £3.2 million) of ordinary shares issued relating to the bonus issue in lieu of cash dividends. Refer to note 12 ‘Dividends’ for further information. for further information. 168 168 168 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 C A PITAL & C OUNTIES P ROPER TIES P LC C O MPA NY STA TE ME N T OF C A S H F L OWS C A PITAL & C OUNTIES P ROPER TIES P LC C O MPA NY STA TE ME N T OF C A S H F L OWS F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 Cash flows from operating activities Cash flows from operating activities Cash (utilised)/generated from operations Cash (utilised)/generated from operations Net cash (outflow)/inflow from continuing operating activities Net cash (outflow)/inflow from continuing operating activities Net cash (outflow)/inflow from operating activities Net cash (outflow)/inflow from operating activities Cash flows from financing activities Cash flows from financing activities Issue of shares Issue of shares Share buyback Share buyback Borrowings drawn Borrowings drawn Principal element of lease payment Principal element of lease payment Cash dividends paid Cash dividends paid Net cash inflow/(outflow) from continuing financing activities Net cash inflow/(outflow) from continuing financing activities Net cash inflow/(outflow) from financing activities Net cash inflow/(outflow) from financing activities Net increase in cash and cash equivalents Net increase in cash and cash equivalents Unrestricted cash and cash equivalents at 1 January Unrestricted cash and cash equivalents at 1 January Unrestricted cash and cash equivalents at 31 December Unrestricted cash and cash equivalents at 31 December Note Note VIII VIII VIII VIII 12 12 2020 2020 £m £m 2019 2019 £m £m (257.7) (257.7) (257.7) (257.7) (257.7) (257.7) – – (11.8) (11.8) 275.0 275.0 (0.9) (0.9) (4.6) (4.6) 257.7 257.7 257.7 257.7 – – – – – – 9.9 9.9 9.9 9.9 9.9 9.9 0.5 0.5 – – – – (0.9) (0.9) (9.5) (9.5) (9.9) (9.9) (9.9) (9.9) – – – – – – www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com 169 169 169 Strategic reportGovernanceFinancial statements CAPITAL & COUNTIES PR OPER TIE S P LC N O TE S TO TH E C O M P AN Y AC C O U N T S CAPITAL & COUNTIES PR OPER TIE S P LC N O TE S TO TH E C O M P AN Y AC C O U N T S I PRINCIPAL ACCOUNTING POLICIES I PRINCIPAL ACCOUNTING POLICIES GENERAL INFORMATION GENERAL INFORMATION Capital & Counties Properties PLC (the “Company”) was incorporated and registered in England and Wales and domiciled in the United Capital & Counties Properties PLC (the “Company”) was incorporated and registered in England and Wales and domiciled in the United Kingdom on 3 February 2010 under the Companies Act as a public company limited by shares, registration number 7145051. The registered Kingdom on 3 February 2010 under the Companies Act as a public company limited by shares, registration number 7145051. The registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity of the Company is to office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity of the Company is to act as the ultimate parent company of Capital & Counties Properties PLC Group (the “Group”), whose principal activity is the investment, act as the ultimate parent company of Capital & Counties Properties PLC Group (the “Group”), whose principal activity is the investment, development and management of property. development and management of property. BASIS OF PREPARATION BASIS OF PREPARATION The Company’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as adopted The Company’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with international accounting standards pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. in conformity with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified for the revaluation of derivative The financial statements have been prepared under the historical cost convention as modified for the revaluation of derivative financial instruments. financial instruments. The Directors have taken advantage of the exemption offered by section 408 of the Companies Act 2006 not to present a separate income The Directors have taken advantage of the exemption offered by section 408 of the Companies Act 2006 not to present a separate income statement or statement of comprehensive income for the Company. statement or statement of comprehensive income for the Company. In the current year, the Company has applied the amendments to IFRS Standards and Interpretations issued by the Board as set out in the In the current year, the Company has applied the amendments to IFRS Standards and Interpretations issued by the Board as set out in the accounting policies of the Group on page 123 that are effective for annual periods that begin on or after 1 January 2020. Their adoption has accounting policies of the Group on page 123 that are effective for annual periods that begin on or after 1 January 2020. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. not had any material impact on the disclosures or on the amounts reported in these financial statements. INVESTMENT IN GROUP COMPANIES INVESTMENT IN GROUP COMPANIES Investment in Group companies, which eliminates on consolidation, is stated in the Company’s separate financial statements at cost Investment in Group companies, which eliminates on consolidation, is stated in the Company’s separate financial statements at cost less impairment losses, if any. Impairment losses are determined with reference to the investment’s fair value less estimated selling costs. less impairment losses, if any. Impairment losses are determined with reference to the investment’s fair value less estimated selling costs. Fair value is derived from the subsidiaries’, and their subsidiaries’, net assets at the balance sheet date. On disposal, the difference between Fair value is derived from the subsidiaries’, and their subsidiaries’, net assets at the balance sheet date. On disposal, the difference between the net disposal proceeds and its carrying amount is included in the income statement. the net disposal proceeds and its carrying amount is included in the income statement. OTHER OTHER Accounting policies for going concern, share-based payments, cash and cash equivalents, trade and other receivables, borrowings, Accounting policies for going concern, share-based payments, cash and cash equivalents, trade and other receivables, borrowings, derivative financial instruments, trade and other payables and financial instruments are the same as those applied by the Group derivative financial instruments, trade and other payables and financial instruments are the same as those applied by the Group and are set out on pages 123 to 130. and are set out on pages 123 to 130. The auditors’ remuneration for audit and other services is disclosed in note 7 to the Group accounts. The auditors’ remuneration for audit and other services is disclosed in note 7 to the Group accounts. 170 170 170 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 II PROPERTY, PLANT AND EQUIPMENT Movement for the year Net carrying value at 1 January Additions Depreciation charge Net carrying value at 31 December 2020 £m 4.7 – (0.9) 3.8 2019 £m – 5.4 (0.7) 4.7 Property, plant and equipment of the Company comprises a leased office building. Details of the lease liability is set out in note VII ‘Lease Liability’. III INVESTMENT IN GROUP COMPANIES At 1 January At 31 December 2020 £m 516.4 516.4 2019 £m 516.4 516.4 Investments in Group companies are carried at cost less impairment losses, if any. An impairment test is performed on an annual basis. An impairment charge of £nil was recorded in the current year (2019: £nil). IV TRADE AND OTHER RECEIVABLES Current Amounts owed by subsidiaries Other receivables Prepayments and accrued income Trade and other receivables 2020 £m 2019 £m 1,794.4 1,544.5 – 0.5 0.9 0.5 1,794.9 1,545.9 An impairment test is performed on an annual basis to determine the recoverability of amounts owed by subsidiaries. An impairment charge of £nil was recorded in the current year (2019: £nil). www.capitalandcounties.com www.capitalandcounties.com 171 171 Strategic reportGovernanceFinancial statements CAPITA L & COUNTIES PROPER TIES PL C N O TE S TO THE C O M PA N Y AC C O U N TS CO N TI NUE D CAPITA L & COUNTIES PROPER TIES PL C N O TE S TO THE C O M PA N Y AC C O U N TS CO N TI NUE D V BORROWINGS, INCLUDING LEASE LIABILITY V BORROWINGS, INCLUDING LEASE LIABILITY Carrying Carrying value value £m £m Secured Secured £m £m Unsecured Unsecured £m £m Fixed Fixed rate rate £m £m Floating Floating rate rate £m £m Fair Fair value value £m £m Nominal Nominal value value £m £m 2020 2020 Current Current Lease liability obligation Lease liability obligation Borrowings, including lease liability Borrowings, including lease liability Non-current Non-current Exchangeable bonds Exchangeable bonds Borrowings Borrowings Lease liability obligation Lease liability obligation Borrowings, including lease liability Borrowings, including lease liability Total borrowings, including lease liability Total borrowings, including lease liability 0.9 0.9 0.9 0.9 260.3 260.3 260.3 260.3 2.9 2.9 263.2 263.2 264.1 264.1 – – – – 260.3 260.3 260.3 260.3 – – 260.3 260.3 – – – – – – – – – – – – 0.9 0.9 0.9 0.9 269.4 269.4 270.3 270.3 2.9 2.9 271.2 271.2 0.9 0.9 0.9 0.9 275.0 275.0 275.9 275.9 2.9 2.9 278.8 278.8 0.9 0.9 0.9 0.9 – – 0.9 0.9 2.9 2.9 3.8 3.8 0.9 0.9 0.9 0.9 260.3 260.3 261.2 261.2 2.9 2.9 264.1 264.1 2019 2019 Carrying Carrying value value £m £m Secured Secured £m £m Unsecured Unsecured £m £m Fixed Fixed rate rate £m £m Floating Floating rate rate £m £m Fair Fair value value £m £m Nominal Nominal value value £m £m Current Current Lease liability obligation Lease liability obligation Borrowings, including lease liability Borrowings, including lease liability Non-current Non-current Lease liability obligation Lease liability obligation Borrowings, including lease liability Borrowings, including lease liability Total borrowings, including lease liability Total borrowings, including lease liability 0.9 0.9 0.9 0.9 3.8 3.8 4.7 4.7 4.7 4.7 – – – – – – – – 0.9 0.9 0.9 0.9 3.8 3.8 4.7 4.7 0.9 0.9 0.9 0.9 3.8 3.8 4.7 4.7 – – – – – – – – 0.9 0.9 0.9 0.9 3.8 3.8 4.7 4.7 0.9 0.9 0.9 0.9 3.8 3.8 4.7 4.7 The fair values of the Company’s borrowings have been estimated using the market value for floating rate borrowings, which approximates The fair values of the Company’s borrowings have been estimated using the market value for floating rate borrowings, which approximates nominal value, and discounted cash flow approach for fixed rate borrowings, representing Level 2 fair value measurements as defined nominal value, and discounted cash flow approach for fixed rate borrowings, representing Level 2 fair value measurements as defined by IFRS 13. The different valuation levels are defined in note 14 ‘Property Portfolio’. by IFRS 13. The different valuation levels are defined in note 14 ‘Property Portfolio’. The lease liability of the Company relates to the lease liability over corporate premises. Details of this lease is set out in note VII ‘Lease Liability’. The lease liability of the Company relates to the lease liability over corporate premises. Details of this lease is set out in note VII ‘Lease