The return
to the office
CLS Holdings plc
Annual Report and Accounts 2023
Inside this report
Investment case
Key investment tenets
Experienced in-house capabilities
In-house asset, property and facilities management
teams result in better cost control, closer asset knowledge
and synergies across the property portfolio.
Key investment tenets
Diversified approach
This approach is across countries (we invest in major cities
in Europe’s three largest economies), tenants (over 700 tenants
spread across most sectors), and financing (loans with
24 different lenders).
1 A clear strategy
2 Active management
3 Strong 30 year track record
4 A focus on sustainability
Key investment tenets
Disciplined approach to investment
Acquisitions are assessed against strict return and strategic
fit criteria but are pursued on an opportunistic and property
by property basis with no set capital allocation across countries.
Low yielding assets with limited potential are sold. Our TSR
has outperformed the FTSE 350 index over a 30 year period.
Key investment tenets
Responsible profit
Across our business model, in everything we do, we seek
to generate responsible profit through employing sustainable
long-term decisions with the environment in mind.
Sole focus on multi-let offices
Long-term investment in high
Selected development schemes
Opportunities arise in the portfolio
DELIVERED OUTCOMES
EPRA NTA pence per share
yielding, multi-let offices in London
to carry out development projects
and the South East of the UK, and the
to capture rental and capital growth;
larger cities in Germany and France.
the amount of development is kept
253.0
329.6
350.5
345.2
326.3
below 10% of the portfolio value at
any one time. Opportunities to secure
alternative uses are pursued usually
until planning permission is secured
and then the property is sold to
a developer.
Secure rents and high occupancy
Interest rate management
Targeted occupancy levels above
Financing facilities, which are
DELIVERED OUTCOMES
NIY vs cost of debt
95% with affordable rents and
arranged in-house, seek to balance
flexible lease terms to meet tenant
flexibility, diversity and maturity of
demand and so create opportunities
funding whilst ensuring a low cost
to capture above market rental
growth. On average over 135
lettings executed each year
over the past six years.
of debt which is targeted to be at
least 200 basis points below the
Group’s net initial yield.
2019
2020
2021
2022
2023
Net initial yield
Weighted average cost of debt
DELIVERED OUTCOMES
Distribution of this year’s profit (pence per share)
Cash-backed progressive dividend
Financing headroom
CLS is a total return business
Our aim is to keep at least
using cash flow generated to pay
£100 million of cash and undrawn
a progressive dividend and also to
facilities. This approach gives the
reinvest in the business to generate
ability to move quickly to complete
further net asset growth. We aim
acquisition opportunities as well
to grow the dividend in line with the
as the flexibility to secure the
growth of the business, targeting
optimal financing solution.
the dividend to be covered 1.2 to
1.6 times by EPRA earnings.
Strong ESG performance
Climate risk mitigation
We believe in full transparency
Our in-house sustainability programme
and therefore continually measure
is focused on mitigating our impact
our progress against global ESG
on environmental climate risks and
benchmark schemes in our industry,
energy security whilst maximising
such as GRESB. This also allows us
the benefits we deliver to the
to monitor our progress and gives
communities in which we are involved.
our stakeholders confidence in
our delivery against commitments.
DELIVERED OUTCOMES
GRESB (ESG) score/100
5.4%
3.6%
7.95
7.95
7.70
7.55
7.40
84
85
85
72
70
2023
2022
2021
2020
2019
6%
5%
4%
3%
2%
1%
0%
2023
2022
2021
2020
2019
2023
2022
2021
2020
2019
Strategic report
Group highlights
02
Chairman’s statement
06
Chief Executive’s review
07
Country reviews
10
Strategy and business model
16
Strategy in action
18
Key performance indicators
22
CFO review
24
Engaging our stakeholders
28
ESG overview
32
Risk management
48
Going concern and viability
54
Corporate governance
58
59
60
62
Chairman’s introduction
UK Corporate Governance Code
Board of Directors
Board leadership and
Company purpose
Workforce engagement
Culture dashboard
Division of responsibilities
Nomination Committee Report
Audit Committee Report
Remuneration Committee Report
Directors’ Report
Directors’ responsibility statement
65
66
67
68
76
81
100
103
Financial statements
104
114
115
116
117
118
119
153
154
155
Independent Auditor’s report to
the members of CLS Holdings plc
Group income statement
Group statement of
comprehensive income
Group balance sheet
Group statement of changes in equity
Group statement of cash flows
Notes to the Group financial statements
Company balance sheet
Company statement
of changes in equity
Notes to the Company
financial statements
Additional information
Five-year financial summary
160
Alternative performance measures
161
Glossary
166
Directors, officers and advisors
168
Read our sustainability report
1 A clear strategy
Key investment tenets
Diversified approach
24 different lenders).
This approach is across countries (we invest in major cities
in Europe’s three largest economies), tenants (over 700 tenants
spread across most sectors), and financing (loans with
2 Active management
and synergies across the property portfolio.
Experienced in-house capabilities
Key investment tenets
In-house asset, property and facilities management
teams result in better cost control, closer asset knowledge
3 Strong 30 year track record
Acquisitions are assessed against strict return and strategic
fit criteria but are pursued on an opportunistic and property
by property basis with no set capital allocation across countries.
Disciplined approach to investment
Key investment tenets
Low yielding assets with limited potential are sold. Our TSR
has outperformed the FTSE 350 index over a 30 year period.
4 A focus on sustainability
long-term decisions with the environment in mind.
Across our business model, in everything we do, we seek
Key investment tenets
to generate responsible profit through employing sustainable
Responsible profit
Sole focus on multi-let offices
Long-term investment in high
yielding, multi-let offices in London
and the South East of the UK, and the
larger cities in Germany and France.
Selected development schemes
Opportunities arise in the portfolio
to carry out development projects
to capture rental and capital growth;
the amount of development is kept
below 10% of the portfolio value at
any one time. Opportunities to secure
alternative uses are pursued usually
until planning permission is secured
and then the property is sold to
a developer.
DELIVERED OUTCOMES
EPRA NTA pence per share
2023
2022
2021
2020
2019
253.0
329.6
350.5
345.2
326.3
Secure rents and high occupancy
Targeted occupancy levels above
95% with affordable rents and
flexible lease terms to meet tenant
demand and so create opportunities
to capture above market rental
growth. On average over 135
lettings executed each year
over the past six years.
Interest rate management
Financing facilities, which are
arranged in-house, seek to balance
flexibility, diversity and maturity of
funding whilst ensuring a low cost
of debt which is targeted to be at
least 200 basis points below the
Group’s net initial yield.
DELIVERED OUTCOMES
NIY vs cost of debt
6%
5%
4%
3%
2%
1%
0%
5.4%
3.6%
2019
2020
2021
2022
2023
Net initial yield
Weighted average cost of debt
DELIVERED OUTCOMES
Distribution of this year’s profit (pence per share)
Cash-backed progressive dividend
CLS is a total return business
using cash flow generated to pay
a progressive dividend and also to
reinvest in the business to generate
further net asset growth. We aim
to grow the dividend in line with the
growth of the business, targeting
the dividend to be covered 1.2 to
1.6 times by EPRA earnings.
Strong ESG performance
We believe in full transparency
and therefore continually measure
our progress against global ESG
benchmark schemes in our industry,
such as GRESB. This also allows us
to monitor our progress and gives
our stakeholders confidence in
our delivery against commitments.
Financing headroom
Our aim is to keep at least
£100 million of cash and undrawn
facilities. This approach gives the
ability to move quickly to complete
acquisition opportunities as well
as the flexibility to secure the
optimal financing solution.
2023
2022
2021
2020
2019
Climate risk mitigation
Our in-house sustainability programme
is focused on mitigating our impact
on environmental climate risks and
energy security whilst maximising
the benefits we deliver to the
communities in which we are involved.
DELIVERED OUTCOMES
GRESB (ESG) score/100
2023
2022
2021
2020
2019
7.95
7.95
7.70
7.55
7.40
84
85
85
72
70
TOTAL RETURNS TO SHAREHOLDERS (SEE PAGE 23 FOR MORE RECENT PERFORMANCE)
CLS
FTSE All Share & FTSE 350
FTSE RE SS
300
250
200
150
100
50
0
CAGR -0.1%
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
1
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
LIKE-FOR-LIKE DECREASE IN LANDLORD
ENERGY CONSUMPTION
8%
GRESB RATING (2022: 4 STARS)
4 Stars
INCREASE IN EQUIVALENT
SOCIAL VALUE GENERATED FROM 2022
37%
NUMBER OF NET ZERO CARBON
PROJECTS COMPLETED
73
Group highlights
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CONTRACTED RENT WHICH IS
INDEX-LINKED (2022: 55.5%)
55.2%
EPRA VACANCY RATE
(2022: 7.4%)
11.0%
NET RENTAL INCOME £113.0M
(2022: £107.8M)
4.8%
CAPITAL EXPENDITURE
(2022: £58M)
£50m
FOUR DISPOSALS AND ONE EXCHANGE
ABOVE PRE-SALE VALUATIONS
(2022: +2.5%)
+10.0%
SECURED RENT ABOVE ERV FOR
NEW LEASES
+6.9%
see pages 7 to 9
2
see pages 32 to 47
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
Group highlights
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EPRA EPS
-11.2%
2023
2022
10.3p
11.6p
STATUTORY EPS
-311.4%
2023
2022
-62.9p
-20.2p
LOSS BEFORE TA X
-305.0%
2023
2022
-249.8m
-82.0m
EPRA NTA PER SHARE
-23.2%
2023
2022
253.0p
329.6p
STATUTORY NAV PER SHARE
-23.9%
2023
2022
233.8p
307.3p
PROPERT Y PORTFOLIO
-12.3%
1 In local currency
– total property portfolio
see pages 24 to 27
2023
2022
2.06bn
2.35bn
VALUATION MOVEMENT1
-12.5%
2023
2022
-12.5%
-5.3%
COST OF DEBT
3.61%
2023
2022
3.61%
2.69%
BALANCE SHEET LOAN-TO-VALUE
48.5%
2023
2022
48.5%
42.2%
AMOUNT OF GROUP BORROWINGS
AT FIXED RATES (INCLUDING CAPS)
80%
2023
2022
80%
76%
RENTAL INCOME COLLECTION
99.0%
2023
2022
99%
99%
FULL YEAR’S DIVIDEND
7.95p
2023
2022
7.95p
7.95p
3
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
CLS Holdings at a glance
Our portfolio is secure and diversified
About CLS Holdings
What we do
We are a commercial property investment
company. We specialise in office space and our
£2.1 billion portfolio comprises 6.4m sq. ft of
future-focused workspace in the UK, Germany
and France. Through geographical diversification,
local expertise and an active management
approach, we transform office properties into
suitable, modern spaces that help our tenants’
businesses to grow.
Our investments are based on our long-term
vision, continuously modernising our portfolio into
viable, future-focused and sustainable properties.
We apply the same long-term approach to our tenants
by understanding their own business ambitions.
By providing the right environment and sharing
our expert insight, we help them make more
informed choices and grow their businesses
in a more responsible, considered way.
We transform
office properties
into suitable, modern
spaces that help our
tenants’ businesses
to grow.
TENANT DIVERSITY BY CONTRACTED RENT (%)
1
Government
Commercial and Professional Services
Information Technology
Consumer Discretionary
Communication Services
Healthcare
Financials
Industrials
Real Estate
Consumer Staples
Energy
Other
2
3
4
5
2
3
4
5
6
7
8
9
10
11
12
1
4
CLS HOLDINGS PLC Annual Report and Accounts 2023
86
PROPERTIES
£126m
ESTIMATED
RENTAL VALUE
£2.1bn
PROPERT Y PORTFOLIO
2023
21.5%
13.2%
11.5%
10.0%
8.7%
7.0%
6.3%
6.2%
5.5%
4.2%
2.1%
3.8%
6
7
8
9
10
11
12
STRATEGIC REPORT LEASE DATA1
Average lease length
Contracted rent of leases expiring in:
VALUATION DATA1
United Kingdom
Germany
France
Total office portfolio
United Kingdom
Germany
France
Total office portfolio
RENTAL DATA1
United Kingdom
Germany
France
Total office portfolio
Valuation movement
in the year
Market value
of property
£m
Underlying
£m
Foreign
exchange
£m
EPRA net
initial yield
EPRA
‘topped-up’
net initial
yield
Reversion Over-rented
Equivalent
yield
745.4
883.8
246.0
1,875.2
(190.4)
(89.1)
(28.2)
(307.7)
–
(20.4)
(5.7)
(26.1)
To break
years
2.5
4.8
2.7
3.5
To
expiry
years
3.5
4.9
5.2
4.3
Year 1
£m
4.8
14.5
1.3
20.6
Year 2
£m
3 to 5 years
£m
12.3
4.9
0.8
18.0
24.7
14.3
4.2
43.2
5.4%
4.7%
4.8%
5.0%
After 5
years
£m
9.0
13.8
7.9
30.7
6.1%
4.8%
5.2%
5.4%
Year 1
£m
4.6
14.1
1.5
20.1
8.1%
6.0%
8.0%
7.2%
7.0%
8.7%
4.0%
7.4%
ERV of leases expiring in:
Year 2
£m
3 to 5 years
£m
15.0
4.7
0.8
20.4
23.2
14.0
4.4
41.6
6.1%
5.2%
6.0%
5.7%
After 5
years
£m
8.7
13.3
8.2
30.2
Rental
income for
the year
£m
Net rental
income for
the year
£m
46.4
43.2
13.2
102.8
52.4
41.5
13.6
107.5
Lettable
space
sqm
172,973
345,641
72,495
591,109
Contracted
rent at
year end
£m
ERV at
year end
£m
Contracted
rent subject
to indexation
%
EPRA
vacancy rate
at year end
50.8
47.5
14.3
112.6
61.0
49.5
15.7
126.3
32.7
65.9
100.0
55.2
15.8%
6.8%
5.6%
11.0%
1 The above tables comprise data for our offices in investment properties and held for sale (see note 12 and 14). They exclude
owner-occupied, land, student accommodation and hotel.
TOP 15 TENANTS
TENANT DIVERSITY BY CONTRACTED RENT (%)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Secretary of State
4
3
1. GOVERNMENT
2. LARGE1
3. MEDIUM1
4. OTHER
21.5%
40.3%
16.3%
21.9%
1
2
1 Based on definitions by Companies House.
5
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Chairman’s review
Lennart Sten
Non-Executive Chairman
Dear Shareholder,
As a result of recent events and trends, quality
has become the greatest differentiator for the
office sector. Well-located space with great
amenities drive rental growth and ultimately
value, particularly when supply is low. With
greater calls for employees to return to the office,
CLS is ensuring that we supply the best offices in our
locations to attract tenants and “earn the commute”.
Performance and our property portfolio
CLS again delivered a robust performance.
Strong rental growth was achieved through
indexation, record student and hotel results
and the full-year impact of previous acquisitions,
although this was offset by higher interest
expense from rate increases leading to overall
lower earnings.
The value of our property portfolio fell by 12.3% to
£2.06 billion (2022: £2.35 billion) with the portfolio
now split 45% in the UK, 43% in Germany and 12%
in France. The movement in the property portfolio
was as a result of £299.5 million from a net
valuation decrease of 12.5% in local currencies,
£26.3 million from the strengthening of Sterling by
2.1%, £14.0 million of disposals, and depreciation
of £0.2 million, partly offset by £50.1 million of
capital expenditure.
Increasing
interest rates
meant 2023 was
a challenging year
for the office
sector but CLS
has remained
committed to
its strategy of
providing high-
quality office space
to meet our tenants’
needs. In 2024,
the Group will
celebrate 30 years
since its listing on
the London Stock
Exchange and I am
confident that CLS
will continue to
thrive and deliver
for shareholders
for many years
to come.
6
The property valuation decreases resulted
in EPRA NTA per share declining by 23.2%
to 253.0 pence per share (2022: 329.6 pence
per share) and the Total Accounting Return,
including the dividends paid in the year, was
-20.8% (2022: -3.7%).
Strategic outlook
Whilst the economies of our three markets remain
challenging, our priorities have remained steadfast.
We will deliver lettings of our quality refurbishments
to drive growth, make disposals at the right values
to reduce LTV and be highly selective in considering
acquisitions or developments, as well as execute
our planned refinancings. These are alongside our
vision to be a sustainably focused landlord which
will be accomplished through executing our 2030
Net Zero Carbon Pathway and supporting our local
communities combined with delivering social value.
CLS has pursued a highly successful, focused
strategy over the last 30 years concentrated
on high-quality offices in Europe’s three largest
economies whilst delivering shareholder value
through our long-term approach. Our core strategy
and business model remain unchanged but we will
continue to evolve to meet market opportunities.
Dividends
Given the economic conditions, the Board has
decided to propose a flat final 2023 dividend which
results in a flat full year dividend. The dividend,
which is 1.30x covered by EPRA earnings, is in-line
with our policy of having the dividend covered
1.2x-1.6x by EPRA earnings.
Our staff and our culture
Since 2020 it has been a volatile period for
the office sector and for CLS, with the pandemic
followed by higher interest rates and a challenging
economy. Gratifyingly our staff have coped
magnificently with all that has been thrown at
them and, on behalf of the Board, I want to thank
them for their dedication and hard work. CLS’
positive culture has been maintained throughout
all the challenges and as interest rates fall and the
cycle turns, I am confident that CLS will thrive and
deliver for shareholders for many years to come.
Lennart Sten
Non-Executive Chairman
8 March 2024
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Chief Executive’s review
Fredrik Widlund
Chief Executive Officer
The return to the office
Since 2020, due to the disruption caused by
the pandemic, working patterns have significantly
changed and continue to evolve. The initial
response was a wholesale shift to home working
followed by many different hybrid working
arrangements once the pandemic subsided.
Since the adoption of hybrid working, the last
two years have seen office occupancy levels
increasing in the UK and Europe, albeit it has
been a slow recovery and attendance is much
more concentrated around the middle of the week.
However, ongoing company policy changes and
surveys show that the return to the office trend
is only likely to increase.
Recent surveys* showed that levels of flexible
or home working look to have peaked and some
are predicting a full return to in-office working
by 2026. Whilst this may prove ambitious, the
driver is that there is a growing recognition that
the office is a marketplace of knowledge and so
much more than an overhead cost: it has a decisive
influence on productivity, employee retention,
corporate culture, innovation, and thus long-term
business results.
CLS performed
well during the
period and made
progress on its
strategic objectives.
Our high-quality
estate underpinned
strong leasing
momentum and
pricing with new
leases nearly 7%
above ERV. As a
result, we held our
underlying vacancy
rates steady, and
delivered net rental
income growth of
close to 5%.
Our view is that hybrid working will continue
for at least the short-to medium-term but that
the actual reduction in space will be less than
predicted. This is because tenants need to cope
with peak worker occupancy, which determines
the minimum amount of office space an occupier
needs, and that sustainability requirements across
all countries are reducing supply. This explains
why the occupancy market continues to do well
and we see a growing number of companies
planning to lease more space.
All of this means that to bring employees back to
the office, appropriate incentives must be created.
Demand continues to intensify for well-connected,
good-quality office space in mixed-use locations,
and amid construction delays and shortage of
good stock, occupiers will have to compete for
the best space, supporting rental growth.
Delivering on our strategy
In response to these trends, CLS has focused
on improving the quality of its properties and
driving operational performance. With an
uncertain market in 2023, CLS did not make any
acquisitions and instead focussed on investing
in our properties. In 2023, we finished the
enhanced capital expenditure programme that
we commenced in 2022 to deliver the higher
quality offices demanded by tenants with capital
expenditure of £50.1 million (2022: £58.3 million).
The three largest schemes in this programme:
Artesian, Prescot St, London; The Coade, Vauxhall,
London; and Park Avenue, Lyon, were completed
in 2023 or early 2024 and accounted for c. 40%
of the capex spent this year. These buildings now
offer a total of over 200,000 sq. ft of the highest
quality space with excellent amenities and
market-leading sustainability credentials.
As set out last year, we expected to be a
net seller and in 2023 we disposed of five
smaller properties (four completed and one
unconditionally exchanged) across our three
geographies at a net initial yield of 6.0% for
£25.4 million at 10.0% above the properties’
latest valuations. We sold smaller properties
in 2023 because there was a more liquid market
for properties at this lot size. In addition, we are
seeking to increase the average size of our
properties as smaller properties usually consume
a disproportionate amount of asset and property
management time and are less economic to equip
with the best amenities. Our LTV increased in 2023
as a result of valuation reductions, with net debt
little changed year-on-year, and thus in 2024 we
will again target to be a net seller to reduce LTV
to below 45% in the short-term and 40% in the
medium-term.
* KPMG global CEO and Deloitte UK CFO 2023 surveys
7
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION As expected,
valuations reduced
in the period.
However, our
outperformance
relative to the
markets we
operate in and the
embedded rental
growth potential
in our portfolio
give us confidence
in our ability to
deliver long-term
growth. We remain
focused on
optimising our
portfolio and
reducing LTV
through the
course of 2024,
with nearly
three-quarters of
the loans expiring
in 2024 already
refinanced, and
over £270m of
assets targeted
for disposal.
Chief Executive’s review continued
The other major focus in 2023 was ensuring that
we delivered on our financing activity to ensure
that we maintain sufficient liquidity and flexibility.
This target was successfully executed with all
2023 refinancings completed and, as at the end
of February 2024, we have already completed
over 70% of 2024 refinancings. More details on
our progress in 2023 with capital expenditure,
disposals, and refinancings, as well as lettings
are set out in the strategy in action section on
pages 18 to 21.
Asset and property management
Active asset management is a key part of CLS’
culture and business model with “our tenants,
our focus” being one of our four values. Therefore,
whilst the market remains challenging it is critical
to drive asset management to create long-term
value from our property portfolio. In 2023, the
investment market remained subdued but the
letting market was more buoyant and CLS signed
89% more leases by rent in 2023 (130 leases
for £15.5 million) than in 2022 (106 leases for
£8.2 million). The new leases were signed on
average at 6.9% above ERV.
As a result of this leasing activity and also
expiries, like-for-like vacancy was relatively flat
at 7.6%, however the overall Group EPRA vacancy
rate increased to 11.0% (2022: 7.4%) due to the
impact of our three large refurbishments at
Artesian, The Coade and Park Avenue. This
vacancy rate is above our long-term target of 5%
and we are expecting vacancy to remain elevated
in the short-term until we let this newly
refurbished, high-quality space.
Reflecting these refurbishments, the vacancy
position was mixed across the Group with
considerable differences between countries.
In France, the vacancy rate has risen to 5.6%
(2022: 2.6%) as a result of refurbished space at
Park Avenue being available to let. Demand
remains good for smaller units (below 1,000 sqm)
which fits with CLS France’s space offering, and
we would expect vacancy to remain at this level
in 2024. In Germany, the vacancy rate increased
to 6.8% (2022: 6.1%) as the rate of lettings was
slightly behind the rate of expiries. We have one
big upcoming vacancy in Dortmund in 2024 which
we are working hard to fill and, subject to this,
we would expect vacancy to fall in 2024. With the
completion of Artesian in Q4 2023 and Q1 2024,
and little time to let the space, vacancy in the UK
understandably rose significantly to 15.8% from
10.0% in 2022. The letting market improved during
the year, with far more lettings completed since
September, and we are cautiously optimistic that
UK vacancy will reduce, and rental income
increase, in 2024.
8
Overall, our properties are multi-let with over 700
tenants, of which 21% are government agencies,
40% are large corporations and 16% are medium-
sized companies. Reflecting the strength of our
tenant base, CLS’ rent collection has remained
in excess of 99% before, during and after
the pandemic.
In 2023, the value of the portfolio was down by
12.3% over the year as a result of our revaluation
declines of 12.5% in local currencies with the
investment in the portfolio almost exactly offset
by foreign exchange losses and property
disposals. There were decreases in all countries
with the UK down 16.7%, Germany down 9.1%
and France down 9.1% in local currencies.
It is worth noting that the shortening lease at
Spring Gardens, the largest asset in the Group,
leased by the National Crime Agency contributed
c.16% of the UK reduction as the site is valued
as a standing office investment and not as a
development site. Across all countries, the
increase in interest rates and the risk-off nature
of investors impacted valuations. As ERVs were up
in all three countries, the valuation declines were
mainly a result of interest rate driven yield shifts,
although, as always, there were also some
regional and property specific differences.
Financial results
With the economic backdrop remaining challenging
in 2023, CLS again delivered on its strategic
objectives. Property valuations were down, but
outperformed relative to the market, and whilst
net rental income grew by 4.8% finance costs rose
more quickly such that EPRA earnings were lower.
EPRA earnings per share fell 11.2% from 11.6p
in 2022 to 10.3p in 2023 (IFRS loss per share
2023: £(62.9)p, 2022: (20.2)p) as improved rental
income from indexation, record hotel and student
performance and the full-year impact of previous
acquisitions, was more than offset by increased
finance costs as CLS’ cost of debt rose from
2.69% to 3.61% due to the impact of higher
central bank rates on floating rate loans and
refinanced debt. Operating loss for the year
was £223.4 million (2022: loss £63.9 million).
EPRA NTA decreased by 23.2% (2022: 6.0%
decrease) to 253.0 pence per share (IFRS net
assets 2023: £929.2 million, 2022: £1,220.8 million),
reflecting revaluation reductions of 12.5% in local
currency, foreign exchange losses of £26.3m from
the 2.1% strengthening of sterling against the euro
(2022: £33.6 million gain) and the payment of the
dividend, which was partly offset by EPRA earnings.
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT ERV potential of the portfolio (£)
112.6
13.9
(0.2)
126.3
11.6
c.138
c.3
c.141
Contracted
Rent
Vacant
Net
Reversion
ERV
On-going
refurbs &
development
Potential
ERV
Potential
Developments
Post
2025
At the year end, we had cash and cash equivalents
of £70.6 million (2022: £113.9 million), as a result of
the completion of the heightened investment in the
portfolio, as well as £50.0 million of new, longer-
term, committed credit facilities (2022: £50.0 million).
To give more liquidity and flexibility, we have also
secured an additional £10 million overdraft in
January 2024 and are actively considering options
for our 2025 refinancings.
In 2023, we generated £45.9 million net cash from
operating activities (2022: £43.0 million) compared
with EPRA earnings of £40.9 million (2022: £47.0 million)
showing the continued strong cash generation of
our business model. Of this cash, £31.6 million
(2022: £32.4 million) was paid as a dividend to
shareholders. Overall, we balance the use of the
cash generated between dividends and reinvestment
in the business to drive the Total Accounting
Return to shareholders, which was -20.8% in 2023
(2022: -3.7%) due to the negative property revaluations.
We firmly
believe the outlook
for high-quality
offices is bright
and we are seeing
a clear trend of
companies thinking
strategically about
the return to the
office as a value
driver for their
businesses.
The investments
we have made and
continue to make
across our portfolio
mean we are well
placed to thrive.
Sustainability
We continue to make progress against our
Sustainability Strategy and improve our assets
in line with our Net Zero Carbon Pathway. We
completed 73 energy efficiency and PV projects
(28% more than last year) saving an estimated
741 tonnes of CO2e (2022: 612 CO2e), equivalent
to taking over 165 cars off our roads for one year
(https://www.epa.gov/energy/greenhouse-gas-
equivalencies-calculator) and we have exceeded
our energy usage target of 4% year-on-year
reduction with an 8% reduction in 2023.
CLS reports under various national regulations
as well as regional and international frameworks.
Our EPRA sBPR Gold award demonstrates our
commitment to transparency and maintaining
our GRESB 4 star rating reflects our achievements
across the whole business. At an asset level,
we are compliant with MEES in the UK, Décret
Tertiaire in France and maintained our ratings in
BREEAM In-use, despite the tightening of the rules.
2024 and beyond
As in the previous two years, we have again
included our rent progression waterfall chart
which has been updated to show the changes and
progress made in the year. In summary, it shows
the more than 20% rental upside that exists within
the portfolio, with a large proportion of it able to
be captured quickly following the completion of
major refurbishments/developments in 2023.
Securing these rental increases is critical to drive
rental growth in excess of rising financing costs
and thus achieve higher profits.
In addition to these increases up to 2026, there is
further potential from indexation, with over half
the portfolio having contractual increases, and
ongoing investment to focus the portfolio on faster
growing properties. Post 2026, we have significant
opportunities, in Zone 1 in London at New Printing
House Square and Spring Gardens.
Despite the challenging market, CLS’ long-term
strategy and our focus on the three largest countries
in Europe, with the cities with the highest growth
prospects such as London, Paris, Berlin and Munich,
remains unchanged. And, in the medium term, we
will again pursue acquisitive growth. Operationally
the key objective for 2024 is to reduce vacancy to
capture the substantial rental upside within the
portfolio. Regarding capital and the balance sheet,
the focus is on executing upcoming refinancings and
reducing LTV through selective disposals and one of
the actions we are taking is the marketing for sale
of our Spring Mews student property in Vauxhall.
We remain confident that in responding to the
demands to return to the office by having some
of the best properties in our locations, alongside
an expectation of more favourable monetary
policies and an improving macro-economic
environment, CLS is well placed to capitalise on
these trends and remain successful in the future.
Fredrik Widlund
Chief Executive Officer
8 March 2024
9
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Market review
VALUE OF PROPERT Y PORTFOLIO
NUMBER OF TENANTS
£919.9m
221
GOVERNMENT AND
LARGE COMPANIES
72.1%
PERCENTAGE OF GROUP’S
PROPERT Y INTERESTS
45%
EPRA VACANCY RATE
15.8%
YEARS WEIGHTED AVERAGE
LEASE LENGTH TO END
3.5
NUMBER OF PROPERTIES
LETTABLE SPACE
LEASES SUBJECT TO INDEX ATION
37
1.9msq. ft
32.7%
i
m
o
d
g
n
K
d
e
t
i
n
U
10
Market overview
The UK economy continued to grow over the
course of 2023 albeit at a modest 0.3% due the
higher interest rates policies being used to reduce
inflation. Unemployment increased slightly to
4.0% but compared well to other major European
economies. UK inflation fell to 7.4%.
The 2023 UK property investment market had
a volume of c.£34bn, which was 39% down on
the previous year reflecting on-going uncertainty
as property investors worried about valuations
and re-financing risks.
Office take-up in central London was 16% down
compared to 2022 although the latter part of the
year showed encouraging signs of recovery with
Q4 growing over 20% compared to the previous
quarter. The wider Greater London and South-East
office market was down 17% for the year but also
saw take-up increase in Q4 compared to the
previous quarter. Consequently, year-end vacancy
in the London market was up from 8.7% to 9.1%
while the South-East market was flat at 11.8%.
UK VACANCY R ATES
16.0%
12.0%
8.0 %
4.0 %
0.0 %
2020
Q1
2020
Q2
2020
Q3
2020
Q4
2021
Q1
2021
Q2
2021
Q3
2021
Q4
2022
Q1
2022
Q2
2022
Q3
2022
Q4
2023
Q1
2023
Q2
2023
Q3
2023
Q4
CLS UK
LONDON
SOUTH EAST
Source: Cushman & Wakefield
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
Portfolio movement and valuation summary
In 2023, the value of the UK portfolio decreased
by £150.8 million as a result of a revaluation
decline of £184.5 million or 16.7% in local currency
and disposals of £3.9 million, partly offset by net
capital expenditure of £37.6 million (including
depreciation of £0.1 million).
The 16.7% valuation decline was as a result of
equivalent yields expanding by 79 basis points on
a like-for-like basis and increased vacancy from
completed refurbishments, with some offset from
ERVs increasing by 1.1% on a like-for-like basis
and some lease indexation. CLS’ valuation decline
was in-line with the UK office market valuation
decline but if the valuation of Spring Gardens,
which was significantly impacted by the shortening
lease, is excluded then CLS was ahead with a
14.0% valuation decline.
Asset management
The EPRA vacancy rate increased to 15.8% as
at 31 December 23 (2022: 10.0%) as result of
a number of significant refurbishments and
developments, particularly the Coade and Artesian,
being completed in 2023 and the start of 2024.
However, given greater letting activity in the
second half of the year, like-for like vacancy
reduced from 10.0% to 9.8%. Most encouragingly
we saw a growing trend among our UK occupiers
to return to the office and in a number of cases
they have taken additional space to create a more
attractive and vibrant environment for their staff.
In 2023, we let or renewed leases on 417,494 sq. ft
and lost 430,183 sq. ft of space from expiries.
Excluding rent reviews, 60 lease extensions and new
leases secured £7.4 million of rent at an average of
4.6% above ERV. The most significant transactions
included a new 10-year lease with Hays Recruitment
for 9,673 sq. ft of space at the newly refurbished
Apex Tower in New Malden and the lease renewal
with Honda Motor Europe for their European HQ
(57,436 sq. ft) at Reflex in Bracknell for 10 years.
In 2023, we agreed the surrender of the head
lease with the Secretary of State for New Printing
House Square which is a prominent building of
c.200,000 sq. ft on Grays Inn Road in Central
London. The head lease was due to expire in
June 2025 and the building was fully sub-let on
co-terminus leases to a variety of private sector
occupiers. As a result, we now benefit from an
additional rent roll of c.£1m above the previous
rent received as well as having a direct
relationship with the occupiers which presents
opportunities for retaining them from June
2025 onwards.
Both our student and hotel operations achieved
record breaking years, surpassing the previous
records set in 2022. The student accommodation
was fully let for the 2023/24 academic year and
sales for 2024/25 are significantly ahead of
expectations. Due to some refurbishment,
occupancy at the hotel averaged 87% for 2023,
the same as 2022, however average daily rates rose
by 12% which significantly increased profitability.
UNITED KINGDOM
LONDON
SOUTH EAST
BIRMINGHAM
37
27
9
1
In 2023, in conjunction with Savills, we carried out
a review of all of our UK properties in response to
nationwide concerns regarding Reinforced Autoclaved
Aerated Concrete (“RAAC”) and found no issues.
Developments and refurbishments
Total capital expenditure was £37.7 million
with The Coade and Artesian being our largest
schemes. The construction of The Coade, our
27,700 sq. ft new office development in Vauxhall,
completed in Q2 2023. In Q4 2023, we also
completed the first phase (Basement to 3rd floor)
of “Artesian”, a 96,000 sq. ft refurbishment at
9 Prescot Street, London with the final phase
4th to 6th floor being fully competed in Q1 2024.
Successful agents’ launches for each building
were held shortly after completion of the
refurbishments.
At Spring Gardens, which is let to the National
Crime Agency until February 2026, we are working
up the planning application for a major mixed-use
development of the two and a half-acre plot
assuming the NCA were to leave.
Disposals
During 2023, we continued with our strategy
of disposing of some of our smaller assets. This
included the sale of St Cloud Gate in Maidenhead,
a 9,700 sq. ft office building as well as The Rose
pub in Vauxhall. The total consideration received
for these assets was £4.3 million, which was
16.4% above the latest valuations.
The sale of Westminster Tower, which has planning
consent for conversion to residential use, exchanged
unconditionally in June 2023 with a completion
date of 30 November 2023. However, the buyer
failed to complete in 2023 and thus the deposit
was called in 2024, and the property is now
being re-marketed for sale. As a result, this
was not recognised as a disposal in the 2023
financial statements.
Outlook
The consensus forecast for the UK economy is to
grow at around 0.4% but with higher growth in the
latter part of the year as the economy improves.
Unemployment is forecast to increase marginally
to 4.6%.
The investment market is likely to remain sluggish
for the first half of the year but with improvements
in the occupational market and strong rental
growth, the attractiveness of commercial real
estate as an asset class should improve,
especially once financing costs begin to fall.
The recent improvements in the occupational market
together with increased office requirements, means
that we expect good opportunities to let our recent
developments while our UK vacancy should reduce
on the back of our recent capex upgrade programme
alongside more occupiers returning to the office.
CLS HOLDINGS PLC Annual Report and Accounts 2023
11
Most
encouragingly
we saw a growing
trend among our
UK occupiers to
return to the office
and in a number
of cases they have
taken additional
space to create
a more attractive
and vibrant
environment
for their staff.
Dan Howson
Head of UK
STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Market review continued
VALUE OF PROPERT Y PORTFOLIO
NUMBER OF TENANTS
£885.5m
368
GOVERNMENT AND
LARGE COMPANIES
55.6%
PERCENTAGE OF GROUP’S
PROPERT Y INTERESTS
43%
EPRA VACANCY RATE
6.8%
YEARS WEIGHTED AVERAGE
LEASE LENGTH TO END
4.9
NUMBER OF PROPERTIES
LETTABLE SPACE
LEASES SUBJECT TO INDEX ATION
32
3.8msq. ft
65.9%
y
n
a
m
r
e
G
Market overview
Germany had a tumultuous year in 2023 with
Europe’s biggest economy contracting 0.3% because
of low business confidence, budgetary pressures
and higher energy prices. Unemployment held up
well at 5.7% while higher interest rates had the
desired impact on inflation which shrank to 6.1%.
The German property investment market had
a challenging year and investment volumes were
down by 56% to c.€23 billion in 2023 reflecting
hesitant buyers due to the interest rate trajectory
and concerns about the development of
the economy.
In the occupational market, leasing transactional
volumes were down over 20% with less space let
across the seven largest cities with only Dusseldorf
and Frankfurt showing single-figure reductions.
Vacancy increased to 5.7% for the seven largest
cities ranging from 3.3% in Cologne to 9.7% in
Dusseldorf. The majority of CLS properties are
located in Hamburg, Munich, Berlin and Dusseldorf
which saw strong rental growth for quality space.
GERMANY VACANCY R ATES
12.0%
10.0%
8.0 %
6.0 %
4.0 %
2.0 %
0.0 %
2020
Q1
2020
Q2
2020
Q3
2020
Q4
2021
Q1
2021
Q2
2021
Q3
2021
Q4
2022
Q1
2022
Q2
2022
Q3
2022
Q4
2023
Q1
2023
Q2
2023
Q3
2023
Q4
12
CLS GERMANY
HAMBURG
MUNICH
BERLIN
DÜSSELDORF
STUT TGART
FRANKFURT
COLOGNE
Source: JLL
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Portfolio movement and valuation summary
In 2023, the value of the German portfolio
decreased by £110.5 million as a result of a
revaluation decline of £89.1 million or 9.1% in
local currency; a foreign exchange decrease of
£20.4 million; and disposals of £10.2 million, partly
offset by net capital expenditure of £9.2 million
(including depreciation of £0.1 million).
The 9.1% valuation decline resulted from
equivalent yields expanding by 36 basis points
on a like-for-like basis and marginally increased
vacancy, with some offset from ERVs increasing
by 2.4% on a like-for-like basis and the majority
of leases being indexed.
According to the VDP banking association, office
property values in Germany fell by 13.3% which
compares to the fall in CLS’ property values
of 9.1%. This outperformance of CLS’ German
properties can be partly explained by our focus on
government agencies and “Mittelstand” companies.
Asset management
The EPRA vacancy rate increased from 6.1% in
2022 to 6.8% at the end of 2023. This increase was
despite some significant letting successes during
the year with expiries in excess of lettings.
In 2023, we let or renewed leases on 17,008 sqm and
lost 25,123 sqm of space from expiries. Excluding
those arising from contractual indexation uplifts,
36 lease extensions and new leases secured
£5.2 million of rent at an average of 14.8% above
ERV (£2.6 million at 6.6% above ERV excluding
Essen as described below). Leases subject to
indexation increased by an average of 7.1%.
The largest transaction in 2023 was a 30-year,
index-linked lease signed in June 2023 with the
City of Essen for £2.6 million of rent at 24.3%
above ERV. The significant refurbishment will
start in mid-2024, following which the interior
department will take occupation in July 2025
at which point the building will be fully occupied.
Further details are in the strategy in action case
study on page 20.
Developments and refurbishments
No significant individual property refurbishments
or extensions were carried out in 2023. However,
in advance of potential future development, the
planning permissions for the roof top extension
at Adlershofer Tor, Berlin and the new building at
Lichthof, Stuttgart were extended for a further three
years to allow for market conditions to improve.
GERMANY
HAMBURG
MUNICH
BERLIN
DÜSSELDORF
STUT TGART
DORTMUND
COLOGNE
NUREMBERG
BOCHUM
ESSEN
32
8
6
4
4
3
3
1
1
1
1
Office take-up
is expected to be
patchy with larger
corporates still
grappling with the
changing economic
landscape while
demand from
small- to medium-
sized companies
and public bodies,
which plays to
CLS’ strengths,
remains resilient.
Rolf Mensing
Head of Germany
Smaller refurbishments continued with £9.3 million
spent across our portfolio to improve the quality of
our properties to meet tenants’ needs and enhance
their sustainability credentials.
A good example is at Fleethaus in Hamburg, where
we carried out a refurbishment of the façade to
improve its energy efficiency and to maintain the
architectural and cultural heritage of the City of
Hamburg. In 2024, in addition to our investment
in Essen, we are also targeting to start a major
refurbishment for half of the building at
Bismarkstrasse in Berlin with the aim of driving
rents from the previous passing level of €11 sqm
to €30 sqm.
Disposals
In 2023, we disposed of a small property in
Germany in Germering, Munich for €5.9 million
and one piece of land in Sweden for SEK80.0 million
in Hyllinge, which is included in the German segment
for ease of disclosure and as it was our last property
in Sweden. On a combined basis, the two properties
sold for 19.5% above the latest valuations. There
were no acquisitions in the year.
Outlook
The consensus forecast is for German GDP to grow
0.2% in 2024 and unemployment to remain at current
levels. Germany has now successfully reduced its
dependence on Russian gas which will help lower
inflation and support the strong export industry that
is the backbone of German industrial success.
The investment market is expected to be even more
nuanced with small- to medium-sized buildings below
€50 million, with good sustainability credentials and
transportation links, selling whilst other properties,
especially in out-of-town business park areas or large
lot sizes, will continue to struggle.
Office take-up is expected to be patchy with larger
corporates still grappling with the changing
economic landscape while demand from small- to
medium-sized companies and public bodies, which
plays to CLS’ strengths, remains resilient. We have
only one big upcoming vacancy in 2024, which is at
Gotic Haus in Dortmund. Discussions with potential
tenants are ongoing, and subject to a successful
outcome, and in combination with a general market
reduction in development activity, we would expect
vacancy to fall in our German portfolio in 2024.
CLS HOLDINGS PLC Annual Report and Accounts 2023
13
STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Market review continued
VALUE OF PROPERT Y PORTFOLIO
NUMBER OF TENANTS
£257.5m
155
GOVERNMENT AND
LARGE COMPANIES
49.0%
PERCENTAGE OF GROUP’S
PROPERT Y INTERESTS
12%
EPRA VACANCY RATE
5.6%
YEARS WEIGHTED AVERAGE
LEASE LENGTH TO END
5.2
NUMBER OF PROPERTIES
LETTABLE SPACE
LEASES SUBJECT TO INDEX ATION
17
0.8msq. ft
100.0%
e
c
n
a
r
F
Market overview
The French economy achieved GDP growth of 0.9%
in 2023 with unemployment steady at around 7.3%.
Inflation in France, which started the year lower than
many other European countries, fell to 5.7%. All of this
was against a backdrop of increasing ECB base rates
which went from 2.5% at the start of 2023 to 4.5%
by the end of the year.
In 2023, transaction volumes in the French property
market fell by 53% to c. €12 billion. This was not only
as a result of a decrease in the number of transactions
but also the average value, reflecting our experience
that investors are less willing to commit to
larger purchases.
In the occupational market, after a strong year
in 2022, office take-up in Greater Paris in 2023
was down by double digit percentages, although
vacancy was only up slightly at 8.5% from 7.9%
but with continuing large variances between the
districts. Vacancy in the Paris CBD was 2.5% but
higher in the outer districts with 15% in La Défence.
CLS’ properties are located in the West and South
side of Paris, straddling both areas. The Lyon
market continued to perform comparably well but
even here market vacancy rose from 4.4% to 4.9%.
FRANCE VACANCY R ATES
8.0%
6.0 %
4.0 %
2.0 %
0.0 %
2020
Q1
2020
Q2
2020
Q3
2020
Q4
2021
Q1
2021
Q2
2021
Q3
2021
Q4
2022
Q1
2022
Q2
2022
Q3
2022
Q4
2023
Q1
2023
Q2
2023
Q3
2023
Q4
14
CLS FRANCE
PARIS
LYON
Source: Immostat/JLL
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Portfolio movement and valuation summary
In 2023, the value of the French portfolio
decreased by £28.6 million as a result of a
revaluation decline of £25.8 million or 9.1%
(2022: 5.3%) in local currency, and a foreign
exchange decrease of £5.9 million, partly offset
by capital expenditure of £3.1 million. The 9.1%
valuation decline was as a result of equivalent
yields expanding by 82 basis points on a like-for-
like basis and increased vacancy, with some offset
from ERVs increasing by 1.3% on a like-for-like
basis and all leases being indexed. CLS
outperformed the market and peers whose
offices fell in value by over 12%.
Asset management
EPRA vacancy in the French portfolio increased to
5.6% as at 31 December 2023 (2022: 2.6%) with the
increase exclusively driven by the completion of
Park Avenue in Lyon for which two and half floors
(c.3,100 sqm) were vacant at the year end.
In 2023, we let or renewed leases on 13,245 sqm
and lost 15,130 sqm of space from expiries.
Excluding contractual indexation uplifts, 34 lease
extensions and new leases secured £2.9 million
of rent at an average of 0.1% above ERV. The most
significant transactions during this year were
Pole Emploi at Les Reflets in Lille for 2,499 sqm
and Exalog at Bellevue in Paris for 1,039 sqm.
On a like-for-like basis, ERVs increased by 1.3%,
with index-linked rental increases at an
average of 5.6%.
Developments and refurbishments
In 2023, we completed the elevated level of capital
expenditure spend across the French portfolio,
incurring £3.1 million, with the completion of the
major refurbishment of Park Avenue in Lyon. The
refurbishment was finished in the middle of the
year with the final €0.9 million spent in 2023 out
of a total project cost of €9.1 million.
The works involved refurbishing common areas
such as reception, lifts, landings, toilets, and
a replacement of the façade with stone, new
windows and electric shades. The outside works
also included a green roof, new ground floor
landscaping, the painting of the car park and the
creation of new common terraces through the
extension of existing landings. These works have
not only improved tenants’ amenities but have
also resulted in an a significant improvement
in the building’s sustainability credentials
(increasing from DPE G to DPE B).
FRANCE
PARIS
LYON
LILLE
17
11
5
1
Tenants for five of the ten floors were decanted to
a nearby building whilst the works were carried
out. Following a successful building launch at the
start of 2023, a further three floors have been let.
There is good interest in the remaining two and half
floors and we are confident of letting these in 2024.
Disposals
In 2023, we unconditionally exchanged on Quatuor,
a building located in the Montrouge area in Paris.
The 2,500 sqm office building was originally
acquired for €4.6m in 2002 and is located in front
of the future Grand Paris metro station. The
building is therefore strategic for the City of
Montrouge, which agreed to buy the property for
€11.3 million, 2.8% ahead of the June 2023
valuation. In December 2023, we received 10% of
the purchase price with the remaining 90% to be
received by June 2024; until then CLS manages
and collects the rent for the property.
Some more details on the Quatuor sale and the
Park Avenue refurbishment are included in the
strategy in action case studies on pages 18 to 21.
Outlook
GDP consensus forecast is for France to grow
around 0.7% which, although modest, is above
both the UK and German consensus, and for
unemployment to stay at current levels.
With Anglo-Saxon investors notably absent,
the investment market has been driven by
domestic and other European investors. Whether
this will change in 2024 remains to be seen but we
do expect a gradual return to mainland Europe’s
second largest economy as markets and the
interest rate stabilises.
Office take-up has been volatile in the last two
years but smaller floorplates below 1,000 sqm
have consistently performed better which has
benefitted CLS’ portfolio due to the size and
layout characteristics of our properties.
We expect CLS vacancy to remain around 5%
in 2024 with the newly refurbished space in
Park Avenue let being offset by expiries in
Front de Parc, located close to Park Avenue
in the Villeurbanne-Tonkin district of Lyon,
which will be available in the second half
of the year following refurbishment.
In the wider market, we expect to see continued
varied markets across Paris, driven by different
supply dynamics, and Lyon continuing to perform
well due to a much tighter market and restrictive
policies for new developments.