Liability’. On 30 November 2020 the Company issued £275 million of secured exchangeable bonds maturing in March 2026. The notes are On 30 November 2020 the Company issued £275 million of secured exchangeable bonds maturing in March 2026. The notes are exchangeable into cash or ordinary shares of Shaftesbury on maturity. The reference share price was set at 532.70 pence and the initial exchangeable into cash or ordinary shares of Shaftesbury on maturity. The reference share price was set at 532.70 pence and the initial exchange price (which reflects a 35 per cent premium to the reference share price) was set at 719.15 pence. Interest of two per cent per annum exchange price (which reflects a 35 per cent premium to the reference share price) was set at 719.15 pence. Interest of two per cent per annum will be paid semi-annually in arrears in equal instalments. The net proceeds received from the issue of the exchangeable bonds have been will be paid semi-annually in arrears in equal instalments. The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability element and an option component, representing the fair value of the embedded option to convert the split between the financial liability element and an option component, representing the fair value of the embedded option to convert the financial liability into equity of Shaftesbury. In accordance with IAS 32, the option and debt components of the bonds are accounted for financial liability into equity of Shaftesbury. In accordance with IAS 32, the option and debt components of the bonds are accounted for separately and the initial carrying value of the debt component has been determined using the fair value of the instrument as a whole less separately and the initial carrying value of the debt component has been determined using the fair value of the instrument as a whole less the fair value of the embedded derivative. As a result, £265.3 million was recognised as a liability in the balance sheet on issue and the the fair value of the embedded derivative. As a result, £265.3 million was recognised as a liability in the balance sheet on issue and the remainder of the proceeds of £9.7m, which represents the option component, was accounted for as a derivative liability. The debt remainder of the proceeds of £9.7m, which represents the option component, was accounted for as a derivative liability. The debt component is accounted for at amortised cost at the effective interest rate method and the derivative liability is accounted for at fair component is accounted for at amortised cost at the effective interest rate method and the derivative liability is accounted for at fair value through profit or loss. Issue costs of £5.9 million were allocated between the two components and the element relating to the value through profit or loss. Issue costs of £5.9 million were allocated between the two components and the element relating to the debt component is being amortised through the effective interest rate method. The issue costs apportioned to the embedded derivative debt component is being amortised through the effective interest rate method. The issue costs apportioned to the embedded derivative of £0.3 million have been expensed through the income statement. of £0.3 million have been expensed through the income statement. In addition, the Company is guarantor to the £125 million three-year secured loan gained in December 2020 and is secured against shares In addition, the Company is guarantor to the £125 million three-year secured loan gained in December 2020 and is secured against shares in Shaftesbury. The loan is held by two Group entities. in Shaftesbury. The loan is held by two Group entities. 172 172 172 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 V BORROWINGS, INCLUDING LEASE LIABILITY CONTINUED Analysis of movement in net debt Balance at 1 January Borrowings drawn Other net cash movements Other non-cash movements Balance at 31 December Analysis of movement in net debt Balance at 1 January Other non-cash movements Balance at 31 December The maturity profile of gross debt (excluding lease liabilities) is as follows: Wholly repayable in more than five years VI DERIVATIVE FINANCIAL INSTRUMENTS Derivative liabilities Non-current Derivative liability – exchangeable bonds1 Derivative financial liabilities 1. Details of exchangeable bonds issued during the year are set out in Note V ‘Borrowings’. VII LEASE LIABILITY LEASE LIABILITY INCLUDED WITHIN PROPERTY, PLANT AND EQUIPMENT (A) MINIMUM LEASE PAYMENTS UNDER LEASE OBLIGATIONS Not later than one year Later than one year and not later than five years Later than five years Future finance charges on lease liabilities Present value of lease liability obligations (B) PRESENT VALUE OF MINIMUM LEASE OBLIGATIONS Not later than one year Later than one year and not later than five years Later than five years 2020 Current borrowings £m Non-current borrowings £m Cash and cash equivalents £m 0.9 – (0.9) 0.9 0.9 – (265.2) 265.2 – – 3.8 265.2 (6.7) 0.9 263.2 2019 Current borrowings £m Non-current borrowings £m Cash and cash equivalents £m – 0.9 0.9 – 3.8 3.8 – – – 2020 £m 275.0 275.0 2020 £m (15.3) (15.3) 2020 £m 0.9 3.0 – 3.9 (0.1) 3.8 2020 £m 0.9 2.9 – 3.8 Net debt £m 4.7 – 257.6 1.8 264.1 Net debt £m – 4.7 4.7 2019 £m – – 2019 £m – – 2019 £m 0.9 3.7 0.3 4.9 (0.2) 4.7 2019 £m 0.9 3.5 0.3 4.7 Lease liabilities included under property, plant and equipment are in respect of a lease over office buildings occupied by the Group. The lease is unsecured, at a fixed rate, held at fair value and matures in 2025. www.capitalandcounties.com www.capitalandcounties.com 173 173 Strategic reportGovernanceFinancial statements CAPITA L & COUNTIES PROPER TIES PL C N O TE S TO THE C O M PA N Y AC C O U N TS CO N TI NUE D CAPITA L & COUNTIES PROPER TIES PL C N O TE S TO THE C O M PA N Y AC C O U N TS CO N TI NUE D VIII CASH FLOW INFORMATION VIII CASH FLOW INFORMATION (A) CASH GENERATED FROM CONTINUING OPERATIONS (A) CASH GENERATED FROM CONTINUING OPERATIONS Continuing operations Continuing operations (Loss)/profit before tax (Loss)/profit before tax Adjustments: Adjustments: Depreciation Depreciation Finance costs Finance costs Other finance income Other finance income Change in fair value of derivative financial instruments Change in fair value of derivative financial instruments Change in working capital: Change in working capital: Change in trade and other receivables Change in trade and other receivables Change in trade and other payables Change in trade and other payables Cash (utilised)/generated from continuing operations Cash (utilised)/generated from continuing operations 2020 2020 £m £m (6.8) (6.8) 0.9 0.9 1.0 1.0 (6.9) (6.9) 5.5 5.5 (246.3) (246.3) (5.1) (5.1) (257.7) (257.7) 2019 2019 £m £m 8.5 8.5 0.9 0.9 0.1 0.1 (19.1) (19.1) – – 11.5 11.5 8.0 8.0 9.9 9.9 (B) RECONCILIATION OF CASH FLOWS FROM FINANCING ACTIVITIES (B) RECONCILIATION OF CASH FLOWS FROM FINANCING ACTIVITIES The table below sets out the reconciliation of movements of liabilities to cash flows arising from financing activities: The table below sets out the reconciliation of movements of liabilities to cash flows arising from financing activities: Balance at 1 January Balance at 1 January Cash flows from financing activities Cash flows from financing activities Proceeds from borrowings Proceeds from borrowings Facility fees capitalised Facility fees capitalised Principal element of lease payment Principal element of lease payment Total cash flows used in financing activities Total cash flows used in financing activities Non-cash movements from financing activities Non-cash movements from financing activities Lease liability Lease liability Finance cost amortised Finance cost amortised Facility fees capitalised Facility fees capitalised Changes in fair value Changes in fair value Total non-cash flows from financing activities Total non-cash flows from financing activities Balance at 31 December Balance at 31 December Note Note Long-term Long-term borrowings borrowings £m £m 3.8 3.8 V V 265.2 265.2 (5.9) (5.9) – – 259.3 259.3 (0.9) (0.9) 0.9 0.9 0.1 0.1 – – 0.1 0.1 263.2 263.2 Short-term Short-term borrowings borrowings £m £m Derivative Derivative liability – liability – exchangeable exchangeable bond bond £m £m Total liabilities Total liabilities from financing from financing activities activities £m £m 0.9 0.9 – – – – (0.9) (0.9) (0.9) (0.9) 0.9 0.9 – – – – – – 0.9 0.9 0.9 0.9 – – 9.8 9.8 – – – – 9.8 9.8 – – – – – – 5.5 5.5 5.5 5.5 15.3 15.3 4.7 4.7 275.0 275.0 (5.9) (5.9) (0.9) (0.9) 268.2 268.2 – – 0.9 0.9 0.1 0.1 5.5 5.5 6.5 6.5 279.4 279.4 IX RELATED PARTY TRANSACTIONS IX RELATED PARTY TRANSACTIONS (A) TRANSACTIONS BETWEEN THE PARENT COMPANY AND ITS SUBSIDIARIES (A) TRANSACTIONS BETWEEN THE PARENT COMPANY AND ITS SUBSIDIARIES Transactions between the Parent Company and its subsidiaries, which are related parties, have been eliminated on consolidation for Transactions between the Parent Company and its subsidiaries, which are related parties, have been eliminated on consolidation for the Group. the Group. Significant transactions between the Parent Company and its subsidiaries are shown below: Significant transactions between the Parent Company and its subsidiaries are shown below: Subsidiary Subsidiary Funding activities Funding activities Nature of transaction Nature of transaction 2020 2020 £m £m 2019 2019 £m £m Capco Group Treasury Limited Capco Group Treasury Limited Interest on intercompany loan Interest on intercompany loan 6.9 6.9 19.1 19.1 Significant balances outstanding at 31 December between the Parent Company and its subsidiaries are shown below: Significant balances outstanding at 31 December between the Parent Company and its subsidiaries are shown below: Subsidiary Subsidiary Capco Group Treasury Limited Capco Group Treasury Limited Amounts owed Amounts owed by subsidiaries by subsidiaries 2020 2020 £m £m 2019 2019 £m £m 1,794.2 1,794.2 1,544.5 1,544.5 The amount due from Capco Group Treasury Limited is unsecured, interest bearing at 0.6 per cent (2019: 1.25 per cent) and repayable on demand. The amount due from Capco Group Treasury Limited is unsecured, interest bearing at 0.6 per cent (2019: 1.25 per cent) and repayable on demand. 