CLS HOLDINGS PLC Annual Report and Accounts 2023
15
Office take-up
has been volatile
in the last two
years but smaller
floorplates below
1,000 sqm have
consistently
performed better
which has
benefitted CLS’
portfolio due to
the size and layout
characteristics of
our properties.
Philippe Alexis
Head of France
STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Strategy and business model
Realising value and
reinvesting for the future
We acquire the right properties
We invest in commercial real estate
in the UK, Germany and France.
89% of our properties are offices.
resources are supplemented by
disposal proceeds from selling
assets which present limited future
opportunities to add value.
We look to acquire high quality
properties with good transport
links located in key European cities.
Most of our properties are multi-let
to a wide variety of occupiers, giving
us the opportunity to add value
whilst spreading our risk.
The cost of buying investment
properties is met partly from the
Group’s liquid resources and partly
from external financing. Liquid
We have the ability to move quickly
due to our strong balance sheet.
Our in-house sustainability
programme is focused on mitigating
our impact on climate change and
continually improving our properties.
We consider sustainability in all
our acquisitions.
KPIs/OPIs
• TSR – Relative
• Total accounting
return
Link to principal risks
• Property risk
• Sustainability risk
For more information
see page 18
We continually assess whether to hold or sell properties
Our active management is also
applied at a portfolio level,
continually assessing whether
properties meet return criteria
and/or we can continue to add value.
We have an asset management
plan for each asset which we
flex depending upon tenant
requirements and leasing activity.
Refurbishments are undertaken to
enhance the portfolio and capture
rental growth.
KPIs/OPIs
• TSR – Relative
• Total accounting
return
Link to principal risks
• Business
interruption risk
• People risk
For more information
see page 21
Our portfolio approach also includes
assessing whether greater value
can be captured through a change
of use, for example, a residential
conversion. In such cases, after
planning permission has been
obtained, the property will usually
be sold to a developer.
At the appropriate time, we will
also dispose of properties which
are too small or too low yielding or
for which the risk/reward balance
is unfavourable.
One of our decision criteria is the
sustainability rating of the property
and the cost to make enhancements.
16
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT We secure the right finance
Most of our properties are held in
their own SPVs, and are financed
with bank loans borrowed by the
SPV on a non-recourse, ring-fenced
basis to the rest of the Group.
We have the flexibility to borrow at
fixed or floating rates of interest and,
by borrowing against each asset, we
are able to use a level of gearing
suitable to the specific property.
Where properties are more suited to
being financed together, such as on
the acquisition of a larger portfolio,
we finance them under one loan,
usually with the flexibility
to withdraw properties from
charge and to substitute others.
Our bank borrowing is typically for
five or seven years, and as most
of our debt is obtained from local
banks, we have active relationships
with over 25 lenders around Europe,
which spreads our risk.
In everything we do to secure the
right finance, we aim to generate
responsible profit through creating
sustainable long-term decisions with
the environment in mind.
KPIs/OPIs
• Cost of debt
Link to principal risks
• Financing risk
For more information
see page 19
We deliver value through active management and cost control
The key to active management is
to perform it in-house, because,
by using our own employees, we
harness greater motivation, response
times and attention to detail than
if tasks were to be outsourced.
In-house management includes
asset management (leasing), property
management (refurbishments),
facilities management (day-to-day
maintenance), development
management, tenant billing and
debt collection, and purchase ledger
and service charge management.
By performing all of these functions
in-house we control costs through
efficient working and we maintain our
revenue stream through providing a
first-rate service to our customers.
KPIs/OPIs
• Vacancy rate
• Administration
cost ratios
This approach also allows us to
develop and embed positive
environmental behaviours across our
managed landscape which supports
our impact on climate change.
All of the above gives our
shareholders confidence in
our day-to-day management.
Link to principal risks
• Sustainability risk
• Political and
economic risk
For more information
see page 20
We reward shareholders, customers and employees
We aim to grow the dividend in line
with the growth of the business,
targeting the dividend to be covered
1.2 to 1.6 times by EPRA earnings.
The proposed full year dividend
represents £31.6 million of the
£40.9 million of EPRA earnings in 2023.
The balance is reinvested in the
business, increasing the size of the
Group. In this way shareholders can
be rewarded partly in cash and
partly in the capital appreciation of
their shares. As only CLS’ UK
business is a REIT, we have flexibility
in the amount we are required to
distribute to shareholders, which
benefits the business in the
longer term.
Our tenants are our customers.
They benefit from a landlord
who understands their needs
and who provides cost-effective
accommodation through investing
its profits back into its business.
KPIs/OPIs
• Dividend cover
• Staff turnover
Link to principal risks
• People risk
For more information
see pages 22 to 23
We reward employees for their work
and their loyalty, through salaries
and bonus schemes which reflect
the success of the business, thereby
aligning their interests with our
shareholders and our customers.
CLS HOLDINGS PLC Annual Report and Accounts 2023
17
STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Strategy in action
We acquire
the right
properties
Strategy
We invest in high-yielding properties,
predominantly offices, with a focus on
cash returns. We diversify market risk
by investing in geographical areas with
differing characteristics and also seek
to diversify the tenant base.
Strategy implementation
We target modern, high quality properties with
good asset management opportunities in larger
cities in the UK, German and France. In addition
to geographic diversity, we have a wide variety
of tenants in many different sectors and we
invest in Sterling and Euros.
Our performance in 2023
• As previously announced, CLS was not
targeting acquisitions in 2023 but instead was
focussed on reducing LTV through disposals
• We did though continue to invest in our
portfolio to improve its quality and meet
tenant needs as well as finishing our three
major refurbishments/development
• In 2023, we spent £50.1 million of capital
expenditure which included £19.6 million
on the refurbishments at Prescot St,
London and Park Avenue, Lyon as well as
the development at The Coade, London
Priorities for 2024
• We will continue to invest in our property
portfolio to improve its quality which also
includes sustainability enhancements as
per our Net Zero Carbon Pathway. Capital
expenditure will return to historical levels
of around £30 million in 2024
• As in 2023, CLS will be selective in
considering acquisitions or developments
in 2024 and instead focus on reducing LTV
through disposals
18
CASE STUDY
Providing
high-quality offices
Prescot Street, London,
United Kingdom
• In 2019, CLS purchased 9 Prescot
Street which was an Art Deco
era 96,000 sq. ft office building
• In 2022 and 2023 we carried
out a £31 million full building
refurbishment to deliver
outstanding quality space
• Key areas of improvement
include: amenities (new 4,000 sq.
ft roof terrace); sustainability
(Cyclescore Platinum); health &
wellbeing (increased fresh air
rates); flexibility (different space
configurations); and digital
(Wiredscore Platinum)
• Rents of £50-£60/sq. ft are
targeted across the six floors
The investment
CLS has made in
improving its
portfolio is
exemplified by the
outstanding quality
of Prescot Street,
which has been
awarded an EPC A
and is now
available to let
to tenants.
Helen Pilcher
Head of UK
Development
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Strategy in action
We secure the
right finance
Strategy
Whilst CLS has several financing strategic
objectives, the key ones are to: target a low cost
of debt whilst maintaining an appropriate LTV;
to maintain a high proportion of fixed rate debt;
to utilise diversified sources of finance to reduce
risk; and to maintain a high level of liquid resources.
Strategy implementation
To meet CLS’ strategic objectives, we: aim to
keep cost of debt at least 200 basis points below
net initial yield albeit this depends on market
conditions; execute fixed rate debt loans or use
interest rate caps and hedges; have strong
relationships with over 25 lending institutions
which each have less than 20% of our total loan
exposure and own properties in special purpose
vehicles financed individually or in small portfolios
by non-recourse debt in the currency used to
purchase the asset; and keep at least £100 million
in cash and undrawn facilities.
As noted in the Going Concern assessment on
page 54, CLS’ business model relies upon the
refinancing of loans annually, as well as disposals,
for which we have a successful track record.
Our performance in 2023
• Financed, refinanced or extended eleven
loans for £330.6 million
• These loans were at a weighted average
duration of 3.0 years and at a weighted
all-in rate of 5.27%
• These loans encompassed all of 2023
and over 50% of 2024 expiring financings
(now over 70%)
• In addition, we replaced £50 million of expiring
RCFs and overdraft facilities with a 3+1+1 year
£30 million RCF and a 2+1 year £20 million RCF
Priorities for 2024
• To complete five or six refinancings across
Germany and France for £68.0 million or
£98.3 million depending on sales
• To execute one financing for a recent
refurbishment and two capex facilities
for upcoming refurbishments
• To progress 2025 refinancings of £399.2 million
CASE STUDY
Key 2023 refinancing
Adlershofer Tor,
Berlin, Germany
• Our 20,000 sqm mixed use building
has minimal vacancy with a major
food retailer occupying over 40%
of the space and the rest offices
• The existing loan of €25.2 million
with PBB was expiring at the end
April 2023
• At the end of March 2023,
we secured a 5-year loan
for €45.0 million with
Berliner Sparkasse
• The 4.61% fixed rate interest-
only loan is at 52% LTV and
has no amortisation and no
financial covenants
The strength
of CLS’ lending
relationship
allowed CLS to
complete all of its
2023 refinancings
successfully and
make significant
progress with 2024
refinancings.
Alain Millet
Group Treasurer
CLS HOLDINGS PLC Annual Report and Accounts 2023
19
STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Strategy in action
We deliver value
through active
management
and cost control
Strategy
Our overall objective is to maintain a high
occupancy for our properties alongside a
diversified customer base which is underpinned
by a strong core income stream. In conjunction
with driving letting performance, we maintain
strict cost control.
Strategy implementation
In order to deliver on high occupancy and
cost control, we use in-house staff wherever
appropriate. Consequently, we use in-house
local asset and property managers who
maintain close links with occupiers to
understand their needs. Our focus is on the
quality of service and accommodation for
our customers. On the cost side, we perform
as many back-office functions as possible
in-house and monitor our performance
against our peer group.
Our performance in 2023
• Completed 130 lease events securing
£15.5 million of annual rent at 6.9% above
ERV with like-for-like contracted rent
increasing by 5.1%
• Underlying vacancy was essentially flat at
7.6% but the overall vacancy rate increased
to 11.0%. The increase was due to completion
of developments currently being marketed
to prospective tenants
• The bad debt provision reduced by
£0.9 million due to better recovery of old
debts and rent collection remained at the
same, consistently high level of 99%
Priorities for 2024
• Increase letting activity, particularly in the
UK and for recently completed refurbishments
• Reduce vacancy levels below 11.0% and
over time bring down to our historic target
level of 5.0%
• Maintain rent collection levels and actively
manage bad debts as well as continue cost
control measures
20
The long-term
lease with the City
of Essen allows
CLS to invest in
a comprehensive
refurbishment
programme to
offer modern
and sustainable
offices of the
highest quality.
Einar Osterhage
Head of German
Asset Management
CASE STUDY
One of CLS Germany’s
largest-ever leases
The Brix, Essen,
Germany
• The Brix in Essen is a 17,400 sqm
office which was bought in 2021
with 28% vacancy
• In June 2023, CLS signed a 30-year
lease with the City of Essen.
The lease also benefits from
being index-linked. Servicing local
government agencies is one of
CLS’ specialisms and they are our
largest tenant segment
• Over the next two years, CLS will
spend c.€20 million to substantially
improve the building with a host
of energy efficiency, sustainability
and wellbeing initiatives to provide
high-quality and flexible workspace
• It is expected that the works will
complete in mid-2025 and be
part-funded from a new capex facility
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT We continually
assess whether
to hold or sell
properties
Strategy
Our focus is to hold those properties with the
potential to add value through active asset
management. We dispose of those properties;
which are too small or too low yielding; for
which the risk/reward balance is unfavourable;
or for which the acquisition business plan has
been executed and there is limited active asset
management potential.
Strategy implementation
We have an asset management plan for every
property which we flex to capture rental and
capital growth via leasing and refurbishment
activity. We will also assess whether greater
value can be captured through a change of use.
If a decision to dispose of a property is made, we
will seek to optimise the timing of sales depending
on market conditions, the characteristics of the
property and the overall portfolio composition.
Our performance in 2023
• Disposed of five properties (four completions
and one unconditional exchange) across all
of our geographies for £25.4 million, 10.0%
ahead of the pre-sale valuations. Deferred
consideration of €10.2 million on one sale
is due before June 2024, see case study.
• The sale of Westminster Tower unconditionally
exchanged in June 2023 with a completion date
of 30 November 2023. However, the buyer failed
to complete and therefore we have called on
the deposit.
Priorities for 2024
• We are targeting to sell up to 6 properties
with a book value of £172.7 million, as set
out in our assets held for sale. In addition,
we are starting to market for sale our Spring
Mews student property.
• We are targeting to reduce LTV to 45% in the
short-term and below 40% in the medium term.
The disposal of all the properties which are held
for sale plus the student building would reduce
proforma LTV to 40.8%
The
unconditional
exchange of
Quatuor allows CLS
to exit a small
property at above
book value through
identifying the right
strategic buyer to
maximise the value
of the asset.
Ly David
Asset Manager, France
CASE STUDY
Transaction with
strategic buyer
Quatuor, Paris, France
• Our property is a 2,500 sqm office,
with a small amount of vacancy,
located in front of one of the new
Grand Paris Metro extension stations
• CLS engaged with the City of
Montrouge, which had a pre-
emption right over the property,
to determine the best possible
price as it was the most likely buyer
• The sale price of €11.31 million
was 2.8% above the 30 June
2023 valuation
• In December 2023, unconditional
exchange occurred and 10% of
the purchase price was received.
The remaining 90% of the purchase
price will be received before June
2024 when the remainder of the
loan will be repaid and the sale
recognised. CLS will receive the rent
from the building until that time
CLS HOLDINGS PLC Annual Report and Accounts 2023
21
STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Key performance indicators
Measuring the performance of our strategy
.
0
2
1
.
2
2
1
.
6
1
1
.
3
1
1
.
3
0
1
9
1
0
2
0
2
0
2
1
2
0
2
2
2
0
2
3
2
0
2
7
3
.
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7
3
(
.
.
)
8
0
2
(
10
4
9
.
1
8
.
0
-10
-20
-30
2019
2020
2021
2022
2023
.
0
1
1
4
7
.
.
8
5
1
5
.
.
8
3
9
1
0
2
0
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0
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1
2
0
2
2
2
0
2
3
2
0
2
EPRA EARNINGS PER SHARE (P)
Definition
EPRA earnings is a measure of operational
performance and represents the net
income generated from the Group’s
underlying operational activities.
TOTAL ACCOUNTING RETURN (%)
Definition
Total Accounting Return is the aggregate
of the change in EPRA NTA plus the
dividends paid, as a percentage of the
opening EPRA NTA.
EPRA VACANCY RATE (%)
Definition
Estimated rental value (ERV) of
immediately available space divided
by the ERV of the lettable portfolio.
Why this is important to CLS
This KPI gives relevant information
to investors on the income generation
of the Group’s underlying property
investment business and an indication
of the extent to which current dividend
payments are supported by earnings.
Our target
We will seek to grow the earnings of
the business alongside net asset value.
Progress
EPRA earnings per share for 2023
was 10.3 pence.
Why this is important to CLS
This KPI measures the change in
EPRA NTA per share of the Company
before the payment of dividends and
so represents the value added to the
Company in the year.
Our target
Our target Total Accounting Return
is between 3% and 9%.
Progress
In 2023, the Total Accounting Return
was -20.8%.
Why this is important to CLS
This KPI measures the potential rental
income of unlet space and, therefore,
the cash flow which the Company would
seek to capture.
Our target
We target a vacancy rate of between
3% and 5%; if the rate exceeds 5%,
other than through recent acquisitions,
we may be setting our rental aspirations
too high in the current market; if it
is below 3% we may be letting space
too cheaply.
Progress
At 31 December 2023, the EPRA
vacancy rate was 11.0%.
More detail is provided in the Chief
Financial Officer’s review on pages
24 to 27 and in note 5.
More detail is provided in the Chief
Financial Officer’s review on pages
24 to 27 and 161 to 165.
More detail is provided in the
Country business reviews on
pages 10 to 15 and 161 to 165.
22
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
10th
11th
18th
23rd
23rd
2019
2020
2021
2022
2023
TOTAL SHAREHOLDER RETURN –
RELATIVE (%)
Definition
The annual movement in capital in
purchasing a share in CLS, assuming
dividends are reinvested in the shares
when paid, compared to the TSR of the
23 companies in the FTSE 350 Real
Estate Super Sector Index.
Why this is important to CLS
This KPI measures the change in the
wealth of a CLS shareholder over the
year, against the change in the wealth
of the shareholders of a peer group
of companies.
Our target
Our target Total Shareholder Return
(relative) is between the median
and upper quartile.
Progress
The TSR was -31.7%, making CLS
the 23rd ranked share of the FTSE 350
Real Estate Super Sector Index of
23 companies.
CLS’ share price performed below
expectations in 2023 as property,
particularly offices, is out of favour with
investors and the lower liquidity of CLS’
shares given one major shareholder.
Other performance
indicators
In addition to these key
performance indicators, the
Group also has a number of other
performance indicators by
which it measures its progress.
These are regularly reviewed.
Three are shown here but others
are summarised on pages 2, 161
to 164 and in note 5 and are
discussed in this strategic report.
Our environmental and social
indicators (including health and
safety) are discussed in the ESG
section on pages 32 to 47.
6%
5%
4%
3%
2%
1%
0%
5.4%
3.6%
2019
2020
2021
2022
2023
Net initial yield
Weighted average cost of debt
NET INITIAL YIELD VS COST OF DEBT (%)
We seek to maintain a cost of debt at
least 200 bps below the Group’s net
initial yield. At 31 December 2023,
the cost of debt of 3.61% was 175 bps
below the net initial yield of 5.36%.
More detail is provided in the
Chief Financial Officer’s review
on pages 24 to 27.
5
8
5
8
4
8
CLS admin cost ratio
EPRA cost ratio
2
7
0
7
9
1
0
2
0
2
0
2
1
2
0
2
2
2
0
2
3
2
0
2
GRESB (ESG) SCORE/100
Our main sustainability indicator is
the Group’s GRESB rating as this is
an industry standard measure and
also due to the difficulty in drawing
conclusions from carbon-related
measures due to the variability in
occupancy of our buildings during the
pandemic. In 2023 we achieved a GRESB
rating of 84 and four green stars.
More detail is provided in the ESG
section on pages 32 to 47.
35
30
25
20
15
10
5
0
2019
2020
2021
2022
2023
ADMINISTRATION COST RATIOS (%)
These measure the administration
cost of running the core property
business by reference to the
net rental income that it generates,
and provides a direct comparative
to most of our peer group. We aim
to maintain the CLS ratio between
15% and 17%. The administration
cost ratio for 2023 was 16.0%.
23
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
CFO review
Summary
Given valuation declines, EPRA net tangible assets
(‘NTA’) per share fell by 23.2% to 253.0 pence
(2022: 329.6 pence) and basic net assets per share
by 23.9% to 233.8 pence (2022: 307.3 pence). EPRA
earnings per share were 10.3 pence (2022: 11.6
pence) whilst the loss after tax of £249.8 million
(2022: £81.9 million loss) generated basic earnings
per share of -62.9 pence (2022: -20.2 pence). EPRA
EPS provided 1.30x cover of the full year dividend
of 7.95 pence per share.
CLS uses a number of Alternative Performance
Measures (‘APMs’) alongside statutory figures. We
believe that these assist in providing stakeholders
with additional useful information on the underlying
trends, performance and position of the Group.
Note 5 and our Supplementary disclosures give
a full description and reconciliation of our APMs.
Income statement
Net rental income in 2023 of £113.0 million,
as set out in graph A, was up 4.8% from 2022
(£107.8 million). The increase arose mainly from
three areas: rental indexation increases of
£2.8 million as the majority of our properties
have index-linked rent; another record year for our
student and hotel operations, up £1.2 million; and
the full-year impact of two previous acquisitions
in Germany of £2.3 million. Disposals reduced
rental income by £2.0 million and the movement
of properties into refurbishments and net lease
expires lowered rental income by £0.5 million and
£0.1 million respectively. Higher vacancy, mainly
in the UK, resulted in higher net service charge
expenses of £1.0 million. Dilapidation payments on
lease expiries were £1.1 million higher and other,
including FX, increased rents by £1.4 million.
CLS’ tenant relationships remain strong and
the quality and diversity of our tenant base has
continued to be reflected in our rent collection,
and, as in previous years, we collected over 99%
of rent. Rent collection for the first quarter of 2024
is over 97% as is customary at this point in time.
Graph A: Net rental income £m
107.8
2.8
1.2
2.3
(2.0)
(0.5)
(0.1)
(1.0)
2.5
113.0
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24
Overall administration and property expenses
increased by £1.9 million to £33.8 million
(2022: £31.9 million) primarily as a result of
higher personnel and other administrative costs
given inflationary increases. The proportion of
index-linked rent remained steady at 55.2%
(2022: 55.5%) of the total contracted rent of the
portfolio. This high level of indexation continues
to be a significant benefit in a time of higher
inflation and interest rates.
Due to the higher level of costs, CLS’ administration
cost ratio increased to 16.0% (2022: 14.4%)
whereas our EPRA cost ratio reduced to 25.1%
(2022: 25.8%) as certain vacancy costs are
excluded from this measure.
Given market weakness from higher interest rates
and economic uncertainty, the valuation of CLS’
properties fell, although the reduction was lower
than wider market movements. The reduction in
the value of investment properties, excluding
lease incentive movements, was £302.7 million
(2022: £136.5 million fall) with falls in the UK
of 16.7%, Germany 9.1% and France 9.1% in
local currencies.
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
Four properties were sold in 2023 for an
aggregate consideration of £15.6 million. This
was 15.2% above the pre-sale book value which,
after costs, resulted in a profit on sale of
properties before tax of £1.4 million
(2022: £0.5 million). In addition, a further property
unconditionally exchanged for £9.8 million, 2.8%
above the pre-sale book value. Since the year-end,
we have had strong expressions of interest on two
sales for over £70.0 million at a small discount to
valuations. Operating loss for the year was
£223.4 million (2022: loss £63.9 million).
Finance income of £1.6 million (2022: £1.3 million
excluding unrealised gains on derivative financial
instruments of £8.8 million) increased given
higher interest rates on cash deposits. Derivative
financial instruments fell in value by £4.2 million
(2022: £8.8 million gain) as they are now close to
maturity. Finance costs, excluding the movement
on derivative financial instruments, increased
to £37.1 million (2022: £26.8 million) as a result
of higher interest costs on floating rate, and
recently refinanced, loans given wider market
interest rate increases.
Approximately 51% of the Group’s sales are
conducted in the reporting currency of Sterling
and 49% in Euros. Whilst the year-end Sterling
rate against the Euro strengthened by 2.1%, the
average Sterling rate weakened by 2.0% resulting
in a similar level of foreign exchange losses of
£0.3 million in the income statement compared
to last year (2022: £0.3 million).
Exchange rates to the £
At 31 December 2021
2022 average rate
At 31 December 2022
2023 average rate
At 31 December 2023
EUR
1.1893
1.1732
1.1295
1.1500
1.1535
The effective tax rate of 5.2% (2022: 0.0%) was
below the weighted average rate of the countries
in which we operate principally as a result of the
conversion of CLS’ UK operations to a REIT at the
start of 2022 and thus minimal tax is now paid in
the UK.
In 2023 CLS
delivered solid
results with lower
valuation falls
relative to the
market and we
have made
significant
progress with
the planned
refinancing
activity for 2024.
Overall, as set out in graph C, EPRA earnings
were lower than last year at £40.9 million
(2022: £47.0 million) and generated EPRA earnings
per share of 10.3 pence (2022: 11.6 pence). The
decrease of 1.3 pence in EPRA EPS was primarily
due to the increase in net rental income of 1.3p being
more than offset by the increase in finance expense
of 2.5p and inflationary cost increases of 0.4p.
EPRA net tangible assets and gearing.
At 31 December 2023, EPRA net tangible assets
per share were 253.0 pence (2022: 329.6 pence),
a fall of 23.2%, or 76.6 pence per share. As set
out in graph B, the main reasons for the decrease
were: property valuation decreases of 12.5% or
75.6 pence per share; dividends of 7.95 pence
per share paid in the year and foreign exchange
declines on our European business of 3.6 pence
per share; partly offset by EPRA earnings per
share of 10.3 pence per share and other
movements of 0.3 pence per share.
Balance sheet loan-to-value (net debt to property
assets) at 31 December 2023 increased to 48.5%
(2022: 42.2%) which was as a result of property
valuation reductions with net debt little changed.
The value of properties not secured against debt
decreased to £74.1 million (2022: £105.1 million).
In 2024, CLS is intending to be a net disposer of
property to reduce LTV below 45% in the short-
term and 40% in the medium-term.
Graph B: EPRA NTA movement pence per share
329.6
(8.0)
10.3
(75.6)
0.3
(3.6)
253.0
2
2
0
2
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X
F
3
2
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2
c
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D
1
3
t
A
Graph C: EPRA EPS movement pence per share
11.6
0.2
11.8
1.3
(0.4)
(2.5)
0.1
10.3
2
2
0
2
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1
3
25
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
CFO review continued
Cash flow and net debt
As at 31 December 2023, the Group’s cash balance
was £70.6 million (2022: £113.9 million) as set out
in graph D. Net cash flow from operating activities,
after payment of £37.3 million for financing costs
and tax, generated £45.9 million, an increase of
£2.9 million from 2022. From this net cash flow,
£31.6 million was distributed as dividends with the
remainder reinvested in the business to grow net
tangible assets. Capital expenditure of £46.4 million
was partly funded by proceeds after tax from
property disposals of £15.2 million. In addition,
there was a net repayment of loans of
£24.6 million. The net result of property and
financing transactions, being the investment
of £43.3 million in our property portfolio.
Gross debt decreased by £35.3 million to
£1,070.6 million (2022: £1,105.9 million) due to:
the net repayment of loans of £24.6 million; the
decrease of £12.2 million due to the strengthening
of Sterling against the Euro; and the amortisation
of loan issue costs of £1.5 million. In the year,
£330.6 million (£329.5 million net of capitalised
fees) of new or replacement loans were taken
out, loans of £336.2 million were repaid and
£17.9 million of contractual periodic or partial
repayments were made. Year-end net debt rose
slightly to £1,000 million (2022: £992.1 million).
At the year end, CLS’ additional facilities remained
unchanged comprising two undrawn revolving
credit facilities totalling £50.0 million, both of
which are committed. After the year-end, a new
£10 million overdraft was agreed.
The weighted average cost of debt at 31 December
2023 was 3.61%, 92 basis points (‘bps’) higher than
12 months earlier. The movement was as a result
of: an increase in the reference rates on floating
rate loans (47 bps increase); new higher cost debt
drawn for various refinancings completed (46 bps
increase); and the weakening of the Euro against
the pound (1 bps reduction). In 2023, interest cover
at 2.2 times (2022: 3.0 times) gave comfortable
covenant headroom.
The focus for
2024 is on sales
and refinancing
to lower LTV and
keep the balance
sheet strong
PORTFOLIO VALUE BY
COUNTRY £M
12%
43%
UK
Germany
France
45%
£920m
£886m
£257m
+6.9%
SECURED RENT ABOVE
ERV FOR NEW LEASES
Financing strategy and covenants
In 2023, we refinanced the remaining expiring
loans which had not already been refinanced in
2022. We also made significant progress with
the refinancing activity for 2024 such that of the
£350.0 million expiring in 2024 at the start of
2023, £178.2 million was refinanced in 2023.
Subsequent to the year-end, two of those loans
for £82.5 million have been extended until 2025.
As a consequence, only £98.3 million across six
loans in Germany and France with an LTV of 45%
remain to be refinanced in 2024.
The Group’s strategic financing priorities remain
to keep the cost of debt low whilst: keeping an
appropriate LTV; maintaining a high proportion
of fixed debt; increasing the amount of green
loans; and seeking to match the Group’s weighted
average debt maturity against the Group’s WAULT.
At a tactical level, the priorities for this year are
to complete the remaining refinancings for 2024
and advance as much of the 2025 refinancing
activity as practical.
As noted, CLS’ objective remains to keep a high
proportion of fixed rate debt. However, in 2023
just as in 2022 more floating rate loans and
extensions than usual were executed given that:
some properties are to be sold and thus wanting
to avoid break costs; the letting profile for some
properties needs to be improved in advance of
securing a longer-term fixed rate loan; and a
belief that interest rates were peaking and
that lower rates could be secured in the future
once the floating rate loan expired.
Graph D: Movement in liquid resources £m
Graph E: Cost of debt %
(37.3)
113.9
83.2
(31.6)
15.2
(24.6)
(0.8)
(46.4)
(1.0)
70.6
2.42
2.28
2.22
2.69
3.61
3
2
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2
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2
2
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2
3
2
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2
26
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
99%
RENT COLLECTION
In 2023, the Group refinanced or extended 11 loans
to a value of £330.6 million for a weighted average
duration of 3.0 years and at a weighted average
all-in rate of 5.27%, and of these £196.7 million
were fixed at a weighted average all-in rate of
4.76%. Consequently, at 31 December 2023, 75.9%
of the Group’s borrowings were at fixed rates or
subject to interest rate swaps, 3.8% were subject
to caps which had been hit and 20.3% of loans
were unhedged. The fixed rate debt had a weighted
average maturity of 3.9 years and the floating rate
2.2 years. The overall weighted average unexpired
term of the Group’s debt was 3.5 years (2022: 3.8
years). The Group’s debt maturity at the start and
end of 2023 is set out in graph F.
The Group’s financial derivatives, predominantly
interest rate swaps, are marked to market at
each balance sheet date. At 31 December 2023
they represented a net asset of £4.3 million
(2022: £8.5 million asset).
At 31 December 2023, the Group had 43 loans
(33 SPVs, eight portfolios and two facilities) from
24 lenders. The loans vary in terms of the number
of covenants with the three main covenants being
ratios relating to loan-to-value, interest cover and
debt service cover. However, some loans only have
one or two of these covenants, some have other
covenants, and some have none. The loans also
vary in terms of the level of these covenants and
the headroom to these covenants.
On average, across the 43 loans, CLS has between
13% and 30% headroom for these three main
covenants. In the event of an actual or forecast
covenant breach, all of the loans have equity cure
mechanisms to repair the breach which allow CLS
to either repay part of the loan, substitute property
or deposit cash for the period the loan is in breach,
after which the cash can be released.
Graph F: Debt maturity £
400
300
200
100
0
3
2
0
2
4
2
0
2
5
2
0
2
6
2
0
2
7
2
0
2
8
2
0
2
9
2
0
2
0
3
0
2
1
3
0
2
2
3
0
2
3
3
0
2
GBP
EUR
Repaid/refinanced
New debt maturity
Distributions to shareholders
and Total Accounting Return
The final dividend for 2022 of 5.35 pence per
share (£21.3 million) was paid in May 2023 and
in October 2023, CLS paid an interim dividend
of 2.60 pence per share (£10.3 million).
Given ongoing uncertainty and challenging
economic conditions, the proposed final dividend
for 2023 is maintained at 5.35 pence per share
(£21.3 million), the same level as 2022. This would
result in a full year distribution of 7.95 pence per
share (£31.6 million), covered 1.30 times by EPRA
earnings per share. The Total Accounting Return,
being the reduction in EPRA NTA plus the dividends
paid in the year, was -20.8% (2022: -3.7%).
As a result of the conversion of our UK operations
to a REIT in 2022, shareholders receive dividends
comprising two elements. The dividends comprise
a Property Income Distribution (‘PID’) from the UK
REIT operations and a second element from CLS’
remaining operations. For the 2023 interim dividend
of 2.60 pence per share, the PID was 1.70 pence
per share and for the proposed final dividend of
5.35 pence per share, the PID will be 1.50 pence
per share giving a full year dividend of 7.95 pence
per share of which 3.20 pence per share is the PID.
The split between the PID and the dividend from
our remaining operations is likely to fluctuate over
time and will depend on the level of capital allowances
and inter-company interest, amongst other things.
Andrew Kirkman
Chief Financial Officer
8 March 2024
27
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Stakeholder engagement
Engaging with our stakeholders
Our purpose
is to transform
office properties
into sustainable,
modern spaces
that help
businesses
to grow.
Our stakeholders
Why are they important?
We believe that engaging with our key stakeholders
is fundamental to our ability to make well informed
decisions which ultimately have a positive impact
on the business, in the communities in which
we invest and on the people with whom we do
business. Positive engagement and collaboration
with our stakeholders supports the implementation
of our long-term strategy for growth.
We engage with our stakeholders through a variety
of channels throughout the year. We have seen
a positive impact on the decisions we have taken
during the year as a result of the input from this
stakeholder engagement.
KEY TO STRATEGY
WE ACQUIRE THE
RIGHT PROPERTIES
WE SECURE
THE RIGHT FINANCE
WE DELIVER VALUE THROUGH ACTIVE
MANAGEMENT AND COST CONTROL
WE CONTINUALLY ASSESS WHETHER
TO HOLD OR SELL PROPERTIES
WE REWARD SHAREHOLDERS,
CUSTOMERS AND EMPLOYEES
Tenants
• Improvements to
communal areas to
meet tenants’ needs
• Input into tenants’
refurbishments
• Implementation of
sustainability initiatives
and data platform
• Tenant meetings
• Tenant surveys
• Pilot implementation
of building specific
“Tenant CLS App”
Suppliers
• Working towards
sustainable practices
• Support fair tendering
processes with feedback
from suppliers
• Quarterly review meetings
with principal suppliers
• Fair tendering process
to ensure we work in
partnership with suppliers
• Programme of
refurbishments and
modern design fit out
• Active asset, property and
facilities management to
deal with issues quickly
• Enhancing communications
through online portals
• Obtain commitments from
relevant suppliers in line
with requirements from
the living wage foundation
• Ensure communication of
Group objectives to enable
collaborative approach
Communities
• Improvements in
public realms
• Financial and in-kind
support for local charities
and other organisations
• Implementing CSR
programme
• Supporting local
organisations in the
areas in which we invest
• Working closely with
communities and councils
on refurbishment and
development projects
• Increase in funding for local
charities and organisations
• Adapted refurbishments/
redevelopments in light
of feedback
• Commitment to the Group’s
policy of prompt payment
of invoices
PRIORITIES IN 2023
• Monitor staff engagement
• Highlight quality and future
• Ongoing compliance with
Employees
Investors
Financial institutions
• Enhance CLS culture
through wellbeing
measures
readiness of portfolio
• Address the disparity
between share price
and NTA
• Long-term growth strategy
• Impact of rising interest
rates and inflation
loan covenants
• Economic and market
research and trends
• Sustainability initiatives
HOW WE ENGAGED
• Open door policy for
• Q&A session at
• Frequent meetings with
analyst presentations
all lenders
• Regular meetings
with investors
• Presentations to and
from institutions
• Operation of anonymous
• Feedback through
• Invitations to property tours
whistleblowing hotline
our key advisors
raising issues
• Our Workforce
Advisory Panel
• Staff survey
OUTCOMES
AND OPPORTUNITIES
• More all staff meetings
hosted by the CEO and
• Continued review of
portfolio
SLT to maintain open lines
• Development of new
of communication
• CSR initiatives including
group volunteering days
and social events
• Act upon outcomes
of staff survey
website highlighting
quality and future
readiness of portfolio
• Communication of
Group strategy
at individual meetings
• Regular updates on
portfolio changes
• Ensuring best practice in
compliance reporting
LINK TO BUSINESS
MODEL AND STRATEGY
PRIORITIES IN 2023
HOW WE ENGAGED
OUTCOMES
AND OPPORTUNITIES
LINK TO BUSINESS
MODEL AND STRATEGY
28
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
RIGHT:
Our Board members
and property teams on
a London property tour
in November 2023
FAR RIGHT, TOP:
Our launch event of Artesian,
Prescot Street, London,
in November 2023
FAR RIGHT, BOTTOM:
Our launch event of The
Coade, London, in June 2023
Tenants
• Improvements to
communal areas to
meet tenants’ needs
• Input into tenants’
refurbishments
• Implementation of
sustainability initiatives
and data platform
• Tenant meetings
• Tenant surveys
• Pilot implementation
of building specific
“Tenant CLS App”
Suppliers
• Working towards
sustainable practices
• Support fair tendering
processes with feedback
from suppliers
Communities
• Improvements in
public realms
• Financial and in-kind
support for local charities
and other organisations
• Implementing CSR
programme
• Quarterly review meetings
• Supporting local
with principal suppliers
• Fair tendering process
to ensure we work in
organisations in the
areas in which we invest
• Working closely with
partnership with suppliers
communities and councils
on refurbishment and
development projects
• Programme of
refurbishments and
modern design fit out
• Active asset, property and
facilities management to
deal with issues quickly
• Obtain commitments from
• Increase in funding for local
relevant suppliers in line
with requirements from
the living wage foundation
charities and organisations
• Adapted refurbishments/
redevelopments in light
• Ensure communication of
of feedback
Group objectives to enable
• Commitment to the Group’s
• Enhancing communications
collaborative approach
policy of prompt payment
through online portals
of invoices
OUTCOMES
AND OPPORTUNITIES
LINK TO BUSINESS
MODEL AND STRATEGY
PRIORITIES IN 2023
PRIORITIES IN 2023
Employees
Investors
Financial institutions
• Monitor staff engagement
• Enhance CLS culture
through wellbeing
measures
• Highlight quality and future
• Ongoing compliance with
readiness of portfolio
• Address the disparity
between share price
and NTA
• Long-term growth strategy
• Impact of rising interest
rates and inflation
loan covenants
• Economic and market
research and trends
• Sustainability initiatives
HOW WE ENGAGED
HOW WE ENGAGED
• Open door policy for
• Q&A session at
• Frequent meetings with
raising issues
• Our Workforce
Advisory Panel
• Operation of anonymous
whistleblowing hotline
• Staff survey
• More all staff meetings
hosted by the CEO and
SLT to maintain open lines
of communication
• CSR initiatives including
group volunteering days
and social events
• Act upon outcomes
of staff survey
analyst presentations
all lenders
• Regular meetings
with investors
• Feedback through
our key advisors
• Continued review of
portfolio
• Development of new
website highlighting
quality and future
readiness of portfolio
• Presentations to and
from institutions
• Invitations to property tours
• Communication of
Group strategy
at individual meetings
• Regular updates on
portfolio changes
• Ensuring best practice in
compliance reporting
OUTCOMES
AND OPPORTUNITIES
LINK TO BUSINESS
MODEL AND STRATEGY
29
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Section 172 statement
Our approach to Section 172
Overview
The Board recognises the importance of the views
of key stakeholders in its decision-making process
and the execution of its strategy. It believes these
to be crucial in maintaining a reputation for high
standards of business conduct, and a Group that
people want to work for and to do business with.
Our key stakeholders are set out on pages 28
to 29 and illustrate how the Group has engaged
and consulted with them. This approach is
reflected in the Board’s decision-making
process and examples of key decisions are
set out in this section.
To support the recording and reporting of our
section 172 obligations, Board papers are written
so that they include a specific section detailing
how the decision the Board is being asked to
make would affect key stakeholders. In some
circumstances it has led to decisions being
amended to reduce the impact on certain
stakeholder groups.
Meeting tenants and employees (including those
below senior management level) through our
property tours and Board presentations together
with individual meetings with members of staff
and external advisors on specific topics, provides
an excellent platform to understand the views of
our key stakeholder groups.
The Board also receives regular reports and
feedback from meetings with investors and
analysts, which provide further insight and
discussion on the views of investors.
The Board undertook two property tours in Paris
and London in 2023, where Board members were
able to interact with employees below Board level
and external advisors. They were able to see the
locations of our buildings and understand the
changing needs of tenants through different
styles of fit out and design. They also met
with a number of tenants which enabled
them to receive first hand feedback.
30
RELEVANT DISCLOSURES
The likely consequences
of any decision in the
long term
The interests of the
Company’s employees
The need to
foster business
relationships with
suppliers, customers
and others
RELEVANT DISCLOSURES
page 30
Company Purpose
page 82
Dividend Policy
page 66
Company Culture
page 101
Modern Slavery
page 40
Diversity and Inclusion
pages 16-21
Our Business Model
pages 16-21
Our Business Model
Sustainability Report
Employee Engagement
pages 10-23
Performance Review
pages 10-23
Performance Review
Sustainability Report
Our People
page 32
Sustainability
RELEVANT DISCLOSURES
The impact of the
Company’s operations
on the community and
the environment
RELEVANT DISCLOSURES
page 30
Purpose and vision
page 32
Sustainability
page 41
TCFD
pages 10-23
Performance Review
page 77
Whistleblowing
The desirability of the
Company maintaining
a reputation for
high standards
of business conduct
page 77
Internal Controls
page 30
Purpose and vision
page 32
Sustainability
page 77
Whistleblowing
Sustainability Report
Responsible Payment
Practices
page 32
Sustainability
page 77
Whistleblowing
The need to act fairly
as between members
of the Company
page 64
Annual General Meeting
page 82
Dividend Policy
pages 28-29
Stakeholder Engagement
page 32
Sustainability
Purpose-led considerations
Our purpose is to transform office
properties into sustainable, modern
spaces that help businesses to grow.
Our investments are based on long-
term vision, continually modernising
our portfolio into viable, future focused
and sustainable properties.
Our vision is to be a leading office
space specialist and a supportive,
progressive and sustainably focused
landlord. We achieve this by aligning
our strategic vision to our tenants’
business ambition, reinforcing our
diversification in our key markets and
elevating the importance of sustainability
across all aspects of our business.
Our four key values of: collaboration
gets the job done; our tenants our focus;
agility unlocks opportunity; and openness
creates closeness, define our culture.
Together, these underpin the decisions
made at every level across the Group.
PURPOSE
VISION
STRATEGY
CULTURE
See page 66
DECISION
MAKING
See pages
30-31 & 62-63
STAKEHOLDERS
See pages
28-29
2030 GOALS
See page 32
RISKS
See pages 48-53
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Dividend Considerations
The Company’s progressive
dividend policy supports the
long term strategic plan and
provides an attractive return
to shareholders.
Through the annual strategic
plan, the Board monitors the
Group’s cash flow position as a
result of our desire to reinvest
and grow the portfolio, and
support our vision to be a
leading office space specialist
and a supportive, progressive
and sustainability-focused
commercial landlord.
Consideration of S172
impacts by the Board
in its decision making
INVESTORS (5)
The Board concluded that given the
financial and operational performance
of the Group against an uncertain
macro-economic background, the 2023
interim dividend was paid at the same
level as the previous year. The Board
reviewed the financial and operational
performance of the Group during 2023
and deemed it appropriate to pay a final
dividend of 7.95 pence per share.
EMPLOYEES (4)
The Board considered how this would
benefit and reward employees who own
shares in CLS and also the impact it
would have on the Share Incentive Plan.
It concluded that there were significant
benefits in rewarding employees through
the performance of the Group.
Refinancing Agreements
Securing the right finance
remains one of the key tenets
of CLS’ business model and
strategy and has delivered
significant value to our
stakeholders. As the property
and financing markets have
become more challenging post
pandemic, we have prioritised
building in greater flexibility
to our financing agreements
to mitigate against this. We
refinanced and extended a
number of our 2023 and
2024 maturity loans this year
and successfully executed
committed Revolving Credit
Facilities totalling £50m. The
execution of our financing
strategy in 2023 helped our
weighted average debt maturity
and liquidity position, which
was a significant achievement
in the current economic climate,
giving us greater flexibility.
Consideration of S172
impacts by the Board
in its decision making
INVESTORS (1) (2)
The execution of our financing strategy
materially reduced the Group’s liquidity
and refinancing risks, enhancing our
resilience in the current economic
climate and giving our investors
confidence that the company will
continue to deliver on its strategy.
FINANCIAL INSTITUTIONS (1)
The amended financing agreements we
entered into this year have strengthened
our relationship with our lenders and
ensured that the terms remain favourable
and beneficial to all parties. Our new
agreements we are party to have also
allowed us to build relationships with
lenders and ultimately expand our network
for financing options in the future.
Monitoring
Sustainability
This year we have focused on
the implementation of our
strategy and monitoring ESG
focus areas. Numerous projects
were carried out throughout the
year in collaboration with the
regional property teams. It was
estimated that these projects
would save approximately 1,000
tonnes CO2e per annum and
would put us on track to achieve
our energy and carbon reduction
target of 4% per year in future
years. We also conducted a
review of our sustainability
reporting and benchmarking
frameworks, which concluded
that CLS is aligned with best
practice in this area. Given our
level of reporting, we carried out
a competitive tender process for
a sustainability data platform to
provide better data reporting
and further automation of
energy consumption data,
resulting in more accurate,
timely and reliable data that
would also enable easier
third-party verification.
Consideration of S172
impacts by the Board
in its decision making
COMMUNITIES/ENVIRONMENT (1)
(3) (6)
Oversight of our Social Value Framework
and CSR initiatives ensures we deliver
on our objectives for the communities
in which we invest, promoting education,
employment and our long-term strategic
aims to become Net Zero by 2030.
TENANTS (1) (2)
Our Sustainability Strategy is designed
to support our purpose which is to
provide sustainable office space that
helps businesses grow. The Sustainability
Committee is able to monitor and ensure
that we are on track to meet our targets
which in turn deliver cost savings for
tenants through various energy
efficiency measures.
KEY – SECTION
172 CRITERIA
1
The likely consequences
of any decision in the
long term
2
The need to foster the
Company’s business
relationships with
suppliers, customers
and others
3
The desirability of the
Company maintaining
a reputation for
high standards of
business conduct
4
The interests of the
Company’s employees
5
The need to act fairly
between shareholders
6
The impact of the
Company’s operations
on the community and
the environment
31
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION ESG overview
Sustainability Strategy to 2030
A positive environmental impact
We will invest in our properties and
collaborate with occupiers to sustainably
manage natural resources, support local
environments and build resilience to climate
risks; delivering future-ready assets.
Net Zero Carbon Pathway
See page 37 for details.
l
a
t
n
e
m
n
o
r
i
v
n
E
l Creating shared value
a
i
c
o
S
We will create and share value with our
stakeholders by engaging collaboratively with
our occupiers, supporting local communities
and partnering with our supply chain.
Social Value Framework
See the Social section of the 2023
Sustainability Report for details.
Strong governance and transparency will
provide the basis for demonstrating our values,
supporting people and working with our
stakeholders to uphold high standards.
e Being a responsible business
c
n
a
n
r
e
v
o
G
See the Governance section of the 2023
Sustainability Report for details.
Monitoring and regulatory reporting
Our Sustainability Strategy maps the journey
CLS will take up to 2030, with the key targets and
milestones set appropriately to reflect the position
we are starting from against each material element.
Our strategy is summarised below.
We believe that sustainable outcomes and
shareholder returns are not a zero-sum game.
Properly valuing and integrating sustainability
risks and opportunities into our business strategy
provides resilience to future disruption and
unlocks potential future growth.
Our strategy takes steps to prepare and adapt
our business before regulation requires it, or
the environment and our customers demand it.
A more sustainable operating model reduces
material risks to our reputation and balance sheet.
Crucial to this is our commitment to being a net
zero carbon business by 2030.
The fundamentals remain the same. We
are working in line with globally recognised
sustainability frameworks and targets to have
a positive environmental impact, create shared
value with our stakeholders and be a responsible
business with strong governance and transparency.
We continue to recognise the importance of addressing
the environmental and social challenges that
underlie a more sustainable future.
Explore deeper with our Sustainability Report
This year we have decided to give sustainability
prominence by creating a separate Sustainability
Report published alongside our Annual Report.
This fills the need of our stakeholders, including
the numerous relevant ESG and sustainability
reporting frameworks, for greater specialist data
and information to provide necessary transparency.
Our Sustainability Report provides a deep dive on
the data and the work behind making CLS a more
sustainable business and driving our ESG agenda.
Sustainability remains an integral part of our
overall strategy and we are getting on with
implementation, showing clear results with
significant energy savings, and progressing with
2023 ESG
HIGHLIGHTS
SOLAR PHOTOVOLTAIC
PANELS INSTALLED
EQUIVALENT SOCIAL VALUE GENERATED
(EXCLUDING SUPPLY CHAIN)
NET ZERO
CARBON PATHWAY
PROJECTS COMPLETED
111 kWp
£261,949
73
PROPORTION OF TOTAL GROUP
ELECTRICIT Y FROM RENEWABLE
OR CARBON-FREE SOURCES
>99%
EMPLOYEE VOLUNTEERING
HOURS GIVEN TO COMMUNIT Y
AND CHARITABLE ORGANISATIONS
985 hours
REDUCTION IN LIKE-FOR-
LIKE SCOPE 1 AND 2 CO 2
EMISSIONS FROM 2022
5%
32
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT ESG overview continued
2023 in review
making our buildings more efficient and future-
ready. We have delivered on some of our
commitments from our strategy, including
becoming a Accredited Living Wage Employer.
This year we completed the rollout of rooftop solar
photovoltaics (PV) and electric vehicle (EV) charging
in the UK and improved many of our EPC ratings to
position our assets as the most sustainable offerings
in some local markets.
Our work on delivering social value in the
communities we operate in continued with a new
focus on skills for young people and helping their
readiness for work through a new partnership with
the National Literacy Trust.
Performance and Progress in 2023 Focus Areas
We made good progress against the targets we set
ourselves for sustainability focus areas this year:
making progress or fully achieving 17 out of 18
targets. Crucially, we are seeing energy reductions
in line with our Net Zero Carbon (NZC) Pathway.
We were ahead of our energy reduction targets for
the year. The impact of our projects is showing more
broadly in energy reductions particularly as we were
able to tune the operation of some major buildings.
In France and Germany, there was some short term
impact of energy efficiency measures. Importantly,
we made progress in all three of our countries in
different areas.
There has been a decrease in like-for-like landlord
gas consumption of 7% across the Group. Similarly,
electricity consumption in landlord spaces has
decreased by around 8%, primarily resulting from
energy efficiency projects.
Unfortunately, our progress on energy reduction was
offset by higher electricty and district heating carbon
factors, caused by the impacts of the Ukraine war
on European energy markets. As a result, our total
Scope 1 and 2 GHG (Greenhouse Gas) emissions,
using location-based carbon factors, reduced by 5%
like-for-like, but slightly increased on an absolute
basis, in 2023. This short-term carbon factor
increase, meant we were above our NZC Pathway
target, but in line with the target we set ourselves.
Scope 3 emissions were similar to last year
primarily due to our continued spending on major
construction and refurbishment projects. However,
we recognise improvements are required to our
Scope 3 calculation methodology to measure our
emissions more accurately.
A further 73 energy projects were completed in
2023 saving an estimated 741 tonnes CO2e (tCO2e).
This was less than planned, due to some scaling
back of capital expenditure. However, over 50%
of our UK properties are now rated EPC A or B.
Sustainability
remains an
integral part
of our overall
strategy and we
are getting on with
implementation,
showing clear
results with
significant
energy savings.
For more
detail, please
visit our
website to
read our
Sustainability
Strategy
and 2023
Sustainability
Report
Our rooftop PV and EV charger roll out came to
an end in the UK with a final 111 kWp installed at
5 sites and a further 20 EV chargers for tenants.
Water consumption (in absolute terms) increased
in line with more people returning to the office.
Waste across our managed buildings decreased;
this was due to monitoring work. On a like-for-like
basis, there were reductions of -3% and -14%
respectively, once acquisitions and disposals
are removed. Our waste data calculation will
be improved in the coming years.
We have maintained the social metrics upon which
we report. Notably, board gender balance improved
whilst employee gender balance and turnover
remained steady. See the Social section of the
separate Sustainability Report for more commentary.
CSR and social value remain important. We held
numerous volunteering events this year, with
nearly 1,000 hours of employee time given and
nearly £86,000 of donations to charities in our
focus areas.
We updated 30 BREEAM In-use ratings this year
in our UK and French portfolios and achieved
a minimum of ‘Good’ for these, showing our
properties are on track to be fit for a sustainable
future by meeting or exceeding anticipated future
regulatory requirements. This approach is
mirrored in major refurbishments and acquisitions
as they occur, with The Coade and Artesian
achieving BREEAM ‘Excellent’ for new build and
refurbishment respectively.
Metrics and Framework Alignment
We align to EPRA sBPR (Sustainability Best
Practices Reporting), SASB (Sustainability
Accounting Standards Board) and GRESB
(Global Real Estate Sustainability Benchmark)
frameworks and report in accordance with the
SBTi (Science Based Targets initiative) and
CRREM (Carbon Risk Real Estate Monitor).
We are well placed to report in line with the coming
standards from the ISSB (International Sustainability
Standards Board) as well as the EU’s CSRD
(Corporate Sustainability Reporting Directive).
The table overleaf shows a summary of key metrics
for 2023. The full tables, with splits by country, can
be found in the rear of the separate Sustainability
Report. These include all the disclosures for EPRA
sBPR guidelines, geographical splits of the data and
the table of SASB indicators. This year we have
again provided our annual sustainability data as a
downloadable file from our website (in CSV format
for easy use).
33
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION ESG overview continued
EPRA sBPR Summary data
GHG EMISSIONS
(GHG-Dir-Abs, GHG Indir-Abs, GHG-Dir-LfL, GHG-Indir-LfL)
Absolute
Like-for-Like
Scope 1 GHG emissions (Direct)
Gas
Gas oil
Diesel
Fugitive emissions
Scope 2 GHG emissions (Energy Indirect – Location-based)
Electricity (location-based)
Purchased Heat (location-based)
Scope 2 GHG Emissions (Energy Indirect – Market-based)
Electricity (market-based)
Purchased heat (market-based)
Scope 3 GHG Emissions (Other Indirect)2
Upstream emissions2
Downstream emissions2
Total Scope 1 and 2 GHG emissions (Location-based)
Progress against NZC Pathway target
2023
tCO2e
4,8091
3,811
8
5
985
7,5151
4,034
3,481
8861
23
863
92,2461
61,181
31,064
12,3241
10,7696
2022
tCO2e
4,858
4,177
14
8
7933
7,354
4,080
3,274
1,103
2
1,102
86,784
61,488
25,296
12,212
–
Total Scope 1, 2 and 3 GHG emissions (Location-based)
104,565
98,996
Difference %
(1)%
(9)%
(40)%
(35)%
24%
2%
(1)%
6%
(20)%
1,433%
(22)%
6%
(1)%
23%
1%
14%1 9
6%
2023
tCO2e
4,590
3,654
8
5
512
6,516
3,752
2,763
653
11
642
–
–
–
2022
tCO2e
4,6595
3,9235
14
85
7143 5
6,6055
3,7295
2,8765
9335
0
9335
–
–
–
10,695
11,2645
–
–
–
–
Difference %
(2)%
(7)%
(42)%
(38)%
(28)%
(1)%
1%
(4)%
(30)%
–
(31)%
–
–
–
(5)%
–
–
ENERGY CONSUMPTION
(Elec-Abs, DH&C-Abs, Fuels-Abs, Total Energy-Abs, Elec-LfL, DH&C-LfL, Fuels-LfL, Total Energy-LfL, IF-RE-130a.2, IF-RE-130a.3)
Electricity
Total purchased electricity for landlord spaces
Total purchased electricity sub-metered to occupiers
Total electricity generated through on-site PV
Total electricity generated through on-site CHP
Proportion of electricity obtained from renewable sources
Grid electricity consumed within head offices
District Heating and Cooling
Total landlord purchased district heating and cooling
Proportion of district heating and cooling obtained
from renewable sources
Fuels
Total direct fuel consumption for landlord spaces
Total direct fuel consumption sub-metered to occupiers
Totals
Total Group energy consumption in landlord spaces
Total Group energy sub-metered to occupiers
Total energy consumed in head offices
INTENSITY METRICS
(Energy-Int, GHG-Int, Water-Int)
Absolute
Like-for-Like
2023
kWh
2022
kWh
Difference %
2023
kWh
2022
kWh
Difference %
18,586,145
7,463,012
976,633
385,952
99.5%
163,467
20,277,919
7,978,663
706,787
502,300
99.9%
190,675
(8)%
(7)%
38%
(23)%
(0.4)%
(14)%
17,000,755
7,303,085
962,714
18,391,0475
7,323,7475
689,9895
385,912
99.9%
163,467
502,300
99.9%
190,675
11,088,580
11,521,889
(4)%
8,897,912
10,181,1325
(8)%
(0.3)%
40%
(23)%
0%
(14)%
(13)%
11%
14%
(24)%
13%
16%5
(170)%
20,885,971
16,073
22,966,497
11,306
51,923,2821
7,479,085
55,975,391
7,989,969
163,467
190,675
(9)%
42%
(7)%
(6)%
(14)%
20,010,218
16,073
21,571,4285
11,306
47,257,552
7,319,158
51,335,8955
7,335,0525
163,467
190,675
(7)%
42%
(8)%
(0.2)%
(14)%
Total building energy intensity
103
117
(12)%
111
1285
(14)%
Absolute
Like-for-Like
2023
2022
Difference %
2023
2022
Difference %
kWh/m2/year
kWh/m2/year
kWh/m2/yr
kWh/m2/yr
Total Scope 1 and 2 emissions intensity
Total Scope 1, 2 and 3 emissions intensity
Total building water intensity
34
kgCO2e/m2/yr
kgCO2e/m2/yr
kgCO2e/m2/yr
kgCO2e/m2/yr
211
182
22
182
(3)%
0%
22
–
265
–
m3/m2/yr
m3/m2/yr
m3/m2/yr
m3/m2/yr
0.37
0.33
12%
0.34
0.315
(17)%
–
7%
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT WATER AND WASTE
(Water-Abs, Water-Lfl, Waste-Abs, Waste-LfL, IF-RE-140a.2)
Absolute
Like-for-Like
2023
m3
2022
m3
Difference %
2023
m3
2022
m3
Difference %
Water
Total landlord-obtained water
Waste6
Total waste collected
Total non-hazardous waste
Total hazardous waste
Total waste recycled
Total waste incinerated with energy recovery
Proportion of waste recycled
Proportion of waste incinerated with energy recovery
212,9981
tonnes
181,752
tonnes
1,2511
1,2511
01
6191
6321
49%1
51%1
SOCIAL METRICS
(Diversity-Emp, Emp-Training, Emp-Dev, Emp-Turnover, H&S-Asset)
Gender Diversity
All employees – % of female employees
Board of Directors – % of female employees
Training
Average hours of training – all employees
Performance Appraisals
Percentage of all employees who received performance appraisals
Turnover
Total number of new employee hires
Total rate of employee turnover
Health and Safety
Percentage of assets with health and safety assessments
17%
(12)%
(12)%
(100)%
(18)%
(5)%
(4)%
4%
164,035
tonnes
1,084
1,084
0
543
541
50%
50%
2022
49%
33%
37
100%
203
25%3
100%
168,6555
(3)%
tonnes
1,2555
1,2555
0.1
6795
5765
54%
46%
(14)%
(14)%
(100)%
(20)%
(6)%
(4)%
4%
Difference %
(2)%
21%
243%
–
(15)%
-
–
1,422
1,422
0.1
755
667
53%
47%
2023
48%
44%
10
100%8
17
25%
100%
1 2023 figure Independently Assured by DNV.
2 CLS currently only reports absolute Scope 3 emissions, therefore no like-for-like breakdown has been provided.
3 Figure restated due to use of revised calculation method.
4 Figure restated due to replacement of estimated data or availability of new data.
5 Figure restated with revised set of buildings aligned with EPRA sBPR guidelines.
6 2023 NZC Pathway target total Scope 1 & 2 emissions (absolute) (not including new buildings in 2023).
7 This figure was likely under-reported due to new introduction of LEARN system, tracking employee training.
8 Excluding employees on maternity leave and fixed term contractors who are not subject to annual appraisals.
9 Percentage difference between NZC Pathway target and actual Scope 1 and 2 emissions.
Regulated Reporting and Methodology
The disclosures included in this ESG section cover
the following reporting requirements that we are
subject to as a UK publicly listed company:
• Greenhouse gas (‘GHG’) reporting requirements
defined within the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013
• Energy reporting requirements under the
Streamlined Energy and Carbon Reporting
(‘SECR’) requirements in the Companies
(Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report)
Regulations 2018
• Climate-related financial disclosures consistent
with recommendations from the Financial
Stability Board’s Task Force for Climate-Related
Financial Disclosures (TCFD); as required under
the Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations 2022
The scope, boundary and methodology adopted
for the calculation of the Scopes 1, 2 and 3 GHG
emissions, SECR metrics, and other environmental
and social indicators are set out in the Sustainability
Metrics: Scope, Boundaries & Methodology section in
the back of our detailed Sustainability Report.
Independent Assurance
For the fourth consecutive year we engaged DNV,
an independent expert in assurance and risk
management, to undertake limited independent
assurance. The assurance scope covers water,
waste, energy and Scope 1, 2 and selected Scope 3
greenhouse gas emissions, EPRA sBPR metrics
as well as progress on our NZC Pathway.
The specific metrics that have been subject to
assurance are identified in the summary data table.
A copy of DNV’s
Assurance
Statement can
be found on
our website
35
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION We will also still continue work on improvements
in other environmental areas like biodiversity and
waste alongside our continuing programme of
green building certifications using BREEAM In-use.
On social value, our goal is to focus our work
better, broaden our measurement and continue to
grow our social value particularly around helping
young people with skills.
We will also focus more heavily on compliance as
we seek to address the incoming EU Corporate
Sustainability Reporting Directive and French
Décret Tertiaire regulations.
ESG overview continued
ESG priorities for 2024
In the year ahead our key priority is to continue
building on our work to deliver energy and carbon
reductions and again be in line with or ahead of
the reductions planned in our NZC Pathway. This
includes a focus on energy optimisation of
buildings, further roll out of energy efficiency
measures and ensuring our metering systems
are robust and automated as much as possible.
A bigger focus on engagement with tenants
and our supply chain, is key to improving
Scope 3 GHG emissions (our largest segment
of emissions), social value and other
environmental metrics.
With the implementation of a state-of-the-art
online data platform we also want to better
share insights and reporting with our occupiers
and stakeholders.
Focus Areas
• Reduce carbon emissions and energy use in line
with the NZC Pathway model (3% like-for-like)
• Ensure the business is working towards
compliance with key future regulations (i.e.
MEES, Decret Tertiare, Decret BACS, ISSB
standards / TCFD and CSRD / EU taxonomy)
and better measure progress
• Improve the efficiency and effectiveness of
sustainability reporting by rolling out a new
sustainability data platform and reviewing
utilities metering
• Build CLS’ reputation externally on
sustainability and ensure EPRA award
and GRESB rating are maintained
• Increase engagement with our tenants and
supply chain, including data collection and
reporting, to improve sustainability KPIs
(e.g. Scope 3 GHG emissions, energy, waste,
water and social value)
• Implement key actions to improve compliance
with prompt payment code
• Further grow our social value focussing
on measures under ‘Improved employability
of young people’ outcome
36
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT ESG overview continued
Spotlight on Net Zero Carbon Progress
Our Net Zero Carbon Pathway is built from
asset-level energy audits creating a robust
technical evidence base of the energy and carbon
saving opportunities and costs for each property.
These have been aggregated into a Group-wide
model to calibrate our targets, strategy and capital
expenditure plans. In addition, they have been
incorporated into individual asset management
plans to enable strategic decisions about the
refurbishment, sale or full redevelopment of
assets to be made.
Our Net Zero
Carbon Pathway
includes a 65%
reduction in Scope
1 and 2 GHG
emissions and a
27% reduction in
Scope 3 emissions
by 2030.
Where refurbishment is viable, the projects
highlighted in the energy audit are incorporated into
Net Zero Carbon Asset Management Plans for each
building to ensure the optimal timing and allocation of
capital over the course of the pathway to achieve our
carbon reduction targets. These plans have resulted in
a timeline of carbon reduction through to 2030 which
will be constantly updated as expenditure is incurred
at each asset. These plans are reviewed and improved
each year to incorporate technology improvements as
well as any acquisitions or disposals.
Net Zero Carbon Pathway to 2030 Summary
Diagram to explain better
Adjusted
baseline
Business
as usual
Electricity de
carbonisation
Energy
efficiency &
F-Gas phase
down
Maximise
onsite solar
energy
Upstream &
downstream
measures
Carbon
offsets
We have included the full portfolio of buildings
in our NZC Pathway and report on progress against
our targets, projects completed and delivery costs.
The pathway includes a 65% reduction (giving a
buffer on our 42% commitment) in Scope 1 and 2
GHG emissions and a 27% reduction in Scope 3
emissions by 2030 against a 2020 baseline. The
plans are aligned to meet or exceed our SBTi
target (42% reduction required) as well as the
CRREM pathways for 2030.
Residual carbon emissions in 2030 will be
addressed with appropriate and robust carbon
offsets. We are continuing to monitor options for
offsets and will provide more details once the
regulatory environment is more certain.
This year we have been working to verify that our
NZC plans for each building in the UK and France
align with planned regulatory changes (MEES in the
UK and Decret Tertiare in France). Initial results are
positive showing measures and costs are aligned,
but work on this will continue next year.
Energy Efficiency and Carbon Reduction Projects
During 2023, we continued to deliver a variety of
projects to improve energy efficiency and reduce
energy costs in our buildings in the UK, Germany
and France.
We completed 73 carbon reduction projects
from the NZC Pathway at a cost of £4.8 million.
The projects save an estimated 741 tCO2e
annually; an increase of 21% over 2022. Similar
to 2022, they included:
• Building refurbishment with window
replacement (e.g. 9 Prescot St in the UK);
• Replacement of heating, ventilation and
cooling plant and equipment with higher
efficiency units;
• Replacing old extractor fans and old motors
in air handling units with speed-controlled
EC equivalents;
• Electrification of heating using heat pumps;
• Improving ventilation fan controls in car
parks and toilets (e.g. carbon monoxide
and time controls);
• Replacing old light fittings in common areas
and tenant areas, including emergency lighting
and external and carpark lighting with LED
lighting and automatic lighting controls;
• Upgrades to controls including introducing
Building Management Systems (BMS)
and trialling continuous artificial intelligence
BMS optimisation; and
• Installing roof-mounted solar PVs.
In addition, there were also simple
operational changes:
• BMS and control systems adjustments where
they were inefficiently deviating from optimum
settings; and
• Further rollout of pioneering new air handler
enzyme cleaning, piloted in 2022, to reduce
pressure drops, improve heat transfer and
consequently reduce fan and chiller / boiler
energy use.
37
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION ESG overview continued
Spotlight on Net Zero Carbon Progress
An example of a completed project is the
refurbishment of The Artesian. Full HVAC, lighting
and window replacements as well as a new BMS
and 16 kWp PV installation, mean the fully electric
building is estimated to achieve savings of 140
tCO2e per year.
We continued to expand our coverage of Automatic
Meter Reading (‘AMR’) technology across our utility
supplies in 2023. 77% of our main utility meters in
managed assets now have AMR and for water
supplies these include added smart leak detection.
Streamlined Energy and
Carbon Reporting (SECR)
As a listed company, we are required to report
to SECR regulations. The table below provides
a summary of the required measurables (aligned
to the EPRA sBPR performance measures on
page 34). This, with the previous section on Energy
Efficiency Projects, forms our disclosure. More
detailed figures are provided in the Sustainability
Report in the Extended Sustainability Metrics
section along with calculation details in the
Scope, Boundaries & Methodology section.
SECR Measurables
Global Scope 1 & 2 GHG
emissions
(GHG-Indir-Abs-Scope
1 & Scope 2) tCO2e
GHG Emissions
intensity ratio (GHG-
Int) – Scope 1 & 2
emissions per net
lettable floor area
kg CO2e/m2
Underlying global
energy use
(Total Energy-Abs) kWh
UK energy use
(Total Energy-Abs) kWh
Offshore energy use
(Total Energy-Abs) kWh
2023
12,324
2022
%
Change
12,212
0.9%
21
22
(2.7)%
51,923,2821
55,975,391
(7.2)%
23,194,699
26,437,689
(12.3)%
28,728,583
29,537,702
(2.7)%
1 2023 figure Independently Assured by DNV
2 tCO2e
Scope 3 GHG Emissions Selected Categories
Category 1: Purchased goods and services
Category 2: New construction and other capital goods
Category 3: T&D and WTT losses
Category 5: Water and waste treatment
Category 6: Business travel
Category 7: Employee commuting, including homeworking
Category 13: Sub-metered utilities, & occupier-controlled utilities
Total Scope 3 GHG Emissions Selected Categories
38
5
6
1
1. SCOPE 1 GHG EMISSIONS2
2. SCOPE 2 GHG EMISSIONS2
SCOPE 3 GHG EMISSIONS2
3. DOWNSTREAM LEASED ASSETS
4. PURCHASED GOODS AND SERVICES
5. NEW CONSTRUCTION & OTHER
CAPITAL GOODS
6. WASTE GENERATED IN OPERATIONS,
WATER, EMPLOYEE COMMUTING INC.
HOMEWORKING, BUSINESS TRAVEL,
FUEL AND ENERGY RELATED
ACTIVITIES
4,809
7,515
31,064
5,706
53,937
1,536
2
3
4
TOTAL GROUP SCOPE 1, 2
AND 3 GHG EMISSIONS
2023 (TONNES CO 2e)
104,565
CLS GHG INTENSITY AGAINST
CRREM V2 PATHWAY
CLS NET ZERO
CARBON TRAJECTORY
CRREM v2 GHG intensity
CLS GHG Intensity
Target GHG Intensity
Projections
Actual
2019
2020
2021
2022
2023
2019
2020
2021
2022
2023
2023
tCO2e
5,7061
53,9371
1,1451
701
2531
681
31,0641
92,243
2022
tCO2e
6,264
53,639
1,261
79
180
64
25,296
86,783
Difference %
(9)%
1%
(9)%
(12)%
41%
10%
23%
6%
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
ESG overview continued
Environmental Summary
2023 Focus Areas and Performance
TARGET
PERFORMANCE
Reduction in carbon emissions and energy use in line
with the NZC Pathway model (4% like-for-like) and
completion of relevant planned NZC energy efficiency
and PV projects
Reduce energy Intensity in top 15 energy consuming
buildings by more than 5% compared to 2022
Maintain or improve EPC (or country equivalent) ratings
including having plans to upgrade all D rated buildings
in UK
Undertake pilot assessments on development and
refurbishment embodied and whole life carbon for
achieving net zero carbon buildings including carbon
credit offset purchases
Increase smart meter rollout for all utilities
to >80% coverage
Undertake waste education initiative at assets covering
>80% waste generation
Release Biodiversity net gain and rewilding plan and
commence implementation
Update portfolio to BREEAM In-use V6 and maintain
or improve ratings with clear plans to reach “Very
Good” or higher
Key Environmental Highlights
PERCENTAGE OF
SMART METERING
ON MAIN UTILITIES
77%
PERCENTAGE OF UK
PROPERTIES RATED
EPC A OR B
53%
Achieved
Partially achieved
Not achieved
• Scope 1 & 2 GHG emissions reduced by 5% like-for-like,
only exceeding the annual NZC Pathway target due to
worsening electricity carbon factors
• Energy use reduced by 8% including district heating use
down by 12%, and landlord electricity down by 8%
• 73 out of 118 planned NZC Pathway projects completed
costing £4.8 million and saving an estimated 741 Tonnes
of CO2e per year
• Made significant gas and electricity reductions at most of
our larger buildings
• Spring Mews had 51% gas savings from recommissioning
the ground source heat pump system
• Electricity use reductions included 16% at Harman House,
18% at Thamelink House and 14% at Hygeia
• Over 50% of our UK properties now have EPCs of A or B
• Some challenges with new EPC calculation method has
meant one building was rerated as E. However, plans are
in place for all EPC D / E rated buildings to reach EPC B
• Embodied Carbon Assessments completed at The Coade
and Artesian (Prescot Street) alongside operational
carbon assessments
• The results showed the need to focus on embodied carbon
reduction of future developments
• Smart metering established in 77% of main utilities
including nearly all electricity and gas meters
• All German water meters include smart leak detection
with further roll out for other regions in 2024
• District heating utility meters unable to have smart
meters fitted currently
• Waste education days held at all poorer performing
UK properties
• Recycling average dropped to 49% and needs further
work to improve
• New biodiversity, rewilding and ecology requirements
included in UK landscape maintenance contract
• Biodiversity and rewilding initiatives based on baseline
assessments deferred to 2024/25
• BREEAM In-use ratings maintained and plans in place for
all rerated buildings to achieve ‘Very Good’
• Artesian (9 Prescot Street) and The Coade in London
achieved BREEAM ‘Excellent‘ under the New Construction
and Refurbishment and Fit-out schemes respectively
39
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION ESG overview continued
Social & Governance Summary
Achieved
Partially achieved
Not achieved
2023 Focus Areas and Performance
TARGET
PERFORMANCE
Improve occupier engagement and experience including
launching online tenant portal, pilot refreshed handbooks
and welcome packs with environmental requirements in
the UK
Grow our social value focussing on measures under
‘Improved employability of young people’ outcome
Improve social value measurement further by covering
more measures from our framework in line with TOMs
and create overall social value calculation
Deepen key charity and community partnerships aligned
to Social Value Framework
Gain and maintain Living Wage Foundation accreditation
• Online tenant portal pilot launched at pilot sites
• Refreshed tenancy fitout sustainability requirements
initiated as part of green lease review
• Increased tenant data requests serviced
• £261,949 Social Value generated (excluding supply chain)
including 985 staff volunteering hours, up 37% from 2022
• Nearly £5,000 increase in value generated for youth
employability outcome
• We have adapted measures in framework adding a
measure where we provide reduced rents for charities
• Delays in supply chain engagement impacted this focus
area and meant we did not measure our supply chain
• New partnership with the National Literacy Trust has
increased hours spent on youth skills and employability
• Two students from local school completed work
experience as part of this
• All CLS employees & relevant contractors compliant
prior to October Living Wage increase
• Living Wage Employer accreditation received
Commence implementation of new Diversity, Equity and
Inclusion plan
• Implemented some DE&I plan elements including cultural
recognition days (more work required in 2024)
Improve compliance with prompt payment code
focussing particularly on % SMEs paid within 30 days
Increase % of Group debt comprised of ESG-linked loans
to above 21%
Provide 90% of employees with 4 hours or more of
job-specific training in sustainability
Create more non-financial incentives (awards &
recognition) to encourage employee action
on sustainability
• Compliance with prompt payment target has not improved
• A new plan has been established by the finance team to
address deficiencies, particularly in the UK. This includes
IT system improvements, employee training, new finance
processes and additional internal reporting
• Group debt proportion of ESG-linked loans maintained
• Sustainability Committee decided to review this goal in
2024. Changes in finance markets mean this goal may not
help the business improve sustainability in the short-term
• ‘Lunch and Learn’ format re-established with 5 sessions
on different aspects of sustainability
• Property team members trained in BREEAM In-use
• Launched new ‘Sustainability Stars’ awards for
employees and contractors to recognise their
contributions to our goals
Key Social & Governance Highlights
EMPLOYEE VOLUNTEERING
HOURS GIVEN
ACHIEVED LIVING WAGE
EMPLOYER ACCREDITATION
EPRA SBPR GOLD
AWARD ACHIEVED
985
EQUIVALENT SOCIAL
VALUE GENERATED
(EXCLUDING SUPPLY CHAIN)
£261,949
40
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
ESG: Climate-related Financial Disclosure
We recognise that the impacts of climate change,
such as higher average temperatures, alongside
changes to technology, markets, policy, regulation
and, consumer sentiment, on the pathway to a net
zero carbon economy, create risks and opportunities
that could have material impacts on the value of the
company and our assets.
CLS has made climate-related financial disclosures
as required under the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations
2022. These are consistent with recommendations
from the Financial Stability Board’s Task Force on
Climate-Related Financial Disclosures (TCFD) which
are now part of the IFRS Sustainability Disclosure
Standards (i.e. IFRS S2) developed by the
International Sustainability Standards Board (ISSB).
This includes: showing how climate change
considerations are integrated into our governance
processes; the potential impacts on our strategy
and financial planning; how they are incorporated in
risk management; and the relevant climate-related
metrics and targets that CLS uses to drive action.
The tables below summarise our responses to the
recommended disclosures under the Governance
and Risk Management pillars of the TCFD
framework and signposts the location of additional
detail within our separate comprehensive
Sustainability Report published concurrently. We
have documented the details of some disclosures
elsewhere (e.g. the Sustainability Report) to meet
the needs of our stakeholders to minimise the
length of the annual report. Taken together, these
reports represent full disclosure against all
recommendations of TCFD.
Visit our Sustainability
Report here
Governance
Reporting Requirements
(as per regulations)
Description of
the governance
arrangements
in relation to
assessing and
managing
climate-related
risks and
opportunities
Additional Information /
References
Governance
Framework
page 67
Risk Management
section page 48
Governance
Framework
page 67
Remuneration
Report page 84
A)
The Board’s
oversight of
climate-related
risks and
opportunities
B)
Management’s
role in
assessing and
managing
climate-related
risks and
opportunities
CLS Holdings Disclosure
The Board has clear oversight of climate-related matters and is
responsible for overseeing our approach to all material climate-
related risks and opportunities. The Board receives regular
briefings on such issues and through CLS’ governance framework,
can effectively delegate to the appropriate sub-committees and
individuals. Given the risks and opportunities arising from climate
change impact various aspects of our operations, the Board’s
sub-committee includes representation from department heads.
This ensures company-wide management of climate-related risks
and opportunities using a “top down, bottom up” approach.
The CEO maintains the overall responsibility for the management
of climate-related risks and opportunities, supported by the COO
and Head of Sustainability. The CLS Sustainability Committee,
which comprises key department leads (including the COO, Head
of Sustainability and regional property heads), forms a key part of
the management structure. As part of the Committee’s quarterly
meetings, the impacts of climate change on the business are
reviewed. Performance against climate related KPIs (outlined in
the KPIs and Targets section below) are assessed to determine if
and what actions are required to manage risks and opportunities.
Actions are assigned to the relevant department heads, ensuring
robust management across all business operations. For further
details on the division of responsibilities across the organisation
and the process by which climate-related issues are communicated,
including upwards to the Board, please see our Governance
Framework. To embed a further level of accountability, we have
linked climate-related performance measures into our Remuneration
Policy for the Executive Directors’ bonuses.
41
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION ESG: Climate-related Financial Disclosure continued
Risk Management
Reporting Requirements
(as per regulations)
Description
of how CLS
Holdings
identifies,
assesses,
and manages
climate-related
risks and
opportunities
A)
Description of
CLS Holdings’
processes for
identifying and
assessing
climate-related
risks
B)
Description of
CLS Holdings’
processes for
managing
climate-related
risks
C)
Description
of how CLS
Holdings’
processes for
identifying,
assessing and
managing
climate-related
risks are
integrated into
CLS Holdings’
overall risk
management
42
Additional Information /
References
Sustainability Report
- Sustainability Risk
Register Summary
2023 section
Sustainability Report
– Climate-related
Risks & Opportunities
section
Sustainability Report
– Climate-related
Risks & Opportunities
section
Climate Resilience
Plan
Risk Management
section pages 48-53
Sustainability Report
– Sustainability Risk
Register Summary
2023 section
Risk Management
section pages 51-53
CLS Holdings Disclosure
Climate-related transition risks and opportunities are identified and
assessed by the CLS Sustainability team and documented in the
Sustainability Risk Register. The Register is reviewed by the Sustainability
Committee on at least an annual basis and, where necessary, updated to
reflect the ever-changing regulatory landscape, global socio-economic
conditions and stakeholder demands, amongst other issues.
Physical risks are identified and assessed on both an asset and
portfolio level using the Jupiter Intelligence ClimateScore Global
platform. Using the latest climate science, we identify risks and assess
the level of exposure of our buildings to a range of acute and chronic
climate hazards, over different time horizons, against different climate
scenarios. Using the platform, we also quantify the level of risk from a
financial perspective, providing oversight of the cost of action versus
inaction. Like transitional risks/opportunities, all material physical
risks are summarised, as applicable, in the Sustainability Risk Register
which is reviewed and updated annually. Both physical and transition
risks and opportunities are reviewed by the Sustainability Committee
in accordance with TCFD guidance and Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022.
To align our assessment of CLS’ key areas of risk and opportunity
associated with climate change to the EU Corporate Sustainability
Reporting Directive (CSRD), we will undertake a double materiality
assessment in 2024, using any variations in results to update the
Sustainability Risk Register, if required.
Fundamentally, climate-related risks and opportunities are managed in
accordance with CLS’ Group-wide approach to risk management. Once
identified, physical and transitional risks and opportunities are managed
using the mitigations and controls outlined within our Sustainability Report
and Climate Resilience Plan. Day-to-day management is owned by the
Sustainability team in conjunction with the Group’s Sustainability Committee,
which meets on quarterly basis. The team has significant knowledge and
experience of climate-related and sustainability matters. In addition, we
utilise the services of expert third party consultants where necessary.
Training and presentations are provided to the Board and management to
maintain up-to-date industry knowledge. The Board has experience in
advising both listed and non-listed organisations on their approach to ESG
matters in the built environment and across corporate disciplines.
The Group risk management strategy involves the ongoing assessment
and management of six principal risks, considered those that have the
greatest impact on our business strategy. The principal risks act as a
centralised risk repository involving an annual evaluation of risk
profiles and an analysis of the impacts on the Group’s business model.
It also provides the structure to assign the appropriate controls.
Sustainability is represented within the six principal risks and
considers climate-related transition and physical risks a “key risk” to
the business. All transition and physical risks are included in the
Sustainability Risk Register which is maintained by the Sustainability
team and reviewed by the Sustainability Committee on at least an
annual basis or when a material change in the risk landscape occurs.
Climate-related risk profiles are reviewed and relevant controls are
assigned based on the ongoing evaluation of the Sustainability Risk
Register. Furthermore, climate risks, opportunities and any necessary
responses are managed across the same time horizons used by the
Group to establish any emerging risks (page 53) ensuring their
inclusion in short, medium and long-term business planning.
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Principal Risks & Opportunities
This section sets out the principal physical and
transitional climate-related risks and opportunities
arising in connection with our operations and the
scenarios, including timeframes, over which these
risks and opportunities develop.
Whilst there has been no material change to our
exposure from last year, this year, we have
re-framed our analysis to better align with the
recommendations of Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations
2022. As such, only the material risks and
opportunities to the business are outlined below.
Further details and risk analysis are presented
in the Sustainability Report including commentary
on the updates to the ClimateScore Global platform
data analysis methodology.
We have assessed the risks and opportunities
presented to the business using two possible climate
change scenarios; a 1.8ºC global warming trajectory
(aligned with Shared Socioeconomic Pathway (SSP) 1
and Representative Concentration Pathway (RCP) 2.6)
and a 4.4ºC trajectory (aligned with SSP 5 and RCP
8.5). Risks and opportunities are also considered
against three different timeframes: short (<1 year);
medium (until 2030); and long-term (beyond 2030).
The two climate change scenarios ensure we identify,
assess and manage risks and opportunities across a
full spectrum of global warming scenarios. The time
frames against which we assess risks and
opportunities have been selected to align with the
Group’s overall approach to risk management (please
see pages 48-53) which outline the time horizons the
Group uses) and to best capture climate-related risks
and opportunities given the nature of our business
and how it operates.
Time Horizon
Our Approach
Short term
(< 1 year)
Medium term
(until 2030)
Long term
(beyond 2030)
Our annual strategic budgeting process combined with the individual NZC Asset
Management Plans (see page 37), ensures that the necessary resource and capital
required to mitigate the impacts of climate change and maximise any opportunities,
is identified and allocated to each property on a yearly basis.
We are acting now, until 2030, to meet the targets set out within our NZC Pathway.
Our NZC Asset Management Plans ensure we respond to both transitional and
physical climate-related risks whilst decarbonising our operations in line with our
science-based target timeframe.
Our assets typically have a lifespan of over 50 years. The identification of long-term
risks (i.e. beyond 2030) is thus critical for our business model, especially
investment allocation and development decisions. Consideration of long-term risks
and opportunities is fundamental in ensuring our portfolio remains resilient in the
decades to come.
43
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION ESG: Climate-related Financial Disclosure continued
Climate-related Physical Risks Summary Table
We have used Jupiter Intelligence ClimateScore Global platform to perform analysis and prioritisation of climate-related physical
risks associated with well-known hazards. These are summarised in the table below. More details of the analysis from the
ClimateScore Global platform is provided in the risk tables in the Sustainability Report including hazard likelihood and impact
ratings. In the review of risks and opportunities by the Sustainability Committee, it was agreed there are currently no material
opportunities associated with physical climate change related to our current business model over and above providing high
quality buildings with strong sustainability credentials which meet regulatory standards.
Scenario
Short term (< 1 year)
SSP 1 / RCP 2.6
(approximately 1.8°C
warming by 2100). A
scenario in line with the
United Nations Climate
Change Agreement of
2015. According to the
IPCC, it requires that
greenhouse gas emissions
start declining
immediately and reach
zero by 2100. This relies
on global implementation
of stringent climate
policies
Low physical risks as
only a small proportion of
our portfolio (4% by NLA)
is exposed to highest
aggregated physical risk
(including extreme cold,
extreme heat, flooding,
windstorms and wildfire).
The most significant risk
to our portfolio is
flooding. 4% of our
portfolio (by NLA) is
located in flood plains
where a 1 in 100-year
event would see flood
depth exceed two metres.
SSP 5 / RCP 8.5
(approximately 4.4°C
warming by 2100).
A ‘business as usual’
high-emissions scenario.
This scenario is consistent
with no major policy
changes or industry
moves to reduce
emissions globally leading
to high atmospheric
GHG concentrations
Low physical risks
as still only a small
proportion of our
portfolio remains
exposed to highest
aggregated physical risk.
The most significant risk
is still from flooding
(11% of properties
deemed at highest, high
or moderate risk based
on ClimateScore Global).
Impacts
Disruption at buildings
leading to reactive
maintenance adding
to operating costs
and possible tenant
dissatisfaction.
Medium term
(until 2030)
Physical
risks and
impacts are
consistent
with the
short term.
Long term (beyond 2030)
Slight increase
in physical risks
but no significant change
to overall portfolio
exposure. For example,
slightly warmer
summers are expected
but these do not pose
significant risk of
heat stress.
Impacts
Slightly increased
disruption at buildings
leading to increased
reactive maintenance
costs and possible
tenant dissatisfaction.
Impacts as above.
Physical
risks and
impacts are
consistent
with the
short term.
Significant increase in
physical risks across the
portfolio from hotter,
drier summers; warmer,
wetter winters and more
frequent severe weather
events. Sea level rise and
increases in river peak
flows put additional
strain on the flood
defences which may
cause flood defence
failures across
the regions
Impacts
Increased disruption
at buildings leading to
significantly increased
reactive maintenance
costs and tenant
dissatisfaction.
Significantly increased
insurance premiums.
Increased capital
allocation for building
retrofit / refurbishment
projects to meet
potentially higher
insurance requirements /
buildings standards.
44
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Climate-related Transitional Risk & Opportunities Summary Table
Climate-related transitional risks were considered during the development of the NZC Pathway. These are reviewed at least
annually by the Sustainability Committee to ensure that any material changes are captured. More detail is provided in the risk
tables in the Sustainability Report including hazard likelihood and impact ratings. Note that we have blended the material
opportunity of increased occupier demand for low-carbon buildings with the risk of failing to provide net zero aligned buildings,
as it can be seen both ways and the resulting actions/mitigation is the same.
Impacts
Capital allocation
for building retrofit /
refurbishment
projects as per our
NZC Pathway and
Sustainability Strategy.
Medium term
(until 2030)
Transitional
risks and
impacts
remain
consistent
with the
short term.
Scenario
Short term (< 1 year)
SSP 1 / RCP 2.6
(approximately 1.8°C
warming by 2100). A
scenario in line with the
United Nations Climate
Change Agreement of
2015. According to the
IPCC, it requires that
greenhouse gas emissions
start declining
immediately and reach
zero by 2100. This relies
on global implementation
of stringent climate
policies
Medium transitional
risks associated with
existing regulations,
for example, MEES
and Décret Tertiaire as
well as local planning
requirements favouring
low embodied carbon
development schemes.
In addition, there is
increasing occupier
and investor demand
for assets with high
sustainability credentials.
Transitional risks
remain consistent
with SSP 1 scenario.
Impacts as above.
Transitional
risks and
impacts
remain
consistent
with the
short term.
SSP 5 / RCP 8.5
(approximately 4.4°C
warming by 2100).
A ‘business as usual’
high-emissions scenario.
This scenario is consistent
with no major policy
changes or industry moves
to reduce emissions
globally leading to
high atmospheric
GHG concentrations
Long term (beyond 2030)
High transitional risks
associated with:
Regulations
including MEES and
Décret Tertiaire;
Carbon tax – potential for
the built environment to be
included in UK Emissions
Trading Scheme;
Operational and embodied
carbon obligations for
development schemes; and
Continued increase in
occupier and investor
demand for ESG.
Significant increase
in transitional risks
like all other commercial
landlords operating in
Europe, as adaptation
measures are adopted
to cope with changes
in climate and the
associated physical risks.
Impacts
Capital allocation
for building retrofit /
refurbishment
projects as per our
NZC Pathway and
Sustainability Strategy.
Increased operating
costs e.g. cost of energy.
Impacts
Increased capital
allocation for building
retrofit / refurbishment
projects outside of
that captured in
NZC Pathway and
Sustainability Strategy.
Increased operating
costs e.g. cost of energy.
Business Model & Strategy Resilience
The tables below outline the financial and strategic impacts of transitional and physical climate-related risks on CLS’ operations
and explains how our business strategy is designed to mitigate and respond to these impacts, ensuring our portfolio and business
model remains resilient in the long-term. We only outline the impact of transitional risk under SSP 1 / RCP 2.6 as this climate
scenario requires the greatest level of transition and already aligns with our financial and strategic planning.
Scenario 1 – SSP 1 / RCP 2.6
Summary risk
Transitional
Financial impact potential
Strategy impact potential
Financial plan impact potential
The Group’s NZC Pathway is underpinned
by individual property energy audits
which identify energy and carbon saving
opportunities. The investment allocated
to deliver the audit findings amounts to
an estimated £65 million over a 9-year
period between 2021 and 2030. We have
integrated the energy audits into individual
Asset Management Plans to enable
strategic decisions about the
refurbishment, sale or full redevelopment
of our assets to be made.
Furthermore, we report against all relevant
mandatory GHG, energy and ESG reporting
frameworks as well as several voluntary
disclosures (see page 33), ensuring we
meet all current and future regulation.
Our Sustainability Strategy, NZC
Pathway and Climate Resilience Plan
align with our business model and
overall strategy. Notably, our active
asset management approach
continuously upgrades our portfolio
of buildings to meet energy and carbon
targets and is manageable within
current planned capital allocations.
Given this, our analysis suggests our
business model and strategy remain
resilient in the short to medium term
to climate-related transition risks in
all scenarios by following the actions
and targets in our Sustainability
Strategy, NZC Pathway and Climate
Resilience Plan.
In the short term, annual budgets
already factor in investment aligned
with the NZC Pathway and
Sustainability Strategy. In the longer
term, our strategic budgets and
investment programme includes the
estimated £65 million from 2021 to
2030 to prevent obsolescence (i.e. not
meeting future climate standards)
and creates a resilient portfolio.
Relative to our peer group
of commercial landlords with
properties in UK, French & German
cities, we see no major differences.
45
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION ESG: Climate-related Financial Disclosure continued
Scenario 1 – SSP 1 / RCP 2.6 continued
Summary risk
Physical
Financial impact potential
Strategy impact potential
Financial plan impact potential
As above, the capital allocated to deliver
the targets set out in our NZC Pathway,
Sustainability Strategy and Climate
Resilience Plan will ensure the
necessary adaptation measures and
mitigating controls are implemented.
Our properties are insured against
all weather hazards and following
discussions with our insurance brokers,
there will be no material change to our
insurance premiums in the medium term.
Our active asset management approach,
in line with our Sustainability Strategy,
NZC Pathway, Climate Resilience Plan
and overall Group strategy, means our
properties undergo a programme of
upgrades and future proofing to address
physical climate risks. This process is
manageable within current planned
capital allocations. As such, we are
confident our business model will
remain resilient in the long term.
As above, annual budgets factor
in investment aligned with the NZC
Pathway, Sustainability Strategy
and Climate Resilience Plan meaning
we expect no material impact on our
future financial planning.
Scenario 2 – SSP 5 / RCP 8.5
Financial impact potential
Strategy impact potential
Financial plan impact potential
In the medium to long-term, whilst our
Sustainability Strategy, NZC Pathway
and Climate Resilience Plan still apply,
we note that capital allocations and
operating costs (e.g. insurance
premiums) may exceed current planning
to meet future standards. However,
we fully expect this will be in line with
our peer group of commercial landlords
with properties in UK, French and
German cities.
The investment allocated to deliver our
NZC Pathway, Sustainability Strategy
and Climate Resilience Plan will ensure
comprehensive and robust mitigation
measures and controls are implemented
across our portfolio. Our analysis of the
short, medium and long-term hazard
levels associated with climate change
across the UK, France and Germany (see
Climate Related Risks & Opportunities
section of the Sustainability Report),
highlight some adaptation measures will
be necessary but this will be covered by
the capex we have already identified and
allocated, in the medium-term.
Our analysis gives us confidence in
the resilience of our strategy, as we
are supporting the transition to a
low-carbon world whilst managing
the impact of climate-related risks
to our portfolio. Although it does not
undermine our overall model as a
commercial landlord, we recognise our
strategy and adaptation measures may
need to evolve in the long term under
a > 4ºC warming (i.e. SSP 5) scenario.
This may involve measures including
divestment of assets which are less
resilient to extreme heat and rainfall
(as part of a holistic asset assessment),
or investment into additional building
infrastructure to limit the impact of
flooding, coastal surge and
extreme heat.
This scenario could also result in
changes to our customers’ and supply
chain partners’ businesses, including
business failures, or supply chain
disruption. Increased due diligence in
supply chain selection may be required,
particularly considering the sourcing of
construction materials which may be
processed or manufactured in countries
where the effects of climate change are
more extreme. We do not expect this to
impact tenant demand for workspace.
Summary risk
Physical
46
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT KPIs & Targets
KPIs for tracking climate-related transition and physical
risks are shown in tables below. More details on the targets
and calculations are in the referenced documents. Some
KPIs are independently assured as indicated in the table.
Note that most targets and KPIs used to manage climate-
related transitional risk are drawn from our Sustainability
Strategy and NZC Pathway and targets for managing
physical risks are taken from our Climate Resilience Plan.
Interim focus areas and targets are established and
reviewed year on year by the Sustainability Committee.
As per the Scope, Boundaries & Methodology 2023 section
of the Sustainability Report, GHG emissions are calculated
in line with the GHG Protocol guidance. Further detail on the
interlinkage between our KPIs and Targets and risks and
opportunities can be found in the Sustainability Report.
Climate-related Transition Risk & Opportunities KPIs & Targets
KPI
Scope 1 and 2
emissions (tCO2e)
EPRA/SASB Reference
2023
GHG-Dir-Abs,
GHG-Indir-Abs
12,3241
2022
12,212
2021
13,894
Total-Energy-Abs
51,923,2821
55,975,391
59,194,444
27,575,210
29,465,669
30,692,654
99.5%
99.9%
On-site renewable energy
generation (MWh)
Elec-Abs
977
707
Fuels-Abs
20,902,044
22,977,803
25,909,886
Energy-Int
103
117
134
Total group energy
consumption (kWh)
Total electricity
consumption (kWh)
Proportion of electricity
sourced from renewable
sources (%)
Elec-Abs
Elec-Abs
Total fuel consumed on
site (kWh)
Building emissions
intensity by floor area
(kWh/m2/year)
Scope 3 emissions (tCO2e)
and selected Scope 3
categories split
GHG-Indir-Abs
92,243
Selected Scope 3
categories on P381
86,783
Selected Scope 3
categories in Table 3 in
Sustainability Metrics
Appendix Annual
Report 2022
EPC (Energy
Performance Certificate)
split of UK portfolio
Cert-Tot
53% EPC A or B
47% EPC C or below
45% EPC A or B
55% EPC C or below
1 KPI performance is independently assured in 2023.
Climate-related Physical Risk & Opportunities KPIs & Targets
92%
469
–
–
Targets & References
42% reduction in
absolute Group Scope
1 and 2 emissions by
2030 (see NZC Pathway
/ SBTi aligned target)
N/A
N/A
100%
N/A
N/A
85 kWh/m2/year
(aligned with 1.5 ºC
CRREM pathway)
Physical intensity
reduction by 20% per
m2 NLA (See NZC
Pathway / SBTi aligned
target / CRREM
aligned target)
Fully MEES compliant
in UK – expected to
be minimum EPC C by
2027, EPC B by 2030.