174 174 174 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 OTHER INF ORMATIO N (UNAUDITED) OTHER INF ORMATIO N (UNAUDITED) ALTERNATIVE PERFORMANCE MEASURES ALTERNATIVE PERFORMANCE MEASURES F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 The Group has applied the European Securities and Markets Authority (“ESMA”) guidelines on alternative performance measures The Group has applied the European Securities and Markets Authority (“ESMA”) guidelines on alternative performance measures (“APMs”) in these annual results. An APM is a financial measure of historical or future finance performance, position or cash flow (“APMs”) in these annual results. An APM is a financial measure of historical or future finance performance, position or cash flow of the Group which is not a measure defined or specified in IFRS. of the Group which is not a measure defined or specified in IFRS. Set out below is a summary of the APMs used in this Annual Report. Set out below is a summary of the APMs used in this Annual Report. Many of the APMs included are based on the EPRA Best Practice Recommendations reporting framework, a set of standard disclosures Many of the APMs included are based on the EPRA Best Practice Recommendations reporting framework, a set of standard disclosures for the property industry, which aims to improve the transparency, comparability and relevance of published results of public real estate for the property industry, which aims to improve the transparency, comparability and relevance of published results of public real estate companies in Europe. companies in Europe. The Group also uses underlying earnings, property portfolio and financial debt ratios APMs. The property portfolio presents the The Group also uses underlying earnings, property portfolio and financial debt ratios APMs. The property portfolio presents the Group share of property market value which is the economic value attributable to the owners of the Parent. Financial debt ratios are Group share of property market value which is the economic value attributable to the owners of the Parent. Financial debt ratios are supplementary ratios which we believe are useful in monitoring the capital structure of the Group. Additionally, loan to value and supplementary ratios which we believe are useful in monitoring the capital structure of the Group. Additionally, loan to value and interest cover are covenants within many of the Group’s borrowing facilities. interest cover are covenants within many of the Group’s borrowing facilities. Internally, the Board focuses on and reviews information and reports prepared on a Group share basis, which includes the Group’s share Internally, the Board focuses on and reviews information and reports prepared on a Group share basis, which includes the Group’s share of joint ventures but excludes the non-controlling interest share of the Group’s subsidiaries. of joint ventures but excludes the non-controlling interest share of the Group’s subsidiaries. APM APM Definition of measure Definition of measure Nearest IFRS measure Nearest IFRS measure Explanation and Explanation and reconciliation reconciliation Underlying earnings Underlying earnings (Loss)/profit for the period excluding (Loss)/profit for the period excluding unrealised and one-off items unrealised and one-off items (Loss)/profit for the year Note 3 (Loss)/profit for the year Note 3 Underlying earnings per Underlying earnings per share share Underlying earnings per weighted Underlying earnings per weighted number of ordinary shares number of ordinary shares Basic (loss)/earnings per Basic (loss)/earnings per share share Note 3 Note 3 2020 2020 (£6.2)m (£6.2)m 2019 2019 £9.0m £9.0m (0.7)p (0.7)p 1.1p 1.1p EPRA earnings EPRA earnings Recurring earnings from core Recurring earnings from core operational activity operational activity Profit/(loss) for the year EPRA measures Profit/(loss) for the year EPRA measures £17.9m £17.9m (£6.7)m (£6.7)m Table 1 Table 1 EPRA earnings per share EPRA earnings per share EPRA earnings per weighted number EPRA earnings per weighted number of ordinary shares of ordinary shares Basic earnings/(loss) per Basic earnings/(loss) per share share EPRA measures EPRA measures Table 1 Table 1 2.1p 2.1p (0.8)p (0.8)p EPRA NTA EPRA NTA Net asset value adjusted to include Net asset value adjusted to include properties and other investment properties and other investment interests at fair value and to exclude interests at fair value and to exclude certain items not expected to certain items not expected to crystallise in a long-term investment crystallise in a long-term investment property business model property business model Net assets attributable to Net assets attributable to shareholders shareholders Note 13 Note 13 £1,805.8m £1,805.8m £2,505.8m £2,505.8m EPRA NTA per share EPRA NTA per share EPRA NTA per the diluted number of EPRA NTA per the diluted number of ordinary shares ordinary shares Net assets attributable to Net assets attributable to shareholders per share shareholders per share Note 13 Note 13 212.1p 212.1p 292.9p 292.9p Market value of property Market value of property portfolio portfolio Market value of investment, Market value of investment, development and trading properties development and trading properties Investment, development Investment, development and trading properties and trading properties Note 14 Note 14 £1,942.4m £1,942.4m £2,774.2m £2,774.2m Interest cover Interest cover Net debt to gross assets Net debt to gross assets Underlying operating profit divided Underlying operating profit divided by net underlying finance costs by net underlying finance costs N/A N/A Net debt divided by total assets Net debt divided by total assets excluding cash and cash equivalents excluding cash and cash equivalents N/A N/A Gross debt with interest rate Gross debt with interest rate protection protection Proportion of the gross debt with Proportion of the gross debt with interest rate protection interest rate protection N/A N/A Weighted average cost of Weighted average cost of debt debt Cost of debt weighted by the drawn Cost of debt weighted by the drawn balance of external borrowings balance of external borrowings N/A N/A Cash and undrawn Cash and undrawn committed facilities committed facilities (Group share) (Group share) Cash and undrawn Cash and undrawn committed facilities (IFRS) committed facilities (IFRS) Cash and cash equivalents plus Cash and cash equivalents plus undrawn committed facilities shown undrawn committed facilities shown on a Group share basis on a Group share basis Cash and cash equivalents plus Cash and cash equivalents plus undrawn committed facilities shown undrawn committed facilities shown on an IFRS basis on an IFRS basis Occupancy Occupancy ERV of occupied space as a ERV of occupied space as a percentage of ERV percentage of ERV of combined portfolio of combined portfolio N/A N/A N/A N/A N/A N/A Where this report uses like-for-like comparisons, these are defined within the Glossary. Where this report uses like-for-like comparisons, these are defined within the Glossary. Note 26 Note 26 Note 26 Note 26 76.1% 76.1% 130.8% 130.8% 27.5% 27.5% 14.7% 14.7% Note 26 Note 26 100% 100% 100% 100% Financial Review, Financial Review, page 55 page 55 Financial Review, Financial Review, page 55 page 55 Financial Review, Financial Review, page 55 page 55 2.6% 2.6% 3.0% 3.0% £1,010.2m £1,010.2m £895.2m £895.2m £940.1m £940.1m £868.1m £868.1m N/A N/A 96.5% 96.5% 96.8% 96.8% www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com 175 175 175 Strategic reportGovernanceFinancial statements OTHER INF ORMATIO N (UNAUDITED) CONTINUE D OTHER INF ORMATIO N (UNAUDITED) CONTINUE D EPRA MEASURES EPRA MEASURES F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 In October 2019, the European Public Real Estate Association (“EPRA”) published new best practice recommendations which aims to In October 2019, the European Public Real Estate Association (“EPRA”) published new best practice recommendations which aims to improve the transparency, comparability and relevance of published results of public real estate companies in Europe. improve the transparency, comparability and relevance of published results of public real estate companies in Europe. Effective from 1 January 2020 EPRA net asset value (“EPRA NAV”) and EPRA triple net asset value (“EPRA NNNAV”) have been replaced by Effective from 1 January 2020 EPRA net asset value (“EPRA NAV”) and EPRA triple net asset value (“EPRA NNNAV”) have been replaced by three new net asset valuation metrics, being EPRA Net Reinstatement Value (“EPRA NRV”), EPRA Net Tangible Assets (“EPRA NTA”) and three new net asset valuation metrics, being EPRA Net Reinstatement Value (“EPRA NRV”), EPRA Net Tangible Assets (“EPRA NTA”) and EPRA Net Disposal Value (“EPRA NDV”). EPRA NTA is considered to be the most relevant measure for the Group’s operating activity and EPRA Net Disposal Value (“EPRA NDV”). EPRA NTA is considered to be the most relevant measure for the Group’s operating activity and is the primary measure of net asset value, replacing the metric EPRA NAV previously reported. The previously reported EPRA measures of is the primary measure of net asset value, replacing the metric EPRA NAV previously reported. The previously reported EPRA measures of net assets are included in Table 2 below for comparative purposes. net assets are included in Table 2 below for comparative purposes. The following is a summary of EPRA performance measures and key Group measures included within this Annual Report. The measures The following is a summary of EPRA performance measures and key Group measures included within this Annual Report. The measures are defined in the Glossary. are defined in the Glossary. EPRA measure EPRA measure Definition of measure Definition of measure EPRA earnings EPRA earnings Recurring earnings from core operational activity Recurring earnings from core operational activity EPRA earnings per share EPRA earnings per weighted number of ordinary shares EPRA earnings per share EPRA earnings per weighted number of ordinary shares EPRA NTA (Net Tangible EPRA NTA (Net Tangible Assets) Assets) Net asset value adjusted to include properties and other investment interests at Net asset value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long- fair value and to exclude certain items not expected to crystallise in a long- term investment property business model term investment property business model EPRA NTA per share EPRA NTA per share EPRA NTA per the diluted number of ordinary shares EPRA NTA per the diluted number of ordinary shares EPRA NDV (Net Disposal EPRA NDV (Net Disposal Value) Value) EPRA NTA amended to include the fair value of financial EPRA NTA amended to include the fair value of financial instruments and debt instruments and debt EPRA NDV per share EPRA NDV per share EPRA NDV per the diluted number of ordinary shares EPRA NDV per the diluted number of ordinary shares EPRA NRV (Net EPRA NRV (Net Reinstatement Value) Reinstatement Value) EPRA NTA amended to include real estate transfer tax EPRA NTA amended to include real estate transfer tax EPRA NRV per share EPRA NRV per share EPRA NRV per the diluted number of ordinary shares EPRA NRV per the diluted number of ordinary shares EPRA net initial yield EPRA net initial yield Annualised rental income less non-recoverable costs as a percentage of Annualised rental income less non-recoverable costs as a percentage of market value plus assumed purchaser’s costs market value plus assumed purchaser’s costs EPRA topped-up EPRA topped-up initial yield initial yield EPRA vacancy EPRA vacancy Net initial yield adjusted for the expiration of rent-free periods Net initial yield adjusted for the expiration of rent-free periods ERV of un-let units expressed as a percentage of the ERV of the Covent ERV of un-let units expressed as a percentage of the ERV of the Covent Garden portfolio excluding units under development Garden portfolio excluding units under development Table Table 2020 2020 2019 2019 1 1 1 1 £17.9m £17.9m (£6.7)m (£6.7)m 2.1p 2.1p (0.8)p (0.8)p 2 £1,805.8m £2,505.8m 2 £1,805.8m £2,505.8m 2 2 212.1p 212.1p 292.9p 292.9p 2 £1,758.4m £2,501.3m 2 £1,758.4m £2,501.3m 2 2 206.5p 206.5p 292.4p 292.4p 2 £1,930.3m £2,677.4m 2 £1,930.3m £2,677.4m 2 2 3 3 3 3 4 4 226.7p 226.7p 312.9p 312.9p 3.3% 3.3% 2.3% 2.3% 3.6% 3.6% 2.8% 2.8% 3.5% 3.5% 3.2% 3.2% (30.3)% (30.3)% 1.7% 1.7% Like-for-like net rental Like-for-like net rental growth growth Net rental income for properties which has been owned throughout both years Net rental income for properties which has been owned throughout both years without significant capital expenditure in either year, so income can be without significant capital expenditure in either year, so income can be compared on a like-for-like basis. compared on a like-for-like basis. Property Property portfolio portfolio Table 3 Table 3 176 176 176 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 EPRA MEASURES CONTINUED 3) EPRA EARNINGS PER SHARE Basic loss from continuing operations (703.7) 852.0 (82.3) (62.3) 855.5 (7.3) 2020 2019 (Loss)/ earnings £m Shares1 million (Loss)/ earnings per share (pence) (Loss)/ earnings £m Shares1 million (Loss)/ earnings per share (pence) Group adjustments: Impairment of investments and other receivables2 Loss on revaluation and sale of investment and development property Change in fair value of derivative financial instruments3 Deferred tax adjustments Joint venture adjustments: Profit on sale of trading property4 Loss on revaluation and sale of investment and development property Write down of trading property 28.2 693.1 9.0 (1.4) (8.9) 0.2 1.4 11.9 43.3 5.2 (4.3) (0.9) – 0.4 EPRA adjusted earnings/(loss) on continuing operations5 17.9 852.0 2.1 (6.7) 855.5 (0.8) 1. Weighted average number of shares in issue for 2019 has been adjusted by 2.5 million (2019: 1.6 million) for the issue of bonus shares in connection with the scrip dividend scheme. 2. Impairment of other receivables of £28.2 million (2019: £11.9 million) includes impairments under IFRS 9 of the amounts receivable from joint ventures above the Group’s share of losses in the Lillie Square joint venture, and impairment in relation to the Group’s investment in the Innova joint venture. Further details are disclosed within note 6 ‘Impairment of Investments and Other Receivables’. 3. Change in fair value of derivative financial instruments excludes change in fair value of derivative liability on bifurcated exchangeable bonds. 4. Profit on sale of trading property relates to Lillie Square sales and includes £1.0 million (2019: £0.4 million) of marketing and selling fees on a Group share basis. Marketing fees include costs for units that have not yet completed. 5. EPRA earnings has been reported on a Group share basis. www.capitalandcounties.com www.capitalandcounties.com 177 177 Strategic reportGovernanceFinancial statements OTHER INF ORMATIO N (UNAUDITED) CONTINUE D OTHER INF ORMATIO N (UNAUDITED) CONTINUE D EPRA MEASURES CONTINUED EPRA MEASURES CONTINUED 2) NET ASSETS PER SHARE 2) NET ASSETS PER SHARE Group Group Net Net assets assets £m £m 2020 2020 Shares Shares million million 2019 2019 NAV NAV per share per share (pence) (pence) Net Net assets assets £m £m Shares Shares million million NAV NAV per share per share (pence) (pence) Net assets attributable to owners of the Parent Net assets attributable to owners of the Parent 1,759.7 1,759.7 851.1 851.1 206.8 206.8 2,477.5 2,477.5 854.3 854.3 290.0 290.0 Effect of dilution on exercise of contingently issuable share Effect of dilution on exercise of contingently issuable share option awards1 option awards1 Effect of dilution on vesting of contingently issuable deferred Effect of dilution on vesting of contingently issuable deferred share awards1 share awards1 Diluted NAV Diluted NAV Group adjustments: Group adjustments: Fair value of derivative financial instruments Fair value of derivative financial instruments Fair value adjustment of financial instruments – exchangeable bond Fair value adjustment of financial instruments – exchangeable bond option option Unrecognised surplus on trading property – Joint venture Unrecognised surplus on trading property – Joint venture Revaluation of other non-current assets2 Revaluation of other non-current assets2 Deferred tax adjustments Deferred tax adjustments EPRA NAV and NTA EPRA NAV and NTA Fair value of derivative financial instruments Fair value of derivative financial instruments Fair value adjustment of financial instruments – exchangeable bond Fair value adjustment of financial instruments – exchangeable bond option option Excess fair value of debt over carrying value Excess fair value of debt over carrying value Deferred tax adjustments Deferred tax adjustments EPRA NNNAV and NDV EPRA NNNAV and NDV Fair value of derivative financial instruments Fair value of derivative financial instruments Fair value adjustment of financial instruments – exchangeable bond Fair value adjustment of financial instruments – exchangeable bond option option Real Estate Transfer Tax Real Estate Transfer Tax Excess fair value of debt over carrying value Excess fair value of debt over carrying value Deferred tax adjustments Deferred tax adjustments EPRA NRV EPRA NRV – – – – 0.3 0.3 0.1 0.1 – – – – 0.7 0.7 0.5 0.5 1,759.7 1,759.7 851.5 851.5 206.7 206.7 2,477.5 2,477.5 855.5 855.5 289.6 289.6 7.2 7.2 5.5 5.5 2.2 2.2 33.4 33.4 (2.2) (2.2) 3.6 3.6 – – 15.9 15.9 9.6 9.6 (0.8) (0.8) 1,805.8 1,805.8 851.5 851.5 212.1 212.1 2,505.8 2,505.8 855.5 855.5 292.9 292.9 (7.2) (7.2) (5.5) (5.5) (36.9) (36.9) 2.2 2.2 (3.6) (3.6) – – (1.7) (1.7) 0.8 0.8 1,758.4 1,758.4 851.5 851.5 206.5 206.5 2,501.3 2,501.3 855.5 855.5 292.4 292.4 7.2 7.2 5.5 5.5 124.5 124.5 36.9 36.9 (2.2) (2.2) 3.6 3.6 – – 171.6 171.6 1.7 1.7 (0.8) (0.8) 1,930.3 1,930.3 851.5 851.5 226.7 226.7 2,677.4 2,677.4 855.5 855.5 312.9 312.9 1. Further information on these potential ordinary shares can be found in note 33 ‘Share-Based Payments’. 1. Further information on these potential ordinary shares can be found in note 33 ‘Share-Based Payments’. 2. This relates to the impairment under IFRS 9 of amounts receivable from joint ventures above the Group’s share of losses in the Lillie Square joint venture. 2. This relates to the impairment under IFRS 9 of amounts receivable from joint ventures above the Group’s share of losses in the Lillie Square joint venture. Further details are disclosed within note 6 ‘Impairment of Investments and Other Receivables’. Further details are disclosed within note 6 ‘Impairment of Investments and Other Receivables’. 178 178 178 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 EPRA MEASURES CONTINUED 3) NET INITIAL YIELD AND ‘TOPPED-UP’ NET INITIAL YIELD EPRA Net Initial Yield and ‘topped-up’ Net Initial Yield Investment property – wholly owned Investment property – share of joint ventures Trading property (including share of joint ventures) Less: developments Completed property portfolio Allowance for estimated purchasers’ costs Gross up completed property portfolio valuation (A) Annualised cash passing rental income Property outgoings Annualised net rents (B) Add: notional rent expiration of rent periods or other lease incentives Topped-up net annualised rent (C) EPRA Net Initial Yield (B/A) EPRA ‘topped-up’ Net Initial Yield (C/A) 4) EPRA VACANCY RATE EPRA vacancy rate Estimated rental value of vacant space Estimated rental value of the whole portfolio less development and refurbishment estimated rental value EPRA vacancy rate 2020 £m 2019 £m 1,827.2 2,597.1 1.6 113.6 (225.9) 1,716.5 117.7 1,834.2 64.5 (4.3) 59.9 6.7 66.6 3.27% 3.63% 2020 £m 2.7 75.6 3.5% 1.8 175.3 (242.7) 2,531.5 178.7 2,710.2 66.5 (3.7) 62.8 11.6 74.4 2.32% 2.75% 2019 £m 3.2 99.6 3.2% EPRA vacancy rate is performed only for the Covent Garden portfolio. Other investment and development properties held at Lillie Square total £1.6m Group share (2019: £1.9m Group share) and disclosure is not applicable. 5) PROPERTY RELATED CAPEX 2020 2019 Group (excluding Joint Ventures) Joint Ventures Total Group Group (excluding Joint Ventures) Joint Ventures Total Group Acquisitions Development Investment property Capitalised interest Total CapEx Conversion from accrual to cash basis Total CapEx on cash basis 1.1 – 19.1 – 20.2 3.7 23.9 – 5.6 – 1.5 7.1 – 7.1 1.1 5.6 19.1 1.5 27.3 3.7 31.0 74.9 – 19.4 – 94.3 0.1 94.4 – 30.1 – 2.0 32.1 – 32.1 74.9 30.1 19.4 2.0 126.4 0.1 126.5 The 2019 Group capital expenditure is based on the continuing operations and excludes any capital expenditure relating to Earls Court Properties disposed of in the prior year. www.capitalandcounties.com www.capitalandcounties.com 179 179 Strategic reportGovernanceFinancial statements PROP ERTY P ORTFOLIO ( U NAUDITED) PROP ERTY P ORTFOLIO ( U NAUDITED) ANALYSIS OF PROPERTY PORTFOLIO ANALYSIS OF PROPERTY PORTFOLIO 1. PROPERTY DATA AS AT 31 DECEMBER 2020 1. PROPERTY DATA AS AT 31 DECEMBER 2020 Covent Garden Covent Garden Lillie Square Lillie Square Other Other Group share of total property Group share of total property Investment and development property Investment and development property Trading property Trading property 2. ANALYSIS OF CAPITAL RETURN FOR THE YEAR 2. ANALYSIS OF CAPITAL RETURN FOR THE YEAR Like-for-like capital Like-for-like capital Covent Garden Covent Garden Other2 Other2 Total like-for-like capital Total like-for-like capital Investment and development property Investment and development property Trading property3 Trading property3 Non like-for-like capital Non like-for-like capital Acquisitions Acquisitions Disposals Disposals Group share of total property Group share of total property Investment and development property Investment and development property Trading property3 Trading property3 All property All property Covent Garden Covent Garden Other2 Other2 Group share of total property Group share of total property Ownership Ownership 100% 100% 50% 50% 100% 100% Market Market value value £m £m 1,825.1 1,825.1 115.2 115.2 2.1 2.1 1,942.4 1,942.4 1,828.8 1,828.8 113.6 113.6 Market Market value value 31 December 31 December 2020 2020 £m £m Market Market value value 31 December 31 December 2019 2019 £m £m Revaluation Revaluation loss1 loss1 31 December 31 December 2020 2020 £m £m 1,825.1 1,825.1 116.3 116.3 1,941.4 1,941.4 1,827.8 1,827.8 113.6 113.6 1.0 1.0 – – 1,942.4 1,942.4 1,828.8 1,828.8 113.6 113.6 1,825.1 1,825.1 117.3 117.3 1,942.4 1,942.4 2,507.9 2,507.9 124.8 124.8 2,632.7 2,632.7 2,511.2 2,511.2 121.5 121.5 – – 141.5 141.5 2,774.2 2,774.2 2,598.9 2,598.9 175.3 175.3 2,595.6 2,595.6 178.6 178.6 2,774.2 2,774.2 (675.1) (675.1) (11.6) (11.6) (686.7) (686.7) (675.4) (675.4) (11.3) (11.3) (0.3) (0.3) (20.4) (20.4) (707.4) (707.4) (692.4) (692.4) (15.0) (15.0) (691.7) (691.7) (15.7) (15.7) (707.4) (707.4) Decrease Decrease (27.3)% (27.3)% (9.1)% (9.1)% (26.4)% (26.4)% (27.3)% (27.3)% (9.0)% (9.0)% (27.0)% (27.0)% (27.8)% (27.8)% (11.7)% (11.7)% (27.8)% (27.8)% (11.3)% (11.3)% (27.0)% (27.0)% 1. Revaluation loss includes amortisation of lease incentives and fixed head leases. 1. Revaluation loss includes amortisation of lease incentives and fixed head leases. 2. Relates to the Group’s interest in Lillie Square and Earls Court Properties. Earls Court Properties was disposed of 29 November 2019. 2. Relates to the Group’s interest in Lillie Square and Earls Court Properties. Earls Court Properties was disposed of 29 November 2019. 