Fully Décret Tertiare
compliant in France
Number and % by value of
assets located in areas
exposed to high or highest
risk of inland, coastal and
flash flooding – current &
2030 (SSP 5 Scenario)1 2
% Assets with measures
installed to mitigate
flooding (in highest
risk areas)
% Total water withdrawn
in regions with high or
extremely high baseline
water stress
% Assets with adaptation
measures to mitigate
overheating
N/A
2023: 7
8% by value (2022)
2022: 9 (% by value
not measured)
Less than 5% assets
(by value) by 2035
2030 (SSP 5
Scenario): 7
2030 (SSP 5
Scenario): 9
N/A
0%
Not measured
100% by 2035
SASB IF-RE-140a.2
16%
16%
<10% by 2035
N/A
Not yet measured
Not yet measured
100%
1 As per ClimateScore Global definitions.
2 Methodology for calculation included in the Sustainability Report.
47
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Risk management
Risk management is a
critical component of
the operation of our
business, allowing us
to take advantage of
opportunities whilst
ensuring that we do not
expose the business to
excessive risk thereby
generating shareholder
value over the long
term in a sustainable
and compliant manner.
OUR RISK MANAGEMENT
FRAMEWORK
Top down
Oversight,
identification,
assessment and
mitigation of risk
at a Group level.
Continuous review
of strategy and our
environment ensures
that we respond in a
timely manner to
any changes in
our principal and
emerging risks.
Bottom up
Identification,
assessment and
mitigation of risk at
business unit and
functional level.
48
What we did in 2023
Our Priorities for 2024
• Enhanced our internal control framework
• Finance remaining 2024 maturing debt and
through documentation of key processes and
controls across the Group.
• Performed controls testing as per our plan and
in readiness for the UK Government’s corporate
governance reforms.
• Closely monitored the Group’s cash position
and cash flow, on at least a weekly basis, with
particular focus on refinancings, sales and
capital expenditure. The Group has a successful
track record of cash management but its
business model remains dependent on
refinancings and sales as highlighted in the
Going concern assessment on page 54.
• Targeted capital expenditure to ensure
properties remain appealing to tenants in
terms of their amenities and sustainability
credentials to mitigate identified property
and sustainability risks.
• Undertook a Group wide Staff Engagement and
Enablement Survey completed by 88% of staff
providing insight into the business.
• Retained our Cyber Essentials plus ranking.
• Achieved milestone targets on the Net Zero
Carbon pathway.
• Engaged external consultants who
performed an in-depth analysis of the
climate related resilience.
advance refinancings of 2025 loans.
• Finalisation of CoreStream risk management
system through refinement of risk registers,
reassessment of material risks and
enhancement of our internal controls
framework (including ownership and testing).
• Continue to deliver on our roadmap of readiness
activities for the UK Government’s proposed
corporate reforms.
• Refinement of internal control ownership and
responsibilities.
• Implement relevant Grant Thornton findings.
• Make improvements based on feedback from
tenant surveys.
• Ensure Cyber Essentials plus ranking retained.
• Enhance our crisis response capabilities to reflect
the dynamic nature of the global risk landscape.
• Digitally enable employees and tenants, and
continue to build digital literacy, awareness
and capability.
• Minimise financial risk in relation to securing
future gas and electricity supply for the portfolio
though adherence to risk limits with guidance
from our external energy procurement partners.
• Closely monitor and support the business
through risks arising from the changing
geopolitical environment.
The Board
• Overall responsibility for reviewing and monitoring risk management and internal controls framework.
• Annual review and determination of risk appetite.
• Annual assessment of principal and emerging risks.
• Receives regular updates from the Audit Committee on risk management, internal controls and the long-term viability
of the Group.
• Sets business wide policies and delegated authority limits.
Audit Committee
• Key oversight and assurance function
Executive Committee
• Comprises the CEO and the CFO
for risk management, internal
controls and viability.
• Receives updates on risks and the
control environment including the
results of any internal control review
procedures and other assessments
undertaken in the period at each
Audit Committee meeting.
Invites senior managers to attend to
discuss specific risk areas. These
discussions are sometimes
supplemented by external advisors
where relevant.
•
• Engages with, and reviews findings
of, the external auditors.
• Reports to the Board on the
together with other senior leaders
as required.
• Responsible for the day-to-day
operational oversight of risk
management.
• Major business-wide decisions such
as property acquisitions, disposals,
significant strategy changes and
the wider changing geopolitical
landscape are discussed. These
decisions are assessed with
reference to risk appetite.
• Proposed decisions are reviewed by
the Board before implementation
subject to authorisation limits.
effectiveness of risk management
and internal controls.
Controls
• CoreStream utilised as the Group’s
Policies
• The Group has policies set by the
Board that govern key risks across
the business. These are regularly
reviewed to ensure they are up
to date and comply with laws
and regulations.
risk management system for
recording key processes, controls,
risks and ownership and regularly
testing effectiveness of
material controls.
Senior Leadership Team
• Meets fortnightly and is comprised of the
CEO, the CFO, the COO, regional business
heads and the Group Financial Controller.
• Reviews and monitors the Group’s
principal and emerging risks taking into
account the appetite for, and impact of,
risk in all areas of the business. These
are presented to the Audit Committee
every six months for further discussion.
• Senior managers regularly attend Audit
Committee meetings to provide further
information in relation to specific risk
areas, supported by external advisors
if appropriate.
Business Units
• Risk management embedded in
day-to-day operations including
identifying, evaluating and reviewing
within these units.
• Executes strategic actions in
compliance with the Group’s
objectives and policies.
• Engages with the Executive Directors
and senior management to identify
risks and review risk processes and
procedures relevant to these units.
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Risk appetite
The Board reviews our risk appetite at least
annually. The risk appetite of the Group is
assessed with reference to changes both that
have occurred, or trends that are beginning to
emerge in the external environment, and changes
in the principal risks and their mitigation. These
will guide the actions we take in executing our
strategy. Whilst our appetite for risk will vary over
time, in general we maintain a balanced approach
to risk. The Group uses five risk categories to
allocate its risk appetite:
Very low: Avoid risk and uncertainty
Low: Keep risk as low as reasonably practical with
very limited, if any, reward
Medium: Consider options and accept a mix of low
and medium risk options with moderate rewards
High: Accept a mix of medium and high risk
options with better rewards
Very high: Choose high risk options with potential
for high returns
To decide upon risk categorisations, internally set,
percentage movements in the balance sheet and
income statement are taken into account. The
Board has assessed its risk appetite for each of
the Group’s principal risks as follows:
Principal risks
Property
Sustainability
2023
Risk appetite
2022
Risk appetite
High
High
No change
Medium
Medium
No change
Business interruption
Low
Low
No change
Financing
Medium
Medium
No change
Political & economic
Medium
Medium
No change
People
Medium
Medium
No change
On reviewing our risk appetite, the Board
recognised that there are factors outside of the
Group’s control, for example the market that
influences their appetite in any one year.
Management of Risk
throughout the Group
The Board has overall responsibility for risk
management and has carried out a robust
assessment of the principal risks faced by the
Group thereby meeting its responsibilities in
connection with risk management and internal
control set out in the UK Corporate Governance Code.
Based on the size of its balance sheet and market
capitalisation, CLS is a large business, but it is
relatively small based on the number of people
working directly in the business. Our internal
control structures allow the Group to safeguard
its assets, prevent and detect material fraud and
errors, ensure accuracy and completeness of the
accounting records used to produce reliable
financial information while still allowing the
flexibility to take advantage of opportunities to
further the business strategies of the Group.
In 2021 the Group invested in CoreStream, an
internal control and risk software package. Work
continues to populate the system fully and embed
an effective risk management structure within
our operations. This will allow us to monitor and
report the risks and their associated internal
controls more effectively to the Audit Committee
and the Board.
Risks are identified and assessed, and a risk
owner is assigned. The risk owner is the person
considered to be in the best position to prepare
and implement mitigation plans. In addition,
a control owner is assigned who can monitor
and assess the effectiveness of the controls
to address each principal risk. As part of our
risk management procedures, the Executive
Committee and Audit Committee receive updates
regarding risk management activities to ensure
that procedures are consistently applied across
the Group and that they remain sufficiently robust,
and to identify any weaknesses or enhancements.
Potential risks associated with loss of life or injury
to members of the public, customers, contractors
or employees arising from operational activities
are continually monitored. Competency checks are
undertaken for the consultants and contractors we
engage and regular safety tours of our assets are
undertaken by the property management team.
In addition, the wellbeing of our employees is a
key focus for the Group and various activities are
supported by the Board including the delivery of
annual mental health workshops and company-
funded employee contributions to promote healthy
lifestyle initiatives such as gym, or other sports
club, memberships. In this way several people
risks are somewhat mitigated.
49
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Risk management continued
Risk assessment
As part of annual business planning, the Board
undertakes an assessment of the risks that could
threaten the Group’s strategic objectives, future
performance, solvency or liquidity. Risks are
reviewed in detail with their respective owners,
typically a member of the Senior Leadership
Team or key business leader.
We use a risk scoring matrix to consider the
likelihood and impact of each risk at regular points
throughout the year.
The chart below illustrates the relative positioning
of the potential impact and probability of the
principal risks on the Group’s strategic objectives,
financial position or reputation after mitigation.
Internal or external forces, or a combination of
both, will continue to have the potential to alter
this positioning and therefore these risks are
closely monitored throughout the year. In some
cases the change in risk profile in the year is
not sufficient to change the risk assessment
category but instead indicates the change within
the category.
The general risk environment in which the Group
operates has remained at a higher level over
the course of the year. This is largely due to
the uncertain global and European economic
conditions particularly higher interest rates and
inflation and the impacts of the continued war
in Ukraine and instability in the Middle East.
Throughout the year, the Board monitored the
changing situation and considered its effect on
the business, as it will continue to do so going
forward. The impact of the macro-economic
factors is discussed in the CEO review and the
individual country property reviews.
Our principal risks are set out on the following
pages 51 to 52. In evaluating these risks,
any potential impact as a result of market
uncertainties has been considered.
Principal risks
Property
Sustainability
Business interruption
Financing
Political & economic
People
2023 Risk
Assessment
2022 Risk
Assessment
High
High
Medium
Medium
Low
High
Medium
Medium
Low
High
High
Medium
Risk assessment
vs risk appetite
4
1
Catastrophic
Major
Moderate
t
c
a
p
m
I
Minor
3
6
5
2
The Board’s risk appetite in relation to the Group’s
principal risk assessment is broadly aligned.
As shown in the table below, there is divergence
of risk appetite and risk status in relation to the
financing risk. The Board accepts that there are
factors in relation to this risk that are outside
the Group’s control and are likely to change over
time. Mitigating actions have been put in place to
ensure financing risk is adequately managed and
monitored to reduce the potential impact on the
Group. The Board recognises that not all risk can
be fully mitigated and that they need to be balanced
alongside commercial, and political and economic,
considerations. If a difference between the Board’s
risk appetite and the risk assessment persists for
an extended period, whether and how the gap
should be closed is discussed at Board level.
Principal risks
Property
Sustainability
Business interruption
Financing
Political & economic
People
Risk assessment
Risk appetite
High
Medium
Low
High
Medium
Medium
High
Medium
Low
Medium
Medium
Medium
Insignificant
Rare
Unlikely
Possible
Likely
Almost
certain
Likelihood
KEY
1. Property
2. Sustainability
3. Business interruption
4. Financing
5. Political and economic
6. People
50
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Principal risks
Our principal risks are discussed over the following pages along
with any change in their risk profile since the last year end, the
current direction of travel and our risk mitigation actions and plans.
Whilst we do not consider that there has been any material change
to the nature of the Group’s principal risks over the last 12 months,
several risks remain elevated as a result of the challenging
external environment and significant ongoing uncertainty.
The following pages are only focused on our principal risks
being those that have the greatest impact on our strategy
and/or business model. In addition, there are many lower
level operational and financial risks which are managed
on a day-to-day basis through the effective operation of
a comprehensive system of internal controls.
Principal risk
Risk description
Key risks
Mitigation in 2023
Mitigation in 2024
1Property
STRATEGY
KPI/OPI
TSR(R), TAR
Country review
pages 10 to 15
Market fundamentals
and/or internal
behaviours lead to
adverse changes to
capital values of the
property portfolio or
ability to sustain and
improve income
generation from
these assets.
• Cyclical downturn in
the property market
which may be
indicated by an
increase in yields
• Changes in supply
of space and/or
demand (vacancy
rate)
• Poor property/
•
facilities
management
Inadequate due
diligence and/or
poor commercial
assessment of
acquisitions
• Failure of tenants
•
Insufficient health
and safety risk
protection
• Building
obsolescence
• Maintained strong relationships with our
• Continue with our
current controls and
mitigating actions
RISK ASSESSMENT
CHANGE IN RISK
PROFILE IN THE YE AR
DIRECTION OF TRAVEL
occupiers, agents and direct investors active
in the market and actively monitored trends in
our sectors
• Asset management committees meet once a
month to discuss each property
• Continued investment of £50.1 million in our
properties with refurbishments taking place
in over 30 properties to meet tenant demands
(see page 18 for more detail)
• Rigorous and established governance approval
processes for capital and leasing decisions
• Engagement with tenants to understand their
needs and space requirements
• Targeted capital expenditure with a focus
on sustainability
• Disposal of 4 properties with low yield, limited
asset management potential or risk/reward ratio
unfavourably balanced
• Continued monitoring of covenant strength and
health of tenants
• High quality provision of property and facilities
management services with our in-house team
• Health and safety committee that closely monitors
activity and regulation and reports to every
Board meeting
2Sustainability
STRATEGY
KPI/OPI
TSR(R), TAR, VR, ACR
ESG pages 32 to 47
for more detail
3Business interruption
STRATEGY
KPI/OPI
TSR(R), TAR
As a result of a failure
to plan properly
for, and act upon,
the potential
environmental and
social impact of our
activities, changing
societal attitudes,
and/or a breach of
any legislation, this
could lead to damage
to our reputation
and customer
relationships, loss
of income and/or
property value,
and erosion of
shareholder
confidence in
the Group.
Data loss; or disruption
to corporate or
building management
systems; or
catastrophic external
attack; or disaster;
may limit the ability
of the business to
operate resulting in
negative reputational,
financial and
regulatory
implications for
long term
shareholder value.
Transition risks:
These include
regulatory changes,
economic shifts,
obsolescence, and the
changing availability
and price of resources.
• Continued monitoring and oversight by the
Sustainability Committee over key ongoing projects
• Detailed Sustainability risk registers maintained,
reviewed and updated
• Continued implementation and active monitoring
of NZC Pathway projects
•
•
Implementation of
new sustainability
data platform
Implementation of our
climate resilience plan
• Ongoing rollout of
• Completion of planned energy efficiency projects
biodiversity net gain plan
Physical risks:
These are climate-
related events that
affect our supply chain
as well as the
buildings’ physical
form and operation;
they include extreme
weather events,
pollution and changing
weather patterns.
including all scheduled PV installations
• Completion of all scheduled EV installations
• Continued EPC upgrade programme
• Recertification of relevant properties in the UK
and France to BREEAM In-use V6
Independent assurance on EPRA sBPR KPI data
•
• Sustainable procurement policy published
• Renewal of Sustainable refurbishment and
fit-out guide
• Achieved living wage accreditation
• Continued engagement with occupiers including
release of new occupier app
• Continue with our
current controls and
mitigating actions
RISK ASSESSMENT
CHANGE IN RISK
PROFILE IN THE YE AR
DIRECTION OF TRAVEL
• Cyber threat
• Large scale
terrorist attack
• Environmental
disaster, power
shortage or
pandemic
• Maintained a Centre of Internet Security ‘A’ rating
• Maintained Cyber Essentials Plus certification
• Conducted penetration testing on the Group’s
• Continue with our
current controls and
mitigating actions
properties (e.g. simulate cyber-attacks on building
management systems)
• Continued implementation of shared property and
finance system across the Group
• Continued use of external partners for specialist
cyber security activities and independent reviews
• Transitioned to continuous and automated patching
across all managed systems
• Continued to test and train employees
on cyber security
RISK ASSESSMENT
CHANGE IN RISK
PROFILE IN THE YE AR
DIRECTION OF TRAVEL
51
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Risk management continued
Principal risk
Risk description
Key risks
Mitigation in 2023
Mitigation in 2024
4Financing risk
STRATEGY
The risk of not being
able to source
funding in cost
effective forms will
negatively impact the
ability of the Group
to meet its business
plans or satisfy its
financial obligations.
KPI/OPI
COST OF DEBT
Chief Financial Officer’s
review pages 24 to 27
Significant events or
changes in the Global
and/or European
political and/or
economic landscape
may increase the
reluctance of investors
and customers to
make timely decisions
and thereby impact the
ability of the Group to
plan and deliver its
strategic priorities in
accordance with its
core business model.
The failure to attract,
develop and retain the
right people with the
required skills, and in
an environment where
employees can thrive,
will inhibit the ability
of the Group to deliver
its business plans
in order to create
long term
sustainable value.
5Political and
economic
STRATEGY
KPI/OPI
VR, ACR
6People
STRATEGY
KPI/OPI
TSR(R), TAR,
DIVIDEND COVER
ESG pages 32 to 47
•
Inability to refinance
debt at maturity due
to lack of funding
sources, market
liquidity, etc.
• Unavailability
of financing at
acceptable
debt terms
• Risk of rising
interest rates on
floating rate debt
• Risk of breach of
loan covenants
• Foreign currency risk
• Financial
counterparty risk
• Risk of not having
sufficient liquid
resources to meet
payment obligations
when they fall due
• Ongoing transition of
the UK from the EU
• Global geopolitical
and trade
environments
• Failure to recruit
senior management
and key executives
with the right skills
• Excessive staff
turnover levels
• Lack of succession
planning and
development
opportunities
• Poor employee
engagement levels
• Financed, refinanced or extended 11 loans to a
• Continue with our
current controls and
mitigating actions
RISK ASSESSMENT
CHANGE IN RISK
PROFILE IN THE YE AR
DIRECTION OF TRAVEL
value of £330.6 million
• Weekly treasury meetings took place with the CEO
and CFO including discussion of financing, rolling
12-month cash flow forecasts, FX requirements
and hedging, amongst other items
• Weekly cash flow forecasts prepared and
distributed to Senior Leadership Team
• 75.9% of the Group’s borrowings are fixed rate
plus a further 3.8% of interest rate caps
• Regularly monitored loan covenants
• CLS borrows in local markets and in local
currencies via individual SPVs to provide a ‘natural’
hedge (see page 19 for more detail)
• Maintained a wide number of banking relationships
with 25 lenders across the Group to diversify
funding sources
• Weighted average cost of debt remains low (3.61%)
• Maintained average debt maturity of 3.5 years
• Significant headroom across three main loan
covenants of between 13% and 30%
• All loans have equity cure mechanisms to
repair breaches
• Monitored events and trends closely, making
• Continue with our
business responses if needed
• Maintained membership of key industry bodies for
example the British Property Federation, British
Council of Offices and Better Buildings Partnership
• Monitored tenants for sanction issues
current controls and
mitigating actions
RISK ASSESSMENT
• Undertook a Group wide Staff Engagement and
Enablement Survey, completed by 88% of staff
providing insight into the Group
• Engagement with workforce advisory panel
• Staff wellbeing week
• Monitored market to ensure competitive
remuneration packages across the Group
CHANGE IN RISK
PROFILE IN THE YE AR
DIRECTION OF TRAVEL
• Continue with our
current controls and
mitigating actions
• Assess feedback
provided in Staff
Engagement and
Enablement Survey
and implement
appropriate changes.
RISK ASSESSMENT
CHANGE IN RISK
PROFILE IN THE YE AR
DIRECTION OF TRAVEL
KEY TO STRATEGY
KEY TO RISK ASSESSMENT
WE ACQUIRE THE
RIGHT PROPERTIES
WE SECURE
THE RIGHT FINANCE
WE DELIVER VALUE
THROUGH ACTIVE
MANAGEMENT AND
COST CONTROL
WE CONTINUALLY ASSESS
WHETHER TO HOLD OR
SELL PROPERTIES
WE REWARD
SHAREHOLDERS,
CUSTOMERS
AND EMPLOYEES
HIGH
INCREASING
MEDIUM
DECREASING
LOW
NO CHANGE
52
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT
Emerging risks
We define emerging risks to be those that may
either materialise or impact over a longer
timeframe. They may be a new risk, a changing
risk or a combination of risks for which the broad
impacts, likelihoods and costs are not yet well
understood, and which could have a material
effect on CLS’ business strategy.
Emerging risks may also be superseded by
other risks or cease to be relevant as the internal
and external environment in which we operate
evolves. The Senior Leadership Team, which has
representatives from each area of the business,
is tasked with identifying emerging risks for the
business and discussing what impact these risks
may have on the business and what steps we
should be taking to mitigate these risks. The Board
reviews these assessments on an annual basis.
Risk
Potential Impact
Mitigation
Time Horizon
Short
< 2yrs
Medium
2-5 yrs
Long > 5
yrs
Adoption of
technology
Artificial
Intelligence
Failure to embrace technology could result in the
Group falling behind its competitors in efficiency,
thereby risking a loss of competitive edge. As
buildings evolve to incorporate smart features,
tenants may prefer such technologically advanced
spaces over those lacking similar amenities.
Neglecting occupant preferences for technology
could diminish the attractiveness of the Group’s
office properties, potentially leading to vacancies
and a decline in rental revenue.
The automation of certain tasks through AI may
lead to job displacement for those whose roles are
automated but will also create jobs. This could have
implications on our current tenant base which may
impact office space requirements.
Regulation/
compliance
Increased capital cost of maintaining our
property portfolio.
Increased administration costs to ensure resources
sufficient to deliver corporate compliance.
We thoroughly examine emerging technologies to
ensure that we extract the utmost value from any
new system or service we opt to incorporate into our
comprehensive digital and technological framework.
Active monitoring of the changing landscape
through attendance at AI industry talks and
regular discussion/awareness at the executive
committee level.
Continued ongoing assessment of all properties
against emerging regulatory changes and
benchmarking of fit-out and refurbishment projects
against third-party schemes.
Increasing
energy and
construction
costs
Changes
in office
occupation
trends
Climate
change,
natural
resources
and
biodiversity
risks
Increased cost of operating properties will reduce
attractiveness of tenancies to existing and
potential customers.
Ongoing consideration of, and investment in, energy
efficient plant and building-mounted renewable
energy systems.
Increased costs of refurbishments and
developments leading to reduced
investment returns.
Continued monitoring of materials, investment
in key skills for staff and viability assessments
of buildings.
Changes in social attitudes to agile and flexible
working practices may reduce demand for space
compared to historic trends.
Increased risk of weather-related damage to
property portfolio and reputational impact of not
evolving sustainability goals in line with global
benchmarks and/or public expectations.
Inability to obtain sufficient carbon credits at
suitable price to offset residual carbon emissions
in order to achieve net zero carbon.
In-house asset management model provides
the means for the property team to: proactively
manage customers; and gain real-time insight
and transparency on changes in needs and trends
allowing us to adapt our properties to meet these.
Our sustainability strategy continues to evolve
and has been developed in alignment with Global
Real Estate Sustainability Benchmarks (GRESB),
consideration of the UN Sustainable Development
Goals (SDGs) and climate risk modelling.
We are investigating various solutions to achieve
sufficient offsets by 2030.
53
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Going concern and viability statement
Going concern
Background
CLS’ strategy and business model include regular
secured loan refinancings, and capital deployment
and recycling through acquisitions, capital
expenditure and disposals. Over the last thirty
years, the Group has successfully navigated
several periods of economic uncertainty, including
the recent economic stress resulting from the
Covid-19 pandemic, Russia’s invasion of Ukraine
and the cost-of-living crisis.
The Group continues to have very high rent
collection and low bad debts, and has a long-term
track record in financing and refinancing debt
including £330.6 million completed in 2023 and
a further £103.2 million subsequent to year end,
of which £88.5 million has been executed and
£14.7 million for which credit approval has been
obtained by lenders or terms have been agreed.
The Directors note that the interim financial
information for the six months ended 30 June 2023
contained disclosure of a Material Uncertainty
related to going concern due to the timing and
amounts of the planned refinancing of debt
and disposals of property being then outside of
Management’s control. In this context the Directors
set out their considerations and conclusions in
respect of going concern for these financial
statements below.
Going concern period and basis
The Group’s going concern assessment covers
the period to 31 July 2025 (“the going concern
period”). The period chosen takes into
consideration the maturity date of loans totalling
£311.3 million that expire by July 2025. The going
concern assessment uses the business plan
approved by the Board at its November
2023 meeting as the Base case. The assessment
also considers a Severe but plausible case.
Forecast cash flows – Base case
The forecast cash flows prepared for the Base
case reflect the challenging economic backdrop
and include assumptions regarding forecast
forward interest curves, inflation and foreign
exchange, and includes revenue growth, principally
from contractual increases in rent, and increasing
cost levels in line with forecast inflation.
The Base case is focussed on the cash and
working capital position of the Group throughout
the going concern period. In this regard, the
Base case assumes continued access to lending
facilities in the UK, Germany and France, and
specifically that debt facilities of £311.3 million
expiring within the going concern period will be
refinanced as expected (£261.5 million) or will
be repaid (£49.8 million), some of which are linked
to forecast property disposals. The Board
acknowledges that these refinancings are not fully
within its control; however, they are confident that
refinancings or extensions of these loans will be
executed within the required timeframe, having
taken into account:
• existing banking relationships and ongoing
discussions with the lenders in relation to these
refinancings;
• CLS’ track record of prior refinancings,
particularly in the 12 months to 31 December
2023 when £330.6 million was successfully
refinanced or extended; and
• recent refinancings subsequent to the year end
that have been executed, credit approved by
lenders, or where the terms have been agreed,
totalling £103.2 million of the £311.3 million
noted above.
The Base case also includes property disposals in
the going concern period in line with the Group’s
business model and the forecast cash flows
approved by the Board in November 2023. The
Board acknowledges that property disposals are
not fully within its control; however, they are
confident these transactions will be completed
within the going concern period, based on their
history of achieving disposals (with disposals of
£73.5m achieved since 2022). The value of the
properties available for disposal is significantly
in excess of the value of the debt maturing during
the going concern period.
The Group’s financing arrangements contain Loan
to Value (‘LTV’), Interest Cover Ratio (‘ICR’) and
Debt Service Coverage Ratio (‘DSCR’) covenants. In
the Base case, minimal cure payments have been
forecast given that the Group’s expects to maintain
its compliance with the covenant requirements.
The near-term impacts of climate change risks
within the going concern period have been
considered in both the Base and the Severe but
plausible case and are expected to be immaterial.
54
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT Forecast cash flows – Severe but plausible case
A Severe but plausible case has been assessed
which has been produced by flexing key
assumptions further including: lower rents,
increased service charges, higher property and
administration expenses, falling property values,
higher interest rates and reduced achievements
of refinancings and disposals.
These flexed assumptions are more severe than
CLS experienced during the 2007-2009 global
financial crisis and other downturns such as that
experienced in 2020-2022 during the Covid-19
pandemic. A key assumption in this scenario
is a reduction in property values of 10% until
December 2024, impacting forecast refinancings,
sales and cash cures. This is in addition to the
reduction experienced of 12.5% in 2023 and 17.1%
since June 2022.
Assumptions around refinancing and investment
property disposals are adjusted to only include
those agreed or considered significantly advanced
by management. In addition, a reduction in
property values of 10% results in additional cure
payments of £12.1 million being necessary for the
Group to remain in compliance with its covenant
requirements.
Due to the severity of the assumptions used in
this scenario, which is severe but plausible and
therefore not remote, the liquidity of the Group is
exhausted even after putting in place controllable
mitigating actions as set out below.
Mitigating actions
In the Severe but plausible case, CLS is assumed
to take mitigating actions in terms of depositing
cash to equity cure some loans, scaling back
uncommitted capital expenditure (without
impacting revenue streams over the going
concern period) and reducing the dividend to
the Property Income Distribution required under
the UK REIT rules as well as drawing its existing
£50 million of currently unutilised facilities.
If needed, further disposals could be considered
as there are no sale restrictions on CLS’
£2.1 billion of properties, albeit the timing and
the amount of these potential disposals are not
in the Group’s control.
Additionally, the Directors note that the properties
that require refinancing in the going concern
period are on a non-recourse basis to the Group.
Accordingly, in extremis, the lender could enforce
their security on an individual property with no
claim on the rest of the Group’s assets.
Material uncertainty related to going concern
As described above, the Group is reliant for
liquidity purposes upon its ability to both refinance
the debt maturing and to complete a number of
property disposals in the going concern period
in more challenging market conditions.
Whilst the Directors remain confident, due to the
reasons highlighted above, that a combination of
sufficient refinancings and property disposals
will be achieved, the timing and value of both the
planned refinancing of facilities falling due within
the going concern review period, and planned
property disposals, is outside of management’s
control and consequently a material uncertainty
exists that may cast significant doubt on the
Group’s and Company’s ability to continue as a
going concern.
Notwithstanding this material uncertainty on the
going concern assumption, given our track-record
and reputation, the Directors are confident that
the debt falling due for repayment in the going
concern period will be refinanced or settled in line
with their plans for the reasons set out above,
rather than requiring repayment on maturity, or
will be extinguished as part of property disposals
in the period. In extremis, the loans requiring
refinancing are provided on a non-recourse basis.
Therefore, the Directors continue to adopt the
going concern basis in preparing these Group
and Company financial statements.
The financial statements do not contain the
adjustments that would result if the Group
and Company were unable to continue as a
going concern.
55
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Viability statement
Viability
The Group’s viability assessment follows a similar
methodology to the going concern assessment
in terms of analysing the Base case financial
forecasts and a Severe but plausible case but
makes the assessment of the viability of the
company to continue in operation and meet its
liabilities as they fall due over a considerably
longer period.
The viability assessment covers the period to
31 December 2027 (“the viability period”), a period
chosen as it is coincident with the period of the
forecasts approved by the Board at its November
2023 Board meeting. These forecasts comprise
the Base case but they have been updated for the
actual results for 2023 and any changed
assumptions. The period of 4 years was chosen as
this is similar to the Group’s WAULT and weighted
average debt maturity, and so aligns with the
period over which the Group has good visibility.
In performing this assessment, the Board notes
that the interim financial information for the six
months ended 30 June 2023 contained disclosure
of a Material Uncertainty related to going concern
because the timing and amounts of the planned
refinancing of debt and disposals of property at
the time were outside of Management’s control.
In this context the Directors set out their
considerations and conclusions in respect of
their viability statement for these financial
statements below.
Viability assessment
As with the Going Concern assessment, the
financial forecast prepared for the Base case
takes account of the Group’s principal risks and
uncertainties, and reflects the current challenging
economic backdrop. The forecast uses forward
interest rate curves, inflation and foreign
exchange. The slower pace in the reduction
in vacancy is forecast to continue.
The Base case is focussed on the cash, liquid
resources and working capital position of the
Group including forecast covenant compliance.
The forecast also assumes continued access to
lending facilities but given the longer time period
than the going concern period the amounts are
consequentially greater. Within the viability period,
debt facilities of £714.7 million expiring will be
refinanced (£519.9 million) as expected or repaid
(£194.8 million, which is linked to forecast
property sales) taking into account:
• existing banking relationships;
• CLS’ track record of prior refinancings,
particularly in 2023 when £330.6 million
was successfully refinanced or extended;
• refinancings subsequent to year end that have
been completed, or where terms have been
agreed, or where negotiations are very
advanced totalling £103.2 million of the
£714.7 million expiring before 31 December
2027; and
• other ongoing discussions with lenders.
A Severe but plausible case was also produced
by flexing key assumptions including: lower rents,
increased service charges, higher property and
administration expenses, falling property values,
higher interest rates and reduced achievements
of refinancings and disposals. These flexed
assumptions are derived by considering the
negative market and economic impacts
experienced during the 2007-2009 global
financial crisis and other downturns such as that
experienced in 2020-2022 during the Covid-19
pandemic. A key assumption in this scenario is a
further reduction in property values of 10% until
31 December 2024 which is in addition to the fall
in value already experienced in 2022 and 2023
but no subsequent bounce back in valuation has
been assumed.
Assumptions around refinancing and
property disposals are adjusted to only include
those agreed or considered significantly advanced
by management. In addition, a reduction in
property values of 10% results in additional
cure payments of £9.8 million being necessary
for the Group to remain in compliance with its
covenant requirements.
56
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORT The impacts of climate change risks within the
viability period have been considered in the
Severe but plausible case and are expected to
be immaterial.
Due to the severity of the assumptions used in
this scenario, which is Severe but plausible and
therefore not remote, the liquidity of the Group is
exhausted even after putting in place controllable
mitigating actions as set out below.
In the Severe but plausible case, CLS would need
to take mitigating actions in terms of depositing
cash to equity cure some loans as envisaged
under the facilities, stopping future acquisitions,
scaling back uncommitted capital expenditure and
reducing the dividend to the Property Income
Distribution required under the UK REIT rules as
well as drawing some of its existing £50 million of
currently unutilised facilities of which £30 million
is committed until October 2026 with the option
to extend a further two years and £20 million
is committed until November 2025 with an option
to extend a further year.
Additionally, the Board note that the properties
that require refinancing in the going concern
period are on a non-recourse basis to the Group.
Accordingly, in extremis, the lender could enforce
their security on an individual property with no
claim on the rest of the Group assets.
Material uncertainty
The Directors highlighted in their going concern
assessment (see note 2.1) that whilst they remain
confident in the future prospects for the Group
and its ability to continue as a going concern, the
Group is reliant upon its ability to both refinance
the debt maturing and to complete a number of
property disposals in the going concern period in
challenging market conditions. The same material
uncertainty may also cast significant doubt over
the future viability of the Group.
Our 2023 strategic report, from pages 1 to 57,
has been reviewed and approved by the Board
of Directors on 8 March 2024.
Approved and authorised on behalf of the Board.
David Fuller BA FCG
Company Secretary
8 March 2024
57
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION BOARD LEADERSHIP AND COMPANY PURPOSE
Chairman’s introduction
Leading with purpose
Our well
established culture,
collaborative
approach and
robust governance
framework
provides
reassurance and
confidence in
uncertain times.
Board focus areas in 2023
• Reviewed and approved financial
statements following recommendations
from the Audit Committee
• Commissioned an external evaluation of the
performance of the Board and its Committees
• Carried out a review of our workforce
engagement mechanisms
• Continued to monitor the implementation
of our Sustainability policy
• Considered our financing strategy in light
of the changing economic landscape
Priorities for 2024
• Focus on big trends within the commercial
property market
• Oversee culture to provide assurance that
the agreed values and culture are being
embedded
• Continuous review of risk and uncertainties
facing the Company and their implications
for the business model
58
Dear Shareholder
On behalf of the Board, I am pleased to present
the Corporate Governance Report for the year
ended 31 December 2023. This report sets out
our governance framework, the Board’s key focus
areas in the last year as well as our approach
to monitoring company culture and aligning our
strategy with our purpose, vision and values.
This report also outlines how we have complied
with the principles set out in the UK Corporate
Governance Code 2018. Our code compliance
statement can be found on page 59.
Living our purpose and culture
2023 continued to pose challenges, with
inflationary pressures, rising interest rates,
and general economic uncertainty being at the
forefront of considerations for both the business
and employees. As part of our commitment to
adapt and evolve to the uncertain economic
landscape, at our annual strategy day, the Board
considered how our culture aligns to support the
delivery of the Group’s strategy and underpins
how we execute our business model.
During the year, we discussed our culture and the
key metrics that we use to monitor it through
mechanisms such as feedback from employee
forums, full and half year individual performance
reviews, and the Staff Survey, which was
externally facilitated through our partner, Korn
Ferry. After careful evaluation, we concluded that
the purpose, vision and values of the Group
remained appropriate in setting the right culture
and that management continued to implement the
right workforce policies and practices that
supported it.
In line with the principles of the UK Corporate
Governance Code guidelines on Board
composition, succession and evaluation, we
carried out a robust review of the independence,
diversity and composition of our Board members
in 2023 and you can find further information on
page 71 of the Nomination Committee’s report.
A key focus for the Board, upon recommendation
from the Nomination Committee, was to consider
the independence of myself and Elizabeth
Edwards given that we have both served as
a director for more than nine years. It was
concluded that, taking into account both mine and
Elizabeth’s time commitment, the nature of our
other non-executive roles, and our continued
independent leadership and challenge at meetings
demonstrating our independence, we remained
independent and should continue to serve.
The Board also concluded that this in turn
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE UK Corporate Governance Code
provided significant continuity and experience
in a period of economic uncertainty and will
assist in the induction of Eva Lindqvist, our new
Board member.
Following the retirement of Chris Jarvis at the
conclusion of the 2023 AGM, we commissioned
an external search consultancy to assist in the
appointment of a new non-executive director,
with specific focus on diversity when
gathering candidates.
After a thorough selection process, Eva Lindqvist
was appointed to the Board in September; an
appointment that maintains our commitment to
Board diversity. More can be read about Eva’s
appointment on page 68.
External Board Evaluation
This year we facilitated an external Board
Evaluation with advisory firm Independent Audit.
We were pleased to see they shared view that
Board meetings were engaging, with there being
no barriers to effective challenge and debate, and
that there was a strong relationship between the
Board and Senior Leadership team. Similarly, the
positive feedback on management presentations
to the Board, which were not only insightful but
also key to the development of key personnel in
the company. However, we also noted that we
should spend more time discussing strategy and
scenario planning.
Areas of focus for the year ahead will be on
macro trends within the property sector and their
impact on the execution of our strategy, as well
as keeping abreast of the risks and uncertainties
facing the business. We will look to refresh
how we deliver our Strategy meeting to ensure
we cover these important topics. Next year’s
evaluation will be conducted internally and we
will report on our actions from the findings of
the 2023 evaluation.
Looking forward
Ensuring we have the right culture and values
enables us to create and build strong and
successful relationships with our key stakeholders,
which is vitally important in the current economic
landscape. This in turn creates an environment
where we are able to remain resilient and seize
opportunities when they arise, supporting the
delivery of our long-term strategy to the benefit
of all stakeholders.
Lennart Sten
Non-Executive Chairman
8 March 2024
Board leadership and Company purpose
See pages
Our Board of Directors is responsible for setting the Group’s strategy and ultimately
ensuring the success of the Group. We aim to hold five Board meetings a year, including
a strategy day. Our purpose is to transform office properties into sustainable, modern
spaces, that help businesses to grow. This year we held seven Board meetings.
Board of Directors
Board activities
Approach to s.172(1)
Strategy, Purpose, Vision and Values
Division of responsibilities
60-61
62-63
44-45
16-17 and 30
See pages
This year we reviewed our division of responsibilities to ensure they reflect our Board structure.
Governance framework
Composition, succession and evaluation
67
See pages
Our Board consists of an Independent Non-Executive Chairman, two Executive Directors,
three independent Non-Executive Directors and two non-independent Non-Executive
Directors. Succession planning is reviewed periodically by the Nomination Committee.
The evaluation of the Board and Committees’ performance is overseen by our Chairman.
Nomination Committee Report/Chairman’s statement
External Board evaluation
Audit, risk and internal control
68-75
74-75
See pages
The Audit Committee has oversight of the financial accounts production process and audit,
and reviews the effectiveness of our risk management and internal controls system and
the need for an internal audit function annually.
Audit Committee report
Going concern basis
Viability statement
Assessment of the principal risks facing the Group
Annual review of systems of risk management and internal control
Fair, balanced and understandable
76-80
80
80
51-53
78
78
Remuneration
See pages
The Remuneration Committee is responsible for the design, implementation and oversight
of the Group’s Remuneration Policy, which was approved by shareholders on 27 April 2023.
Remuneration Committee Report
81-99
Principles and how the Company addresses them
The principal corporate governance rules which applied to the Company in
the year were those set out in the UK Corporate Governance Code published
by the Financial Reporting Council (‘FRC’) in April 2018 (the ‘Code’), the UK
Financial Conduct Authority (‘FCA’) Listing Rules and the FCA’s Disclosure
Guidance and Transparency Rules.
The Board fully supports the principles of good governance as set out in
the Code, which is available on the FRC’s website (www.frc.org.uk), and
its application of the main principles are set out on pages 58 to 103.
Compliance with the Code
Save as identified below and explained in this report, the Board considers
that throughout 2023 it complied with the provisions of the Code.
During the year the Board recognises that it did not comply with Code Provision:
11 – Board balance, explanation on page 69
17 – Nomination Committee membership, explanation on page 68
59
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION BOARD LEADERSHIP AND COMPANY PURPOSE
Board of Directors
The right skills to deliver our strategy
DIRECTORS TENURE
BOARD INDEPENDENCE
3
1
4
2
3
2
2
1. 0-2 years:
2. 3-4 years:
3. 5+ years:
1
3
5
1. Non-independent:
2. Independent:
3. Chairman:
4. Executives:
BOARD MEMBERS’ RANGE OF EXPERIENCE
Number
Experience
1
1
2
4
1
2
Lennart Sten
Independent Non-
Executive Chairman
1 August 2014
background of financial experience from
wide ranging industries and markets
of the property sector including our
European markets
in-depth knowledge of dealing in, and
the operation of, international markets
8 Property Wide ranging experience
4 International markets Experience and
4 Financial management Substantial
7 Governance Significant listed company
9 Risk management In-depth insight and
9 ESG Knowledge of environmental,
experience of risk management within
the property sector
governance experience and
understanding of investor requirements
social and governance issues facing
listed and non-listed organisations
in the property sector and wider UK
businesses and charities
Anna Seeley
Non-Executive Director
and Vice Chair
11 May 2015
3 Human resource Knowledge of HR
operations, setting and monitoring
culture, and diversity and inclusion
Fredrik Widlund
Chief Executive Officer
3 November 2014
56%
BOARD INDEPENDENCE
INCLUDING THE
CHAIRMAN AT 31
DECEMBER 2023
44%
FEMALE REPRESENTATION
AS AT 31 DECEMBER 2023
Visit our website to view the full
biographical information for the Directors:
https://www.clsholdings.com/about-us/
our-leadership
Andrew Kirkman
Chief Financial Officer
1 July 2019
60
Former roles: CEO, GE Capital Real Estate Europe. President,
GE Real Estate Nordic. CEO Fabege AB. General Counsel, GE
Capital Equipment Finances AB. Partner, Baker & McKenzie,
Stockholm. Founder and CEO of Svenska Handelsfastigheter
Qualifications: Degree in Law, Stockholm University
Experience: International property industry. Board member,
Interogo Holding AG. Chairman, KlaraBo Sverige AB
Attendance:
Board 7/7
Remuneration Committee 4/4
Nomination Committee 1/1
AGM 1/1
Former roles: European Property Surveyor, General Electric
Corporation and BT Group. Group Property Director, CLS
Holdings plc. Chartered Surveyor, Chestertons
Qualifications: Degree in Property Valuation and Finance, City
University and Chartered Surveyor
Experience: 20+ years of property industry
and business experience
Attendance:
Board 7/7
Nomination Committee 1/1
AGM 1/1
Former roles: Global Commercial Leader, GE Capital
International. Regional CEO, GE’s European Leasing businesses.
Managing Director, GE Capital Real Estate. CFO, GE Capital
Equipment Finance. Various positions with Royal Dutch Shell
Qualifications: Degree in Business Administration, Stockholm
University
Experience: Business leadership, property and finance
experience in global organisations. Trustee of Morden College,
a social and housing charity
Attendance:
Board 7/7
AGM 1/1
Former roles: Finance Director, Harworth Group plc. Finance
Director, Viridor. Chief Finance Officer, Balfour Beatty Capital.
Global Head of Corporate Finance, Bovis Lend Lease
Qualifications: Masters in Politics, Philosophy and Economics,
Oxford University. Fellow, Institute of Chartered Accountants
Experience: Extensive plc, property, finance and operational
experience. Non-Executive Director, A2Dominion Housing
Limited, a housing association
Attendance:
Board 7/7
AGM 1/1
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Former roles: Managing Director, Landesbank
Berlin London. Head of BerlinHyp London
office. Senior positions with National Australia
Bank, Westdeutsche Immobilien. Management
Consultant, PWC. Trustee Refuge
Qualifications: Fellow, Royal Institution of
Chartered Surveyors. Honours Degree in
Estate Management, South Bank University
Experience: Extensive commercial property
investment and finance expertise in the UK
and Europe (primarily Germany), Governance.
Non-Executive Director, Schroders European
REIT plc. Trustee, Central School of Ballet,
Chair Audit Committee. Past Warden, the
St Olaves and St Saviours Schools Foundation,
member Finance and General Purposes
Committee. Past Master, Worshipful
Company of Chartered Surveyors,
member Charity Committee.
Attendance:
Board 7/7
Audit Committee 4/4
Nomination Committee 1/1
AGM 1/1
Former roles: Director, CLS Holdings plc
(1992–2010). Former Junior District Court
Judge in Sweden
Qualifications: Degree in Law,
Stockholm University
Experience: European property market and
Group business. Developed and runs hotels
in St Vincent & Grenadines, West Indies
Attendance:
Board 7/7
Former roles: Solicitor, Slaughter and May,
Director Asda Stores, Company Secretary and
General Counsel Asda Group plc/Asda Wal
Mart, Partner Eversheds Sutherland LLP,
Chair St Giles Trust; Independent NED and
SID Bellway plc
Qualifications: Law degree, Warwick
University, Certificate in EU Studies
Universite de Nice, Hon Doctorate of Law,
Leeds Beckett University
Experience: Legal advisory (corporate finance,
M&A, regulatory, compliance and governance).
Retail and property sector specialism.
NED and Remuneration and Nominations
Committee Chair, Pool Reinsurance;
Chair and Pro Chancellor University of York;
Trustee National Trust
Attendance:
Board 7/7
Audit Committee 4/4
Remuneration Committee 4/4
AGM 1/1
Elizabeth Edwards
Senior Independent
Director
13 May 2014
Bill Holland
Independent
Non-Executive Director
20 November 2019
Bengt Mortstedt
Non-Executive Director
7 March 2017
Eva Lindqvist
Independent
Non-Executive Director
22 September 2023
Denise Jagger
Independent
Non-Executive Director
1 August 2019
Christopher Jarvis
Non-Executive Director
25 November 2008
Resigned 31 December 2023
Resigned 27 April 2023
Former roles: Senior Partner,
KPMG real estate audit practice
Qualifications: Fellow, Institute of Chartered
Accountants. Degree in Economics from
Durham University
Experience: Real estate, finance and
audit experience. Non-Executive Director,
Urban&Civic plc, and Ground Rents Income
Fund plc. Governor, Winchester College
Attendance:
Board 7/7
Audit Committee 4/4
Remuneration Committee 4/4
AGM 1/1
Former roles: Senior roles, Ericsson. Senior
Vice President, Telia Sonera telecoms division.
Chief Executive, Telia Sonera international
carrier. CEO, Xelerated Holdings AB.
Qualifications: MSc, engineering degree in
Applied Physics. Marketing Diploma. Master
of Business Administration. Melbourne
Graduate School of Management. Helen
Schytt Fellowship
Experience: NED, Tele2AB. NED, Greencoat
Renewables plc, member Audit, Management
Engagement, Nomination and Remuneration
Committees. NED, Keller Group plc, Chair
Remuneration Committee, member Audit
and Risk, Nomination, and Governance and
Sustainability Committees. Member of the Royal
Swedish Academy of Engineering Sciences.