3. Represents unrecognised surplus and write down or write back to market value of trading property. Presented for information purposes only. 3. Represents unrecognised surplus and write down or write back to market value of trading property. Presented for information purposes only. 180 180 180 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 ANALYSIS OF PROPERTY PORTFOLIO CONTINUED 3. ANALYSIS OF NET RENTAL INCOME FOR THE YEAR The below provides an analysis of the net rental growth of the Covent Garden portfolio and Other, including the Group’s 50 per cent investment in Lillie Square which primarily owns trading properties. Like-for-like net rental growth compares the growth of the net rental income of the portfolio that has been consistently in operation, and not under development, during the current and prior year. The portfolio valuation for Covent Garden and Other are reflected in Table 2 of the Property Portfolio analysis. All properties are located in London therefore a geographic spread is not included. Like-for-like net rental income from continuing operations Covent Garden Other Total like-for-like net rental income Like-for-like investment and development property Like-for-like trading property Non like-for-like net rental income Acquisitions Developments Disposals Group share of total net rental income (underlying) Investment and development property Trading property All property Covent Garden Other Group share of total net rental income (underlying) Lease modifications and impairment of tenant incentives Reported net rental income Covent Garden Other 4. ANALYSIS OF COVENT GARDEN BY USE 31 December 2020 Initial yield (EPRA) Nominal equivalent yield Passing rent £m Occupancy rate Weighted average unexpired lease years Retail F&B Office Residential Leisure Other Total 2020 £m 40.6 (0.5) 40.1 40.2 (0.1) 1.8 1.5 0.2 43.6 43.7 (0.1) 44.1 (0.5) 43.6 (27.8) 15.8 16.3 (0.5) Market value £m 916.8 373.5 282.2 175.5 75.8 1.3 2019 £m 57.8 (0.3) 57.5 57.6 (0.1) 0.3 3.4 – 61.2 61.3 (0.1) 61.5 (0.3) 61.2 – 61.2 61.5 (0.3) ERV £m 39.4 16.7 16.1 5.1 3.4 0.1 Decrease (29.8)% 66.7% (30.3)% (30.2)% – (28.8)% (28.7)% – (28.3)% 66.7% (28.8)% (74.2)% (73.5)% 66.7% Net area million Sq. ft. 0.4 0.2 0.2 0.2 0.1 – 1.1 3.10% 3.91% 64.1 96.5% 8.2 1,825.1 80.8 www.capitalandcounties.com www.capitalandcounties.com 181 181 Strategic reportGovernanceFinancial statements OTHER INF ORMATIO N (UNAUDITED) OTHER INF ORMATIO N (UNAUDITED) FINANCIAL COVENANTS FINANCIAL COVENANTS F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 FINANCIAL COVENANTS ON NON-RECOURSE DEBT FINANCIAL COVENANTS ON NON-RECOURSE DEBT Group share Group share Covent Garden2 Covent Garden2 Lillie Square Lillie Square Total Total Maturity Maturity 2022-2037 2022-2037 2021 2021 31 December 2020 31 December 2020 Loan(s) outstanding Loan(s) outstanding at 31 December 20201 at 31 December 20201 £m £m 690.0 690.0 5.6 5.6 695.6 695.6 LTV LTV covenant covenant Interest cover Interest cover covenant covenant 60% 60% 75% 75% 120% 120% n/a n/a 1. The loan values are the nominal values at 31 December 2020 shown on a Group share basis. The balance sheet value of the loans includes any unamortised fees. 1. The loan values are the nominal values at 31 December 2020 shown on a Group share basis. The balance sheet value of the loans includes any unamortised fees. 2. Covent Garden comprises £705 million revolving credit facility (“RCF”) maturing in December 2022, £565.0 million of which is undrawn at 31 December 2020, 2. Covent Garden comprises £705 million revolving credit facility (“RCF”) maturing in December 2022, £565.0 million of which is undrawn at 31 December 2020, and £550 million Private Placement unsecured notes maturing between 2024 and 2037. and £550 million Private Placement unsecured notes maturing between 2024 and 2037. 182 182 182 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 HISTORICAL RECORD CONTINUING AND DISCONTINUED OPERATIONS Consolidated income statement Net rental income1 Profit on sale of trading property Other income Loss on revaluation and sale of investment and development property Profit/(loss) on disposal and IFRS 5 impairment of discontinued operation Revaluation of equity investment Non-recurring (costs)/income Administration expenses2 Operating (loss)/profit Net finance costs (Loss)/profit before tax Taxation Loss for the year Consolidated balance sheet 2020 £m 15.8 8.9 (0.5) 2019 £m 63.3 0.9 1.0 2018 £m 63.5 6.7 1.8 2017 £m 73.4 14.5 2.3 2016 £m 81.5 4.4 2.7 (693.3) (139.8) (78.8) (28.0) (124.8) 1.0 50.9 (1.4) (31.5) (650.1) (29.7) (679.8) 1.0 (678.8) (94.2) – (15.4) (46.6) (230.8) (25.5) (256.3) 0.1 (256.2) 29.5 – (4.3) (41.6) (23.2) (17.1) (40.3) (4.3) (44.6) – – 1.5 (41.4) 22.3 (16.0) 6.3 (6.7) (0.4) – – (5.0) (50.5) (91.7) (37.8) (129.5) 10.9 (118.6) Investment and development property 1,797.4 2,547.3 3,066.7 3,318.1 3,443.0 Other non-current assets Cash and cash equivalents Other current assets Total assets 599.7 375.8 182.2 165.1 170.6 302.3 157.2 49.9 181.8 155.1 52.3 158.7 120.0 64.8 231.1 2,955.1 3,185.3 3,455.6 3,684.2 3,858.9 Non-current borrowings, including lease liabilities (1,084.5) (610.8) (621.9) (785.3) (881.1) Other non-current liabilities Current borrowings, including lease liabilities Other current liabilities Total liabilities (22.5) (1.6) (53.3) (1,161.9) (3.6) (1.6) (82.2) (698.2) – (0.7) (84.5) (5.8) (0.7) (92.6) (17.5) (31.1) (124.2) (707.1) (884.4) (1,053.9) Net assets 1,793.1 2,487.1 2,748.5 2,799.8 2,805.0 Prepared on a Group share basis. Per share information Basic (loss)/earnings per share Underlying earnings per share Basic net assets per share EPRA NTA Dividend per share Pence (79.6) (0.7) 210.4 212.1 – Pence (29.7) 1.0 290.0 292.9 1.5 Pence (6.7) 0.9 321.6 325.7 1.5 Pence (0.1) 1.3 329.7 333.8 1.5 Pence (14.0) 1.4 331.5 339.6 1.5 1. Underlying net rental income for continuing operations as at 31 December 2020 is £43.6 million (2019: £61.2 million). 2. Included in administration expenses for continuing operations as at 31 December 2020 is £6.5 million (2019: £9.7 million) of non-recurring transaction related costs which are excluded from the calculation of underlying earnings. www.capitalandcounties.com www.capitalandcounties.com 183 183 Strategic reportGovernanceFinancial statements BOAR D AN D A DV IS E RS BOAR D AN D A DV IS E RS CHAIRMAN CHAIRMAN Henry Staunton Henry Staunton INDEPENDENT AUDITORS INDEPENDENT AUDITORS PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP EXECUTIVE DIRECTORS EXECUTIVE DIRECTORS SOLICITORS SOLICITORS Ian Hawksworth, Chief Executive Ian Hawksworth, Chief Executive Situl Jobanputra, Chief Financial Officer Situl Jobanputra, Chief Financial Officer Michelle McGrath, Executive Director Michelle McGrath, Executive Director Herbert Smith Freehills LLP Herbert Smith Freehills LLP Linklaters LLP Linklaters LLP Webber Wentzel (South Africa) Webber Wentzel (South Africa) NON-EXECUTIVE DIRECTORS NON-EXECUTIVE DIRECTORS FINANCIAL ADVISER FINANCIAL ADVISER Rothschild & Co. Rothschild & Co. CORPORATE BROKERS CORPORATE BROKERS Jefferies International Limited Jefferies International Limited UBS AG London Branch UBS AG London Branch SA SPONSOR SA SPONSOR UBS South Africa (Pty) Ltd UBS South Africa (Pty) Ltd Charlotte Boyle Charlotte Boyle Jonathan Lane OBE Jonathan Lane OBE Anthony Steains Anthony Steains COMPANY SECRETARY COMPANY SECRETARY Ruth Pavey Ruth Pavey REGISTERED OFFICE REGISTERED OFFICE Regal House Regal House 14 James Street 14 James Street London London WC2E 8BU WC2E 8BU Telephone: 020 3214 9150 Telephone: 020 3214 9150 Fax: 020 3214 9151 Fax: 020 3214 9151 REGISTERED NUMBER REGISTERED NUMBER 7145051 7145051 WEBSITES WEBSITES www.capitalandcounties.com www.capitalandcounties.com www.coventgarden.london www.coventgarden.london 184 184 184 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 ALTERNATIVE PERFORMANCE ALTERNATIVE PERFORMANCE MEASURE (APM) MEASURE (APM) A financial measure of historical or future A financial measure of historical or future financial performance, position or cash financial performance, position or cash flows of the Group which is not a measure flows of the Group which is not a measure defined or specified in IFRS. defined or specified in IFRS. BPS BPS Basis point is a unit equal to one Basis point is a unit equal to one hundredth of a percentage point. hundredth of a percentage point. CAPCO CAPCO Capco represents Capital & Counties Capco represents Capital & Counties Properties PLC (also referred to as “the Properties PLC (also referred to as “the Company” or “the Parent”) and all its Company” or “the Parent”) and all its subsidiaries and group undertakings, subsidiaries and group undertakings, collectively referred to as “the Group”. collectively referred to as “the Group”. CASH AND UNDRAWN FACILITIES CASH AND UNDRAWN FACILITIES Cash and cash equivalents plus undrawn Cash and cash equivalents plus undrawn committed facilities. committed facilities. CDP CDP Carbon Disclosure Project Worldwide, a Carbon Disclosure Project Worldwide, a sustainability index. Capco participates sustainability index. Capco participates in the CDP Climate Change Programme. in the CDP Climate Change Programme. CLSA CLSA Conditional Land Sale Agreement, an Conditional Land Sale Agreement, an agreement with the London Borough agreement with the London Borough of Hammersmith and Fulham relating of Hammersmith and Fulham relating to its land in the Earls Court and West to its land in the Earls Court and West Kensington Opportunity Area. The CLSA Kensington Opportunity Area. The CLSA was disposed of as part of the Earls Court was disposed of as part of the Earls Court Properties disposal on 29 November 2019. Properties disposal on 29 November 2019. DILUTED FIGURES DILUTED FIGURES Reported amounts adjusted to Reported amounts adjusted to include the dilutive effects of potential include the dilutive effects of potential shares issuable under employee shares issuable under employee incentive arrangements. incentive arrangements. EARLS COURT PROPERTIES EARLS COURT PROPERTIES The Group’s interests in the Earls Court The Group’s interests in the Earls Court area, comprising properties held in ECPL area, comprising properties held in ECPL (up until disposal on 29 November 2019), (up until disposal on 29 November 2019), Lillie Square (a 50:50 joint venture Lillie Square (a 50:50 joint venture partnership with the Kwok Family partnership with the Kwok Family Interests), the Empress State Building Interests), the Empress State Building (up until disposal on 26 March 2018) and (up until disposal on 26 March 2018) and a number of smaller properties in the a number of smaller properties in the Earls Court area (a number of which Earls Court area (a number of which were disposed on 29 November 2019). were disposed on 29 November 2019). ECPL ECPL Earls Court Partnership Limited is the Earls Court Partnership Limited is the investment vehicle with TfL. The Group investment vehicle with TfL. The Group held 63 per cent controlling interest held 63 per cent controlling interest (up to disposal on 29 November 2019) (up to disposal on 29 November 2019) and TfL holds 37 per cent. ECPL holds and TfL holds 37 per cent. ECPL holds interests in EC1 & EC2 and other adjacent interests in EC1 & EC2 and other adjacent property primarily located on and around property primarily located on and around Lillie Road. Lillie Road. EPRA EPRA European Public Real Estate European Public Real Estate Association, the publisher of Best Association, the publisher of Best Practice Recommendations intended Practice Recommendations intended to make financial statements of public to make financial statements of public real estate companies in Europe clearer, real estate companies in Europe clearer, more transparent and comparable. more transparent and comparable. www.capitalandcounties.com www.capitalandcounties.com www.capitalandcounties.com GL O SSA RY GL O SSA RY EPRA EARNINGS EPRA EARNINGS Profit or loss for the year excluding gains Profit or loss for the year excluding gains or losses on the revaluation and sale of or losses on the revaluation and sale of investment and development property, investment and development property, profit on sale of subsidiaries, impairment profit on sale of subsidiaries, impairment of other receivables, write down of of other receivables, write down of trading property, changes in fair value trading property, changes in fair value of derivative financial instruments and of derivative financial instruments and associated close-out costs and the related associated close-out costs and the related tax on these items. tax on these items. EPRA EARNINGS PER SHARE EPRA EARNINGS PER SHARE EPRA earnings divided by the weighted EPRA earnings divided by the weighted average number of shares in issue during average number of shares in issue during the year. the year. EPRA NET DISPOSAL VALUE (NDV) EPRA NET DISPOSAL VALUE (NDV) The net assets as at the end of the year The net assets as at the end of the year including the excess of the fair value of including the excess of the fair value of trading property over its cost, revaluation trading property over its cost, revaluation of other non-current investments and the of other non-current investments and the fair value of fixed interest rate debt over fair value of fixed interest rate debt over their carrying value. their carrying value. EPRA NET DISPOSAL EPRA NET DISPOSAL VALUE PER SHARE VALUE PER SHARE EPRA net disposal value divided by the EPRA net disposal value divided by the diluted number of ordinary shares. diluted number of ordinary shares. EPRA NET INITIAL YIELD EPRA NET INITIAL YIELD Annualised net rent (after deduction of Annualised net rent (after deduction of revenue costs such as head rent, running revenue costs such as head rent, running void, service charge after shortfalls void, service charge after shortfalls and empty rates) on investment and and empty rates) on investment and development property expressed as a development property expressed as a percentage of the gross market value percentage of the gross market value before deduction of theoretical before deduction of theoretical acquisition costs. acquisition costs. EPRA NET TANGIBLE ASSETS (NTA) EPRA NET TANGIBLE ASSETS (NTA) The net assets as at the end of the year The net assets as at the end of the year including the excess of the fair value including the excess of the fair value of trading property over its cost and of trading property over its cost and revaluation of other non-current revaluation of other non-current investments, excluding the fair value investments, excluding the fair value of financial instruments and deferred of financial instruments and deferred tax on revaluations. tax on revaluations. EPRA NET TANGIBLE ASSETS EPRA NET TANGIBLE ASSETS PER SHARE PER SHARE EPRA net tangible assets divided by EPRA net tangible assets divided by the diluted number of ordinary shares. the diluted number of ordinary shares. EPRA NET REINSTATEMENT EPRA NET REINSTATEMENT VALUE (NRV) VALUE (NRV) The net assets as at the end of the year The net assets as at the end of the year including the excess of the fair value including the excess of the fair value of trading property over its cost and of trading property over its cost and excluding the fair value of financial excluding the fair value of financial instruments, deferred tax on revaluations instruments, deferred tax on revaluations plus a gross up adjustment for related plus a gross up adjustment for related costs such as Real Estate Transfer Tax. costs such as Real Estate Transfer Tax. EPRA NET REINSTATEMENT EPRA NET REINSTATEMENT VALUE PER SHARE VALUE PER SHARE EPRA net reinstatement value divided by EPRA net reinstatement value divided by the diluted number of ordinary shares. the diluted number of ordinary shares. EPRA SBPR EPRA SBPR European Public Real Estate Association European Public Real Estate Association Sustainability Best Practice Sustainability Best Practice Recommendations for Reporting, a Recommendations for Reporting, a guidance framework for reporting guidance framework for reporting environmental performance. Capco environmental performance. Capco publishes details of its environmental publishes details of its environmental performance in line with the EPRA sBPR. performance in line with the EPRA sBPR. EPRA TOPPED-UP INITIAL YIELD EPRA TOPPED-UP INITIAL YIELD Net initial yield adjusted for the Net initial yield adjusted for the expiration of rent-free periods. expiration of rent-free periods. EPRA VACANCY EPRA VACANCY The ERV of un-let units expressed as a The ERV of un-let units expressed as a percentage of the ERV of let and under percentage of the ERV of let and under offer units plus ERV of un-let units, offer units plus ERV of un-let units, excluding units under development. excluding units under development. ESC ESC Environment, Sustainability and Environment, Sustainability and Community Community ESTIMATED RENTAL VALUE (ERV) ESTIMATED RENTAL VALUE (ERV) The external valuers’ estimate of the The external valuers’ estimate of the open market rent which, on the date of open market rent which, on the date of valuation, could reasonably be expected valuation, could reasonably be expected to be obtained on a new letting or rent to be obtained on a new letting or rent review of the property. review of the property. FTSE4GOOD FTSE4GOOD FTSE4GOOD Index Series, hosted by FTSE4GOOD Index Series, hosted by FTSE Russell, a sustainability index to FTSE Russell, a sustainability index to which Capco participates. which Capco participates. F&B F&B Food and Beverage Food and Beverage FRC FRC Financial Reporting Council. Financial Reporting Council. GCP GCP The Great Capital Partnership is a The Great Capital Partnership is a 50 per cent joint venture between 50 per cent joint venture between Capital & Counties Limited and Capital & Counties Limited and Great Portland Estates PLC. Great Portland Estates PLC. GEA GEA Gross external area. Gross external area. GRESB GRESB The Global Real Estate Sustainability The Global Real Estate Sustainability Benchmark, a sustainability index. Capco Benchmark, a sustainability index. Capco participates in the GRESB Real Estate participates in the GRESB Real Estate Assessment. Assessment. 185 185 185 Strategic reportGovernanceFinancial statements GLOS SA RY CONTINUED GLOS SA RY CONTINUED GREENHOUSE GAS (GHG) GREENHOUSE GAS (GHG) EMISSIONS METHODOLOGY EMISSIONS METHODOLOGY Group’s JSE listing. This measure is not a Group’s JSE listing. This measure is not a requirement of IFRS. requirement of IFRS. NIA NIA Net Internal Area. Net Internal Area. Capco continues to monitor and report Capco continues to monitor and report all greenhouse gas emission sources all greenhouse gas emission sources required under the Companies Act 2006 required under the Companies Act 2006 (Strategic Report and Directors’ Reports) (Strategic Report and Directors’ Reports) Regulations 2013 and the extension Regulations 2013 and the extension of these regulations to include the of these regulations to include the Streamlined Energy and Carbon Streamlined Energy and Carbon Emissions Reporting (“SECR”). The GHG Emissions Reporting (“SECR”). The GHG emissions data is prepared by following emissions data is prepared by following the ‘Greenhouse Gas (“GHG”) Protocol: the ‘Greenhouse Gas (“GHG”) Protocol: A Corporate Accounting and Reporting A Corporate Accounting and Reporting Standard’ published by the World Standard’ published by the World Resources Institute (“WRI”) and Resources Institute (“WRI”) and the operational consolidation method is the operational consolidation method is adopted, as this reflects where Capco has adopted, as this reflects where Capco has the ability to influence GHG emissions. the ability to influence GHG emissions. Scope 1 emissions for 2019 and 2020 Scope 1 emissions for 2019 and 2020 comprise direct emissions, including comprise direct emissions, including fuel combustion in owned or controlled fuel combustion in owned or controlled boilers, backup generators and vehicles. boilers, backup generators and vehicles. Scope 2 emissions for 2019 and 2020 Scope 2 emissions for 2019 and 2020 comprise indirect emissions released comprise indirect emissions released from purchased electricity. Capco were from purchased electricity. Capco were responsible for all Scope 1 and Scope 2 responsible for all Scope 1 and Scope 2 emissions stated. For Scope 2 emissions, emissions stated. For Scope 2 emissions, those arising from generated electricity those arising from generated electricity usage are reported in two ways. Firstly, usage are reported in two ways. Firstly, Capco calculates the ‘location-based’ Capco calculates the ‘location-based’ emissions which reflect emissions emissions which reflect emissions according to the energy mix of the according to the energy mix of the National Grid. Secondly, Capco National Grid. Secondly, Capco reports ‘market-based’ emissions which reports ‘market-based’ emissions which reflect the energy mix provided by our reflect the energy mix provided by our energy suppliers. This helps Capco to energy suppliers. This helps Capco to demonstrate the reduction in emissions demonstrate the reduction in emissions as a result of purchasing energy from as a result of purchasing energy from suppliers who generate renewable energy. suppliers who generate renewable energy. Capco has engaged Carbon Footprint Capco has engaged Carbon Footprint Limited to provide independent Limited to provide independent verification of the 2020 greenhouse gas verification of the 2020 greenhouse gas emissions assertion, in accordance with emissions assertion, in accordance with the industry recognised standard ISO the industry recognised standard ISO 14064-3. The 2019 GHG emissions and 14064-3. The 2019 GHG emissions and energy data has been restated in this energy data has been restated in this year’s report to reflect the disposal year’s report to reflect the disposal of the assets affiliated with the Earls of the assets affiliated with the Earls Court business. Court business. GRESB GRESB Global Real Estate Sustainability Global Real Estate Sustainability Benchmark. Benchmark. GROSS INCOME GROSS INCOME The Group’s share of passing rent plus The Group’s share of passing rent plus sundry non-leased income. sundry non-leased income. FTSE 350 REAL ESTATE INDEX FTSE 350 REAL ESTATE INDEX London Stock Exchange index derived London Stock Exchange index derived from real estate companies in the FTSE from real estate companies in the FTSE 100 and FTSE 250 indices. 