Attendance:
Board 1/2
Audit Committee 1/1
Remuneration Committee 1/1
Former roles: Owner, Jarvis & Partners real
estate consultancy. Partner, HRO Group. MD,
Richard Ellis Germany
Qualifications: Chartered Surveyor. Masters
in Land Economy, Cambridge University
Experience: Advising on all property-related
matters, from debt financing to asset
acquisitions, primarily in the German market
Attendance:
Board 1/1
AGM 1/1
61
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION CORPORATE GOVERNANCE
BOARD LEADERSHIP AND COMPANY PURPOSE
Key Board activities
Key announcements, decisions
and Board approvals
MAR
APR
MAY
JUN
• AGM at which all
shareholder
resolutions
passed
• Approval of the
2022 annual
report and
accounts
• Approval of
the 2022 final
dividend
• Main Board
• Audit Committees
• Remuneration
Committees
• Property tour
• Sale of three
in Paris
• Main Board
properties at 7.5%
above valuation
• Signing of 30-year
lease in Essen,
Germany
• Exchanged
contracts for the
sale of
Westminster
Tower
How governance
supports our business
model and strategy
Our governance structure enables
the Board to provide the necessary
oversight of the Company’s long-
term strategic plan and
business model.
The Board and Executive Committees
facilitate the implementation of the
Group’s strategy and business model
with two way dialogue ensuring that
the Group’s Vision, Purpose and
strategic goals are aligned.
Clear reporting lines and division of
responsibilities ensure efficient and
effective strategic decision making.
Read more on pages 16-21.
62
We acquire the
right properties
We secure the
right finance
We deliver
value through
active
management
and cost control
We continually
assess whether
to hold or sell
properties
We reward
shareholders,
customers and
employees
The Board Governance role
What we considered for 2023
Relevant stakeholders
Find out more
The Board considers the Group’s investment criteria and market conditions
in the regions to ensure it supports its long-term strategy.
• Investors
• Employees
Read more
on pages 16 and 18
The Board considers the Group’s financing strategy to ensure it remains
appropriate, dynamic and diverse.
• Financial
Institutions
Read more
on pages 17 and 19
The Board considers the Group’s operational strategy to deliver on the
Group’s vision to be a supportive, progressive and sustainably focused
commercial landlord.
• Received updates on asset, property and facilities management operations
• Ensured appropriate resourcing levels to facilitate active
• Tenants
• Suppliers
Read more
on pages 17 and 20
• Received detailed updates on the markets in which we operate together with
investments at each Board meeting
• Received presentations from the UK, German and French Valuers on market
conditions and key portfolio risks and opportunities
• Considered acquisitions and disposals strategy in light of challenging market
and ability to meet investment criteria
• Received updates on the Group’s debt position including covenant reports,
cash flow and budgets.
• Received detailed updates on the Group’s financing strategy
• Considered the impact and use of other debt facilities including the approval
of revolving credit facilities totalling £50 million
in-house asset management
• Monitored performance against budget and organisational structure
as part of cost control measures
• Reviewed and approved 2024 budget and forecasts
The Board oversees management’s assessments to ensure the Company
focuses on holding properties with the potential to add value in line with
the Group’s investment strategy and sustainability goals.
The Board aims to grow the dividend in line with the growth in the
business and in line with its dividend policy. It also ensures the reward
structures for its employees underpin our values and support the
success of the business. Our tenants are our customers, and we provide
sustainable office space that helps businesses grow.
• Received updates on vacancy rates and rent collections
• Received senior management recommendations for capital and operational
expenditure in relation to building management
• Received updates on the sustainability strategy including the Net Zero
• Reviewed the Group’s strategy for the property portfolio at the Strategy Board
Carbon pathway
meeting held in September
• Considered and approved interim and final dividend proposals, based on
the financial performance of the Group
• Considered appropriate reward structures for employees that reflect
• Approved capital expenditure budgets, supported by our sustainability strategy,
Group performance
to deliver sustainable office space
• Tenants
• Communities
• Suppliers
Read more
on pages 16 and 21
• Investors
• Employees
Read more
on page 17
CLS HOLDINGS PLC Annual Report and Accounts 2023 AUG
SEP
NOV
• Approval of the 2023
half-yearly report
and interim dividend
• Main Board
• Ad Hoc Board
• Audit Committee
• Consideration of the
Group strategy
• Sustainability Update
• Financing Strategy
discussion
• Ad Hoc Board
meeting to appoint
Non-Executive
Director
• Strategy day
• UK property tour
• Trading update
• Agreed two Revolving
Credit Facilities
totalling £50 million
• Main Board
• Audit Committee
• Nomination
Committee
• Remuneration
Committee
The Board Governance role
What we considered for 2023
Relevant stakeholders
Find out more
The Board considers the Group’s investment criteria and market conditions
• Received detailed updates on the markets in which we operate together with
in the regions to ensure it supports its long-term strategy.
investments at each Board meeting
• Investors
• Employees
Read more
on pages 16 and 18
• Received presentations from the UK, German and French Valuers on market
conditions and key portfolio risks and opportunities
• Considered acquisitions and disposals strategy in light of challenging market
and ability to meet investment criteria
The Board considers the Group’s financing strategy to ensure it remains
• Received updates on the Group’s debt position including covenant reports,
appropriate, dynamic and diverse.
cash flow and budgets.
• Financial
Institutions
Read more
on pages 17 and 19
• Received detailed updates on the Group’s financing strategy
• Considered the impact and use of other debt facilities including the approval
of revolving credit facilities totalling £50 million
The Board considers the Group’s operational strategy to deliver on the
Group’s vision to be a supportive, progressive and sustainably focused
• Received updates on asset, property and facilities management operations
• Ensured appropriate resourcing levels to facilitate active
• Tenants
• Suppliers
Read more
on pages 17 and 20
commercial landlord.
in-house asset management
• Monitored performance against budget and organisational structure
as part of cost control measures
• Reviewed and approved 2024 budget and forecasts
The Board oversees management’s assessments to ensure the Company
focuses on holding properties with the potential to add value in line with
the Group’s investment strategy and sustainability goals.
• Received updates on vacancy rates and rent collections
• Received senior management recommendations for capital and operational
expenditure in relation to building management
• Received updates on the sustainability strategy including the Net Zero
Carbon pathway
• Reviewed the Group’s strategy for the property portfolio at the Strategy Board
meeting held in September
• Tenants
• Communities
• Suppliers
Read more
on pages 16 and 21
The Board aims to grow the dividend in line with the growth in the
business and in line with its dividend policy. It also ensures the reward
structures for its employees underpin our values and support the
• Considered and approved interim and final dividend proposals, based on
the financial performance of the Group
• Considered appropriate reward structures for employees that reflect
success of the business. Our tenants are our customers, and we provide
Group performance
sustainable office space that helps businesses grow.
• Approved capital expenditure budgets, supported by our sustainability strategy,
to deliver sustainable office space
• Investors
• Employees
Read more
on page 17
We acquire the
right properties
We secure the
right finance
We deliver
value through
active
management
and cost control
We continually
assess whether
to hold or sell
properties
We reward
shareholders,
customers and
employees
63
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION BOARD LEADERSHIP AND COMPANY PURPOSE
Relationship with stakeholders
The Company values its dialogue with
both institutional and private investors
The Board’s primary contact with existing and
prospective institutional shareholders is through
the Chief Executive Officer and the Chief Financial
Officer, who have regular meetings with
institutional shareholders. They also undertake
analyst presentations following the Company’s
half-yearly and annual financial results. They are
supported by a financial relations advisor and
during 2023 by three corporate brokers, all
of whom are in regular contact with institutional
and retail shareholders, and with analysts.
A report of feedback from each institutional
investor meeting is prepared by the broker
who organised it and a report of unattributed
feedback from analysts on analyst presentations
is prepared by the financial relations advisor.
All such reports and coverage of the Company
by analysts are circulated to the Board.
Consequently, all Directors develop an
understanding of the views of institutional
shareholders and commentators.
Analyst presentations, following the
announcement of half-yearly and annual financial
results, are webcast and available on the
Company’s website.
Slightly less investor meetings took place in
2023, due to the EPRA and UBS conferences
not being attended.
The Committee and Panel Chairs seek regular
engagement with stakeholders on significant
matters as they arise. Further detail can be found
in each Committee report.
KEY SHAREHOLDER EVENTS
MAR
Analyst presentation
30 institutional
investor meetings
3 Sales presentations
APR
1 institutional
investor meeting
AUG
Analyst presentation
18 institutional
investor meetings
3 Sales presentations
SEP
6 institutional
investor meetings
OCT
1 institutional
investor meeting
NOV
1 institutional
investor meeting
The Group issues its annual financial report to
each of its shareholders. In accordance with the
UK company disclosure regulations the Group
does not distribute its half-yearly financial
report to shareholders but makes it available
on its website.
All shareholders have at least 20 working days’
notice of the Annual General Meeting at which
all Directors who are available to attend are
introduced and are available for questions.
All shareholders are welcome to attend the
Company’s Annual General Meeting and
to arrange individual meetings by appointment.
The views received at such meetings are fed
back to the Board.
Proxy voting
The proxy forms for the Annual General
Meeting which was held in 2023 included
a “vote withheld” box.
Details of the proxies lodged for this meeting
were announced to the London Stock Exchange
and are on the Company’s website at
www.clsholdings.com. Shareholders may
also choose to register their vote by electronic
proxy on the Company’s website.
At the 2024 Annual General Meeting, the Company
will comply with the Listing Rules in respect of
the voting requirements for the re-election of
independent Directors where a Company has
a controlling shareholder.
All financial reports and
press releases are also
included on the Group’s
website at
www.clsholdings.com.
2023 AGM
At the 2023 AGM, all the resolutions as set out
in the Notice of Meeting were unanimously
passed on a poll.
64
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE S
T
R
A
T
E
G
I
C
R
E
P
O
R
T
C
O
R
P
O
R
A
T
E
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
A
D
D
I
T
I
O
N
A
L
I
N
F
O
R
M
A
T
I
O
N
Workforce engagement
Helping to enhance our
working environment
Dear Shareholder,
As Chair of the Workforce Advisory Panel, I am
pleased to present the 2023 report from the Panel.
Role of the Panel
Provision 5 of the Code requires the Board to
understand the views of the Company’s key
stakeholders, including the establishment of
mechanisms to engage with the workforce.
In recognition of the Code requirements, the Board
established a Workforce Advisory Panel in 2019.
Main activities during the year
In January 2023, the Group reviewed its flexible
working policy based on the needs of the
business. As a result, the flexible working policy
was updated to reflect the fact that being together
more often better supported our purpose as a
sustianable work space provider, our values and
underlined the benefits of being together to
discuss ideas and collaborate more efficiently
and effectively. Throughout the year, the Panel
received feedback on the implementation of the
updated working from home policy, which was
fed back to the Board. These communication flows
enabled the Board and Senior Leadership Team
to understand how the policy had been received
and were able to engage with the wider workforce
to explain the Company’s decision and address
any concerns.
The uncertain macro economic landscape
continued to be a frequent discussion, with
inflationary pressures and rising interest rates
having an effect on both the operation of the
business and staff across the Group. The Panel
also discussed the impact the economic
environment had on company strategy and how
this fed into workforce practices. As a result,
Panel members were able to provide feedback
on how company strategy was driving behaviours,
which could then be articulated to the Board for
further assessment.
As part of the evolution of the Company’s
workforce engagement mechanism, the Panel
reviewed its Terms of Reference and assessed
the effectiveness of the current structure.
We considered the purpose of the panel and the
current meeting format. In addition, we reviewed
the FRC consultation paper on workforce
engagement trends that have arisen amongst
WORKFORCE INCLUSIVIT Y
The Panel met four times
during 2023.
At the start of 2023, the
Panel consisted of seven
employees from across
the Group. The selection
process is undertaken
through an interview
process from a shortlist
of employees who either
volunteered or were
nominated by their peers.
PANEL GEOGRAPHY
4
3
2
1
1 UK
2 France
3 Germany
4 Luxembourg
43%
14%
29%
14%
PANEL JOB FUNCTION
3
1
2
1 Legal, IT and Administration 29%
14%
2 Finance
57%
3 Property
FTSE companies since the implementation of the
code provisions. The Panel concluded that, given
the nature and complexity of CLS, an open forum
meeting in each country throughout the year
would be best suited to engage with the workforce
going forward.
Looking forward
Following the recommendation by the Panel to
hold open forums across the Group, the Board
agreed that, given the differing sub-cultures that
exist within each region, the Group should amend
its approach to workforce engagement and adopt
such an approach to gain a more detailed
understanding of country specific workforce
matters. This would in turn allow employees to
directly voice their views on workforce practices
and policies at local level, which should encourage
more effective and broad ranging engagement.
As Senior Independent Director and designated
workforce non-executive director, from 2024 it will
be my responsibility to visit each office to host
these wider meetings and understand the views of
the workforce.
Elizabeth Edwards
Chair, Workforce Advisory Panel
8 March 2024
Our focus for the year ahead
• Implement an enhanced mechanism
for workforce engagement
• Continue to facilitate communication
between the Board and employees
• Continue to discuss the views of
the employees and review CLS’
workplace practices
65
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
BOARD LEADERSHIP AND COMPANY PURPOSE
Culture dashboard
The Company values its dialogue with
both institutional and private investors
Maintaining a healthy culture
We continue to promote an open, collaborative
culture within our workforce, with an efficient
decision-making structure which facilitates
ownership and enables a hands-on
operating process.
CLS’ culture and the role of the Board
The Board recognises the need to establish
the correct culture, values and ethics to ensure
good standards of behaviour are maintained
throughout the Group.
We engage with our employees in a number
of ways but primarily through the Workforce
Advisory Panel and staff surveys to ensure
the voice of the workforce is considered in our
decision-making process.
The Board also receives information on human
resourcing matters such as employee turnover
and diversity statistics at each meeting.
These feedback mechanisms allow the Board to
understand how the culture of the Group evolves
and, through the Chief Executive Officer, facilitates
changes to ensure the Group maintains its
purpose, vision and values which underpins
our culture.
How the Board assessed and monitors culture
The Board is able to assess and monitor Group culture through a range of key sources which are shown below. The Board
understands that these key sources of data are crucial in maintaining good communication with the employees who are integral
to ensuring the success of the Company.
Cultural priorities
Promoting
integrity and
openness
Being
responsive to
the views of
stakeholders
Valuing
diversity
Culture aligned
to purpose and
values
Culture aligned
to strategy
Cultural identifier
Staff surveys and regular meetings with staff
Regular feedback through the Workforce Advisory Panel
Flexible Working Policy
Training budget per head
Whistleblowing Policy
Anti-bribery and Corruption Policy
Modern Slavery Policy
Anti-Tax Evasion Policy
Employee data (HR updates, turnover and exit interview feedback)
66
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Division of responsibilities
The Board’s role
The Board has ultimate responsibility for setting
the Group’s strategic direction, leading and
overseeing culture, delivering value sustainably,
understanding the risks the Group faces and
ensuring that we uphold the highest standards
of corporate governance.
Board and Committee structure
The Board is supported by the Audit,
Remuneration, Nomination and Disclosure
Committees who update Board members at each
meeting. The Board discusses issues arising from
Committee meetings which allows them to gain a
wider understanding of the operation of the Group.
Chair leadership and effectiveness
As the Group’s Independent Non-Executive
Chairman, Lennart leads the Board in promoting
a culture of openness and debate to ensure the
Board operates effectively. It is the Board’s culture
and accepted practice to give regular feedback,
but once a year a more formal feedback session
is undertaken with the Non-Executive Directors,
led by the Senior Independent Director without the
Chair present. This session reviews the Chair’s
overall performance, considering areas such as
communication, effective leadership and oversight
of the Board and company culture. The right
“tone from the top” is key to support our purpose,
vision and values. Lennart and the Board lead
by example and the culture of openness and
collaboration resonates throughout the Group.
Roles and responsibilities of the Directors
The Board’s composition and responsibilities are
set out in a formal schedule of matters specifically
reserved to it for decisions. Matters reserved
for Board decisions include identifying strategic
long-term objectives, approving the annual
Group budget, and approving substantial
property transactions and investment
decisions over £10 million.
The implementation of Board decisions and the
day-to-day operations of the Group are delegated
to the Executive Directors.
Division of responsibilities
The responsibilities of the Independent Non-
Executive Chairman, who is responsible for the
overall strategy of the Group, the Non-Executive
Vice Chair who supports the Chairman, and the
Chief Executive Officer, who is responsible for
implementing the strategy and for the day-to-day
running of the Group, are clearly divided. A written
statement of the division of these responsibilities
is reviewed and approved by the Board each year.
Board and committee structure (as at 31 December 2023)
THE BOARD
Independent Non-Executive Chairman
Two Executive Directors
Four independent Non-Executive Directors
Two non-independent Non-Executive Directors
Ensuring the Company’s growth and shareholder value
Audit
Committee
FOUR INDEPENDENT
NON-EXECUTIVE
DIRECTORS
Remuneration
Committee
FOUR INDEPENDENT
NON-EXECUTIVE
DIRECTORS
Monitors the
arrangements for risk
management,
corporate reporting
and internal controls.
Maintains the
relationship with
the Auditor
Develops the
Company’s policies on
executive and senior
management
remuneration and sets
the remuneration
packages of individual
Executive Directors
and other senior
management
Nomination
Committee
ONE NON-
INDEPENDENT
NON-EXECUTIVE
DIRECTOR TWO
INDEPENDENT
NON-EXECUTIVE
DIRECTORS
Monitors and evaluates
the Board’s skills and
experience to ensure
full Board discussion
Executive Committee
Reviews the daily
running of the
Group’s business
Disclosure Committee
Monitors inside
information and
close periods
Financial Investment
Committee
Analyses financial
investment
opportunities and
reviews investment
portfolios
Asset Management
Committee
Reviews the Group’s
property investments
in each country
Senior Leadership
Team
Reports on the day
to day operation
of the Group and
implementation of
strategy across each
region and function
Health and Safety
Committee
Reviews and
moderates the
Group’s policy and
best practices for
Health and Safety
CSR Committee
Assists in
implementing the
Group’s ESG strategy
in relation to creating
shared value within
the community
Workforce
Advisory Panel
Monitors and reviews
the Group’s working
practices and assists
the Board in monitoring
Company culture
Sustainability
Committee
Monitors and reviews
performance against
the sustainability
strategy, and reports
on best practice and
legislative changes
67
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Nomination Committee Report
Stability and continuity will
be our focus during 2024
Dear shareholder
On behalf of the Nomination Committee, I am
pleased to present my report as Chair of the
Committee for the year ended 31 December 2023.
This report is intended to give an insight into
the work of the Committee during the year.
The Nomination Committee is responsible
for ensuring the Board consists of members
who have the relevant skills, experience
and knowledge in order to set, and enable
the executive directors to deliver,
the Company’s strategy.
Role of the Committee
The Committee makes recommendations to the
Board with regard to the nomination, selection
and succession of directors and senior executives.
The Committee also focuses on ensuring there is
appropriate succession planning in place, having
regard to the provisions of the UK Corporate
Governance Code.
The Committee regularly evaluates the Board’s
performance and effectiveness both as a group
and as individual directors, and reviews the annual
Board Evaluation process to ensure it continues
to operate in the best possible way.
Membership and attendance
The Committee met formally once during 2023
and held frequent discussions outside formal
meetings. During the year, the Committee
comprised three Non-Executive Directors, with
a majority being independent. Given the Group
has a Controlling Shareholder, the composition of
the Committee reflects the need for independent
oversight whilst recognising the shareholder base.
The Company Secretary acts as Secretary to the
Committee and its Terms of Reference are
available on the Company’s website.
Main activities throughout the year
The Committee continued to fulfil its core
responsibility to review the structure of the Board
and its Committees. This year, we focused on
the outcomes of our 2022 review, in which we
undertook to broaden the Board’s experience
following the retirement of Chris Jarvis at the
conclusion of the 2023 Annual General Meeting
having served for more than 14 years.
68
Stability and
continuity will
be key during the
current period
of economic
uncertainty.
COMMITTEE MEMBERS’
ATTENDANCE DURING
THE YEAR ENDED
31 DECEMBER 2023
Anna Seeley
Lennart Sten
Elizabeth Edwards
In accordance with our policy on the appointment
of new directors, we appointed an external search
consultancy, Sapphire Partners, who specialise in
championing a diverse range of candidates.
Following a two stage process, with candidates
meeting members of the Committee and members
of the senior leadership team, we recommended
to the Board that Eva Lindqvist be appointed as
a director, given her wide ranging commercial
experience in listed companies. This included
significant remuneration committee experience,
which we required in order for her to become our
new Remuneration Committee Chair following
Denise Jagger’s departure on 31 December 2023.
At the end of 2023, following Eva’s appointment,
we again considered the mix of experience, tenure,
background, industry knowledge and constructive
challenge of our Group strategy. It is the opinion of
the Committee, and endorsed by the Board, that
the Chairman and all the Non Executive Directors
bring independence of judgement and character,
a wealth of experience and knowledge, and the
appropriate balance of skills, which are
appropriate to effect oversight and
implementation of the Group’s strategy.
As highlighted in this year’s internal Board
Evaluation process, we continued our aim to
establish working relationships with both our
fellow Board members and more employees
within the Group. We achieved this through a
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE
Paris property tour in May, an onsite strategy
meeting in September and a UK property tour in
November, where we also met both formally and
informally a number of key members of the team
across a broad range of functions below Board
level. It reiterates to us the value of in-person
meetings, impromptu discussions and time
outside of formal meetings to get to know each
other better.
We continued to focus on diversity and succession
planning, which included reviewing our pipeline
of internal talent. Our process for this review
is set out later in this report. We received a
comprehensive presentation from Fredrik Widlund
on succession planning at executive and below
Board level, which the Committee discussed at the
full Board. This provided the Committee and the
Board with an insight into the depth of our talent
pool where we have fantastic employees, and it
also highlighted some of the challenges we face
in retaining the next generation of senior leaders
with a relatively flat organisational structure.
Our focus on gender and ethnic diversity at Board
level continues; at the year end, over one third
were women and together the Board has a broad
range of skills and experience to support the
implementation of our strategy. Additionally,
Elizabeth Edwards serves as our Senior
Independent Director and Eva Lindqvist chairs
our Remuneration Committee. We recognise
the importance of ethnic diversity in Board
composition and it will continue to form part of
our considerations in future appointments, in line
with our Diversity, Equity and Inclusion policy.
Appointments to the Board
As recommended by the UK Corporate
Governance Code, the Committee leads the
process for Board appointments and makes its
recommendations to the Board for final approval.
Our process for Board appointments starts with
the Committee’s review of Board composition,
taking into account the skills, experience and
background that it needs to fulfil its objectives.
If an appointment is recommended, it is the
Committee’s policy to use an open advert and/or
an external search consultancy for the
appointment of the chair and non-executive
directors. In line with our diversity, equity and
inclusion policy, we expect our external search
consultancy to provide us with a diverse selection
of candidates from which to short list.
A detailed role specification is reviewed with the
Chairman and the Committee following which a
final role specification is then approved.
PROFESSIONAL
DEVELOPMENT AT
A GLANCE
The Committee then initiates a two stage interview
process, with candidates first meeting members
of the Committee, then other members of the
senior leadership team.
Following these interviews, a shortlist of two
candidates will be made based on their level of
experience, commercial focus and broad skill sets,
and a decision made.
Prior to making recommendations to the Board,
the Committee also considers the time
commitment expected of the proposed director
in line with any other commitments they may
have already.
Directors are also required to seek approval from
the Chairman and the Chief Executive Officer prior
to accepting additional commitments to ensure
that they will be able to continue devoting a
suitable amount of time to the Company.
TRAINING AND
INFORMATION SESSIONS
SITE VISITS, BOARD
DINNERS AND
BREAKFAST MEETINGS
BRIEFING MATERIAL
ON BOARD PORTAL
DEEP DIVES ON
KEY TOPICS
MANAGEMENT AND
ONE-TO-ONE MEETINGS
Induction and ongoing development
It is important for all Directors, both Executive
and Non-Executive, when joining the Company,
to be provided with, and given an insight into,
the Company’s operations, culture and values.
I set out our induction programme, which has
been designed to involve a full overview of the
Group and how it operates:
• Individual meetings with the Non Executive
Chairman, Chief Executive Officer and the
Chief Financial Officer.
• A programme of meetings with country leaders
and senior managers across the Group to
understand key operational matters
• Bespoke tours of the Group’s portfolio and
offices in the UK, Germany and France
As part of ongoing development, the Board aims to
hold one Board meeting a year either in France or
Germany, preceded by a property tour, so that it
can gain first hand knowledge into the activities,
challenges and opportunities across the portfolio.
69
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Nomination Committee Report continued
Our individual portfolio tours and Board meetings
allow Directors to engage directly with a range of
employees below Board level, which we believe is
important in relationship building, understanding
our talent pipeline, people and culture. It also
raises the profile and understanding of the role
of the Board and its governance responsibilities.
Meetings are also arranged with key advisors
such as the external auditor, valuers and
brokers on an ongoing basis both at Board
level and individually.
Ongoing training and development beyond
the induction process is encouraged, with
updated schedules of events produced at
each Board meeting.
This year, the Board was able to visit our portfolio
in Paris where they also met with a number of our
property team, allowing them to gain a greater
understanding of our properties and meet more
employees below Board level. We also undertook
a UK property tour in November, visiting a number
of our London properties and were able to meet
with our property teams and tenants at
each location.
We are fortunate to have a Board that has
established relationships and I am pleased to
see the strength of those relationships develop.
Succession planning
In considering succession planning for the Board,
the Committee assesses its optimal composition
in terms of skills and experience, and aligns it to
medium and long-term time horizons primarily
based on individual tenure and the need to refresh
Board membership. Because of the composition
of the Committee, on which I serve as the
representative of the majority shareholder, these
plans are discussed with their input. As noted
above, no appointments are made without full
and open discussion through an independent
search consultancy.
While identifying and developing talent across
the Group remains primarily the responsibility
of management, we have a duty to secure its
long-term success.
The Committee received updates from the
Chief Executive Officer in relation to succession
planning, both at Board and senior management
level, to ensure there is a good quality pipeline
in place. This enabled the Committee to challenge
those plans in order to understand the actions
taken to enhance the pipeline, ensuring there is
representation from a diverse range of employees.
70
SUCCESSION PLANNING
REVIEW PROCESS
and high performers
with Heads of Functions
individuals’ development
needs and timeline
1Individual CEO meetings
2Assessment of teams
3Identification of
4Group-wide report
5CEO presents to the
6Nomination Committee
presents key findings to
the Board
Nomination Committee
compiled
During the year we have been able to monitor
the Group succession plans noting where we
have potential internal successors or where
we have to undertake an independent external
appointments process.
The Committee is acutely aware that retaining
talent is key to the successful execution of our
succession plans. We also appreciate that, as a
relatively small and flat organisation, this can be
challenging. Through monitoring, benchmarking
and career development opportunities we aim to
retain our best talent.
Board composition and skills
As explained previously, following the appointment
of Eva Lindqvist in September and the retirement
of Chris Jarvis in April, we are confident in our
structure and operation of the Board together
with the balance of skills and experience of our
directors in order to deliver on our strategy.
These factors were highlighted in the 2023
external Board Evaluation process.
At the year end, the Board consisted of two
Executive Directors, four independent Non-
Executive Directors (excluding the Chairman) and
two non-independent Non-Executive Directors.
Of the two non-independent Non-Executive
Directors: I am a director of Creative Value
Investment Group Limited (CVIG), the investment
vehicle for The Sten and Karin Mortstedt Family
& Charity Trust; and Bengt Mortstedt remains
one of our largest shareholders.
The Committee notes that while Board
composition has not complied with Provision 11
of the Code during the year, it believes that the
composition reflects the skills required to meet
the current needs of the Group to ensure it will
support the delivery of its strategy.
We ensure that all Non-Executive Directors
(both those deemed to be independent and
non-independent by the Board) maintain their
independent oversight of the Executive Directors
so that there can be no perception of undue
closeness. This is undertaken through our review
of Board composition, in light of the criteria set out
in Provision 10 of the Code, the Board Evaluation
process and the Chairman’s annual review, which
also considers the interaction between Board
members during meetings. This continues to
demonstrate that there is objective and
independent judgement, and that constructive
challenge exists amongst Board members.
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE OUR FOCUS FOR
THE YEAR AHEAD
• Oversee induction of
new Board member
• Annual review of our
succession plans for
the Board
• Annual review of
succession plans and
talent pipeline below
Board level
• Ongoing Board
development
• Implement findings
from external Board
Evaluation process
As an additional process this year, because we
recognise that during the year both the Chair,
Lennart Sten, and Elizabeth Edwards, Senior
Independent Director, have now served more than
nine years, the Board (in their absence) considered
their ongoing independence. We took into account
their other roles outside of the Group, their time
commitment and independent leadership and
contribution to discussions at Board meetings
and concluded that they remained independent.
On recruitment, our policy is that we expect our
search consultants to ensure, where possible,
there is a diverse selection of candidates.
We ensure that this is not for just gender but
also all diversity characteristics; a policy that we
encourage throughout the Group when recruiting.
To this end, we ask our search firms for all
recruitment levels across the Group to aim for
a long list of at least 50% women and appropriate
diversity representation.
We recognise that there are significant benefits
of diversity, including age, gender, ethnicity,
core skills, experience and educational and
professional background, which we continue
to evaluate whenever changes to the Board’s
composition are considered.
The Board recognises that there is work to be
done in relation to gender diversity, especially
at senior management level. We believe this will
be a gradual process as the workplace evolves
and policies, such as in the area of parental leave,
are aligned to offer equal benefits.
Our Diversity, Equity and Inclusion Policy
underlines our commitment to attracting,
promoting and developing talent no matter
who they are.
Anna Seeley,
Chair, Nomination Committee
8 March 2024
We explained in last year’s report that the Board
strongly believes, during a period of economic
uncertainty and with the addition of Eva Lindqvist,
providing continuity is essential and therefore
Lennart and Elizabeth will remain in post-beyond
nine years. We will keep this decision under
regular review during 2024.
Training
In order to ensure that the Directors’ knowledge
and skills remain up-to-date, Directors are
encouraged to attend regular training courses.
As part of the Board papers, Directors receive a
training schedule which highlights key events and
seminars due to be held in the following quarter.
The Company Secretary also provides regular
governance updates to the Board.
Diversity
The Board’s policy is that the selection of new
Board members should be based on the best
individual for the role and that the Board’s
composition should have an appropriate balance
of skills and diversity to meet the requirements
of the business.
The Committee has met its target for female
representation at Board level during 2023
(44% at the year-end) and continues to monitor
and support the aims and objectives of the Parker
Review and the FTSE Women Leaders Review.
We are wholly supportive of the changes to the
Listing Rules and we note our Board is well on the
way to compliance with gender diversity, and one
senior board position is already held by a woman.
71
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Nomination Committee Report continued
Board Diversity Policy
Objectives
POLICY OBJECTIVES
Ensure the Board comprises an
appropriate balance of skills,
experience and knowledge required to
oversee and support the management
of the Company effectively.
Ensure consideration is given to
candidates for Non-Executive Director
Board appointments from a wide pool,
including those with no listed company
Board experience.
Ensure Board appointment ‘long
lists’ contain diverse candidates,
including diversity of social and ethnic
backgrounds, and cognitive and
personal strengths.
Targets
IMPLEMENTATION
An executive search firm, Sapphire Partners, was used for the appointment of a further Non-
Executive Director during 2023 to ensure a diverse level of candidates. The Committee continues to
monitor the composition of the Board and meets at least annually to review and discuss it.
The brief that is given to our independent executive search firms is to ensure that this Policy objective
is met. When considering appointments to the Board, the Committee endeavours to consider
candidates with a broad range of experiences. For the appointment of Eva Lindqvist, we used
Sapphire Partners, a search firm specialising in ensuring diverse candidates.
The brief that is given to our independent executive search firms is to ensure that this Policy objective
is met. When considering appointments to the Board, the Committee endeavours to consider
candidates with a broad range of experiences. We ensured that this was adhered to during our
appointment process in 2023.
POLICY TARGETS
40% women representation on the Board. 44% female representation on our Board at 31 December 2023. 38% at the date of this report.
PROGRESS AGAINST TARGET
Currently at least one third female representation on our Board as at the year end.
Minimum of one Board Director from
an ethnic minority background.
In line with the Principles of the Parker Review, when the Board seeks to appoint a Non-Executive
Director, it will expect its independent consultants to ensure candidates come from a diverse range
of backgrounds. Currently not met.
One senior Board position held
by a woman.
Elizabeth Edwards is our Senior Independent Director and therefore this target has been met.
Data on diversity of the board and executive management
A) Table for reporting on gender identity or sex
NO OF BOARD
MEMBERS
PERCENTAGE OF
THE BOARD
NUMBER OF SENIOR
POSITIONS ON
THE BOARD
(CEO, CFO, SID
AND CHAIR)
NUMBER IN
EXECUTIVE
MANAGEMENT
PERCENTAGE OF
EXECUTIVE
MANAGEMENT
Men
Women
other
Not specified/prefer not to say
B) Table for reporting on ethnic background
White British or other White
(including minority-white groups)
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
5
4
–
–
9
–
–
–
–
–
56
44
–
–
100
–
–
–
–
–
3
1
–
–
4
–
–
–
–
–
7
–
–
–
6
1
–
–
–
–
100
–
–
–
86
14
–
72
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Snapshot of Company skills & diversity at 31 December 2023
GENDER DIVERSIT Y
BOARD
LENGTH OF TENURE
(YEARS)
COMPOSITION OF THE BOARD
2
2
3
1
1. MALE
2. FEMALE
56%
44%
EXECUTIVE COMMIT TEE
1
1. 0 – 5
2. 6 – 10
4
5
2
1. EXECUTIVE
2. INDEPENDENT
3. NON-INDEPENDENT
2
5
2
1
1
1
AGE RANGES
(TOTAL EMPLOYEES)
ETHNICIT Y
(UK EMPLOYEES)
1. MALE
2. FEMALE
2
0
5
4
5
SENIOR LEADERSHIP TEAM
1
3
1. 20 – 29
2. 30 – 39
3. 40 – 49
4. 50 – 59
5. 60 – 79
1
23%
23%
31%
18%
5%
4
3
2
1. WHITE
55%
2. ASIAN
18%
3. BL ACK
2%
4. MIXED
7%
5. DID NOT RESPOND 18%
1. MALE
2. FEMALE
7
0
2
1
73
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Nomination Committee Report continued
Review of Board effectiveness
Appointment of consultants
The Board appointed Independent Audit Limited
to undertake the review of the effectiveness of
the Board for 2023, using their online governance
assessment service Thinking Board. They have
no connection with CLS or any individual director.
Key to Independent Audit Limited’s appointment
was their ability to compare the results of the
2023 review with those of the 2020 review, which
gave the Board a greater insight into how its
effectiveness has evolved over the medium term.
Over the subsequent two years an internal
questionnaire is used to assess Board
effectiveness. Each year, the results of the
review together with those of the previous year,
are discussed in detail and enable the Board
to understand better whether there have been
improvements in the operation of the Board
and also where it can be enhanced.
Based on the results of the 2023 review,
this approach met the Board’s objective.
Board Effectiveness Framework
The external process covered the key areas of:
Board Leadership and Company Purpose; Division
of Responsibilities; and Composition, Succession
and Evaluation.
The primary purpose of the review was to direct
the Board’s attention to areas where there might
be opportunities to improve its performance.
The report was broken down into themes, which
corresponded to the groupings of questions
covering the key topics highlighted in the chart.
74
EVALUATION PROCESS
YEAR 1Externally facilitated
questionnaire using
Independent Audit’s
Thinking Board
Software. The process
was divided into
four stages:
1st
STAGE
Design and scope of questionnaire
to address core areas and key
themes, and facilitate the ability
to provide confidential written
responses to where improvements
could be made.
2nd
STAGE
External questionnaire including
follow up on results of previous
performance evaluations.
and follow up on
results of previous
performance
evaluations
YEAR 2Internal questionnaire
YEAR 3Internal questionnaire
and follow up on
results of previous
performance
evaluations.
3rd
STAGE
Review of the results of the
questionnaire and benchmark
findings against the 2022 internally
facilitated review outcomes
as well as 2020 external
evaluation outcomes.
4th
STAGE
Presentation of report to the
Board for discussion and to
prepare a plan for achieving
desired outcomes.
BOARD EVALUATION
FRAMEWORK
BOARD LEADERSHIP AND
COMPANY PURPOSE
DIVISION OF
RESPONSIBILITIES
COMPOSITION,
SUCCESSION AND
EVALUATION
After an introductory overview, each thematic
section provided a chart of the responses, with
commentary that summarised the findings, drew
out key points, and contextualised the results based
on the experiences of other review processes.
The review was presented to the Board for
discussion at its January 2024 meeting.
Engagement
Strategy
Leadership
Governance
Succession
Challenge
Risk
Engagement
Structure
Role
Dynamics
Composition
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE 2023 EXTERNAL BOARD EVALUATION RESULTS AND OBJECTIVES FOR THE FORTHCOMING YEAR
Four key areas within the internal Board Evaluation Framework
1. STRATEGY,
RISK & FINANCE
The Board was clear on what it needs to achieve the
organisation’s purpose. Whilst there was a clear
understanding of risk, additional time should be
dedicated to assessing emerging risks in order to
better scenario plan.
Enhanced focus on “big trends” and resulting
key risks, looking at major shifts in the property
market and meeting customers’ needs and
expectations. Review resilience of the future
business model.
2024 OBJECTIVE
2. PEOPLE, CULTURE
& STAKEHOLDERS
The Board noted the improvements in risk reporting,
especially cyber risks, and their documentation.
There was agreement that the Board ensures the
leadership team is effective and an acknowledgement
that the Executive team has risen to the challenge.
The Board works well with management although
there was a desire to spend more informal time
together, and find opportunities for management
to benefit more from the NEDs’ expertise.
Further work was need to ensure culture was
monitored and embedded, and to hear more about
what matters to employees.
There was a strong sentiment that the Board
incorporates environmental, social and governance
(ESG) considerations into the strategic decision-
making, with nearly all respondents believing this
works well.
More monitoring of culture to provide assurance
that the agreed values are being embedded.
Ensure regular feedback on employee matters
to ensure it is in line with values and long-term
success of the business.
Continue the programme of more contact with
senior leaders below Board level and better
interaction with employees at all levels.
3. MIX, INFORMATION
AND
DEVELOPMENT
The Board performed well in bringing the right people
to board discussions. There was recognition of the
positivity in having senior managers at Board
meetings, whether sitting in or making presentations,
acknowledging it is excellent for their own development.
More time for deep dives on progress around
specific objectives.
Develop channels to feedback on the operation
and value of the Board within the organisation.
4. MEETINGS,
DYNAMICS AND
COMMITTEES
Board meetings worked well, assisted by the fact they
are face-to-face, with effective management of the
agenda. Similarly, discussions are inclusive, with
free-form comments praising the open dialogue,
focus and quality of communication. Debates are felt
to remain structured and to the point.
All three committees are functioning well in terms
of effective chairing, quality of discussions and the
support they receive.
Review and update directors’ responsibilities.
Continue to consider the skills of the Board
for future NED appointments, specifically with
experience of European asset management
in an entrepreneurial environment.
Increase interaction with the Chair through
dedicated one to one sessions.
Facilitate opportunity to spend more time
with executive and management teams
to share experiences.
OBJECTIVES AND OUTCOMES ARISING FROM 2022 EXTERNAL BOARD EVALUATION RESULTS
OBJECTIVES
OUTCOMES
Continue to have: more contact with senior leaders below
Board level; and better interaction with employees at
all levels.
Continue to focus on the documentation of internal
controls. Continue to develop the discussions around risks.
Implemented focus sessions, within the meeting agenda, on key areas of the business which
has enabled it to meet with many senior leaders below Board level to present on their area
of expertise. In May and November, the Board went on Paris and London property tours
respectively, supported by our wider asset, property and facilities management teams.
Key and emerging risks discussed in March and August. Annual strategy meeting in October
focused on strategic opportunities and risks. At the Audit Committee meeting in November, a
comprehensive update on the documentation and testing of internal controls was presented.
Continue focus on employee engagement and
communications below Board through various activities
including property tours and informal meetings.
Employee engagement through the Workforce Advisory Panel, property tours and informal
meetings including “Meet the Chair” and other CSR initiatives to which Board members
were invited.
Develop informal communication channels between the
Board members. More interaction with the Chair and more
contact with the business.
The Board now meets in-person throughout the year. At its May meeting and November
Board meetings, the Board met for dinner with members of the Senior Leadership Team,
which enabled informal conversations between members. The Chair initiated various ad-hoc
calls during the year, speaking with each Board member individually.
75
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Audit Committee Report
Ensuring oversight, risk management
and integrity of financial reporting
Dear shareholder
On behalf of the Audit Committee, I am pleased to
present the report of the Committee for the year
ended 31 December 2023. This report is intended
to provide an insight into the work of the
Committee during the year.
Role of the Committee
The Committee’s main roles and responsibilities
are set out below and reflect the Code provisions.
The Committee has Terms of Reference, which
are reviewed annually and are available on the
Company’s website.
Membership and attendance
Eva Lindqvist was appointed to the Committee
on 22 September 2023 following her appointment
to the Board. She joins the Committee and has
experience of other audit committees through
her non-executive director positions.
Denise Jagger left the Board and therefore the
Committee on 31 December 2023.
My experience means I have recent and relevant
financial experience, and my fellow Committee
members all have significant experience of the
real estate and other commercial sectors.
Further details of our experience can be found
on pages 60 to 61.
The Committee met four times during 2023.
This year the Committee has focussed on a
number of significant financial judgements.
Political and Economic risk
The potential for prolonged higher interest rates
and elevated levels of inflation were key
considerations for the Committee when assessing
the changing risk environment. This year, our
focus was to ensure that, in light of the challenging
market conditions, the assumptions made by
the valuers underpining the valuations were
adequately robust. We received presentations
from our valuers in each region and had the
benefit of reviewing their reports in advance.
This enabled the Committee to challenge the
valuers where there was a significant valuation
variance from prior period ends. The Committee
is of the view that the valuations are appropriate.
76
Going Concern
A significant focus for the Committee this year has
been our review of the Going Concern assessment.
At the half year and the year end, the Committee
noted that in the “Severe but plausible” scenario,
the Group is reliant upon its ability to both refinance
maturing debt and to complete a number of
investment property disposals in the going concern
period in challenging market conditions.
Management remain confident that, whilst
sufficient refinancing and property disposals would
be achieved, the planned refinancings of facilities
falling due within the going concern review period,
and planned property disposals, were outside
management’s direct control. Consequently we
supported the conclusion that a material
uncertainty existed in the “Severe but plausible”
scenario that could cast significant doubt on the
Group’s ability to continue as a going concern.
The Auditors had reviewed Management’s
paper on the assessment of the Group’s going
concern, they also concluded that a material
uncertainty existed.
During the year, Management have executed all
scheduled refinancings and have also refinanced
a significant proportion of 2024 loans early.
This year we
have focused
on enhancing,
documenting and
testing our internal
controls and risk
reviews through
the implementation
of a new digital
platform.
COMMITTEE MEMBERS’
ATTENDANCE DURING
THE YEAR ENDED
31 DECEMBER 2023
Elizabeth
Edwards
Bill Holland
Denise Jagger
Eva Lindqvist
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE
Notwithstanding the material uncertainty after
due consideration, the Committee is therefore
satisfied that the assessment of the going concern
basis and statements made in connection with it
are appropriate. In addition, having taken into
account the key judgements made in relation to
the going concern period, and the current
progress on both the refinancings and sales, the
Committee agreed that there is a reasonable
expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due
and to continue as a going concern for the period
to at least 31 July 2025.
Sustainability
Given the increased focus on sustainability
from investors and tenants, we reviewed the
sustainability data and assurance, looking at the
sources of data for key reporting areas which had
external or other forms of assurance and how
these sources map to key submissions such as
the Strategic Objective KPI, our Net Zero Carbon
Pathway, GRESB and this Annual Report.
A new sustainability data platform is being
implemented which will provide instant
management information in relation to energy
(and therefore carbon) consumption, and it will
go live in April 2024. We noted some of the data
issues centred around the automatic data link
between the smart meter and the existing
platform which were being resolved in time for
the go-live date.
During 2023, we reviewed the scope and process
for sustainability data assurance and concluded
that, for the time being, it would remain separate
to financial auditing.
Corporate Governance
We are closely monitoring the impact of the
withdrawal of proposed legislation covering
additional corporate and company reporting
requirements. We will continue to monitor
developments to ensure that CLS is thoroughly
prepared for any future legislative or
regulatory changes.
Cyber Risks
During the year, we received presentations from
our Head of IT outlining the steps the Group had
taken to reduce the potential for a cyber security
incident. This included penetration testing, which
showed that our security defences were
sufficiently robust, and the IT training to assist
employees in preventing risks entering our IT
environment has been effective. Our Group’s
SecurityScorecard rating remains at 96 (A rated),
which places us in the top 2% of companies
monitored by our cyber security partner.
Establishment and review of effectiveness
of internal controls
The Board recognises that it is responsible for
maintaining and monitoring the Group’s system of
internal controls and reviewing its effectiveness.
In order to do so, it is supported by the work of
the Committee.
During the year, Management undertook a
comprehensive internal controls testing programme
covering financial and operational areas, and
reviewed our risk analysis that had been
documented on our CoreStream software. It was
noted that whilst there were no major control
failings, minor process improvements had been
made as a result and the risks remained appropriate.
Key features of our system of internal control include:
• a comprehensive system of financial reporting
and business planning;
• a defined schedule of matters for decision by the
Board, revisited by the Board at least annually;
• an organisational structure with clearly defined
levels of authority and division of responsibilities;
• formal documentation and approval procedures;
• the close involvement of the Senior Leadership
Team in all aspects of day-to-day operations,
including regular meetings with line managers
to review all operational aspects of the business
and risk management systems;
• annual Board review of Group strategy including
forecasts of the Group’s future performance and
progress against strategy;
• formal sign-off on the Group’s Anti-Facilitation
of Tax Evasion, Whistleblowing, Securities
Dealing and Anti-bribery policies by all
employees annually.
• The programme of internal controls testing
consisted of sample testing across the Group for
the following processes:
– Accounts payable: authorisations, approval
limits, segregation of duties;
– Accounts receivable; authorisations, approval
limits, credit management; and
– Payroll; access controls, reconciliations,
authorisations and segregation of duties.
Financial reporting and significant
financial judgements
Our consideration of the remaining significant
judgements in the financial statements is set out on
page 80 and includes property valuations, revenue
recognition and management override of controls.
Bill Holland
Chair, Audit Committee
8 March 2024
OUR FOCUS FOR THE
YEAR AHEAD
• Ensure valuations
and assumptions
underpinning the
valuations are
appropriate
• Monitor principal
and emerging risks
to ensure the risk
register remains
appropriate and
mitigations are
in place
• Review and monitor
internal controls
and receive regular
updates on internal
controls testing
• Receive regular
reviews on the
implementation of
MRIx, a new property
and finance software
system, and
Corestream, our
risk management
software
• Foster a good
working relationship
with the external
auditor, with a focus
on the key issues
outlined in each
audit report during
the year
• Monitor the impact
of changes to
accounting and
governance laws
and regulations
• Monitor sustainability
data reporting and
processes
77
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Audit Committee Report continued
Main activities during the year
Principal responsibilities of the Committee
AREAS OF RESPONSIBILITY
KEY AREAS DISCUSSED AND REVIEWED BY THE COMMITTEE DURING THE YEAR IN DISCHARGING ITS RESPONSIBILITIES
Monitoring the integrity
of the financial
statements and any
formal announcements
relating to financial
performance, and
reviewing significant
financial reporting
judgements contained
in them
At our meetings in March 2024 and August 2023 we reviewed the full year and half-year results, respectively. This
was in conjunction with the presentation of supporting external audit reports and reviews from EY, our external
auditor, on those financial statements. Our discussions focused on the significant financial judgements which are
explained in the next table.
In November 2023 the Company received a letter from the Financial Reporting Council (FRC) to say that it had
reviewed the Company’s Annual Report and Financial statements for the year ended 31 December 2022.
The FRC review was based solely on the annual report and accounts and does not benefit from detailed knowledge
of our business or an understanding of the underlying transactions entered into. Their letter provided no assurance
that the annual report and accounts are correct in all material respects, because the FRC’s role is not to verify the
information provided to it but to consider compliance with reporting requirements.
We are pleased, however, that the FRC did not raise any material issues or ask any questions. The FRC did
recommend some areas for improvement, including identifying the significant judgements to disclose in the
financial statements, how we communicate alternative performance measures, disclosures of valuation techniques
for equity investments and greater focus on areas of climate related disclosures.
The Audit Committee were grateful for the recommendations and have appropriately incorporated them into this
year’s financial statements.
Providing advice on
whether the annual
report and accounts,
taken as a whole,
is fair, balanced and
understandable,
and providing the
information necessary
for shareholders to
assess CLS’ position and
performance, business
model and strategy
We reviewed the 2023 annual report and accounts at our Committee meetings in February and March 2024 and
reported our conclusions to the Board that they contained sufficient information for shareholders to assess the
Group’s performance and strategic operations.
We also considered the Alternative Performance Measures (‘APMs’) that CLS uses alongside statutory figures and
concluded that these should remain unchanged from last year and that these assist in providing stakeholders
with additional useful information on the underlying trends, performance and position of the Group. Note 5 and the
Supplementary disclosures to the financial statements give a full description and reconciliation of our APMs.
Additionally, having considered how the report was formulated, reviewed internally and by the external Auditor,
we considered that the 2023 annual report and accounts meets the criteria set out in Provision 25 of the Code and
recommended them to the Board. The Board’s statement is set out on page 103.
Reviewing our risks, risk
management systems
and internal financial
controls
The Committee assists the Board in undertaking a robust assessment of the Group’s principal and emerging risks.
It receives reports at its meetings which identify principal risks and any movements in them, which it then reviews
and reports to the Board on its findings, for wider discussion and approval. The ways in which the Group’s principal
and emerging risks are identified and addressed are set out on pages 51 to 53.
As explained above, during the year, in addition to reviewing the established framework for internal controls and
risk management systems, the Committee received and discussed reports from management on the operation
and testing of the Group’s internal controls.
We reviewed the overall status of the principal risks and uncertainties, the changes in risk profile in 2023, and the
current direction of travel for 2024. It was noted that in 2023, the risk profiles remained largely unchanged. In regard
to the current direction of travel of the risks faced, financing was deemed to be the sole risk that may increase
throughout the year due to current uncertainties with the market, specifically around interest rates and inflation. We
maintain robust controls which help to mitigate financing risk, through weekly treasury updates with Executives and
maintaining strong relationships with over 26 lenders.
We also continued to monitor the roll-out of the Group’s new property and finance system, which is now live in the
UK and France. German implementation is expected to be in Q3 2024. The system is now starting to provide the
operational efficiencies expected, following a significant amount of testing and development.
78
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE AREAS OF RESPONSIBILITY
KEY AREAS DISCUSSED AND REVIEWED BY THE COMMITTEE DURING THE YEAR IN DISCHARGING ITS RESPONSIBILITIES
In light of the size and complexity of the Group, and the regular updates the Committee receives on internal controls
testing, the Committee is confident that there remains no requirement for an in-house internal audit function. How
assurance on internal controls is achieved is set out on page 77.
As a result of the tender process in 2021, EY were appointed as the Group’s external auditor following the
publication of the Group’s final results and were formally appointed at the 2022 AGM. They were reappointed at the
2023 AGM and will stand again for re-appointment at the 2024 AGM.
The Committee reviewed the fee for the 2023 audit at its meeting in November 2023 and confirmed that it
was appropriate.
The Committee receives a report from the external auditor on their continued independence, contained in their
reports at the full year and half year, and at the planning meeting in November. Following consideration, the
Committee considers EY remains independent and objective in its external audit of the Group.
We reviewed EY’s reports on the external audit strategy and findings from the review of the half-yearly financial
report and from the audit of the annual report and accounts. We found the reports to be comprehensive and
sufficiently detailed and focused.
We also met with the auditor prior to the Board’s final approval of those financial statements in order to receive
reports on the external audit process. The Committee is pleased to report that there were no issues of a material
nature that needed to be brought to the Board’s attention.
After the external audit process has taken place the Committee meets with internal stakeholders to review the
effectiveness of the external audit process. This is fed back to our external audit partner. We consider that EY provided
an effective audit and that key accounting and auditing judgements had been identified and reported in line with
regulatory and professional requirements. This allowed us to recommend their reappointment to the Board.
The Committee has developed a policy on the supply of non-audit services to safeguard auditor independence and
objectivity. The policy reflects the requirements of the FRC’s ethical standard.
During the year non-audit services undertaken by the external auditor amounted to £76,000 (2022: £51,000) and
related to the half-year review, which is considered to be an audit related assurance service, and the fee in relation
to access to a knowledge database product owned by EY. The Committee concluded that the external auditor’s
independence was not impaired.
The Committee considers that it has complied with the provisions of the Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014.
Monitoring and
reviewing annually
whether there is a need
for an internal audit
function and making
a recommendation to
the Board
Conducting the
audit tender
process and making
recommendations
to the Board, about
the appointment,
reappointment and
removal of the external
auditor, and approving
the remuneration and
terms of engagement
of the external auditor
Reviewing and
monitoring the external
auditor’s independence
and objectivity
Reviewing the
effectiveness of the
external audit process,
taking into consideration
relevant UK professional
and regulatory
requirements
Developing and
implementing a policy
on the engagement of
the external auditor
to supply non-audit
services, ensuring
there is prior approval
of non-audit services,
considering the
impact this may have
on independence,
taking into account the
relevant regulations and
ethical guidance, and
reporting to the Board
on any improvement or
action required
79
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Audit Committee Report continued
Financial reporting and significant financial judgements
SIGNIFICANT ISSUES
CONSIDERED BY THE
COMMITTEE RELATING TO
THE FINANCIAL STATEMENTS
Property valuations
HOW THESE ISSUES WERE ADDRESSED BY THE COMMITTEE
The Committee met with the Group’s UK, German and French valuers during the year and extended an invitation to
the whole Board to attend. During the meeting we discussed the methodology used for the six monthly valuations
of the Group’s properties and received in-depth reports on the local markets in which the properties were located.
We discussed the risks and opportunities of the key properties in each location that were of significant value or had
the largest changes in valuations to better understand our long-term plan for each property. Independently, the
external auditor also met with the Group’s valuers using real estate specialists and provided the Committee with a
summary of their review contained within their reports at the half-year and year end.
The Committee was satisfied with the explanations provided by the valuers in relation to the portfolio and that
the methodology, assumptions and judgements used were appropriate. The Committee recommended to the
Board that the valuations were suitable for inclusion in the financial statements and the work of the auditor
was appropriate.
Going concern and
viability statements
As described above, the Committee considered management’s assessment of the Group’s going concern and
viability statements.
Revenue recognition
In accordance with Provisions 30 and 31 of the UK Corporate Governance Code, our going concern and Viability
Statements, and the methodology used in its preparation, can be found on pages 54 to 57.
The Committee considered the main areas of judgement exercised by management in accounting for revenue,
including the treatment of rent, lease incentives and service charge income. The external auditor confirmed that
they had audited the timing of revenue recognition, treatment of rents, service charge income, other property-
related income and lease incentives and assessed the risk of management override. Based on the audit
procedures performed, they did not identify any matters to bring to the Committee’s attention. The Committee,
having consulted with the external auditor, concurred with the judgements applied by management and was
satisfied that revenue is appropriately recognised and reported.
Significant transactions
The Committee considered there to be no significant transactions during the year that were outside the ordinary
course of business.
Management override
of controls
The Committee assessed the framework for financial controls, which are regularly updated by management and
brought to the Committee for review and approval. The Committee found no concerns arising from its review.
The external auditor performed planned audit procedures on the key areas which may be susceptible to
management override. This included identifying fraud risks during the audit planning stages, making inquiries of
management about risks of fraud and the associated controls, considering the effectiveness of management’s
controls designed to address the risk of fraud and performing specific procedures regardless of identified risks,
including journal entry testing. The external auditor confirmed to the Committee that they did not identify any
matters that suggested there had been instances of management override during the year.
80
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Remuneration Committee Report
Aligning reward with performance
in challenging times
Dear shareholder
I am pleased to present the Report of the Remuneration
Committee (the ‘Committee’) for the year ended
31 December 2023. I joined the Committee on
22 September 2023 and assumed the
responsibility as Committee Chair on 1 January
2024, taking over from Denise Jagger who had
been Committee Chair since April 2020. I would
like to thank Denise for her significant contribution
as Committee Chair and for working with me on
the content of this report and providing a very
comprehensive handover.
This report sets out the implementation of the
Company’s current Directors’ Remuneration Policy
(“Policy”) for the year ended December 2023, which
was approved by 99.17% of shareholders at the
Annual General Meeting held on 27 April 2023.
The sections contained in this report are:
• the Annual Statement from the Chair of the
Remuneration Committee; and
• the Annual Report on Remuneration which
explains how we have paid our Directors under
the current Policy this year and how our framework
aligns with our wider strategy and corporate
governance best practice, as well as how we
consider remuneration of the wider workforce
in relation to executive pay.
As in previous years, the Annual Report on
Remuneration and this Annual Statement are
subject to a single advisory shareholder vote
at the AGM, which will be held on 25 April 2024.
Role of the Committee
The Committee’s main purpose is to assist the
Board in discharging its responsibilities for:
• reviewing the overall remuneration policy for
executive directors and senior management;
• recommending and monitoring the level and
structure of remuneration for executive
directors and senior management;
• governing all share schemes; and
• reviewing any major changes in employee
compensation and benefit structures
throughout the Group.
The Committee’s Terms of Reference, which
are reviewed annually, are available on the
Company’s website.
Membership and attendance
At the year end, the Committee comprised
three independent Directors and the Chair of
the Board, who was independent on appointment.
The Committee therefore complies with the
provisions of the Code.
As set out above, Denise stepped down from the
Board and the Committee on 31 December 2023.
I became Committee Chair on 1 January 2024.
During 2023, the Committee met three times and
held a number of informal discussions with the
Executive Directors and the full Board. We believe
it is important that during the year the Committee
keeps up-to-date to enable timely discussions
where business decisions may affect remuneration.
Both myself and my predecessor met with
our retained remuneration consultant,
PricewaterhouseCoopers LLP (‘PwC’), to discuss
best practice generally and to ensure that we were
updated on current and emerging thinking and that
we were applying best practice. PwC also attended
Committee meetings to share their experience and
provide an update on wider remuneration trends as
context for the Committee’s decision making.
99% shareholder
approval for our
Policy shows close
alignment to
remuneration
structures that
support long-term
performance.
COMMITTEE MEMBERS’
ATTENDANCE DURING
THE YEAR ENDED
31 DECEMBER 2023
Denise Jagger
Bill Holland
Eva Lindqvist
Lennart Sten
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CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Remuneration Committee Report continued
Our continued focus on our tenants’ needs and
on developing effective working relationships is
delivering benefits in that we are able to deploy
our in-house resource quickly and effectively as
our tenants’ needs evolve.
Our 2022 final dividend was payable in May 2023
and our 2023 interim dividend in October 2023. On
both occasions, the Board carefully considered the
overall performance of the Group and concluded
that it was appropriate to pay the dividends in line
with our existing dividend policy. Given the overall
performance of the Group, the Board has decided
to propose a maintained final 2023 dividend which,
together with the interim dividend, results in a flat
in the full year dividend, which is 1.30x covered by
EPRA earnings.
The Committee considered these efforts and
achievements to ensure they were reflected
in remuneration outcomes as set out below.
Annual Bonus key performance indicators
EPRA EPS was 10.3 pence, which was on target,
resulting in a bonus of 50% of the maximum
available bonus for this element being achieved.
This was driven by increased net rental income
but offset by higher financing costs.
Total Accounting Return, based on EPRA NTA,
was -20.8%, and therefore below the threshold at
which a bonus is earned. This was because NTA
decreased from 329.6 pence per share to 253.0
pence per share, almost entirely as a result of
revaluation declines. This resulted in nil payout
under this element.
EPRA vacancy rate was 11.0%, which was below
target but above the threshold at which a bonus
is earned, resulting in a bonus of 34.4% of the
maximum available bonus for this element being
achieved. Although we also saw strong lettings
demand across the existing portfolio with
significant lease deals in all three countries, there
were a large number of refurbishments made
available to let during the year which resulted in
the vacancy rate being higher than anticipated.
2023 Remuneration Policy
This is the first year of the implementation of our
new Policy. Following a successful consultation
where my predecessor corresponded with a number
of shareholders and shareholder representative
bodies, we were pleased with its endorsement
by 99.17% of shareholders at last year’s AGM.
The changes we made were primarily aimed
at supporting the Committee’s strategy whilst
simplifying our remuneration structure and
moving closer to established best practice for
a company of our size and operation.
2023 Group performance and outcomes
2023 has been exceptionally challenging for
the real estate industry as a whole.
We have had to contend with a number
of macro-economic events such as rising
interest rates, the highest level of inflation
in a generation and an emerging post-Covid
landscape of continuing changes to expectations
of employees and employers regarding attendance
at a single place of work and hence levels of office
use. Unsurprisingly, these significant macro
events had an impact on the overall results
of the Group and the achievement of KPIs.
The Board’s focus for the executive team was
to complete our refurbishment projects to a
high standard, both in terms of fit out but also
incorporating sustainability requirements,
and continuing to drive lettings. We have been
highly successful at securing additional rental
income through lettings, which were ahead of ERV,
and delivering our refurbishments to an excellent
standard, which the Board has seen first-hand
during property visits in Paris and London.
During the year we were able to execute our
planned refinancings ahead of schedule. We also
successfully diversified our portfolio of loans with
two revolving credit facilities.
We have seen an increase in our lettings volume
and index linked leases, which has increased our
net rental income thereby off setting inflationary
pressures, but our financing costs have also risen
due to higher interest rates. The investment
market has yet to return to pre-pandemic levels,
which has caused some delays in the sale of some
properties and as a result we also continue to
pause acquisitions. Equally, we have not been
immune from the declines seen in property values
across the real estate sector over the course of
the year, but it is clear that our teams have been
doing all they can to mitigate that impact.
82
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE ESG SPECIFIC
PERFORMANCE
OPERATIONAL
DIGITISATION
The Strategic Objective measure was reviewed
and performance assessed by the Committee
as set out below.
As reported in the sustainability report, the Group
exceeded its target to reduce carbon emissions
and energy use in line with the Net Zero Carbon
(“NZC”) pathway model by 4% (like for like).
The Group also completed all of the planned
photovoltaic (“PV”) installation projects across
the portfolio.
The Group successfully executed all of its key
Treasury objectives in this area.
The Group is undergoing a transformative
information system upgrade and has already
successfully implemented it in the UK and France.
The focus of this objective was to implement
the system in Germany and Luxembourg.
This objective was substantially complete;
the implementation was delayed as we wait for
necessary system changes from the third party
provider and to ensure that the resultant system
is implemented to the required standard.
The Committee noted that this delay was outside
of management’s control.
Following discussion, the Committee agreed that
in the round the Executive Director’s performance
against the strategic objectives had been
excellent, such that it approved to award 100%
of the maximum available bonus for this element.
The Committee determined that, taken as a whole,
the attainment against our annual bonus KPIs
broadly reflected the performance of the Group
and the associated shareholder experience. We
also noted that some external factors (outside
management’s control) had impacted the ability
to achieve the stretching targets which had been
set at the start of the year. For example, the extent
to which macro elements such as the decline in
property values during the year, impacted the NTA,
and the speed at which interest rates increased
during the year, and impacted our EPS
performance. Taking these factors into account,
the Committee concluded that no discretionary
adjustment was warranted in relation to the
formulaic outcome from the annual bonus scheme.
As a result, the overall bonus outcome for the
CEO was £345,824 and CFO was £184,925,
representing 46.9% of the maximum potential
bonus. In line with Policy, the Executive Director’s
annual bonus will be paid in cash on the basis
they are below 100% of salary. See page 88 for
breakdown of the amounts.
Performance Incentive Plan – Element A (run off)
Following the introduction of the new Policy, this
scheme is now in run off and no further contributions
are being made. As confirmed in last year’s
Remuneration Report, 50% of the balance will
be paid out in respect of plan year 3 (2023) and
the remaining balance in respect of plan year 4,
(2024). The value of notional shares in the Bonus
Pool, which is linked to share price performance,
fell by 36%, resulting in a reduction in its value
for the CEO of £38,956 and CFO of £15,904.
This resulted in a payout of £37,458 and £15,292
for the CEO and CFO respectively.
LTIPs
The 2020 LTIP Awards were granted on 13 May
2020 and performance was assessed over a
3 year period ending on 31 December 2022.
As reported last year, the relative TSR element
was below median and therefore resulted in nil
vesting under this element of the award. The
relative EPRA NTA per share was between median
and upper quartile and therefore resulted in a
59.7% vesting under this element of the award.
The overall vesting for the 2020 LTIP was 29.9%.
The Committee considered that the formulaic
vesting outcome reflected the underlying
performance of the Company and that no windfall
gains were made.
The 2021 LTIP Awards were granted on 10 March
2021 and performance was assessed over a 3
year period ending on 31 December 2023. CLS’
TSR was below median and therefore resulted in
nil vesting under this element of the award. The
final assessment against the relative EPRA NTA
per share performance condition is pending as
this can only be considered when all comparator
group companies have published their 2023
EPRA NTA per share figures. When available, the
Committee will assess the achievement against
the performance targets under both measures to
determine the final vesting level. As part of this
process, the Committee will consider whether the
formulaic vesting outcome is a fair and appropriate
reflection of the underlying performance of the
Company including whether any windfall gains
have been made.
The fourth grant under the LTIP was made in
March 2023, with the same award levels as in
2022 at 150% of salary for the CEO and 120% of
salary for the CFO. This was below the maximum
level permissible under the new Policy (200% of
salary), recognising the reduction in share price
since the 2022 grant. The Committee will review
whether there has been any windfall gains upon
vesting in 2026 and make appropriate adjustments
at that time if this is the case.
83
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Remuneration Committee Report continued
For completeness here, we note that the 92,401
shares granted to the CEO and 26,358 shares
granted to the CFO in 2020 under Element B
of the PIP vested on 5 March 2023. No further
awards vest for either participant under this plan.
Discretion
The Committee confirms that it did not exercise
discretion in relation to the formulaic outcomes
of the 2023 annual bonus, the PIP Element A
run off or the 2020 LTIP award.
Implementation of Policy for 2024
Salary increase
In line with our Policy, the Committee reviewed
base salaries for the Executive Directors against
the relevant comparator groups and considered
what was appropriate given the current economic
environment and increases awarded to our
general employee population. As a result, a 3%
uplift was awarded to both Fredrik Widlund
and Andrew Kirkman, mirroring the percentage
increase awarded to the wider workforce.
The increases will apply from 1 January 2024.
Variable pay
The award levels under the annual bonus remain
unchanged at 150% of salary and 125% of salary
for the CEO and CFO respectively.
Reflecting on the current economic climate and
the fall in CLS’ share price since the grant of the
2023 LTIP, the Committee has determined that this
would not be an appropriate time to increase the
LTIP award towards the Policy maximum of 200%
of salary. Therefore, the 2024 LTIP awards will
remain unchanged at 150% and 120% of salary
for the CEO and CFO respectively. This will be kept
under review for 2025 and, as reported previously,
the Committee intends to use the approved Policy
increase only when this is appropriate.
Performance Measures
The Committee reviewed the 2024 performance
measures for the annual bonus and LTIP, and
proposed a reweighting of the annual bonus
metrics as set out below:
• EPRA EPS – 40% weighting (no change)
• Total Accounting Return (based on EPRA
NTA) – 15% weighting (previously 20%)
• EPRA vacancy rate – 25% weighting
(previously 20%)
• Strategic objectives (including ESG) –
20% weighting (no change)
The Remuneration Committee acknowledges
the difficulty in setting annual bonus targets in
such a volatile economic environment and the
weighting of the TAR measure has been reduced
to reflect this and the continued uncertainty
regarding property valuations. Due to the pause
in acquisitions, the Board expects growth over
2024 to be predominantly organic, with greater
emphasis on ensuring higher occupancy during
the year. As a result, the weighting of the EPRA
vacancy has been increased. The Committee will
review the balance of measures again for 2025.
The strategic performance element in
the annual bonus provides flexibility to set
objectives for the CEO and CFO, against which
the Committee will assess performance using
a combination of quantitative and qualitative
measures. The strategic performance element
also links the Executive Directors’ pay to ESG
objectives which both reflects broader investor
views and ensures that the Executive Directors
are rewarded for effective delivery against the
company’s ESG strategy.
There are no changes to the weightings of the
LTIP metrics at 35% on Relative TSR and 65%
on Relative EPRA NTA per share growth.
The FTSE350 Supersector Real Estate Index
(excluding certain companies which are less
directly comparable) remains the benchmark
against which both measures are assessed.
Corporate governance
Over 2023 and previous years, we have taken
the following steps:
• Overseen the implementation of our
Remuneration Policy so that it remains aligned
with best practice and designed to encourage
long-term value creation for shareholders;
• Reviewed our terms of reference to ensure
the Committee has appropriate oversight of
the Directors’ and senior management’s pay as
well as the operation of reward arrangements
throughout the organisation;
• Reviewed pension levels for Executive
Directors to ensure that these were aligned
with the wider workforce;
• Implemented a post-employment shareholding
requirement such that the minimum shareholding
requirement must be retained for two years
post cessation, with a mechanism in place to
enforce this; and
• Assessed workforce pay policies and practices
to ensure that they are aligned to our wider
culture and remain an effective driver of Group
success. The Committee continues to review
and monitor governance developments and
market context regularly in order to ensure
the appropriateness of our reward and
remuneration policies.
84
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Concluding remarks
The Group has continued to face headwinds as
a result of the current economic climate and in
this context the Committee believe that Executive
Director pay outcomes are reflective of the results
contained in this annual report. We believe our
approach to pay aligns with the Company’s
strategies of growing profitability and delivering
appropriate returns. We trust that this report
will answer any questions you may have in
respect of remuneration, and we would be glad
to receive your support at the 2024 AGM
in respect of the advisory vote on the Annual
Report on Remuneration.
Finally, I want to recognise that the Company’s
performance would not be possible without the
hard work shown by our employees during these
challenging times. To all staff – thank you for your
dedication and commitment to making CLS the
strong business it remains today.
Eva Lindqvist
Chair, Remuneration Committee
8 March 2024
OUR FOCUS FOR
THE YEAR AHEAD
• Oversee the
implementation of
the Remuneration
Policy in relation
to the Executive
Directors and the
workforce generally
• Monitor performance
against KPIs
• Continue to ensure
consistency of
approach and fair
pay conditions across
the Group and seek
expert advice and
market data to
inform decisions
• Ensure Company
performance is
appropriately
reflected in any
performance-related
pay element of
remuneration
• Receive updates
from HR in relation
to developments in
employee benefit
structures to
ensure compliance
with the Code
Performance of the Committee
The Committee undertakes a review of its
performance each year. During 2023, this review
was undertaken externally by way of a questionnaire
and concluded that the Committee continued to
perform effectively and had unfettered access to the
information and advice it needed to make informed
decisions on all matters related to remuneration.
Advisors to the Remuneration Committee
To ensure that the Group’s remuneration practices
are in line with best practice, the Committee’s
independent external remuneration advisors are
PwC. PwC attends meetings of the Committee
by invitation.
During the year, the Committee sought advice
from PwC in relation to emerging issues and
development of best practice as well as
specifically in the application of our own policies
related to remuneration. On occasion, the CEO
and COO were invited to parts of Remuneration
Committee meetings to hear from PwC about the
broader landscape and trends in executive pay
and emerging practices, and respond to questions
from the Committee.
Such attendances excluded any matter concerning
their own remuneration. The Company Secretary
acts as secretary to the Committee.
PwC is one of the founding members of the
Remuneration Consultants Group Code of Conduct
and adheres to this Code in its dealings with the
Committee. The Committee reviews the objectivity
and independence of the advice it receives from
PwC at a private meeting each year. It is satisfied
that PwC is providing independent, robust and
professional advice. The fees for the advice
provided by PwC in 2023 were £131,250 excluding
VAT which were an increase on the previous year
(2022: £122,000) due to additional services around
our policy review and renewal. Going forwards
they will fall and be subject to a fixed scope and
fee, particularly in years of no review.
85
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Remuneration Committee Report continued
Linking our 2023 Remuneration Policy to our Strategy
COMPANY STRATEGY
We acquire the right properties
• Invest in high-yielding
properties, predominantly
offices, with a focus on
cash returns
We secure the right finance
• Target a low cost of debt
• Utilise diversified sources
of finance to reduce risk
• Maintain high level of liquid
• Diversify market risk by
resources
investing in geographical areas
with differing characteristics
We deliver value through active
management and cost control
• Maintain high occupancy
rates
• Maintain a diversified customer
base underpinned by a strong
core income stream
• Maintain strict cost control
We continually assess whether
to hold or sell properties
• Focus on holding those
properties with the potential
to add value through active
asset management
• Sell those properties which
are low yielding or where
the risk/reward ratio is
unfavourably balanced
We reward shareholders,
customers and employees
• Grow dividend in line
with growth of the
business
• Provide cost effective
acommodation by
investing profits back
into the business
• Reward employees for
their work and loyalty
REMUNERATION
PRINCIPLES
OUR GROUP STRATEGY INFORMS OUR REMUNERATION PRINCIPLES AND OUR STRUCTURE SUPPORTS
THESE OBJECTIVES
COMPETITIVE
• Salaries are targeted to be at a conservative level and variable
pay is targeted at above median so that combined, total remuneration
should be competitive when compared with companies of similar size
and scale, i.e. peers in the FTSE 350/Small Cap real estate sector.
• LTIP ensures more competitive market positioning, provided that
the executive team delivers long-term sustainable performance.
PERFORMANCE
LINKED
• A significant part of the Executive Directors’ reward is determined
by the Company’s success in delivering its strategy.
• Failure to achieve threshold levels of annual and long-term
performance may result in no bonus and/or no vesting of the LTIP.
• The fixed element of the Policy remains conservative against industry
and sector peers.
• The Committee retains discretion to adjust pay outcomes if they do not
reflect wider business performance in line with best practice.
SHAREHOLDER
ALIGNED
• A considerable part of the reward is paid in shares combined
with significant shareholding requirements.
• Annual bonus over 100% of salary will be deferred in shares
and vest after 3 years subject to continued employment.
• In the case of the LTIP, deferral applies over a period of 5 years
from grant. This allows the build up and retention of meaningful
shareholdings by the Executive Directors.
• Post-employment shareholding requirement increases lock-in over
longer term and incentivises effective long-term decision making.
Link to Code Provision
40 factors:
• Alignment to culture.
• Proportionality.
Link to Code Provision
40 factors:
• Predictability.
• Alignment to culture.
Link to Code Provision
40 factors:
• Risk.
• Alignment to culture.
• Clarity.
SIMPLE AND
TRANSPARENT
• All aspects of the remuneration structure are clear to participants and
openly communicated.
• The annual bonus is aligned to market practice.
• The LTIP is also aligned to standard market practice and simple
Link to Code Provision
40 factors:
• Simplicity.
• Clarity.
to understand.
• The overall framework for remuneration is therefore aligned
with good governance.
OUR CHOSEN INCENTIVE PLAN MEASURES CLEARLY SUPPORT THE COMPANY STRATEGY
ANNUAL BONUS (2023)
EPRA Earnings Per Share (40%)
Total Accounting
Return (20%)
EPRA Vacancy rate (20%)
Strategic Objective (20%)
LTIP
86
Relative Total Shareholder Return
(35%)
Relative EPRA NTA growth per share (65%)
OUR CHOSEN INCENTIVE PLAN MEASURES CLEARLY SUPPORT THE COMPANY STRATEGY AND CULTURE,
WHILST BEING MARKET CONSISTENT
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Aligning our 2023 Remuneration Policy with provision 40 of the 2018 UK
Corporate Governance Code
The Code requires the Committee to determine the Policy and practices for Executive Directors in line with a number of factors set
out in Provision 40. The following table sets out how the Remuneration Committee’s Policy is intended to be implemented in 2024,
aligns with Provision 40 of the Code. The objective is to ensure that the remuneration policy operated by the Company is aligned to
all stakeholder interests including those of shareholders.
Provision 40 factor
How the Policy aligns with the factor
Clarity – remuneration arrangements
should be transparent and promote
effective engagement with shareholders
and the workforce.
Simplicity – remuneration structures
should avoid complexity and their
rationale and operation should be
easy to understand.
Risk – remuneration arrangements
should ensure reputational and other
risks from excessive rewards, and
behavioural risks that can arise from
target-based incentive plans, are
identified and mitigated.
Predictability – the range of possible
values of rewards to individual Directors
and any other limits or discretions should
be identified and explained at the time of
approving the policy.
Proportionality – the link between
individual awards, the delivery of
strategy and the long-term performance
of the Company should be clear.
Outcomes should not reward
poor performance.
Alignment to culture – incentive
schemes should drive behaviours
consistent with Company purpose,
values and strategy.
• The Company’s performance-linked remuneration is based on supporting the
implementation of the Company’s strategy as measured through its core KPIs.
There is transparency over the performance metrics in place for both the annual
bonus and the LTIP, and there is a clear link between long-term value creation and
the provision of reward to Executive Directors and senior management.
• The operation of the structures is made clear in the Directors’ Remuneration Report.
• Market aligned annual bonus plan is of a standard structure, is simple and its operation
is well understood.
• The LTIP is a market standard structure which is familiar to participants and
shareholders alike.
• The Policy includes:
– setting defined limits on the maximum awards which can be earned;
– requiring the deferral of a substantial proportion of the incentives in shares
for a material period of time;
– aligning the performance conditions with the strategy of the Company;
– ensuring a focus on long-term sustainable performance through the LTIP; and
– ensuring there is sufficient flexibility to adjust payments through malus and
clawback and an overriding discretion to depart from formulaic outcomes.
• These elements mitigate against the risk of target-based incentives by:
– limiting the maximum value that can be earned;
– deferring the value in shares for the long-term which helps ensure that the performance
earning the award was sustainable and thereby discouraging short term behaviours;
– aligning any reward to the agreed strategy of the Company;
– ensuring that the use of an LTIP supports a focus on the sustainability of the
performance over the longer term;
– providing an opportunity to reduce or cancel the awards if the behaviours giving rise
to the awards were inappropriate; and
– providing an opportunity to reduce or cancel the awards, if it appears that the criteria on
which the award was based do not reflect the underlying performance of the Company.
• The Remuneration Committee has a good line of sight and control over the potential
performance outcomes, and the actual and perceived value of the incentives.
• The Policy sets out the potential remuneration available in a number of performance
scenarios on page 162 of 2022 annual report.
• One of the key strengths of the approach of the Company to remuneration is the direct
link between the Company strategy and the value received by Executives.
• The Company has clearly articulated the potential reward to the Executives compared
to the value that has to be delivered to shareholders for that reward to be earned.
• Our KPI measures linked to annual bonus outcomes mean pay fluctuates
with performance.
• The LTIP rewards long-term sustainable performance in an inherently cyclical market.
• This focus on long-term sustainable value is a key tenet of the Company’s strategy and
its culture and values.
• The Strategic objectives, including ESG measures, within the bonus supports company
purpose in relation to its ESG strategy.
• Executive directors remuneration outcomes are considered in the context of outcomes
across the wider workforce.
• The Committee is committed to fair pay across the workforce.
87
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Remuneration Committee Report continued
Annual Report on Remuneration
Our overall structure is as follows and the outcomes are set out below:
Year 1
Year 2
Year 3
Year 4
Year 5
Fixed pay
Salary, Pension
and Benefits
Annual bonus
KPI driven outcomes
Payment will be in cash up to 100% of salary and any balance over
100% of salary will be deferred into shares and vest after 3 years,
subject to continued employment
LTIP
3-year performance period
2-year post-vesting holding period
Unless otherwise stated, narrative and tables are unaudited
Single total figure for Executive Directors’ remuneration (Audited)
The following table shows an analysis of remuneration in respect of qualifying services for the 2022 and 2023 financial years for
each Executive Director:
2023
Executive
Director
Fredrik
Widlund1
Andrew
Kirkman2
2022
Executive Director
Fredrik
Widlund1
Andrew
Kirkman2
Bonus
£0003
Salary
£000
Taxable
benefits
£0005
Cash
£000
Deferred
shares
£000
LTIP
£0004
Pension
£000
Other fees
£0006
Total rem
£000
Total fixed
£0007
541
340
5
7
349
186
–
–
35
14
–
7
22
7
952
561
546
354
Bonus (PIP)
£0003
Salary
£000
Taxable
benefits
£0005
Cash
£000
Deferred
shares
£000
LTIP
£0004
Pension
£000
Other fees
£0006
Total rem
£000
Total fixed
£0007
532
322
5
7
69
28
–
–
211
100
–
4
18
–
835
461
537
333
Total
variable
£0000
406
207
Total
variable
£0008
298
128
1 Mr Widlund would have received total pension contributions of £49,183 (2022: £48,300). In accordance with the Policy, the entire amount was paid as a salary
supplement (this element of salary is not bonusable or pensionable).
2 Mr Kirkman would have received total pension contribution of £31,560 (2022: £29,567). In accordance with the Policy, £24,060 (2022: £24,610) was paid as salary
supplement and £7,499 (2022: £4,000) was paid to his SIPP (this element of salary is not bonusable or pensionable).
3 The Bonus total for 2023 includes all bonus earned during 2023 under the Policy, which is paid in cash up to 100% of salary, with any additional bonus deferred into
shares for 3 years: Mr Widlund £345,824; Mr Kirkman £184,925. Includes 50% of the dividends attributable to deferred shares during the year under PIP A Account: Mr
Widlund £2,807; Mr Kirkman £1,146.
4 The 2022 and 2023 LTIP columns consist of 50% of the value of the opening balance of deferred notional shares under PIP A Account. This approach reflects the fact
that this value is subject to forfeiture over the remaining life of the PIP cycle. The value of the notional shares under Element A has been based on the average market
value of a share for the 30-day period to 31 December of £1.533 for 2022 and £0.981 for 2023 in accordance with the rules of the PIP . The 2022 LTIP column has also
been restated to include the 2020 LTIP awards vesting value (see “LTIP in single figure calculation” on page 92).
5 Taxable Benefits relate to the provision of private medical insurance.
6 Other fees relate to: Mr Widlund: £21,160 (2022: £17,767) in respect of the dividend equivalents following the vesting of Mr Widlund’s 2020 Element B Award and £1,076
(2022: £1,425) in respect of Mr Widlund’s Matching Shares that vested during the year under the All Employee Share Incentive Plan. Mr Kirkman: £6,036 (2022: nil) in
respect of the dividend equivalents following the vesting of Mr Kirkman’s 2020 Element B Award and £1,371 (2022: £499) in respect of Mr Kirkman’s Matching Shares
that vested during the year under the All Employee Share Plan.
7 Total fixed column is the total of salary, pension and benefits.
8 Total variable column is the total of bonus cash and deferred shares, LTIP and other fees.
88
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Annual Bonus Plan (audited)
The table below sets out the annual opportunity and outcomes for the Executive Directors.
Maximum Bonus award (% salary) in 2023
Maximum Bonus award (£) in 2023
KPIs achievement as % of maximum
Bonus as a % of 2023 salary
Total Bonus based on achievement above
Bonus payable in cash (maximum 100% of salary)
Bonus deferred into shares (where bonus is over 100% of salary)
A breakdown of the KPI achievements are set out below:
CEO
150%
CFO
125%
£737,757
£394,506
46.9%
70.3%
46.9%
58.6%
£345,824
£184,925
£345,824
£184,925
Nil
Nil
Threshold
performance
(25% payout)
On Target
Performance
(50% payout)
Good
Performance
(75% payout)
Weighting
Maximum
Performance
(100%
payout)
2023
Achievement
% of
maximum
earned
CEO
CFO
40%
20%
20%
20%
100%
9.53p
10.30p
11.07p
11.85p
10.3p
50.0% £147,551
£78,901
(5.20)%
(2.60)%
12.80%
8.00%
0.00%
6.40%
2.60%
4.80%
(20.8)%
0%
£0
£0
11.0%
34.4%
£50,721
£27,122
Assessed by Remuneration Committee
(see details below)
100% £147,551
£78,901
£345,824
£184,925
2023 KPI
EPRA EPS
Total Accounting Return*
EPRA Vacancy rate
Strategic Objective
Total
* Based on EPRA NTA.
Assessment of strategic objectives
The new Strategic Objective was reviewed and performance assessed by the Committee as set out below.
• ESG specific performance
As reported in the sustainability report, the Group exceeded its target to reduce carbon emissions and energy use in line with
the Net Zero Carbon (“NZC”) pathway model by 4% (like for like). The Group also completed all of the planned PV projects across
the portfolio.
• Operational
The Group successfully executed all of its key Treasury objectives in this area, with all 2023 refinancings completed and
additional credit facilities implemented.
• Digitisation
The Group is undergoing a transformative information system upgrade and has already successfully implemented it in the UK
and France. The focus of this objective was to implement the system in Germany and Luxembourg. The implementation was
delayed as we wait for necessary system changes from the third party provider and to ensure that the resultant system is
implemented to the required standard. The Committee was comfortable that this delay was outside of management’s control.
Following discussion, the Committee agreed that in the round the Executive Director’s performance against the strategic objectives
had been excellent, such that it approved to award 100% of the maximum available bonus for this KPI.
The Committee determined that the achievement of the annual bonus targets reflected the underlying performance of the Group
and therefore did not exercise any discretion to change the formulaic outcome.
89
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Remuneration Committee Report continued
Performance Incentive Plan (PIP) – 2023 Element A (run off)
The schematic below illustrates the ongoing operation of PIP Element A in run-off:
Year
Cycle 4
2021
2022
2023
2024
1st year
2nd year
3rd year
4th year
As set out in the Policy, with the introduction of the Annual Bonus Plan, no further contributions will be made to the PIP Element A.
In line with the rules of the scheme, 50% of the balance will be released at the end of 2023 and the remaining balance at the end
of 2024.
The following table sets out for cycle 4, the PIP Element A Accounts for the participants and shows the number of deferred notional
shares which formed the opening balance at 1 January 2023 and their opening value, the payments from the accounts in respect
of 2023 and the value of the notional shares as at 31 December 2023.
PIP Plan Element A Accounts (cycle 4)
Number of deferred notional shares in Account at the start of Year 3
Value of deferred notional shares at the start of year 31
Change in value of deferred notional shares
Value of deferred notional shares at end of year 3
Plus dividends attributable to deferred notional shares during year 3
Cumulative Account
Less: 2023 payment out of the Account
Value of deferred notional shares carried forward into Year 4
Number of deferred notional shares carried forward into Year 42, 3
CEO
CFO
70,616
28,829
£108,258
£44,197
£(38,956)
£(15,904)
£69,302
£28,293
£5,614
£2,292
£74,916
£30,585
£37,458
£15,292
£37,458
£15,292
38,168
15,582
1 The price used to calculate the opening value of shares was the average mid-market value of a share for the 30-day period to 31 December 2022,which was £1.533 per share.
2 The price used to calculate the closing value of shares was the average mid-market value of a share for the 30-day period to 31 December 2023, which was £0.981 per share.
3 In the context of the operation of the PIP Element A, the deferred notional shares is a mechanism that allows the deferred cash element of the award to be linked to the
share price. The Committee confirms that there is no intention to issue actual shares.
Long-Term Incentive Plan (LTIP)
Vesting outcome for 2020 LTIP award (audited)
The 2020 LTIP Awards were granted on 13 May 2020 with targets based on CLS’ performance versus the constituent companies
of the FTSE 350 Supersector Real Estate Index under two equally weighted measures: Relative Total Shareholder Return growth
(“TSR”) and Relative EPRA Net Tangible Asset growth per share (“EPRA NTA per share”) both assessed over 3 years ending on
31 December 2022.
As explained in the 2022 Annual Report, the final assessment against the relative EPRA NTA per share performance condition
was pending as it could only be considered when all comparator group companies had published their 2022 EPRA NTA per share
figures. This assessment was undertaken by the Committee during the year and the final outcomes against both performance
targets were as follows:
• The relative TSR performance was below median and therefore resulted in nil vesting under this element of the award.
• The relative EPRA NTA per share performance was between median and upper quartile and therefore resulted in a 59.7%
vesting under this element of the award.
Full details are set out below:
Measure
Relative TSR growth
Relative EPRA NTA per share growth
Vesting of LTIP (as a % of maximum)
90
Performance target
Actual performance
Weighting
Median
(25% vesting)
(18.4)%
(8.2)%
50%
50%
100%
Upper
quartiles
(100%
vesting)
(4.9)%
11.7%
CLS
performance
LTIP vesting
outcome of
element
(42.2)%
nil
1.0%
59.7%
n/a
LTIP vesting
outcome
after
weighting
nil
29.85%
29.85%
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE The Committee considered that the formulaic vesting outcome fairly reflected the underlying performance of the Company and
that no windfall gains were made, such that it approved vesting of 29.85%. The LTIP value for 2022 has been restated in line with
the table below:
Executive
Director
Fredrik
Widlund
Andrew
Kirkman
Date of Grant
Shares
awarded
Vesting %
Number of
shares vesting
Dividend
equivalent
shares
Value of
shares
vesting*
Value
attributable
to share price
appreciation
13 May
2020
13 May
2020
379,918
29.85%
113,405
20,522
£171,694
185,737
29.85%
55,442
10,033
£83,939
Nil
Nil
Vesting date
End of holding
period
13 May
2023
13 May
2023
13 May
2025
13 May
2025
* Value based on closing price on 13 May 2023 of £1.282 per share.
Vesting outcome for 2021 LTIP award (audited)
The 2021 LTIP Awards were granted on 10 March 2021. CLS’ performance is measured against the constituent companies of the
FTSE 350 Supersector Real Estate Index under the same two equally weighted measures as the 2020 awards: Relative TSR and
Relative EPRA NTA per share.
The relative TSR element was assessed over a 3 year performance period ending on 31 December 2023. CLS’s TSR growth was
below median and therefore this resulted in nil vesting for this element, as set out in the table below.
The final assessment against the relative EPRA NTA per share performance condition is pending as this can only be considered
when all comparator group companies have published their 2023 EPRA NTA per share figures. When available, the Committee
will assess the achievement against the performance targets under both measures to determine the final vesting level of the
2021 awards. In line with the Company’s shareholder approved remuneration policy, the Committee will also consider whether
the formulaic 2021 LTIP vesting outcome fairly reflected the underlying performance of the Company, including the consideration
of windfall gains having arisen, before determining final vesting.
As explained above, the vesting outcomes in the tables below only relate to the relative TSR element. The final vesting outcome
will be presented in the 2024 annual report on remuneration:
Measure
Relative TSR growth
Relative EPRA NTA
per share growth
Vesting of LTIP (as
a % of maximum)
Executive Director
Fredrik Widlund
Andrew Kirkman
Performance target
Actual performance
Weighting Median (25% vesting)
Upper quartiles
(100% vesting)
CLS
performance
LTIP vesting
outcome of element
LTIP vesting outcome
after weighting
(0.3)%
tbc
50%
50%
100%
6.8%
tbc
n/a
(48.5)%
tbc
nil
tbc
nil
tbc
tbc
Shares
awarded
Estimated
Vesting
percentage
Estimated
Number
of shares
vesting
Estimated
value of
shares
vesting
Estimated
value
attributable Vesting date
End of
holding
period
314,899
153,955
tbc
tbc
tbc
tbc
tbc
tbc
10 March
2024
10 March
2026
10 March
2024
10 March
2026
tbc
tbc
Date of Grant
10 March
2021
10 March
2021
91
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Remuneration Committee Report continued
Reconciliation of LTIP with single figure table for 2023
LTIP in single figure table
Comprising 50% of the opening balance of the PIP Element A account from cycle 4
Value of LTIP due to share price increase/(decrease)
Estimated Value of 2021 LTIP Award1
Total LTIP
CEO
CFO
£54,129
£22,098
£(19,478)
£(7,952)
Nil
Nil
£34,651
£14,146
1. Estimated value of the 2021 LTIP awards only includes the Relative TSR element as the Relative EPRA Net Asset per share target has not yet been assessed.
Restatement of LTIP single figure for 2022
LTIP in single figure table
Comprising 50% of the opening balance of the PIP Element A account from cycle 4
Value of LTIP due to share price increase/(decrease)
Value of vested 2020 LTIP Award1
Total LTIP
1. 2020 LTIP vesting value as per section above.
CEO
CFO
£54,554
£22,226
£(15,011)
£(6,115)
£171,694
£83,939
£211,237
£100,050
LTIP awards granted in 2023
The 2023 LTIP awards were granted on 13 March 2023 in the form of nil-cost options. In line with the previous Policy, the awards
had a face value of 150% of base salary for the CEO and 120% for the CFO. The normal vesting date of the LTIP Awards will be
13 March 2026, being the third anniversary of the award date. Dividend equivalents will be payable on vested shares. On
completion of the vesting period, assuming that awards vest, they will be subject to a further two-year holding period.
The award levels were significantly below the maximum level that is permissible under the new Policy (200% of salary), recognising
the reduction in share price since the 2022 LTIP grant. In addition, the outcome will be reviewed at vesting to ensure no windfall
gains have occurred as a result of changes in the share price between the grant and vesting.
As set out in the table below, the number of shares granted under the award was calculated using a share price of £1.374, being
the quoted closing price of the Company’s Ordinary Share on 10 March 2023.
Scheme interests awarded under the LTIP (audited)
Name
Fredrik
Widlund
Andrew
Kirkman
Role
Base salary at
date of grant
Face value of
2023 LTIP award
(% of base
salary)
Face value of
2023 LTIP award
Value at vesting
(threshold
vesting of 25%
Number of
shares granted
CEO
£491,838
150%
£737,757
£184,439
536,941
CFO
£315,605
120%
£378,726
£94,682
275,637
Vesting date
13 March
2026
13 March
2026
End of holding
period
13 March
2028
13 March
2028
The LTIP awards will vest based on the satisfaction of the following performance conditions which are each measured over
a three year period ending on 31 December 2025:
Award vesting2 (% maximum)
Threshold
Maximum
25%
100%
Total Shareholder Return relative to selected1 FTSE 350 Real Estate Super Sector Constituents (35%)
Median Upper Quartile
EPRA NTA growth per share relative to selected1 FTSE 350 Real Estate Super Constituents (65%)
Median Upper Quartile
1. The Committee refined its approach to the peer group for both metrics, such that it continues to be based on the FTSE350 Supersector Real Estate Index but
now excludes certain companies that are deemed to be less relevant for comparison. The comparator group for 2023 constitutes 21 companies.
2. Straight-line interpolation between threshold and maximum performance levels.
92
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Total pension entitlements
The Executive Directors are entitled to participate in a defined contribution pension scheme, into which the Company contributes
up to 10% of base salary. No Directors were participants in the scheme as at 31 December 2023 (2022: none). As a result of the
applicable HMRC limits, Fredrik Widlund instead received the full 10% contribution as a salary supplement and Andrew Kirkman
received part of his 10% contribution as a salary supplement and the balance as a contribution to his Self Invested Personal
Pension Plan (see Note 2, Single Total Figure for Executive Directors’ Remuneration (Audited)).
Overall 2023 remuneration
The Committee is satisfied that the current Policy operated as intended and that the overall 2023 remuneration paid to Executive
Directors set out above was appropriate.
External appointments
Mr Widlund was appointed as a Trustee of Morden College, a social and housing charity, on 31 August 2018, for which no
remuneration is paid. On 1 January 2021, Mr Kirkman was appointed as a non-executive director of A2Dominion Housing
Group Limited, a housing association, for which he is paid £13,500 per annum.
Single total figure for Non-Executive Directors’ remuneration (audited)
Non-Executive Directors do not participate in any of the Company’s incentive arrangements nor do they receive any benefits
other than reimbursement for reasonable travel expenses for attending Board meetings.