100 and FTSE 250 indices. HEADLINE EARNINGS HEADLINE EARNINGS Headline earnings per share is calculated in Headline earnings per share is calculated in accordance with Circular 1/2019 issued by the accordance with Circular 1/2019 issued by the South African Institute of Chartered South African Institute of Chartered Accountants (“SAICA”), a requirement of the Accountants (“SAICA”), a requirement of the HMRC HMRC Her Majesty’s Revenue and Customs. Her Majesty’s Revenue and Customs. IFRS IFRS International Financial Reporting International Financial Reporting Standards. Standards. INNOVA INNOVA Innova Investment Limited Partnership Innova Investment Limited Partnership is a 50 per cent joint venture between is a 50 per cent joint venture between the Group and Network Rail the Group and Network Rail Infrastructure Limited. Infrastructure Limited. JSE JSE Johannesburg Stock Exchange. Johannesburg Stock Exchange. KWOK FAMILY INTERESTS (KFI) KWOK FAMILY INTERESTS (KFI) Joint venture partner in the Joint venture partner in the Lillie Square development. Lillie Square development. LBHF LBHF The London Borough of The London Borough of Hammersmith & Fulham. Hammersmith & Fulham. LIKE-FOR-LIKE PROPERTY LIKE-FOR-LIKE PROPERTY Property which has been owned Property which has been owned throughout both years without throughout both years without significant capital expenditure in significant capital expenditure in either year, so income can be compared either year, so income can be compared on a like-for-like basis. For the purposes on a like-for-like basis. For the purposes of comparison of capital values, this will of comparison of capital values, this will also include assets owned at the previous also include assets owned at the previous balance sheet date but not necessarily balance sheet date but not necessarily throughout the prior year. throughout the prior year. LOAN TO VALUE (LTV) LOAN TO VALUE (LTV) LTV is calculated on the basis of the LTV is calculated on the basis of the Group’s net debt divided by the carrying Group’s net debt divided by the carrying value of the Group’s property portfolio. value of the Group’s property portfolio. LSJV LSJV The Lillie Square joint venture is a 50 per The Lillie Square joint venture is a 50 per cent joint venture between the Group and cent joint venture between the Group and Kwok Family Interests. Kwok Family Interests. MSCI MSCI Producer of an independent benchmark Producer of an independent benchmark of property returns. Previously known as of property returns. Previously known as Investment Property Databank (IPD). Investment Property Databank (IPD). NAV NAV Net Asset Value. Net Asset Value. NET DEBT NET DEBT Total borrowings less cash and Total borrowings less cash and cash equivalents. cash equivalents. NET DEBT TO GROSS ASSETS NET DEBT TO GROSS ASSETS Calculated on the basis of the Group’s net Calculated on the basis of the Group’s net debt divided by the Group’s gross assets debt divided by the Group’s gross assets less cash. less cash. NET ZERO CARBON NET ZERO CARBON Net Zero Carbon is when the total Net Zero Carbon is when the total greenhouse gases produced by the greenhouse gases produced by the company are equal or less than the company are equal or less than the emissions that the company removes emissions that the company removes from the environment. from the environment. NET RENTAL INCOME (NRI) NET RENTAL INCOME (NRI) Gross rental income less ground rents, Gross rental income less ground rents, payable service charge expenses and other payable service charge expenses and other non-recoverable charges, having taken non-recoverable charges, having taken due account of bad debt provisions and due account of bad debt provisions and adjustments to comply with International adjustments to comply with International Financial Reporting Standards regarding Financial Reporting Standards regarding tenant lease incentives. tenant lease incentives. NOMINAL EQUIVALENT YIELD NOMINAL EQUIVALENT YIELD Effective annual yield to a purchaser on Effective annual yield to a purchaser on the gross market value, assuming rent is the gross market value, assuming rent is receivable annually in arrears, and that receivable annually in arrears, and that the property becomes fully occupied and the property becomes fully occupied and that all rents revert to the current market that all rents revert to the current market level (ERV) at the next review date or level (ERV) at the next review date or lease expiry. lease expiry. OCCUPANCY RATE OCCUPANCY RATE The ERV of let and under offer units The ERV of let and under offer units expressed as a percentage of the ERV expressed as a percentage of the ERV of let and under offer units plus ERV of let and under offer units plus ERV of un-let units, excluding units under of un-let units, excluding units under development. This is equivalent to development. This is equivalent to 100 per cent less the EPRA vacancy rate. 100 per cent less the EPRA vacancy rate. PASSING RENT PASSING RENT Contracted annual rents receivable at Contracted annual rents receivable at the balance sheet date. This takes no the balance sheet date. This takes no account of accounting adjustments made account of accounting adjustments made in respect of rent-free periods or tenant in respect of rent-free periods or tenant lease incentives, the reclassification of lease incentives, the reclassification of certain lease payments as finance charges certain lease payments as finance charges or any irrecoverable costs and expenses, or any irrecoverable costs and expenses, and does not include excess turnover and does not include excess turnover rent, additional rent in respect of rent, additional rent in respect of unsettled rent reviews or sundry income. unsettled rent reviews or sundry income. Contracted annual rents in respect of Contracted annual rents in respect of tenants in administration are excluded. tenants in administration are excluded. P.A. P.A. Per annum. Per annum. PROPERTY INCOME DISTRIBUTIONS PROPERTY INCOME DISTRIBUTIONS (PID) (PID) Distribution under the REIT regime Distribution under the REIT regime that constitutes at least 90% of the that constitutes at least 90% of the Group’s taxable income profits arising Group’s taxable income profits arising from its qualifying property rental from its qualifying property rental business, by way of dividend. PIDs can business, by way of dividend. PIDs can be subject to withholding tax at 20%. be subject to withholding tax at 20%. If the Group distributes profits from If the Group distributes profits from their non-qualifying business, the their non-qualifying business, the distribution will be taxed as an ordinary distribution will be taxed as an ordinary dividend in the hands of the investors. dividend in the hands of the investors. 186 186 186 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 TOTAL RETURN (TR) The growth in EPRA NAV per share plus dividends per share paid during the year. TOTAL SHAREHOLDER RETURN (TSR) The increase in the price of an ordinary share plus dividends paid during the year assuming re-investment in ordinary shares. UNDERLYING EARNINGS Profit for the year excluding impairment charges, net valuation gains/losses (including profits/losses on disposals), fair value changes, net refinancing charges, costs of termination of derivative financial instruments and non-recurring costs and income. Given the scale of the rental support provided to tenants in 2020, non- cash lease modification expenses and impairment of tenant lease incentives have been excluded from underlying earnings due to being highly material and at levels not experienced in the past nor expected to be incurred once tenant support measures required as a result of COVID-19 conclude. Underlying earnings is reported on a Group share basis. UNDERLYING EARNINGS PER SHARE (EPS) Underlying earnings divided by the weighted average number of shares in issue during the year. UNDERLYING NET RENTAL INCOME Net rental income excluding lease modification expenses and impairment of tenant lease incentives. Given the scale of the rental support provided to tenants in 2020, these balances have been excluded from underlying net rental income due to being highly material and at levels not experienced in the past nor expected to be incurred once tenant support measures required as a result of COVID-19 conclude. WEIGHTED AVERAGE UNEXPIRED LEASE TERM The unexpired lease term to lease expiry weighted by ERV for each lease. WCC Westminster City Council. ZONE A A means of analysing and comparing the rental value of retail space by dividing it in to zones parallel with the main frontage. The most valuable zone, Zone A, falls within a 6m depth of the shop frontage. Each successive zone is valued at half the rate of the zone in front of it. The blend is referred to as being ‘ITZA’ (“In Terms of Zone A”). REAL ESTATE INVESTMENT TRUST (REIT) On 9 December 2019, Capital & Counties Properties PLC elected to convert to REIT status. A REIT is exempt from corporation tax on income and gains of its property rental business (qualifying activities) provided a number of conditions are met. It remains subject to corporation tax on non-exempt income and gains (non-qualifying activities) which would include any trading activity, interest income and development/management fee income. RICS Royal Institution of Chartered Surveyors. RIDDOR Reporting of Injuries, Diseases and Dangerous Occurrences Regulations. SAICA South African Institute of Chartered Accountants. S&P GLOBAL SAM DJSI The Dow Jones Corporate Sustainability Assessment, a sustainability index of Standard & Poor Dow Jones, to which Capco submits information. SECTION 106 Section 106 of the Town and Country Planning Act 1990, pursuant to which the relevant planning authority can impose planning obligations on a developer to secure contributions to services, infrastructure and amenities in order to support and facilitate a proposed development. SHAFTESBURY Shaftesbury PLC SMES Small and medium-sized enterprises. TENANT LEASE INCENTIVES Any incentives offered to tenants to enter into a lease. Typically incentives are in the form of an initial rent-free period and/or a cash contribution to fit-out the premises. Under International Financial Reporting Standards the value of incentives granted to tenants is amortised through the income statement on a straight-line basis over the lease term. TFL Transport for London and any subsidiary of Transport for London including Transport Trading Limited and London Underground Limited. TOTAL PROPERTY RETURN (TPR) Capital growth including gains and losses on disposals plus rent received less associated costs, including ground rent. www.capitalandcounties.com www.capitalandcounties.com 187 187 Strategic reportGovernanceFinancial statements SHAREHOLD E R IN FO RMA TIO N SHAREHOLD E R IN FO RMA TIO N WEB-BASED ENQUIRY SERVICE WEB-BASED ENQUIRY SERVICE FOR SHAREHOLDERS FOR SHAREHOLDERS Shareholders registered in the UK Shareholders registered