The following table sets out the fees received for 2023 and 2022:
Base membership fees
Other committee fees
Additional fees
Taxable benefits8
Total
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Elizabeth Edwards1
Bill Holland2
Denise Jagger3
Christopher Jarvis4
Eva Lindqvist5
Bengt Mortstedt
Anna Seeley6
Lennart Sten7
55
45
45
15
11
45
120
220
55
45
45
45
–
45
120
220
10
15
15
–
3
–
–
–
10
15
15
–
–
–
–
–
1
–
–
–
–
–
–
–
1
–
–
–
–
–
–
–
–
2
7
4
2
30
–
–
1
1
5
4
–
28
–
–
66
62
67
19
16
75
120
220
67
61
65
49
–
73
120
220
1. Ms Edwards received the following annual fees: Board membership £45,000; Senior Independent Director £10,000 (included in base membership fee); Audit Committee
membership £5,000; Nomination Committee Membership £5,000; and Workforce Advisory Panel £1,125 (included in Additional Fees).
2. Mr Holland received the following fees: Board membership £45,000; Audit Committee Chair £10,000; Remuneration Committee membership £5,000.
3. Ms Jagger received the following fees: Board membership £45,000; Remuneration Committee Chair £10,000; Audit Committee membership £5,000. Ms Jagger stepped
down from the Board on 31 December 2023.
4. Mr Jarvis stepped down from the Board on 27 April 2023 and his fees are pro-rated (£14,538).
5. Eva Lindqvist was appointed to the Board on 22 September 2023. She received the following pro-rated fees: Board membership £11,250; Audit Committee membership
£1,250; Remuneration Committee membership £1,250.
6. Ms Seeley received the annual following fees: Non-Executive Vice-Chair fee of £120,000 (inclusive of all Committee fees).
7. Mr Sten received the following annual fees: Non-Executive Chairman fee of £220,000 (inclusive of all Committee fees).
8. In accordance with the Company’s expenses policy, Non-Executive Directors receive reimbursement for their reasonable expenses for attending Board meetings. In
instances where those costs are treated by HMRC as taxable benefits, the Company also meets the associated tax cost to the Non-Executive Directors through PAYE.
Ms Edwards received such benefits of £381, which, being less than £500, is therefore not included in the above table.
Payments to past directors (audited)
John Whiteley retired from the role of CFO on 30 June 2019. Details of payments for Mr Whiteley can be found on page 98 of the
2019 annual report. £6,362 was paid to Mr Whiteley in respect of the dividend equivalents following the vesting on 8 March 2023
of shares granted in 2020 in respect of PIP Element B earned in 2019, which had already been disclosed in that year’s single figure
of remuneration and remain subject to a two-year holding period. There are no further payments to be made to Mr Whiteley.
Payments for loss of office (audited)
No payments for loss of office were made in 2023.
93
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Remuneration Committee Report continued
Directors’ interests in shares (audited)
The Executive Directors’ interests against the shareholding requirement under the Policy is provided below, with an indication
of whether the requirement has been met. Under the Policy the Committee has implemented minimum shareholdings for the
Executive Directors, which requires that the Chief Executive Officer should build a holding with a value of at least 250% of salary
and the Chief Financial Officer at least 200% of salary within 5 years of the Policy being approved. At 31 December 2023, the
interests of the Directors in the ordinary shares of 2.5 pence each of the Company were:
Unconditional
shares
Vested but
unexercised
LTIP awards
SIP shares
(partnership)
SIP shares
(matching)
Total
interests3
Shareholding
(%) salary3
Shareholding
requirement4
Director
Fredrik Widlund1
Andrew Kirkman2
Elizabeth Edwards
Bill Holland
Denise Jagger
Eva Lindqvist
652,583
466,237
9,809
18,931
–
–
Bengt Mortstedt
26,063,140
Anna Seeley
Lennart Sten
12,273
111,350
–
–
–
–
–
–
–
–
–
6,429
4,890
6,429
4,890
665,441
476,017
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
133
144
n/a
n/a
n/a
n/a
n/a
n/a
n/a
N
N
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Conditional
PIP Element A
shares
LTIP unvested
awards
70,616
28,829
1,201,256
600,422
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1. On 8 March 2023, 92,401 Conditional PIP Element B shares vested of which 43,682 were sold to settle Mr Widlund’s tax liabilities. On 19 May 2023, 133,927 LTIP shares
vested and were exercised on 5 June 2023, of which 62,946 were sold to settle Mr Widlund’s tax liabilities. As at the date of this report: the SIP balance for Mr Widlund
consists of: 6,429 Partnership Shares and 6,429 Matching Shares. As set out on page 88 a closing balance of 38,168 Conditional PIP Element A notional shares will be
awarded on 8 March 2024.
2. On 8 March 2023, 26,358 Conditional PIP Element B shares vested of which 12,461 were sold to settle Mr Kirkman’s tax liabilities. On 19 May 2023, 65,475 LTIP shares
vested and were exercised on 4 June 2023, of which 30,774 were sold to settle Mr Kirkman’s tax liabilities. As at the date of this report: the SIP balance for Mr Kirkman
consists of: 4,890 Partnership Shares and 4,890 Matching Shares. As set out on page 88 a closing balance of 15,582 Conditional PIP Element A notional shares will be
awarded on 8 March 2024.
3. Shares counting towards total interests and therefore shareholding requirement include beneficially owned, pre-tax number of vested but unexercised awards and all
SIP shares, but excludes the notional shares awarded under PIP Element A and unvested LTIP awards. Shareholding values based on 30-day average share price up to
31 December 2023, £0.981.
4. Mr Widlund met the shareholding requirement of 250% of salary in 2021 and it is noted that his total interests increased during the year by 76,931 shares but the
overall value decreased by £249,387. Mr Kirkman met the shareholding requirement of 200% of salary in 2022 and it is noted that his total interests increased by
24,796 shares but the overall value decreased by £223,516.
As part of Policy, a post-cessation of employment shareholding requirement has been implemented for the Executive Directors
requiring the minimum shareholding requirement or actual shareholding on cessation if lower to be retained for two years.
The Committee has determined that to ensure enforcement of this requirement, approval must be sought by the Company for
any sales during this period. These restrictions would be set out in an agreement with the individual at the appropriate time.
Other than as set out in the notes above, there have been no movements in interests held by Directors between 31 December 2023
and the date of this report.
Total returns to shareholders 2014–2023
To comply with the remuneration regulations, the Company’s TSR performance is compared to the TSR performance of the
FTSE 350 and the FTSE 350 Supersector Real Estate indices over the last 10 years (see total return shareholders graph on page 1).
The Committee believes that these are the most appropriate indices.
Executive Director service contracts and Non-Executive Director letters of appointment
Each of the Executive Directors has a service contract of no fixed term. There is no provision in the contracts of Mr. Widlund or Mr.
Kirkman for contractual termination payments, save for those payments normally due under employment law.
Each Non-Executive Director has a letter of appointment but, in accordance with best practice, none has a service contract. All of
the Non-Executive Directors are appointed until such time as they are not re-elected. In compliance with the Code, all Company
Directors will face annual re-election at the Company’s AGM. If a director fails to be re-elected the terms of their appointment will
cease. It is the Company’s policy not to offer notice periods of more that 12 months excercisable by either party.
Details of the service contracts for those who served as Executive Directors during the year are as follows:
Fredrik Widlund
Andrew Kirkman
94
Date of current
service contact
3 November 2014
30 March 2019
Notice period
12 months
12 months
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE The table below sets out the dates that each Non-Executive Director was first appointed and the notice period by which their
appointment may be terminated early by either party.
Director
Elizabeth Edwards
Bengt Mortstedt
Denise Jagger
Bill Holland
Anna Seeley
Chirstopher Jarvis
Lennart Sten
Eva Lindqvist
Date of appointment
Date of resignation
Notice period
13 May 2014
7 March 2017
1 August 2019
31 December 2023
20 November 2019
11 May 2015
25 November 2008
27 April 2023
1 August 2014
22 September 2023
3 months
3 months
3 months
3 months
3 months
3 months
3 months
3 months
Historical CEO remuneration
The table below sets out total CEO remuneration for 2023 and prior years, together with the percentage of maximum awarded
under the annual or long-term incentive elements of the Policy at that time. 2023 includes the annual bonus awarded and the 2021
LTIP TSR element which completed its performance period on 31 December 2023.
CEO total remuneration (£000)
2014
349
2015
656
2016
828
2017
1,062
2018
1,117
2019
1,078
2020
830
2021
944
2022
835
Element A of PIP –
% of maximum
Annual Bonus Plan
Element B of PIP –
% of maximum
LTIP – % of maximum
89.0%
81.0%
76.0%
93.3%
62.7%
87.3%
43.3%
31.1%
18.4%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
76.0%
93.3%
62.7%
87.3%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
46.9%
n/a
29.9%
n/a
nil
2023
952
n/a
n/a is shown in years where the Company did not operate either the PIP Element A, B or LTIP.
Annual Percentage change in Directors’ and employee remuneration
The table below shows how the annual percentage change in each Directors‘ salary/fees, benefits and bonus between 2020, 2021,
2022 and 2023 compared with the percentage in each of those components of pay for employees. Only the executive directors are
employees of CLS Holdings plc. All other employees are employed by wholly owned CLS Holdings plc subsidiaries.
Percentage change 2023/22
Percentage change 2021/22
Percentage change 2020/21
Percentage change 2019/20
Salary/
fees %
Taxable
benefits %
Bonus
%
Salary/
fees %
Taxable
benefits %
Bonus
%
Salary/
fees %
Taxable
benefits %
Bonus
%
Salary/
fees %
Taxable
benefits %
Bonus
%
Fredrik Widlund
Andrew Kirkman
Elizabeth Edwards
Christopher Jarvis
Bengt Mortstedt
Denise Jagger
Bill Holland
Anna Seeley
Lennart Sten
Eva Lindqvist
Employees
3
3
–
–
–
–
–
–
–
100
(3)
–
–
406
492
3.2
3.4
(46.3)
(37.0)
–
(36.3)
(201)
(12)
4
21
46
–
–
100
–
–
–
–
–
–
–
–
2
(36)
–
–
–
–
–
–
–
100.0
300.0
75.0
66.7
(50)
–
–
–
–
–
–
–
–
–
n/a
(1.5)
n/a
n/a
12.6
(25.8)
1.0
1.6
4.8
12.5
(27.3)
16.7
(27.9)
–
(8.2)
(50.0)
0.0
0.0
0.0
–
1.7
n/a
1.4
128.6
–
–
(40.0)
100.0
n/a
(5)
–
–
–
–
–
–
–
n/a
2.7
19
108
8
(18)
–
157
883
50
86
n/a
–
(87)
n/a
(71)
(76)
–
n/a
–
n/a
n/a
(5)
(10)
(72)
(56)
–
–
–
–
–
–
–
n/a
–
95
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Remuneration Committee Report continued
There were no changes to the Board/Committee fees for the years ended 2021, 2022 and 2023. However, as a result of the Board
and Committee changes during 2020, Ms Edwards, Ms Jagger and Mr Holland received additional remuneration for their new
responsibilities (see page 93, single total figure for Non-Executive Directors Table Notes).
The Group’s pay review, taking effect from 1 December 2023 for UK employees, awarded a standard percentage increase in wages
and salaries of 3% to all employees (including the Executive Directors).
The nature and level of benefits to employees in the year ended 31 December 2023 was broadly similar to those of the previous year.
CEO pay ratio
The table below sets out the ratios of the CEO single total figure of remuneration to the equivalent pay for the lower quartile,
median and upper quartile of UK employees.
Year
2023
2022
2021
2020
2019
Method
Option A
Option A
Option A
Option A
Option A
Pay ratio
Median
75th
13:1
12:1
12:1
11:1
15:1
8:1
7:1
7:1
8:1
8:1
25th
15:1
15:1
16:1
14:1
19:1
The CEO remuneration figure is as shown in the Single Total Figure for Executive Directors’ Remuneration table on page 88.
The remuneration figures for the employee at each quartile were determined as at 31 December 2023. Each employee’s pay and
benefits were calculated using each element of employee remuneration on a full-time equivalent basis, consistent with the CEO
noting that the value of SIP matching shares is included based on the value at grant rather than at vesting for the CEO. No
adjustments (other than to achieve full-time equivalent rates) were made and no components of pay have been omitted. The salary
and total pay and benefits for employees at each of the percentiles are as shown in the table below.
Pay data
CEO
Employee at 25th percentile
Employee at 50th percentile
Employee at 75th percentile
Base salary
Total pay
and benefits
£491,839
£951,880
£53,000
£64,808
£64,480
£72,204
£95,000
£116,247
We have chosen methodology option A for the calculation, which takes into consideration the full-time equivalent basis of all UK
employees and provides a representative result of employee pay conditions across the Company.
These ratios are used as part of the Committee’s remuneration decision-making process with regards to broader employee pay
policies as well as remuneration policies for the Executive Directors.
The ratios for 2022 have been restated in line with the CEO’s 2022 single figure of remuneration which now includes the full vesting
outcome of the 2020 LTIP awards. The ratios are very similar for 2023 compared to 2022 (restated) on the basis that both the CEO’s
single figure of remuneration and employee pay have increased to a similar extent. The CEO’s single figure of remuneration
increased in 2023 due to the increased payout under the annual bonus, although currently there is no vesting under the 2021 LTIP
(noting that the Committee is yet to determine the outcome of the relative EPRA NTA growth per share condition). The Committee is
satisfied that the median pay ratio is consistent with pay and progression policies for all CLS UK employees and a reflection across
the Group.
We expect the ratios to fluctuate in future years as the value of shares vesting under LTIP awards, for both the CEO and other
participants, to vary from year to year.
96
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Relative importance of the spend on pay
Remuneration paid to employees of the Group
Distributions to shareholders
Share buyback
Group revenue
2023
(£’000)
8,865
31,583
Nil
2022
(£’000)
8,104
32,388
25,758
148,787
138,617
Percentage
change
Increase/
(decrease)
9.4
(2.5)
(100)
7.3
Wider workforce considerations cascade of pay through the organisation
The Group aims to provide a remuneration package for all employees which is market competitive and operates the same core
structure as for Executive Directors. The Company’s remuneration philosophy for all senior management from the Executive
Directors downwards is that all employees should have a significant annual element of performance-based pay.
For all employees, the Group operates a performance-based annual bonus scheme. The Company also has a Share Incentive Plan
(SIP) in order to increase levels of share-ownership throughout the Company and to allow employees to share in the success of
the Company. Additionally, the Group’s pension contributions to an employee’s pension scheme are determined by their length
of service from a minimum of 5% of salary up to a maximum of 10%.
Executive Directors and senior management are participants in the LTIP, with the number of employees eligible to participate
being 12. For the wider workforce, the LTIP is replaced by a time-based, company growth related loyalty bonus. This ensures a
focus on long-term sustainable value creation to align experience with those of shareholders.
The table below summarises the cascade of pay elements through the organisation below Executive Directors.
Executive Directors
Senior Leadership
(excl. Executive Directors)
Senior Management
(excl. Senior Leadership Team)
Wider Workforce
Fixed
Remuneration
(including
pension)
Number of
employees
Annual
bonus
Loyalty
bonus
Bonus
deferral
LTIP
Share
Incentive
Plan
Shareholding
guidelines
2
5
5
Y
Y
Y
Y
Y
Y
Y
Y
–
–
–
Y
Y
–
–
–
Y
Y
Y
–
Y
Y
Y
Y
Y
–
–
–
Employee engagement
We regularly communicate with our employees on a range of issues, including executive pay, through a variety of channels
including all employee meetings, employee surveys, managers’ meetings and through our dedicated Intranet. Additionally, in 2019,
Elizabeth Edwards was designated the Non-Executive Director responsible for overseeing employee engagement and chairs
the Workforce Advisory Panel, consisting of representatives from across the organisation and at varying levels of seniority.
This provided the opportunity for an open discussion between employees and the Board. The annual report of the work of the
Workforce Advisory Panel during the year can be found on page 65. During the year, the Board reviewed the effectiveness of the
current mechanism for seeking wider workforce views. Given that the practice of employee engagement has been successfully
established through a number of channels, it was concluded to be more efficient and effective to move to a process of holding
separate discussions in each country led by the designated Non-Executive Director. This will enable us to gain a deeper level of
understanding and insight into the issues on a country by country basis rather than through team representatives, thereby
enabling us to address any issues locally and with the appropriate nuance.
Fairness and diversity
The Company is committed to an active equal opportunities policy from recruitment and selection, through training and
development, to performance reviews and promotion. All decisions relating to employment practices are objective, free from
bias and based solely upon work criteria and individual merit. The Company is responsive to the needs of its employees, customers
and the community at large. We are an organisation which uses everyone’s talents and abilities, where diversity is valued. The
Company remains supportive of the employment and advancement of disabled persons and ensures its promotion and recruitment
practices are fair and objective. The Company encourages the continuous development and training of its employees and the
provision of equal opportunities for the training and career development of all employees.
97
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Remuneration Committee Report continued
Gender pay reporting
The Equality Act 2010 (Gender Pay Gap Information) Regulations 2017 requires companies with over 250 UK employees to disclose
their gender pay gap annually. CLS Holdings plc has 60 UK employees as at 31 December 2023 and is therefore not required to
disclose the Gender Pay Gap information under the regulations.
The Committee notes that results based on a relatively small sample of employees would not be meaningful and therefore has
decided not to disclose the Company gender pay gap. Overall the Committee feels assured that the quality of processes behind
individual pay decisions are effective in delivering an equal pay environment (like pay for like work) for the wider workforce.
Statement of implementation of policy in following financial year
The table below sets out the intended implementation of our Policy for 2024. The full Policy, as approved at our 2023 AGM,
can be found on our website together with a summary of the changes from the previous policy.
Element of remuneration
CEO
CFO
Salary
Pension
Benefits
3% increase for 2024, which is the average
workforce increase (3%)
2024 salary: £506,594 (2023: £491,839)
3% increase for 2024, which is the average
workforce increase (3%)
2024 salary: £325,074 (2023: £315,606)
10% of salary employer contribution in line with Policy and maximum wider workforce contribution rate.
Standard benefits in line with Policy
Annual bonus – Quantum Maximum opportunity of 150% of salary
(no change)
Maximum opportunity of 125% of salary (no change)
Annual bonus – Structure
• Payment will be in cash up to 100% of salary subject to the satisfaction of performance criteria.
• Any balance over 100% of salary will be deferred (at that point) into shares and vest after 3 years,
Annual bonus –
Performance measures
LTIP – Quantum
LTIP – Structure
LTIP – Performance
measures
subject to continued employment.
• 25% of maximum paid for threshold performance and 50% for target performance.
• Malus and clawback provisions apply.
Reweighting of existing metrics as set out below:
• EPRA EPS – 40% weighting (no change)
• Total Accounting Return (based on EPRA NTA) – 15% weighting (previously 20%)
• EPRA vacancy rate – 25% weighting (previously 20%)
• Strategic objectives (including ESG) – 20% weighting (no change)
In line with market practice for traditional annual bonus arrangements and with the bonus increasingly being
driven by commercially sensitive targets, the Committee has decided not to disclose detailed annual bonus
targets for 2024. However, full and transparent disclosure of the targets and performance outcomes will continue
to be set out on a retrospective basis in next year’s Directors’ Remuneration Report.
150% of salary award (no change, albeit policy
maximum is 200% of salary)
120% of salary (no change, albeit policy maximum is 200% of
salary)
• Awarded in nil cost options or conditional awards with performance measured over 3 years.
• Vested awards will be subject to a further 2 year holding period post-vesting.
• Malus and clawback will operate over the full 5 year lock-in period.
• Relative TSR – 35% weighting
• Relative EPRA NTA Growth – 65% weighting
The peer group for both metrics is based on the FTSE350 Supersector Real Estate Index and excludes
certain companies that are deemed to be less relevant for comparison. The comparator group constitutes
around 20 companies.
25% of awards vest for median performance rising on a straight-line basis to 100% for upper quartile performance.
Non-Executive Directors (Including Non-Executive Chairman and Non-Executive Vice Chair)
Fees
Non-Executive Directors are paid a base fee and are eligible to receive Committee Chair and membership
fees, SID fee and Workforce Advisory Panel daily fee. Non-Executive Directors do not participate in any
variable remuneration. See the section below for further details on fee levels and changes for 2024.
The Committee does not expect to deviate from Policy during the year.
The run-off of legacy for the PIP Element A awards will be as set out on page 151 of the 2022 annual report.
98
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Non-Executive Directors (Including Non-Executive Chairman and Non-Executive Vice Chair) (audited)
The current fee levels, and those for the future financial year, are set out in the table below.
Chairman fees
Non-Executive Vice Chair
NED Base Membership fee
Senior Independent Director
Audit Committee Chair
Remuneration Committee Chair
Committee membership
Designated workforce NED
Fees 2024
£000
Fees 2023
£000
Change
%
235
128
50
10
10
10
5
220
120
45
10
10
10
5
£850 p/d
£750 p/d
6.8
6.7
11
0
0
0
0
13
No additional fees are paid to the Chair of the Nomination Committee as the role is currently carried out by the Vice Chair.
Fees are reviewed in line with remuneration policy renewal and were last reviewed in 2019. Following a review, which took into
account the time period since the last review (during which time our employees received annual inflationary adjustments) and current
market positioning, the fees were increased as set out in the table above to ensure we remain able to attract and retain appropriately
skilled and experienced non-executive directors. The daily rate for work undertaken by the designated workforce NED was also
increased by a similar amount.
See page 93 for total fees received in 2023 by each of the Non-Executive Directors based on their respective responsibilities.
Long-Term Incentive Awards to be granted in 2024
The table below describes how the LTIP will be implemented in 2024. The CEO’s award will be 150% of salary and the CFO’s award
will be 120% of salary.
Award vesting for performance (% maximum)
Relative Total Shareholder Return (35%)
Relative EPRA NTA growth per share (65%)
Straight line interpolation between performance levels.
Threshold
Maximum
25%
100%
Median
Upper Quartile
Median
Upper Quartile
As set out above, the comparator group will still constitute around 20 companies that are constituents of the FTSE350 Supersector
Real Estate Index
Consideration by the Committee of matters relating to Directors’ remuneration for 2023
The consideration of matters relating to Directors’ Remuneration for 2023 is on pages 81 to 99.
Shareholder voting
The following table represents the voting outcome for the Directors’ Remuneration Report at the 2023 Annual General Meeting
and the current Policy that was also approved at the 2023 Annual General Meeting.
For
Against
Total votes cast
Votes withheld
Directors Remuneration Report
(2023 AGM)
Directors Remuneration Policy
(2023 AGM)
Number
of votes
% of
votes cast Number of votes
347,002,378
98.45
349,550,240
5,479,088
1.55
2,931,226
% of
votes cast
99.17
0.83
352,481,466
101,878
352,481,466
101,878
99
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Directors’ Report
The Directors present their annual report and the audited financial statements for the year ended 31 December 2023.
The Chairman’s letter, strategic report and corporate governance report form part of this report and should be read
in conjunction with it.
Review of business
• The Group income statement for the year is set out on page 116.
• The Group objectives, business model and strategy are set out on pages 17 and 18. KPIs are set out on pages 22 and 23.
• Important events (including post-balance sheet events) affecting the Company are set out on pages 2 to 106.
• The principal and emerging risks and uncertainties are set out on pages 51 to 53.
• The use of financial instruments are set out on page 29, and in note 21 to the Group financial statements.
• The risk management objectives are detailed in note 21 to the Group financial statements. See also pages 48 to 53.
• The Group’s likely future developments are set out on pages IFC to 11.
Directors
Biographical details and experience of the current Directors of the Company are set out on pages 60 and 61.
All Directors will be subject to annual re-election at the 2024 Annual General Meeting in accordance with the UK Corporate
Governance Code. In his role as independent Non-Executive Chairman, Lennart Sten recommends the re-election of the retiring
Directors at the 2024 Annual General Meeting, given their experience, performance and continued important contribution to the
long-term success of the Company. The Senior Independent Non-Executive Director recommends the re-election of Mr Sten.
Directors’ remuneration and interests in shares are set out on pages 81 to 99.
Related party transactions are set out in note 32 to the Group financial statements.
Dividends
An interim dividend of 2.60 pence per share was paid on 3 October 2023. The Directors are proposing a final dividend of 5.35 pence
per share making a total dividend for the year ended 31 December 2023 of 7.95 pence per share. The final dividend will be paid on
2 May 2024 to shareholders who are on the register of members on 23 March 2024.
Purchase of the Company’s shares
There were no purchases of the Company’s own shares during the year. A resolution will be proposed at the 2024 Annual General
Meeting to give the Company authority to make market purchases of up to 39,741,026 shares, being 10% of the current issued
share capital.
Share capital
Changes in share capital are shown in note 23 to the Group financial statements. As at 31 December 2023, and at the date of this
report, the Company’s issued share capital consisted of 438,777,780 ordinary shares of 2.5 pence each, of which 397,410,268 held
voting rights and 41,367,512 shares were held as treasury shares, and all of which ranked pari passu. The rights (including full
details relating to voting), obligations and any restrictions on transfer relating to the Company’s shares, and the powers of the
Directors in that regard, are set out in the Company’s Articles of Association.
Major interests in the Company’s shares
As at the date of this report the Company’s top 10 shareholders, including those who have notified the Company of their interests
above 3% in the Company’s issued share capital, are:
The Trustee of The Sten and Karin Mortstedt Family & Charity Trust
Bengt Mortstedt
Allianz Global Investors
BlackRock
Janus Henderson Investors
Amati Global Investors
Columba Threadneedle Investment
Vanguard Group
Invesco
Hargreaves Lansdown, stockbrokers (EO)
No. of shares
219,917,524
26,063,140
14,189,200
13,813,471
9,431,067
8,990,406
8,534,912
7,640,279
7,572,937
4,853,373
%
55.34%
6.60%
3.57%
3.48%
2.37%
2.26%
2.15%
1.92%
1.91%
1.22%
Details of the Directors’ interests in shares are shown in the Remuneration Committee Report on page 96. There are no
shareholders who carry special rights with regard to control of the Company and there are no restrictions on voting rights. The
Company knows of no agreements between holders of securities which would result in restrictions on the transfer of securities or
on voting rights.
100
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE Significant agreements – change of control
A change of control of the Company may cause a number of
agreements to which the Company or its active subsidiaries
is party, such as commercial trading contracts, banking
arrangements, property leases and licence agreements, to
alter or terminate or provisions in those agreements to take
effect. In the context of the Group as a whole, only the banking
arrangements are considered to be significant. There are
no agreements between the Company and its Directors or
employees providing for compensation for loss of office or
employment that occur because of a change of control.
Relationship agreement – controlling shareholder
As at 31 December 2023, Creative Value Investment Group Limited
(‘CVIG’), the investment vehicle for The Sten and Karin Mortstedt
Family & Charity Trust, held through its wholly owned subsidiaries
55.34% of the Company’s shares in issue and was therefore seen
as a controlling shareholder under the Listing Rules.
Pursuant to Listing Rule 9.8.4, the Company has entered into a
relationship agreement which shall only be terminated in the
event that CVIG ceases to be a controlling shareholder or if the
Company ceases to be admitted to listing on the premium
segment of the Official List. Throughout the period under
review, the Company has complied with the mandatory
independence provisions and procurement obligations in the
relationship agreement, and as far as the Company is aware,
CVIG has also complied.
Property portfolio
A valuation of all the investment properties, properties held
for sale and hotel in plant, property and equipment in the Group
at 31 December 2023 was carried out by Cushman and
Wakefield for the UK, and Jones Lang LaSalle in Germany and
France, which produced an aggregate market value of
£2,062.9 million (2022: £2,352.7 million).
Corporate governance
The Corporate Governance Statement, prepared in accordance
with rule 7.2 of the FCA’s Disclosure Guidance and Transparency
Rules, is set out on pages 58 to 103 and forms part of this
report. It applies to the Company and its subsidiaries. It does
not include associates. The Group has no joint ventures.
Employees, environmental and social issues
The Group’s policies on employment, environmental and social
issues (including the information required by the Companies Act
2006 (strategic report and Directors’ report) Regulations 2013),
including charitable donations, are summarised in the
Environmental, Social and Governance Review on pages 32
to 47. No political donations to any parties, organisations or
candidates, or political expenditure were made during 2023.
The Group has also published a Sustainability Strategy and Net
Zero Carbon pathway documents which are available on line at
www.clsholdings.com.
Engagement with suppliers, customers and others in a
business relationship with the Company
The statement in respect of the Company’s engagement with
suppliers, customers and others throughout the year is set
out in the stakeholder engagement sections on pages 24 to 45
and our Prompt Payment Code is detailed in the environmental,
social and governance review on page 40.
Human rights
The Board ensures the Group upholds and promotes respect
for human rights in all its current operating locations and aims to
prevent any negative human rights impact. As the Group operates
in the UK, Germany and France it is subject to the European
Convention on Human Rights and the UK Human Rights Act 1998.
The Group respects all human rights and in conducting its
business regards those rights relating to non-discrimination and
fair treatment to be the most relevant and to have the greatest
potential impact on its key stakeholders, which are deemed to be
customers, employees and suppliers. The Board has also noted
its moral and legal obligations under the Modern Slavery Act
2015. The Board has a zero tolerance approach towards modern
slavery, and throughout the year the Company has contacted its
first tier contractors and suppliers to ensure their compliance
with the Act. Our full statement on Modern Slavery can be found
on our website at www.clsholdings.com. The Group’s policies seek
to ensure that employees comply with the relevant legislation
and regulations in place to promote good practice. The Group’s
policies are formulated and kept up to date and communicated to
all employees through the Group Intranet and, where appropriate,
individual presentations. In the year to 31 December 2023, the
Group was not aware of any incident in which the organisation’s
activities have resulted in an abuse of human rights.
Insurance of directors and indemnities
The Company has arranged insurance cover in respect of legal
action against its Directors and Officers. The Company has
granted indemnities to each of the Directors and other senior
management, uncapped in amount but subject to applicable
law, in relation to certain losses and liabilities which they may
incur in the course of acting as Directors or employees of the
Company or one or more of its subsidiaries or associates.
Auditor
A resolution to re-appoint Ernst & Young LLP as Auditor to the
Company will be proposed at the forthcoming Annual General Meeting.
2024 Annual General Meeting
The 2024 Annual General Meeting will be held on Thursday,
25 April 2024. The notice of meeting, including explanatory
notes for the resolutions to be proposed, will be posted
to shareholders.
Disclosure of information to the Auditor
Each Director has confirmed at the date of this report that:
• so far as they are aware, there is no relevant audit
Charitable donations during the year totalled £85,559
(2022: £89,976). As part of the Group’s ESG strategy, it sponsors
charitable events and organisations relating to the real estate
industry and, more specifically, assists charities and
organisations with donations and staff involvement initiatives in
the areas where our properties are located. Further details can
be found on page 40.
information of which the Company’s auditor is unaware; and
• they have taken all the steps that they ought to have taken as
a Director in order to make themselves aware of any relevant
audit information and to establish that the Company’s auditor
is aware of that information. This confirmation is given and
should be interpreted in accordance with the provisions of
s418 of the Companies Act 2006.
101
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Directors’ Report continued
Going concern
Notwithstanding the material uncertainty the Directors have a
reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the
foreseeable future and further details of this analysis are set
out together with the viability statement on pages 54-57.
Therefore, the Directors continue to adopt the going concern
basis in preparing the annual report and accounts.
Listing Rule
Information required
9.8.4(1)
9.8.4(2)
9.8.4(4)
9.8.4(5)
9.8.4(6)
9.8.4(7)
9.8.4(8)
9.8.4(9)
9.8.4(10)
9.8.4(11)
9.8.4(12)
9.8.4(13)
9.8.4(14)
Interest capitalised by the Group
Publication of unaudited financial information
Long-term incentive schemes with directors
Director’s waiver of emoluments
Director’s waiver of future emoluments
Non-pro-rata allotments for cash (issuer)
Non-pro-rata allotments for cash (major subsidiaries)
Listed company is subsidiary of another company
Contracts of significance with a director
Contracts of significance with Controlling Shareholder
Dividend waiver
Waiver of future dividends
Relationship agreement with controlling shareholder
Disclosures under listing rule 9.8.4R
The table below is included to comply with the disclosure
requirements under Listing Rule 9.8.4R. The information
required by the Listing Rules can be found in the annual
report at the location stated below.
Disclosure
Not applicable
Pages 160
Pages 81-99
None
None
None
None
None
None
None
Not applicable
Not applicable
Page 101
The following table is included to comply with the additional disclosure requirements under the Listing Rule 9.8.6
Listing Rule
Information required
9.8.6(1)
9.8.6(2)
9.8.6(3)
9.8.6(4)(a)
9.8.6(4)(b)
9.8.6(4)(c)
9.8.6(4)(d)
9.8.6(5)
9.8.6(6)(b)
9.8.6(7)
9.8.6R
Directors’ (and Connected Persons’) interests in CLS shares at year end and at not more
than one month prior to the date of the AGM notice
Interests in CLS shares disclosed under DTR5 at year end and not more than one month
prior to the date of AGM notice
The going concern statement
Amount of authority to purchase own shares available at year end
Off-market purchases of own shares during the year
Off-market purchases of own shares since year end
Non-pro-rata sales of treasury shares during the year
Compliance with the Main Principles of the UK Corporate Governance Code
Details of non-compliance with the UK Corporate Governance Code
Directors proposed for re-election: the unexpired term of any director’s service contract
and a statement about directors with no service contracts
Climate-related financial disclosures consistent with the TCFD recommendations and
recommended disclosures
Disclosure
Page 94
Page 100
Page 54-57
39,721,086 shares
None
None
None
Page 59
Pages 59, 66 and 69
Page 95
Pages 41-47
Employee Benefit Trust
Altum Trustees Limited (the “Trustee”) continues as Trustee of
CLS Holdings plc’s Employee Benefit Trust (the “EBT”). The EBT
is used to purchase the Company’s shares in the market from
time to time for the benefit of employees, including to satisfy
outstanding awards under Company’s various share plans.
A dividend waiver is in place from the Trustee in respect of all
dividends payable by the Company’s on shares which the EBT may
hold. Further details regarding the EBT and of treasury shares
issued pursuant to CLS Holdings plc employee share plans during
the year are set out in note 23 to the financial statements.
Approved and authorised on behalf of the Board
During the year, the EBT made market purchases of 341,340
shares (2022: 336,423 shares). On 6 June 2023, 199,402
treasury shares were transferred to the EBT. The EBT released
these shares to satisfy vested share plan awards. As at
31 December 2023, the EBT did not hold any shares either
purchased on the market or previously held in treasury.
David Fuller BA FCG
Company Secretary
8 March 2024
102
CLS HOLDINGS PLC Annual Report and Accounts 2023CORPORATE GOVERNANCE
Directors’ responsibility statement
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Group financial statements in
accordance with the Companies Act 2006 and United Kingdom
adopted International Accounting Standards and International
Financial Reporting Standards (IFRSs) and have elected to
prepare the Parent Company financial statements in
accordance with FRS101 of United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and
applicable law). Under company law the Directors must not
approve the accounts unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and of the
profit or loss of the Group for that period.
In preparing the Parent Company financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
In preparing the Group financial statements, International
Accounting Standard 1 requires that Directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the entity’s financial position
and financial performance; and
• make an assessment of the Group’s ability to continue as
a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole;
• the strategic report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face; and
• the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy.
This statement of responsibilities was approved by the Board on
5 March 2024.
Approved and authorised on behalf of the Board
David Fuller BA FCG
Company Secretary
8 March 2024
103
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Independent Auditor’s Report
to the members of CLS Holdings Plc
Opinion
In our opinion:
• CLS Holdings plc’s Group financial statements and Parent Company financial statements (the ‘financial statements’) give a true
and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2023 and of the Group’s loss for
the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of CLS Holdings plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year
ended 31 December 2023 which comprise:
GROUP
PARENT COMPANY
Group balance sheet as at 31 December 2023
Company balance sheet as at 31 December 2023
Group income statement for the year ended 31
December 2023
Company statement of changes in equity for the year ended 31 December 2023
Group statement of comprehensive income for the
year ended 31 December 2023
Related notes 1 to 15 to the financial statements including a summary of significant
accounting policies
Group statement of changes in equity for the year
ended 31 December 2023
Group statement of cash flows for the year ended 31
December 2023
Related notes 1 to 32 to the financial statements,
including a summary of significant accounting policies
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and
UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the
Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced
Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s 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.
Material uncertainty related to going concern
We draw attention to Note 2 – Going Concern in the financial statements, which indicates that the going concern assumption is
dependent upon the timing and value of both the refinancing of the debt maturing and investment property disposals during the
going concern period to 31 July 2025. The Group and Company acknowledges that these refinancings and disposals are dependent
on circumstances outside their control. As stated in note 2, these events or conditions, along with the other matters as set forth in
note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group’s and Company’s ability to continue
as a going concern. Consequently, we determined Going Concern to be a Key Audit Matter (see below).
Our opinion is not modified in respect of this matter.
We draw attention to the viability statement in the Annual Report on page 56, which indicates that an assumption to the statement
of viability is for the Group to be able to refinance its existing loans and achieve the planned disposals of assets. The Directors
consider that the material uncertainty referred to in respect of going concern may cast significant doubt over the future viability of
the Group should these events not complete.
104
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS Our opinion is not modified in respect of this matter.
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, albeit, as set out above, a material uncertainty exists. Our evaluation of the
Directors’ assessment of the Group and Parent Company’s ability to continue to adopt the going concern basis of accounting
included the following:
• We assessed the risk around going concern in planning our audit, at the interim and again at the year-end phase.
• We assessed the appropriateness of the going concern period to 31 July 2025 (“the going concern period”), which takes into
consideration the maturity of loans maturing (amounting to £311m) and the planned disposals (of £307m) in that period.
• We obtained an understanding of the process followed by management to prepare the Group’s going concern assessment,
including challenging the completeness of risks identified in management’s assessment and identifying and assessing scenarios
that may arise as a result of the current economic and financial environment, including forecast inflation levels and interest
rates, and other macro-economic factors which may adversely affect future occupancy and income and cost levels and the
impact of a further fall in property valuations on compliance with loan covenants.
• We obtained the Base case and the Severe but plausible case covering the going concern period prepared by management and
provided to the Board. We tested the mathematical accuracy of the models and verified the opening available cash balance in
management’s cash flow forecast by comparing it to the year-end cash balance, which was subject to our audit procedures.
• We obtained an understanding of how management prepared the two scenarios: the Base case is based on the Group’s forecast
cash flows approved by the Board at its November 2023 meeting, updated for actual results to date. The Severe but plausible
case starts from the Base case by flexing key assumptions further; it applies more severe assumptions including lower rents;
increased service charge costs, higher property and administration expenses; falling property values, higher interest rates and
failing to achieve planned refinancing and disposals.
• We challenged the appropriateness of each of the key assumptions in the two scenarios by agreeing them to supporting evidence
and searching for contradictory evidence, using our understanding of the Group’s business, evidence gained during the audit,
knowledge of the wider real estate market and input from our real estate valuation and debt specialists. We assessed the
historical forecasting accuracy as an input into determining the ability of management to forecast for the going concern period.
• We checked that the terms and conditions of the Group’s loan agreements had been appropriately incorporated into the going
concern scenarios and modelling, including the maturity profile of the Group’s borrowings and the requirements in relation to
covenant compliance.
• We performed testing to evaluate whether the covenant requirements of the debt facilities would be breached under the Base
case and the Severe but plausible case prepared by management and applied additional stress tests to observe their impact
on liquidity.
• We challenged the mitigations used by management in both the Base case and the Severe but plausible case, including certain
refinancing and repayment of debt, property disposals, dividend distribution and capital expenditure, by comparing to actual
cash flows in 2023, obtaining supporting evidence from management and searching for contrary evidence. We also challenged to
what extent these mitigations are within management’s control.
• We challenged management whether there is a realistic prospect that the Group would be able to complete the refinancings of
the debt maturing in the going concern period within the timescale required. The refinancing or repayment of the debt maturing
during the going concern period (£311.3m) is a critical assumption in management’s going concern assessment. Our audit
procedures included considering management’s refinancing track record and any evidence of the progress of ongoing
refinancing. We also obtained the perspective of our debt advisory specialists in the UK, France and Germany on the market
appetite for refinancing such of loans.
• We also challenged management whether the Group would be able to complete the planned property disposals (including the
properties classified as held for sale of £172.7m) included in their going concern assessment within the timescale required.
Our audit procedures included considering evidence of the progress to date of planned disposals.
• We read the disclosures in the Annual Report and Financial Statements in relation to going concern to assess whether they
appropriately disclose the risks, the impact on the Group’s operations and results and the availability of mitigating actions to
be taken.
The results of the Severe but plausible downside scenario modelled by management indicate that a material uncertainty exists that
may cast significant doubt on the Group’s and Company’s ability to continue as a going concern.
105
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Independent Auditor’s Report
to the members of CLS Holdings Plc continued
In relation to the Group and Parent 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; and
• the Directors’ identification in the financial statements of the material uncertainty related to the Group’s ability to continue as a
going concern over the period to 31 July 2025.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
Group’s ability to continue as a going concern.
Independence
We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company and we
remain independent of the Group and the Parent Company in conducting the audit.
Overview of our audit approach
Audit scope
• The Group operates in the United Kingdom, Germany and France. We performed an audit of the complete financial
information. We determined that each of these three principal business regions are within the Group audit, which was
designated as a full scope region.
• The region where we performed full or specific audit procedures accounted for 100% of EPRA Earnings, 100% of Revenue and
Key audit
matters
Materiality
100% of Total assets.
• Valuation of the property portfolio.
• Rental income and other property related income recognition.
• Going concern basis used in the preparation of the financial statements.
• Overall Group materiality of £19.5m which represents 0.9% of total assets as at 31 December 2023. Overall materiality is
applied to account balances not related to rental income, revenue from hotel and student accommodation, administrative
expenses and other expenses (and their related balance sheet accounts).
• Specific materiality of £2m which represents 5% of EPRA earnings for testing of balances that significantly impact that
measure. Specific materiality is applied to account balances related to rental income, revenue from hotel and student
accommodation, administrative expenses and other expenses (and related balance sheet accounts).
• Parent Company materiality of £5.5m which represents 0.9% of total assets in the Parent Company balance sheet.
Parent Company materiality is applied to all balances within the Parent Company.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
All the audit work performed in relation to the Parent Company was undertaken by the Group audit team in the UK.
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determined our audit
scope for each geographic region within the Group (the United Kingdom, Germany and France). Taken together, this enables us to
form an opinion on the consolidated financial statements. We take into account the size, risk profile, organisation of the Group and
effectiveness of group-wide controls, changes in the business environment, potential impact of climate change and other factors
such as recent internal audit results when assessing the level of work to be performed. We did not identify components, but rather,
full scope audit work was performed directly by a single integrated audit team on the consolidated results.
106
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative
coverage of significant accounts in the financial statements, we utilised an integrated team across all three material geographic
regions where the Group operates (the United Kingdom, Germany and France) and so our audit procedures accounted for 100%
(2022: 100%) of the Group’s EPRA Earnings (as defined by the European Public Real Estate Association ‘EPRA’), the Group’s Revenue
and the Group’s Total assets.
Below is the contribution of each geographic region to the Group’s results:
EPRA Earnings
Revenue
Total assets
UNITED KINGDOM
30% of the Group
51% of the Group
46% of the Group
GERMANY
59% of the Group
38% of the Group
42% of the Group
FRANCE
11% of the Group
11% of the Group
12% of the Group
Climate change
Stakeholders are increasingly interested in how climate change will impact CLS Holdings plc. The Group has determined that the
most significant future impacts from climate change on its operations will be from transitional and physical risks, in the context of
the Group’s net zero carbon plan. These are explained on pages 41-42 in the required Task Force for Climate related Financial
Disclosures and on pages 43 to 46 in the principal risks and uncertainties. The Group has also explained their climate
commitments on pages 32 to 47. All of these disclosures form part of the “Other information,” rather than the audited financial
statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be
materially misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
The Group has explained in their accounting judgements and key sources of estimation uncertainty note to the financial statements
(Note 3) that, in preparing the financial statements, the Group has considered the impact of climate change in their financial
statements including how this aligns with their commitment to achieve net zero carbon emissions by 2030.
Our audit work considering the impact of climate change on the financial statements was focused on evaluating management’s
assessment of the impact of climate risk, physical and transition, their climate commitments, and disclosures. We also focussed on
assessing whether the effects of material climate risks disclosed on pages 41 and 42 and the significant judgements and estimates
disclosed in note 3, have been appropriately reflected in the property portfolio valuation and associated disclosures and in the
models of future cash flows which are used to assess the Group’s ability to continue as a going concern. Details of our procedures
and findings on the valuation of the property portfolio are included in our Key Audit Matters below. We performed our own risk
assessment, supported by our internal climate change specialists, to determine the risk of material misstatement in the financial
statements from climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and
associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are
described above.
107
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Independent Auditor’s Report
to the members of CLS Holdings Plc continued
Key audit matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our 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) that we identified. These matters included 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 were addressed in the context of our audit
of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty related to going concern section, we have determined the matters
described below to be the Key Audit Matters to be communicated in our report.
KEY OBSERVATIONS COMMUNICATED TO
THE AUDIT COMMITTEE
We have tested the inputs,
assumptions and methodology used
by external valuers.
We concluded that the methodology
applied is reasonable and that the
valuations are an appropriate
assessment of the fair value of the
property portfolio at
31 December 2023.
We concluded that the fair value of
the properties is in the higher end of
what we consider to be the
reasonable range of values.
We have reviewed the disclosures in
the financial statements including
the accounting judgements and key
sources of estimation uncertainty
and sensitivities and consider them
to be appropriate.
RISK
OUR RESPONSE TO THE RISK
Valuation of the property
portfolio (2023: £2,062.9m,
2022: £2,352.8m)
Refer to the Audit Committee
Report (page 80); Material
accounting policies (pages 122 -
123); and Notes 11, 12, 13 and 14 of
the Consolidated Financial
Statements (pages 132 - 136)
The valuation of the property
portfolio requires significant
judgement and use of estimates
by management and the
external valuers.
Any input inaccuracies or
unreasonable bases used in
these estimates (such as in
respect of market rental income
and yields applied) could result
in a material misstatement of
the income statement and
balance sheet.
There is also a risk that
management may influence the
significant judgements and
estimates in respect of property
valuations in order to achieve
property valuation and other
performance targets to meet
market expectations or
bonus targets.
Our audit procedures over the valuation of the property portfolio included:
• We obtained an understanding of the Group’s processes and controls around
the valuation of the property portfolio.
• We evaluated the competence of the external valuers which included
consideration of their qualifications and expertise. Further we obtained a
confirmation from the external valuers that they had not been subject to
undue influence from management.
• We met with the external valuers to discuss their valuation approach and the
estimates they made in assessing the property valuation. Such estimates
included the market rental income and yields applied.
• We reviewed the external valuations reports for unusual items or caveats.
• We tested the accuracy of the input data by agreeing these inputs (i.e.
contracted rent, lease expiry, lease space) with the tenancy schedules which
have been used and tested in our rental income procedures. We tested
source documentation provided by the Group to the external valuers, such as
underlying lease data or signed contracts.
• We conducted analytical reviews including assessing the assumption and
valuation movements year-on-year with reference to explanations in
movements provided by the external valuer and assessing the evidence we
have found during the audit (both corroborating and contradicting).
• We challenged both management and the external valuer where we identified
unexpected movements.
• We tested the mathematical accuracy of the tenancy schedules and
valuation calculations.
• We performed site visits for a sample of properties, to confirm existence and
understand the state of repair of the properties.
• We assessed the adequacy of the disclosures of estimates and valuation
assumptions in note 12 that were made in accordance with IFRS 13 – Fair
Value Measurement.
• We risk assessed the property portfolio to determine the extent of our other
audit work:
– Higher risk assets – such as those under development, with complex
leasing arrangements, in markets under greater stress, exposed to
greater risk through climate change or with unexpected valuation
movements – amounted to 55% of property value.
– Lower risk assets amounted to 45% of property value.
• We then performed the following work on each category of property:
– Higher risk assets - our real estate valuation specialists challenged the
valuation approach and assumptions for this category of properties.
They compared the market rental income and yields applied to each
property valuation to an expected range of assumptions taking into
account available market data and asset specific considerations.
This included assessing the external valuers; considerations of climate
change factors and market factors such as the macroeconomic
environment and its impact on the occupational and investment markets.