in the UK can register at www.signalshares.com can register at www.signalshares.com to access a range of online services to access a range of online services including: including: ◦ Online proxy voting ◦ Online proxy voting ◦ Electing to receive shareholder ◦ Electing to receive shareholder communications electronically communications electronically ◦ Viewing your holding balance, ◦ Viewing your holding balance, indicative share price and valuation indicative share price and valuation ◦ Viewing transactions on your holding ◦ Viewing transactions on your holding including any dividend payments you including any dividend payments you have received have received ◦ Updating your address details ◦ Updating your address details or registering a mandate to have or registering a mandate to have your dividends paid directly your dividends paid directly to your bank account to your bank account ◦ Accessing a wide range of ◦ Accessing a wide range of shareholder information, shareholder information, including downloadable forms including downloadable forms To register to use this service, you will To register to use this service, you will need your investor code (“IVC”), which need your investor code (“IVC”), which can be found on your share certificate(s). can be found on your share certificate(s). SHARE DEALING SERVICES SHARE DEALING SERVICES Many banks, building societies and Many banks, building societies and investment managers offer share dealing investment managers offer share dealing services. Additionally, UK shareholders services. Additionally, UK shareholders may trade their shares using the online may trade their shares using the online and telephone dealing service that Link and telephone dealing service that Link Group provide. To use this service, Group provide. To use this service, shareholders should contact Link: within shareholders should contact Link: within the UK 0371 664 0445 (calls are charged at the UK 0371 664 0445 (calls are charged at the standard geographic rate and will vary the standard geographic rate and will vary by provider; lines are open 8.00 am-4.30 by provider; lines are open 8.00 am-4.30 pm Monday to Friday, excluding public pm Monday to Friday, excluding public holidays in England and Wales); or from holidays in England and Wales); or from outside the UK: +44(0) 371 664 0445 (calls outside the UK: +44(0) 371 664 0445 (calls outside the UK are charged at outside the UK are charged at the applicable international rate) or you the applicable international rate) or you can log on to www.linksharedeal.com. can log on to www.linksharedeal.com. This service is only available to private This service is only available to private individuals resident in the UK, the individuals resident in the UK, the EEA, Channel Islands and the Isle of Man EEA, Channel Islands and the Isle of Man who hold shares in a company for which who hold shares in a company for which Link Market Services provides share Link Market Services provides share registration services, or a nominee registration services, or a nominee programme administered by Link programme administered by Link Market Services Trustees Limited. Market Services Trustees Limited. ELECTRONIC COMMUNICATION ELECTRONIC COMMUNICATION Capco has adopted electronic Capco has adopted electronic communications. This means that communications. This means that shareholders will receive documents shareholders will receive documents from the Company electronically unless from the Company electronically unless they elect to receive hard copies. they elect to receive hard copies. The Group’s annual results and The Group’s annual results and interim results will be published interim results will be published on the Company’s website on the Company’s website www.capitalandcounties.com. If you are www.capitalandcounties.com. If you are a shareholder who receives hard copies a shareholder who receives hard copies of documents and you wish to elect to of documents and you wish to elect to receive electronic communications, receive electronic communications, please contact the appropriate Registrar. please contact the appropriate Registrar. Shareholders may revoke an election to Shareholders may revoke an election to receive electronic communications at receive electronic communications at any time. any time. SHAREGIFT SHAREGIFT ShareGift is a charity share donation ShareGift is a charity share donation scheme for shareholders who may scheme for shareholders who may wish to dispose of a small quantity of wish to dispose of a small quantity of shares where the market value makes shares where the market value makes it uneconomical to sell on a commission it uneconomical to sell on a commission basis. Further information can be found basis. Further information can be found on its website www.sharegift.org, on its website www.sharegift.org, by telephoning 020 7930 3737 or by by telephoning 020 7930 3737 or by emailing help@sharegift.org. emailing help@sharegift.org. STRATE CHARITY SHARES (SCS) STRATE CHARITY SHARES (SCS) SCS is an independent non-profit SCS is an independent non-profit and registered charity share donation and registered charity share donation scheme for shareholders who may wish scheme for shareholders who may wish to dispose of small holdings of shares to dispose of small holdings of shares that are too costly to sell via a stock that are too costly to sell via a stock broker on a commission basis. broker on a commission basis. Further information can be found Further information can be found at www.strate.co.za, by emailing at www.strate.co.za, by emailing charityshares@computershare.co.za charityshares@computershare.co.za or by calling 0800 202 363 or +27 (0) or by calling 0800 202 363 or +27 (0) 11 870 8207 if you are phoning from 11 870 8207 if you are phoning from outside South Africa. outside South Africa. INVESTMENT SCAMS INVESTMENT SCAMS Shareholders are advised to be wary of Shareholders are advised to be wary of any unsolicited calls, mail or emails that any unsolicited calls, mail or emails that offer free advice, the opportunity to buy offer free advice, the opportunity to buy shares at a discount or to provide free shares at a discount or to provide free company or research reports. Such company or research reports. Such approaches are often investment scams. approaches are often investment scams. Information on how to protect yourself Information on how to protect yourself from investment scams can be found from investment scams can be found at www.fca.org.uk/scamsmart or by at www.fca.org.uk/scamsmart or by calling the FCA’s consumer helpline calling the FCA’s consumer helpline on 0800 111 6768. on 0800 111 6768. REGISTRARS REGISTRARS All enquiries concerning shares or All enquiries concerning shares or shareholdings, including notification shareholdings, including notification of change of address, queries regarding of change of address, queries regarding loss of a share certificate and dividend loss of a share certificate and dividend payments should be addressed to: payments should be addressed to: FOR SHAREHOLDERS FOR SHAREHOLDERS REGISTERED IN THE UK: REGISTERED IN THE UK: Link Group Link Group 10th Floor, Central Square, 10th Floor, Central Square, 29 Wellington Street, Leeds, 29 Wellington Street, Leeds, LS1 4DL LS1 4DL Telephone: 0371 664 0300. Telephone: 0371 664 0300. Calls are charged at the standard Calls are charged at the standard geographic rate and will vary by provider. geographic rate and will vary by provider. Calls outside the United Kingdom will Calls outside the United Kingdom will be charged at the applicable international be charged at the applicable international rate. Lines are open between 09:00 am- rate. Lines are open between 09:00 am- 17:30 pm, Monday to Friday excluding 17:30 pm, Monday to Friday excluding public holidays in England and Wales public holidays in England and Wales Email: enquiries@linkgroup.co.uk Email: enquiries@linkgroup.co.uk www.linkassetservices.com www.linkassetservices.com FOR SHAREHOLDERS REGISTERED IN FOR SHAREHOLDERS REGISTERED IN SOUTH AFRICA: SOUTH AFRICA: Computershare Investor Services Computershare Investor Services Proprietary Limited Proprietary Limited Rosebank Towers, 15 Biermann Avenue, Rosebank Towers, 15 Biermann Avenue, Rosebank, South Africa Rosebank, South Africa Postal address: Private Bag X9000, Postal address: Private Bag X9000, Saxonwold, 2132, South Africa Saxonwold, 2132, South Africa Telephone: +27 (0) 11 370 5000 or Telephone: +27 (0) 11 370 5000 or 086 1100 933 (lines are open 086 1100 933 (lines are open 8.00 am-4.30 pm Monday-Friday) 8.00 am-4.30 pm Monday-Friday) Email: Email: web.queries@computershare.co.za web.queries@computershare.co.za www.computershare.com www.computershare.com PAYMENT OF DIVIDENDS PAYMENT OF DIVIDENDS If you are a shareholder and wish to have If you are a shareholder and wish to have your dividends paid directly into a bank your dividends paid directly into a bank or building society, please complete a or building society, please complete a mandate form which is available from mandate form which is available from the appropriate registrar. the appropriate registrar. SHARE PRICE INFORMATION SHARE PRICE INFORMATION The latest information on the Capital & The latest information on the Capital & Counties Properties PLC share price is Counties Properties PLC share price is available on the Company’s website available on the Company’s website www.capitalandcounties.com. www.capitalandcounties.com. The shares are traded on the LSE with The shares are traded on the LSE with LSE code CAPC, SEDOL B62G9D3, LSE code CAPC, SEDOL B62G9D3, ISIN GB00B62G9D36. The shares are ISIN GB00B62G9D36. The shares are traded on the JSE under the abbreviated traded on the JSE under the abbreviated name CAPCO and JSE code CCO. name CAPCO and JSE code CCO. 188 188 188 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 Capco Annual Report & Accounts 2020 This Report includes statements that are forward-looking in nature. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Capital & Counties Properties PLC to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any information contained in this Report on the price at which shares or other securities in Capital & Counties Properties PLC have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance. Printed by Park Communications on FSC® certified paper. Park works to the EMAS standard and its Environmental Management System is certified to ISO 14001. This publication has been manufactured using 100% offshore wind electricity sourced from UK wind. 100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on average 99% of any waste associated with this production will be recycled and the remaining 1% used to generate energy. This document is printed on Heaven 42 paper made of material from well-managed, FSC®-certified forests and other controlled sources. The pulp used in this product is bleached using an elemental chlorine free (ECF) process. Design and production by Black Sun Plc www.blacksunplc.com Capital & Counties Properties PLC Regal House, 14 James Street, London, WC2E 8BU Telephone +44 (0)20 3214 9150 feedback@capitalandcounties.com www.capitalandcounties.com