Our real estate valuation specialists performed a recalculation or developed
a comparative calculation considering a combination of some or all the
external valuer’s assumptions, to test the external valuer’s estimate.
Where properties were considered to be at the upper end of our
reasonable range, we sought additional evidence from the external valuer.
– Lower risk – our work was similar to the above but conducted by the core
audit team rather than our real estate valuation specialists.
108
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS KEY OBSERVATIONS COMMUNICATED TO
THE AUDIT COMMITTEE
Based upon the audit procedures
performed, we concluded that
rental income has been
appropriately recognised on a
straight line basis and other
property related income has been
recognised in accordance with the
Group’s accounting policy.
RISK
OUR RESPONSE TO THE RISK
Rental income and other
property related income
recognition (2023: £148.7m,
2022: £139.7m)
Refer to the Audit Committee
Report (page 80) and Material
accounting policies (page 124)
Misstatements that occur in
relation to revenue recognition of
rental income, including through
incorrect treatment of the lease
incentives, and other property-
related income from student
accommodation and hotel
operations, could materially
impact the revenue recognised.
Our audit procedures over rental income and other property related income
included obtaining an understanding of the Group’s processes and controls
around rental income and other property related income recognition.
Rental Income
We performed substantive procedures over rental income. This involved:
• Obtaining the tenancy schedules for the Group.
• Setting an expectation of annual rental income per property using the lease
data in the tenancy schedule and comparing this to the revenue recognised.
We set a tolerance threshold to assess whether rental income was being
recorded in line with our expectations.
• Selecting a sample of lease agreements and agreeing the key lease terms
input into the tenancy schedule.
• In addition, we traced a sample of the lease agreements through to related
invoices and their cash collections.
• We obtained the schedules used to calculate straight-lining of rental income
and reconciled it to the general ledger. We tested the arithmetical accuracy
of these schedules, and we agreed on a sample basis the lease information
in the schedules back to lease agreements.
• For any lease incentive clauses noted from our inspection of these lease
agreements, we traced them through to the lease incentive calculation to
confirm completeness.
Hotel
We performed substantive audit procedures and tested a sample of
transactions through to invoice and cash collections.
Student accommodation
We performed substantive analytical procedures, this involved:
• Obtaining the rent roll for student accommodation.
• Setting an expectation of revenue for the year using the rent roll and
approved rate cards and compared this to the revenue recognised. We set a
tolerance threshold to assess whether rental income was being recorded in
line with our expectations.
• Selecting a sample of lease agreements and agreed the key lease terms
input into the rent roll for student accommodation. In addition, we traced a
sample of the lease agreements through to its related cash collections.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
The table below sets out the materiality, performance materiality and threshold for reporting audit differences applied on our audit:
Overall
Specific materiality
Parent Company
0.9% of total assets
(2022: 0.9% of
total assets)
5% of EPRA earnings
(2022: 5% of
EPRA earnings)
0.9% of total assets
(2022: 0.9% of
total assets)
BASIS
MATERIALITY
£19.5m
(2022: £22.5m)
PERFORMANCE
MATERIALITY
£9.7m
(2022: £11.2m)
AUDIT DIFFERENCES
£1.0m
(2022: £1.1m)
£2.0m
(2022: £2.3m)
£1.0m
(2022: £1.1m)
£0.1m
(2022: £0.1m)
£5.5m
(2022: £3.9m)
£2.8m
(2022: £1.9m)
£0.3m
(2022: £0.2m)
109
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Independent Auditor’s Report
to the members of CLS Holdings Plc continued
When establishing our overall audit strategy, we determined a magnitude of uncorrected misstatements that we judged would be
material for the financial statements as a whole. We determined that an asset-based measure would be the most appropriate basis
for determining overall materiality given that key users of the Group’s financial statements are primarily focused on the valuation
of the Group’s assets. Based on this, we determined that it is appropriate to set the overall materiality at 0.9% of Total assets.
We determined that for rental income, revenue from hotel and student accommodation, administrative expenses and other
expenses and related balance sheet accounts, a misstatement of less than overall materiality for the financial statements as a
whole could influence the economic decisions of users.
We determined that materiality for these areas should be based upon 5% of EPRA Earnings as that is considered an important
performance metric and aligned with industry earnings measures.
This provided a basis for determining the nature, timing and extent of risk assessment procedures, identifying and assessing the
risk of material misstatement and determining the nature, timing and extent of further audit procedures.
During the course of our audit, we reassessed initial materiality to reflect year end balances and this did not result in any
significant change.
Performance materiality
The application of materiality is at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was
that performance materiality be set at 50% (2022: 50%) of our planning materiality, namely £9.7m and £1.0m (2022: £11.2m and
£1.1m) for overall and specific materiality respectively. We have set performance materiality at this percentage based on our risk
assessment procedures and the likelihood that misstatements may occur within the financial statements.
Audit work in each region is undertaken based on a percentage of total performance materiality. The performance materiality set
for each region is based on the relative scale of the region to the Group as a whole and our assessment of the risk of misstatement.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £1.0m
(2022: £1.1m), as well as uncorrected audit differences in excess of £0.1m (2022: £0.1m) that related to our testing accounts to
which we applied the specific materiality. These amounts were set at 5% of planning materiality. We also reported any differences
below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages 1-103, other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion thereon.
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 course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
110
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course
of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group and Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
Aside from the impact of the matters disclosed in the Material uncertainty related to going concern section, 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 or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on pages 54-55 and 102;
• Directors’ explanation as to its assessment of the Parent Company’s prospects, the period this assessment covers and why the
period is appropriate set out on page 54;
• Director’s statement on whether it has a reasonable expectation that the Group and Parent Company will be able to continue in
operation and meets its liabilities set out on page 102;
• Directors’ statement on fair, balanced and understandable set out on page 103;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 51-53;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set
out on pages 48-53; and;
• The section describing the work of the Audit Committee set out on pages 76-80.
111
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Independent Auditor’s Report
to the members of CLS Holdings Plc continued
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 103, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors 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 and Parent 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 Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s 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 auditor’s 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.
Explanation as to what extent the audit was considered capable of 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 above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the
most significant that are directly relevant to the presentation of the Annual Report and Accounts are those that relate to the
reporting framework (UK adopted international accounting standards, the Companies Act 2006 and UK Corporate Governance
Code). The most significant that indirectly affect the financial statements where non-compliance would have a material effect are
relevant tax regulations, (including the UK REIT regulations) and laws related to landlords with tenancies.
• We understood how CLS Holdings plc is complying with those frameworks by making enquiries of management and by
identifying the Group’s policies and procedures regarding compliance with laws and regulations. We also identified those
members of management who have the primary responsibility for ensuring compliance with laws and regulations, and for
reporting any known instances of non-compliance to those charged with governance. We corroborated our enquiries through our
review of Board minutes and papers provided to the Board and the Audit Committee, as well as consideration of the results of
our audit procedures across the Group to either corroborate or provide contrary evidence which was then followed up.
Our assessment included the tone from the top and the emphasis on a culture of honest and ethical behaviour.
• We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by
reviewing the Company’s risk register and enquiring with management and the Audit Committee during the planning and
execution phases of our audit. We considered the programmes and controls that the Group has established to address risks
identified, or that otherwise prevent, deter and detect fraud; and how management monitors those programmes and controls.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.
Our procedures involved;
– Enquiry of management, and when appropriate, those charged with governance regarding their knowledge of any non-
compliance or potential non-compliance with laws and regulations that could affect the financial statements;
– Reading minutes of meetings of those charged with governance;
– Obtaining and reading correspondence from legal and regulatory bodies, including the FRC, HMRC and the tax authorities in all
the locations the Group operates in;
– Journal entry testing, with a focus on journals indicating unusual transactions based on our understanding of the
business; and
– Engaged our own specialists to read and assess legal advice taken by management on identified matters of non-compliance
with laws and regulations and evaluated the adequacy of actions required to remediate non-compliance.
112
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
• Following the recommendation from the Audit Committee we were appointed by the Company on 28 April 2022 to audit the
financial statements for the year ending 31 December 2022 and subsequent financial periods.
• The period of total uninterrupted engagement including previous renewals and reappointments is two years, covering the years
ended 31 December 2022 to 31 December 2023.
• The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Peter McIver (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
8 March 2024
113
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Group income statement for the year ended 31 December 2023
Revenue
Costs
Net rental income
Administration expenses
Other property expenses
Operating profit before revaluation and disposals
Net revaluation movements on investment property
Net revaluation movements on equity investments
Profit on sale of investment property
Operating loss
Finance income
Finance costs
Foreign exchange loss
Impairment of goodwill
Loss before tax
Taxation
Loss for the year attributable to equity shareholders
Notes
2023
£m
2022
£m
4
4
12/14
8
9
10
148.7
(35.7)
113.0
(18.2)
(15.6)
79.2
(302.7)
(1.3)
1.4
(223.4)
1.6
(41.3)
(0.3)
–
(263.4)
13.6
(249.8)
139.7
(31.9)
107.8
(15.7)
(16.2)
75.9
(136.5)
(3.8)
0.5
(63.9)
10.1
(26.8)
(0.3)
(1.1)
(82.0)
0.1
(81.9)
Baisc and diluted earnings per share
5/24
(62.9)p
(20.2)p
The notes on pages 119 to 152 are an integral part of these Group financial statements.
114
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS
Group statement of comprehensive income for the year ended 31 December 2023
Loss for the year
Other comprehensive income:
Items that may be reclassified to profit or loss
Revaluation of property, plant and equipment
Foreign exchange differences
Deferred tax on revaluation of property, plant and equipment
Total items that may be reclassified to profit or loss
Total other comprehensive (expense)/income
Notes
26
26
18
2023
£m
(249.8)
2022
£m
(81.9)
2.2
(12.3)
(0.6)
(10.7)
(10.7)
1.9
28.5
(0.4)
30.0
30.0
Total comprehensive expense for the year attributable to equity shareholders
(260.5)
(51.9)
The notes on pages 119 to 152 are an integral part of these Group financial statements.
115
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Group balance sheet at 31 December 2023
Non-current assets
Investment properties
Property, plant and equipment
Intangible assets
Equity investments
Deferred tax
Derivative financial instruments
Current assets
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Assets held for sale
Total assets
Current liabilities
Trade and other payables
Current tax
Borrowings
Non-current liabilities
Deferred tax
Borrowings
Leasehold liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Total equity
Notes
2023
£m
2022
£m
12
13
18
20
15
20
16
14
17
19
18
19
23
26
1,850.5
41.8
2.9
1.4
–
3.6
1,900.2
16.7
0.7
70.6
88.0
172.7
2,295.0
39.6
2.8
2.7
2.8
8.5
2,351.4
15.8
–
113.9
129.7
20.3
2,160.9
2,501.4
(68.6)
(0.3)
(193.9)
(262.8)
(88.7)
(876.7)
(3.5)
(58.6)
(2.0)
(173.4)
(234.0)
(110.5)
(932.5)
(3.6)
(968.9)
(1,046.6)
(1,231.7)
(1,280.6)
929.2
1,220.8
11.0
83.1
106.7
728.4
929.2
11.0
83.1
115.4
1,011.3
1,220.8
The financial statements of CLS Holdings plc (registered number: 02714781) were approved by the Board of Directors and
authorised for issue on 8 March 2024 and were signed on its behalf by:
Mr F Widlund
Chief Executive Officer
Mr A Kirkman
Chief Financial Officer
The notes on pages 119 to 152 are an integral part of these Group financial statements.
116
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS
Group statement of changes in equity for the year ended 31 December 2023
Arising in 2023:
Total comprehensive expense for the year
Share-based payments
Dividends to shareholders
Transfer of fair value on property, plant and equipment
Total changes arising in 2023
At 1 January 2023
At 31 December 2023
Arising in 2022:
Total comprehensive expense for the year
Share-based payments
Dividends to shareholders
Transfer of fair value on property, plant and equipment
Purchase of own shares
Total changes arising in 2022
At 1 January 2022
At 31 December 2022
Share
capital
£m
Note 23
Share
premium
£m
–
–
–
–
–
11.0
11.0
–
–
–
–
–
83.1
83.1
Share
capital
£m
Note 23
Share
premium
£m
Other
reserves
£m
Note 26
(10.7)
0.5
–
1.5
(8.7)
115.4
106.7
Other
reserves
£m
Note 26
Retained
earnings
£m
Total equity
£m
(249.8)
–
(31.6)
(1.5)
(260.5)
0.5
(31.6)
–
(282.9)
1,011.3
(291.6)
1,220.8
728.4
929.2
Retained
earnings
£m
Total equity
£m
–
–
–
–
–
–
11.0
11.0
–
–
–
–
–
–
83.1
83.1
30.0
0.2
–
(3.5)
–
26.7
88.7
(81.9)
–
(32.4)
3.5
(25.8)
(51.9)
0.2
(32.4)
–
(25.8)
(136.6)
1,147.9
(109.9)
1,330.7
115.4
1,011.3
1,220.8
The notes on pages 119 to 152 are an integral part of these Group financial statements.
117
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Group statement of cash flows for the year ended 31 December 2023
Cash flows from operating activities
Cash generated from operations
Interest received
Interest paid
Income tax paid on operating activities
Net cash inflow from operating activities
Cash flows from investing activities
Purchase of investment properties
Capital expenditure on investment properties
Proceeds from sale of properties
Income tax paid on sale of properties
Purchases of property, plant and equipment
Purchase of intangibles
Repayment of vendor loan
Foreign currency loss on forward contracts
Net cash outflow from investing activities
Cash flows from financing activities
Dividends paid
Purchase of own shares
New loans
Issue costs of new loans
Repayment of loans
Net cash outflow from financing activities
Cash flow element of net decrease in cash and cash equivalents
Foreign exchange loss
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
The notes on pages 119 to 152 are an integral part of these Group financial statements.
Notes
27
25
16
2023
£m
83.2
1.6
(35.1)
(3.8)
45.9
–
(46.4)
17.0
(1.8)
(0.8)
(0.3)
–
–
(32.3)
(31.6)
–
129.1
(1.1)
(152.6)
(56.2)
(42.6)
(0.7)
(43.3)
113.9
70.6
2022
£m
70.5
1.3
(24.2)
(4.6)
43.0
(83.4)
(57.2)
56.2
(3.2)
(0.4)
(0.8)
7.7
(0.2)
(81.3)
(32.4)
(25.8)
144.1
(1.1)
(99.4)
(14.6)
(52.9)
(0.6)
(53.5)
167.4
113.9
118
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS
Notes to the Group financial statements for the year ended 31 December 2023
1. General information
CLS Holdings plc (the ‘Company’ or ‘Ultimate Parent’) and its subsidiaries (together ‘CLS Holdings’ or the ‘Group’) is an investment
property group which is principally involved in the investment, management and development of commercial properties. The Group’s
principal operations are carried out in the United Kingdom, Germany and France.
The Company is an incorporated public limited company and is registered and incorporated in the United Kingdom. Its registration
number is 02714781, with its registered address at 16 Tinworth Street, London SE11 5AL. The Company is listed on the London Stock
Exchange and domiciled in the United Kingdom. The Company did not change its name during the year ended 31 December 2023
or the year ended 31 December 2022.
2. Material accounting policies
The principal accounting policies applied in the preparation of these Group financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and United Kingdom
adopted International Accounting Standards and International Financial Reporting Standards (IFRSs).
Going concern
Background
CLS’ strategy and business model include regular secured loan refinancings, and capital deployment and recycling through
acquisitions, capital expenditure and disposals. Over the last thirty years, the Group has successfully navigated several periods of
economic uncertainty, including the recent economic stress resulting from the Covid-19 pandemic, Russia’s invasion of Ukraine and
the cost-of-living crisis.
The Group continues to have very high rent collection and low bad debts, and has a long-term track record in financing and
refinancing debt including £330.6 million completed in 2023 and a further £103.2 million subsequent to year end, of which
£88.5 million has been executed and £14.7 million for which credit approval has been obtained by lenders or terms have
been agreed.
The Directors note that the interim financial information for the six months ended 30 June 2023 contained disclosure of a Material
Uncertainty related to going concern due to the timing and amounts of the planned refinancing of debt and disposals of property
being then outside of Management’s control. In this context the Directors set out their considerations and conclusions in respect of
going concern for these financial statements below.
Going concern period and basis
The Group’s going concern assessment covers the period to 31 July 2025 (“the going concern period”). The period chosen takes into
consideration the maturity date of loans totalling £311.3 million that expire by July 2025. The going concern assessment uses the
business plan approved by the Board at its November 2023 meeting as the Base case. The assessment also considers a Severe but
plausible case.
Forecast cash flows – Base case
The forecast cash flows prepared for the Base case reflect the challenging economic backdrop and include assumptions regarding
forecast forward interest curves, inflation and foreign exchange, and includes revenue growth, principally from contractual
increases in rent, and increasing cost levels in line with forecast inflation.
The Base case is focussed on the cash and working capital position of the Group throughout the going concern period. In this
regard, the Base case assumes continued access to lending facilities in the UK, Germany and France, and specifically that debt
facilities of £311.3 million expiring within the going concern period will be refinanced as expected (£261.5 million) or will be repaid
(£49.8 million), some of which are linked to forecast property disposals. The Board acknowledges that these refinancings are not
fully within its control; however, they are confident that refinancings or extensions of these loans will be executed within the
required timeframe, having taken into account:
• existing banking relationships and ongoing discussions with the lenders in relation to these refinancings;
• CLS’ track record of prior refinancings, particularly in the 12 months to 31 December 2023 when £330.6 million was successfully
refinanced or extended; and
• recent refinancings subsequent to the year end that have been executed, credit approved by lenders, or where the terms have
been agreed, totalling £103.2 million of the £311.3 million noted above.
The Base case also includes property disposals in the going concern period in line with the Group’s business model and the
forecast cash flows approved by the Board in November 2023. The Board acknowledges that property disposals are not fully within
its control; however, they are confident these transactions will be completed within the going concern period, based on their
history of achieving disposals (with disposals of £73.5m achieved since 2022). The value of the properties available for disposal is
significantly in excess of the value of the debt maturing during the going concern period.
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CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 2. Material accounting policies continued
2.1 Basis of preparation – continued
Going concern continued
Forecast cash flows – Base case continued
The Group’s financing arrangements contain Loan to Value (‘LTV’), Interest Cover Ratio (‘ICR’) and Debt Service Coverage Ratio
(‘DSCR’) covenants. In the Base case, minimal cure payments have been forecast given that the Group’s expects to maintain its
compliance with the covenant requirements.
The near-term impacts of climate change risks within the going concern period have been considered in both the Base and the
Severe but plausible case and are expected to be immaterial.
Forecast cash flows – Severe but plausible case
A Severe but plausible case has been assessed which has been produced by flexing key assumptions further including: lower
rents, increased service charges, higher property and administration expenses, falling property values, higher interest rates and
reduced achievements of refinancings and disposals.
These flexed assumptions are more severe than CLS experienced during the 2007-2009 global financial crisis and other downturns
such as that experienced in 2020-2022 during the Covid-19 pandemic. A key assumption in this scenario is a reduction in property
values of 10% until December 2024, impacting forecast refinancings, sales and cash cures. This is in addition to the reduction
experienced of 12.5% in 2023 and 17.1% since June 2022.
Assumptions around refinancing and investment property disposals are adjusted to only include those agreed or considered
significantly advanced by management. In addition, a reduction in property values of 10% results in additional cure payments of
£12.1 million being necessary for the Group to remain in compliance with its covenant requirements.
Due to the severity of the assumptions used in this scenario, which is severe but plausible and therefore not remote, the liquidity of
the Group is exhausted even after putting in place controllable mitigating actions as set out below.
Mitigating actions
In the Severe but plausible case, CLS is assumed to take mitigating actions in terms of depositing cash to equity cure some loans,
scaling back uncommitted capital expenditure (without impacting revenue streams over the going concern period) and reducing
the dividend to the Property Income Distribution required under the UK REIT rules as well as drawing its existing £50 million of
currently unutilised facilities. If needed, further disposals could be considered as there are no sale restrictions on CLS’ £2.1 billion
of properties, albeit the timing and the amount of these potential disposals are not in the Group’s control.
Additionally, the Directors note that the properties that require refinancing in the going concern period are on a non-recourse basis
to the Group. Accordingly, in extremis, the lender could enforce their security on an individual property with no claim on the rest of
the Group’s assets.
Material Uncertainty related to going concern
As described above, the Group is reliant for liquidity purposes upon its ability to both refinance the debt maturing and to complete
a number of property disposals in the going concern period in more challenging market conditions.
Whilst the Directors remain confident, due to the reasons highlighted above, that a combination of sufficient refinancings and
property disposals will be achieved, the timing and value of both the planned refinancing of facilities falling due within the going
concern review period, and planned property disposals, is outside of management’s control and consequently a material
uncertainty exists that may cast significant doubt on the Group’s and Company’s ability to continue as a going concern.
Notwithstanding this material uncertainty on the going concern assumption, given our track-record and reputation, the Directors
are confident that the debt falling due for repayment in the going concern period will be refinanced or settled in line with their
plans for the reasons set out above, rather than requiring repayment on maturity, or will be extinguished as part of property
disposals in the period. In extremis, the loans requiring refinancing are provided on a non-recourse basis. Therefore, the Directors
continue to adopt the going concern basis in preparing these Group and Company financial statements.
The financial statements do not contain the adjustments that would result if the Group and Company were unable to continue as a
going concern.
120
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 2. Material accounting policies continued
2.1 Basis of preparation – continued
Historical cost and fair value
The financial statements have been prepared on the historical cost basis, except for investment and other properties and financial
instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on fair value of the consideration given in exchange for goods and services. Fair value is the price
that would be received to sell the asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.
Presentational and functional currency
The consolidated financial statements, including the results and financial position, are presented in pounds Sterling, which is
the functional and presentational currency of CLS Holdings plc.
The amounts presented in the financial statements are rounded to the nearest £0.1 million.
New standards and interpretations
In the current year, the Group has applied a number of new standards and amendments to IFRSs issued by the International
Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2023.
Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
These new standards and amendments are listed below:
• Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of accounting policies
• Amendments to IAS 8 – Definition of Accounting Estimates
• Amendments to IAS 12 – Deferred tax related to assets and liabilities arising from a single transaction
• Amendments to IAS 12 – International tax reform – Pillar Two model rules
• IFRS 17 – Insurance Contracts
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRSs that
have been issued but are not yet effective:
• Amendments to IAS 1 – Classification of liabilities as current or non current
• Amendments to IAS 7 and IFRS 7 – Disclosures: Supplier finance arrangements
• Amendments to IFRS10 and IAS 28 – Sale or contribution of assets between an investor and its associate or joint venture
• Amendments to IFRS 16 – Lease liability in a sale and leaseback
• Amendments to IAS 21 – Lack of exchangeability
Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates. However, the
legislation does not apply to Group as its consolidated revenue is lower than £750 million.
The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements
of the Group in future periods.
2.2 Business combinations
Where property is acquired, via corporate acquisitions or otherwise, management considers the substance of the assets and
activities of the acquired entity in determining whether the acquisition represents the acquisition of a business. The Group
determines that it has acquired a business when the acquired set of activities and assets/liabilities include an input and a
substantive process that, together, significantly contribute to the ability to create outputs i.e. rental income and capital
appreciation. The acquired process is considered substantive if it is critical to the ability to continue earn rental income and drive
capital appreciation, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience
to perform that process or it significantly contributes to the ability to continue producing rental income and drive capital
appreciation and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to
continue producing rental income and capital appreciation.
Where such acquisitions are not determined to be an acquisition of a business, they are not treated as business combinations.
Rather, the cost to acquire the corporate entity or assets and liabilities is allocated between the identifiable assets and liabilities
of the entity based on their relative fair values at the acquisition date.
(I) Subsidiary undertakings
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
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CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 2. Material accounting policies continued
2.2 Business combinations – continued
(II) Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value
of identifiable assets and liabilities of a subsidiary or associate at the date of acquisition in a business combination. It is initially
recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which
is recognised as an asset is reviewed for impairment at least annually.
2.3 Assets held for sale
Assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs
to sell, except for investment properties held for sale which are measured at fair value.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale
transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the
asset (or disposal group) is available-for-sale in its present condition. Management must be committed to the sale which should
be expected to qualify for recognition as a completed sale within one year from the date of classification.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that
subsidiary are classified as held for sale when the criteria above are met, regardless of whether the Group will retain a
non-controlling interest in its former subsidiary after sale.
2.4 Foreign currency
(I) Foreign currency transactions
Transactions in foreign currencies are translated into Sterling using the exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Sterling at the
exchange rate ruling at that date, and differences arising on translation are recognised in the income statement.
For financial assets measured at fair value through profit and loss, exchange differences are recognised in the income statement
in the ‘finance costs or finance income’ line item.
(II) Consolidation of foreign entities
The results and financial position of all Group entities which have a functional currency different from Sterling are translated
into Sterling as follows:
(a) assets and liabilities are translated at the closing rate at the date of the balance sheet;
(b) income and expenses for each income statement are translated at the average exchange rates; and
(c) all resulting exchange differences are recognised directly in equity in the cumulative translation reserve.
2.5 Investment properties
Investment property comprises principally offices that are not occupied substantially for use by, or in the operations of, the Group,
nor for sale in the ordinary course of business, but are held primarily to earn rental income and for capital appreciation.
These buildings are substantially rented to tenants and not intended to be sold in the ordinary course of business.
Investment properties are measured initially at cost, including directly attributable transaction costs. Transaction costs include
transfer taxes and professional fees for legal and other services. Additions to investment properties comprise costs of a capital
nature; in the case of investment properties under development, these include capitalised interest and certain staff costs directly
attributable to the management of the development. Capitalised interest is calculated at the rate on associated borrowings applied
to expenditure on the development between the date of gaining planning consent and the date of practical completion.
The Group recognises sales and purchases of investment property when control passes on completion of the contract. Gains
or losses on the sale of properties are calculated by reference to the carrying value at the end of the previous year, adjusted for
subsequent capital expenditure.
Investment properties are carried at fair value, based on market value as determined by professional external valuers at
the balance sheet date. Investment properties being redeveloped for continuing use as investment properties, or for which
the market has become less active, continue to be classified as investment properties and measured at fair value. Changes in fair
values are recognised in the income statement.
Transfers are made to (or from) investment property only when there is evidence of a change in use.
Lease incentives are not held as separate assets or liabilities on the balance sheet but are instead included within the investment
property balance.
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CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 2. Material accounting policies continued
2.6 Property, plant and equipment
Property, plant and equipment is measured initially at cost, being the consideration paid, including related transaction costs.
Property is subsequently measured at fair value, based on market value as determined by professional external valuers at
the balance sheet date. Fixtures and fittings and head office fit-out are stated at historical cost less accumulated depreciation
and any impairment loss.
Any increase arising on the revaluation of land and buildings held as property, plant and equipment is credited to the fair value
reserve via other comprehensive income, except to the extent that it reverses a revaluation decrease for the same asset previously
recognised as an expense, in which case the increase in value is credited to the income statement to the extent the decrease was
previously expensed. On disposal of an asset the revaluation reserve relating to that asset becomes realised and is transferred in
equity to retained earnings.
Land is not depreciated. Depreciation on the property, plant and equipment that is depreciated is calculated using the straight-line
method to allocate cost less estimated residual values over the estimated useful lives or lease length, as follows:
Fixtures and fittings
Head Office fit-out
Hotel
4–5 years
10 years
250 years
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as
the difference between the sale proceeds and the carrying amount of the asset and is recognised in the income statement.
2.7 Financial instruments
(I) Derivative financial instruments
The Group uses derivative financial instruments, including swaps and interest rate caps, to help manage its interest rate and
foreign exchange rate risks. Derivative financial instruments are initially recorded at, and subsequently revalued to, fair value.
Revaluation gains and losses are recognised in finance income or finance cost in the income statement.
(II) Financial assets at fair value through profit and loss (FVTPL)
Financial assets at FVTPL are measured at fair value. Revaluation gains and losses are recognised in the income statement.
(III) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and other short-term highly liquid investments which
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
(IV) Trade and other receivables/Trade and other payables
Trade and other receivables are recognised initially at their transaction price if they do not contain any significant financing
components. Subsequently they are measured at amortised cost with a recognised loss allowance for expected credit losses
which is measured at an amount equal to the lifetime expected credit loss. Trade and other payables are stated at transaction
price which is approximate to their fair value and subsequently measured at amortised cost.
(V) Borrowings
Borrowings are recognised initially at fair value less attributable transaction costs. Subsequently, borrowings are stated
at amortised cost with any difference between the amount initially recognised and the redemption value being recognised in the
income statement over the period of the borrowings, using the effective interest rate method.
When debt refinancing occurs, existing liabilities are treated as being extinguished when the new liability is substantially different
from the existing liability. To determine if a liability is substantially different, the Group considers the transaction as a whole, taking
into account both qualitative and quantitative characteristics.
Borrowing costs attributable to the construction of a qualifying asset are capitalised at the weighted average borrowing rate for
the applicable region on direct expenditure incurred between the date of gaining planning consent and the date of
practical completion.
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CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 2. Material accounting policies continued
2.8 Revenue
The Group’s revenue includes rental income, service charge income and other property related income.
(I) Rental income
Rental income from operating leases is recognised on a straight-line basis over the lease term. Direct costs associated with
securing the rental income are also recognised on a straight-line basis over the lease term.
Fixed or contractually defined rental increases, which can take the form of actual amounts or agreed percentages, are recognised
on a straight-line basis over the term. Rental increases related to a price index are recognised when the increase takes place.
Lease incentives being offered to tenants to enter into a lease, such as an initial rent-free period or a cash contribution to fit out or
similar costs, are part of the net consideration for the use of the property and are therefore recognised on the same straight-line basis.
Where the total consideration due under a lease is modified, for example to remove a break or extend the term, the revised
remaining consideration due is recognised on a straight-line basis over the remaining term of the lease. Lease modifications are
accounted for from the effective date of modification. Initial direct costs associated with the original lease continue to be
recognised and amortised over the remaining term of the modified lease.
(II) Service charge income
Service charge income relates to expenditure that is directly recoverable from tenants and is recognised in the period in which
it is earned as tenants benefit from the services based on actual service charge costs incurred.
(III) Other property income
Other property income relates to income from the Group’s student accommodation and hotel in addition to dilapidations receipts
and surrender premiums.
Income from the Group’s student accommodation relates to rents received from tenants for the provision of student
accommodation. Income is recognised on a straight-line basis over the lease term. See rental income policy for more detail.
Hotel revenue is recognised as the rooms are occupied and services rendered. Where the supply of service has only been partially
completed at the balance sheet date, turnover represents the value of the service provided to date based on a portion of the contract value.
Dilapidations income is payable by tenants when the Group agrees with the tenant to perform required remedial works to
fulfil the contractual obligations of the lease. Dilapidation income is recognised when the amounts become contractually due,
usually at the time an agreement between parties is reached. Surrender premiums are payable when a lease is terminated prior to
expiry. Surrender premiums for the early termination of a lease are recognised as revenue when the amounts become
contractually due.
2.9 Taxation
Current tax is based on taxable profit for the year and is calculated using tax rates that have been enacted or substantively enacted
by the balance sheet date.
Deferred tax is provided using the balance sheet liability method on temporary differences between the carrying value of assets
and liabilities for financial reporting purposes and the values used for tax purposes. Temporary differences are not provided for
when they arise from initial recognition of goodwill or from the initial recognition of assets and liabilities in a transaction that
does not affect accounting or taxable profit and does not give rise to equal taxable and deductible temporary differences.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount
of assets and liabilities, and is calculated using rates that are expected to apply in the period when the liability is settled or
the asset is realised, in the tax jurisdiction in which the temporary differences arise.
124
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 2. Material accounting policies continued
2.9 Taxation – continued
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which
the assets can be used. The deferred tax assets and liabilities are only offset if they relate to income taxes levied by the same
taxation authority, there is a legally enforceable right of set-off and the Group intends to settle its current tax assets and liabilities
on a net basis.
Current and deferred tax are recognised in the income statement except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive
income or equity respectively.
The group has applied the exemption in IAS 12 ‘Income Taxes’ to recognising and disclosing information about deferred tax assets
and liabilities related to Pillar Two income taxes.
2.10 Leases
The Group as a lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified
as operating leases.
The Group as a lessee
The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying
assets for all leases, except for short-term leases and leases of low-value assets.
(I) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to
be made over the lease term which, if in respect of investment property, forms part of the cost of that property on initial recognition.
The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable
lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of
penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments
that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period
in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses either the borrowing rate of the loan attached to the property
at the lease commencement date or, if the property is not financed, then the operating segment’s incremental borrowing rate at
the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change
in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
(II) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use).
The Group leases properties that meet the definition of investment property. These right-of-use assets are presented as part of the line
item ‘Investment property’ in the statement of financial position.
(III) Short-term leases and low value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e. those leases that have
a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease
of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments
on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.
125
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 3. Accounting judgements and key sources of estimation uncertainty
Accounting judgements
In accordance with IAS 1, the Directors have considered the judgements that have been made in the process of applying the Group’s
accounting policies, which are described in note 2, and which of those judgements have the most significant effect on amounts
recognised in the financial statements.
Going Concern
For the purposes of the going concern assessment, the Group makes judgements in determining future cash flows which are
based on assumptions. The most significant judgements relate to the terms and ability to refinance loan facilities and recycle
capital. These judgements are made by management based on recent performance, external factors and management’s
knowledge and expertise of cashflow drivers. See note 2 for more details.
Key sources of estimation uncertainty
Valuation of properties
The Group uses the valuations performed by its independent external valuers as the fair value of its investment properties and
those properties held at valuation and classified as property, plant and equipment. The valuations are based upon assumptions
including market rentals (‘ERV’), future development costs and an appropriate equivalent yield and capitalisation rates as
appropriate (see notes 12 and 13 for more detail). The valuers also make reference to market evidence of transaction prices for
similar properties.
Other estimates
Climate change
In preparing the financial statements, the Group has considered the impact of climate change, taking into account the relevant
disclosures in the Strategic Report, including those made in accordance with the recommendations of the Taskforce on Climate
Related Financial Disclosure (see pages 41 to 47). These considerations included the limited exposure in terms of our properties
to potential physical climate risks along with a commitment to invest £65 million in our Net Zero Carbon pathway. On this basis,
the Group has concluded that climate change did not have a material impact on the financial reporting judgements and estimates,
consistent with the assessment that this is not expected to have a significant impact on the Group’s going concern or viability
assessment. The Group considers that this will remain the case until approximately 2030 after which the differing climate
scenarios diverge resulting in different risk profiles, the impact and mitigations of which will be captured in the Climate
Resilience strategy being developed (see page 32 for more detail).
126
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 4. Segment information
Each property represents an operating segment which the Group aggregates into two reporting segments with similar characteristics
– investment properties and other investments. Other investments comprise the hotel at Spring Mews and other small corporate
investments. Central administration relates to the operating costs of the Group’s headquarters and are not allocated to any reporting
segment. The Group manages the investment properties division on a geographical basis due to its size and geographical diversity.
Consequently, the Group’s principal reporting segments are:
Investment properties:
Other investments
United Kingdom
Germany
France
Year ended 31 December 2023
Rental income
Other property-related income
Service charge income
Revenue
Service charges and similar expenses
Net rental income
Administration expenses
Other property expenses
Revenue less costs
Net revaluation movements on investment property
Net revaluation movements on equity investments
Profit/(loss) on sale of investment property
Segment operating (loss)/profit
Finance income
Finance costs
Foreign exchange gain/(loss)
Segment (loss)/profit before tax
Investment properties
2023
United
Kingdom
£m
46.4
8.9
13.4
68.7
(16.3)
52.4
(7.5)
(8.6)
36.3
(186.6)
–
0.4
(149.9)
0.1
(25.2)
–
(175.0)
Germany
£m
France
£m
Other
investments
£m
Central
administration
£m
43.2
0.6
11.7
55.5
(14.0)
41.5
(3.2)
(4.2)
34.1
(90.6)
–
(1.6)
(58.1)
–
(11.9)
–
(70.0)
13.2
0.9
4.9
19.0
(5.4)
13.6
(1.3)
(0.4)
11.9
(25.5)
–
(0.1)
(13.7)
–
(4.0)
0.1
(17.6)
–
5.5
–
5.5
–
5.5
(0.1)
(2.4)
3.0
–
(1.3)
2.7
4.4
1.5
–
(0.4)
5.5
–
–
–
–
–
–
(6.1)
–
(6.1)
–
–
–
(6.1)
–
(0.2)
–
(6.3)
Total
£m
102.8
15.9
30.0
148.7
(35.7)
113.0
(18.2)
(15.6)
79.2
(302.7)
(1.3)
1.4
(223.4)
1.6
(41.3)
(0.3)
(263.4)
127
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 4. Segment information continued
Year ended 31 December 2022
Rental income
Other property-related income
Service charge income
Revenue
Service charges and similar expenses
Net rental income
Administration expenses
Other expenses
Revenue less costs
Net revaluation movements on investment property
Net revaluation movements on equity investments
(Loss)/profit on sale of investment property
Segment operating loss
Finance income
Finance costs
Foreign exchange loss
Impairment of goodwill
Segment loss before tax
Other segment information
Investment properties
United Kingdom
Germany
France
Other investments
Investment properties
United
Kingdom
£m
Germany
£m
France
£m
48.5
8.2
11.2
67.9
(13.1)
54.8
(6.4)
(8.1)
40.3
(79.6)
–
(0.3)
(39.6)
5.3
(16.4)
–
–
(50.7)
38.0
0.2
11.3
49.5
(14.1)
35.4
(2.8)
(4.2)
28.4
(41.5)
–
–
(13.1)
1.4
(6.8)
–
(0.3)
(18.8)
12.9
–
4.5
17.4
(4.7)
12.7
(1.4)
(0.7)
10.6
(15.4)
–
0.8
(4.0)
1.4
(2.4)
–
(0.8)
(5.8)
2022
Other
investments
£m
–
4.9
–
4.9
–
4.9
(0.2)
(3.2)
1.5
–
(3.8)
–
(2.3)
2.0
(0.8)
–
–
(1.1)
Central
administration
£m
–
–
–
–
–
–
(4.9)
–
(4.9)
–
–
–
(4.9)
–
(0.4)
(0.3)
–
(5.6)
Total
£m
99.4
13.3
27.0
139.7
(31.9)
107.8
(15.7)
(16.2)
75.9
(136.5)
(3.8)
0.5
(63.9)
10.1
(26.8)
(0.3)
(1.1)
(82.0)
Assets
Liabilities
Capital expenditure
2023
£m
2022
£m
2023
£m
2022
£m
2023
£m
2022
£m
930.0
908.1
265.0
57.8
2,160.9
1,083.6
1,011.6
294.3
111.9
2,501.4
548.2
510.8
164.3
8.4
551.7
536.4
185.7
6.8
1,231.7
1,280.6
37.2
9.3
3.1
0.8
50.4
36.6
9.8
11.7
0.4
58.5
128
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 5. Alternative Performance Measures
Alternative Performance Measures (‘APMs’) should be considered in addition to, and are not intended to be a substitute for,
or superior to, IFRS measurements.
Introduction
The Group has applied the October 2015 European Securities and Markets Authority (‘ESMA’) guidelines on APMs and the
October 2021 Financial Reporting Council (‘FRC’) thematic review of APMs in these results, whilst noting the International
Organization of Securities Commissions (IOSCO) 2016 guidance and ESMA’s December 2019 report on the use of APMs.
An APM is a financial measure of historical or future financial performance, position or cash flows of the Group which
is not a measure defined or specified in IFRS.
Overview of our use of APMs
The Directors believe that APMs assist in providing additional useful information on the underlying trends, performance and
position of the Group. APMs assist our stakeholder users of the accounts, particularly equity and debt investors, through the
comparability of information across the European real estate sector. APMs are used by the Directors and management, both
internally and externally, for performance analysis, strategic planning, reporting and incentive-setting purposes.
APMs are not defined by IFRS and therefore may not be directly comparable with other companies’ APMs, including peers in
the real estate industry. There are two sets of APMs which we utilise (EPRA APMs and similar CLS APMs) which are reconciled
where possible to statutory measures on the following pages.
CLS monitors the Group’s financial performance using APMs which are European Public Real Estate Association (‘EPRA’) measures
as these are a set of standard disclosures for the property industry and thus aid comparability for our stakeholder users. CLS considers
the two measures below to be the most relevant as we believe that these will continue to reflect the long-term nature of our
property investments most accurately.
• EPRA earnings; and
• EPRA net tangible asset value (NTA).
There has been no change to the Group’s APMs in the year with the same APMs utilised by the business being defined, calculated
and used on a consistent basis, although all other measures are shown within the supplementary unaudited disclosures to the financial
statements there has been no change to comparative amounts.
1. EPRA APMs
For use in earnings per share calculations
Weighted average number of ordinary shares in circulation
Diluted number of ordinary shares
For use in net asset per share calculations
2023
Number
2022
Number
397,330,507
404,410,051
400,942,040
406,473,292
Number of ordinary shares in circulation at 31 December
397,410,268
397,210,866
i) Earnings – EPRA earnings
Loss for the year
Net revaluation movement on investment property
Deferred tax on revaluations
Net revaluation movement on equity investments
Profit on sale of investment property
Current tax thereon
Movement in fair value of derivative financial instruments
Impairment of goodwill
Amortisation of intangible assets
EPRA earnings
Basic and diluted earnings per share
EPRA earnings per share
Notes
12/14
8/9
2023
£m
(249.8)
302.7
(16.3)
1.3
(1.4)
–
4.2
–
0.2
40.9
(62.9)p
10.3p
2022
£m
(81.9)
136.5
(4.8)
3.8
(0.5)
1.6
(8.8)
1.1
–
47.0
(20.2)p
11.6p
129
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 5. Alternative Performance Measures continued
ii) Net asset value measures
2023
Net assets
Other intangibles
Fair value of fixed interest debt
Tax thereon
Deferred tax on revaluation surplus
Adjustment for short-term disposals
Fair value of financial instruments
Purchasers’ costs1
2023
2022
IFRS
NAV
£m
929.2
–
–
–
–
–
–
–
EPRA
NTA
£m
929.2
(2.9)
–
–
90.0
(6.6)
(4.3)
–
EPRA
NRV
£m
929.2
–
–
–
90.0
–
(4.3)
147.7
EPRA
NDV
£m
929.2
–
56.7
(3.3)
–
–
–
–
IFRS
NAV
£m
1,220.8
–
–
–
–
–
–
–
EPRA
NTA
£m
1,220.8
(2.8)
–
–
108.6
(8.6)
(8.5)
–
EPRA
NRV
£m
EPRA
NDV
£m
1,220.8
–
–
–
108.6
–
(8.5)
149.3
1,220.8
–
87.2
(6.4)
–
–
–
–
929.2
1,005.4
1,162.6
982.6
1,220.8
1,309.5
1,470.2
1,301.6
Per share
233.8p
253.0p
292.5p
247.2p
307.3p
329.6p
370.1p
327.7p
1 EPRA NTA and EPRA NDV reflect IFRS values which are net of purchasers’ costs. Purchasers’ costs are added back when calculating EPRA NRV.
6. Loss for the year
Loss for the year has been arrived at after charging/(crediting):
Auditor’s remuneration: Fees payable to the Company’s Auditor for:
Audit of the Parent Company and Group accounts
Audit of the Company’s subsidiaries pursuant to legislation
Depreciation of property, plant and equipment
Amortisation of intangible assets
Employee benefits expense
Foreign exchange loss
Provision against trade receivables
Notes
13
7
15
2023
£m
0.5
0.2
0.6
0.2
12.1
0.3
–
2022
£m
0.4
0.2
0.6
–
10.2
0.3
0.6
Other services provided to the Group by the Company’s Auditor consisted of the 2023 interim review of £76k (2022: £50k) and the
provision of access to a technical financial reporting database of £1k (2022: £1k).
7. Employee benefits expense
Wages and salaries
Social security costs
Pension costs – defined contribution plans
Performance incentive plan
Other employee-related expenses
2023
£m
2022
£m
7.6
1.4
0.3
1.2
1.6
7.3
0.8
0.3
0.8
1.0
12.1
10.2
The Directors are considered to be the only key management of the Group. Information on Directors’ emoluments, share options
and interests in the Company’s shares is given in the Remuneration Committee Report on pages 81 to 99.
The monthly average number of employees of the Group in continuing operations, including Executive Directors, was as follows:
Property
Number
50
48
98
2023
Hotel
Number
11
9
20
Total
Number
Property
Number
61
57
118
47
46
93
2022
Hotel
Number
9
7
16
Total
Number
56
53
109
Male
Female
130
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 8. Finance income
Interest income
Financial instruments carried at amortised cost
Movement in fair value of derivative financial instruments
9. Finance costs
Interest expense
Secured bank loans
Secured notes
Amortisation of loan issue costs
Total interest costs
Movement in fair value of derivative financial instruments
Total finance costs
10. Taxation
Corporation tax
Current year charge
Adjustments in respect of prior years
Deferred tax (see note 18)
Origination and reversal of temporary differences
Tax credit for the year
2023
£m
2022
£m
1.6
–
1.6
1.3
8.8
10.1
2023
£m
2022
£m
35.5
–
1.6
37.1
4.2
41.3
2023
£m
5.6
(1.9)
3.7
(17.3)
(17.3)
(13.6)
23.3
1.7
1.8
26.8
–
26.8
2022
£m
5.8
(0.5)
5.3
(5.4)
(5.4)
(0.1)
A deferred tax charge of £0.6 million (2022: charge of £0.4 million) was recognised directly in equity (note 18). The charge for the
year differs from the theoretical amount which would arise using the weighted average tax rate applicable to profits of Group
companies as follows:
Loss before tax
Expected tax credit at applicable tax rate
Expenses not deductible for tax purposes
Non-deductible loss from REIT
Deferred tax on losses not recognised
Adjustments in respect of prior years
Other
Tax credit for the year
2023
£m
(263.4)
(56.3)
0.3
42.9
3.7
(3.8)
(0.4)
(13.6)
2022
£m
(82.0)
(15.1)
1.0
13.4
1.2
(0.5)
(0.1)
(0.1)
The weighted average applicable tax rate of 21.4% (2022: 18.5%) was derived by applying to their relevant profits and losses the rates
in the jurisdictions in which the Group operated. The standard UK rate of corporation tax applied to profits is 25% (2022: 19%).
131
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 11. Property portfolio
Investment property
Property held as property, plant and equipment
Properties held for sale
Property portfolio at 31 December 2023
Investment property
Property held as property, plant and equipment
Properties held for sale
Property portfolio at 31 December 2022
12. Investment property
At 1 January 2023
Acquisitions
Capital expenditure
Disposals
Net revaluation movement
Lease incentive adjustments
Exchange rate variances
Transfer to properties held for sale
At 31 December 2023
At 1 January 2022
Acquisitions
Capital expenditure
Disposals
Net revaluation movement
Lease incentive adjustments
Exchange rate variances
Transfer to properties held for sale
At 31 December 2022
Notes
12
13
14
Notes
12
13
14
United
Kingdom
£m
836.3
36.3
47.3
919.9
United
Kingdom
£m
1,030.0
33.6
7.0
1,070.6
United
Kingdom
£m
1,030.0
–
37.2
(3.7)
(186.1)
(0.3)
–
(40.8)
836.3
United
Kingdom
£m
1,090.5
–
36.6
(11.5)
(79.5)
0.9
–
(7.0)
1,030.0
Germany
£m
France
£m
Total
£m
768.2
1.7
115.6
885.5
246.0
1.7
9.8
257.5
1,850.5
39.7
172.7
2,062.9
Germany
£m
France
£m
Total
£m
990.5
2.0
3.6
996.1
274.5
1.9
9.7
286.1
2,295.0
37.5
20.3
2,352.8
Germany
£m
France
£m
Total
investment
properties
£m
2,295.0
–
49.6
(10.3)
(302.2)
1.1
(26.0)
(156.7)
274.5
–
3.1
–
(25.5)
(0.2)
(5.7)
(0.2)
246.0
1,850.5
990.5
–
9.3
(6.6)
(90.6)
1.6
(20.3)
(115.7)
768.2
Germany
£m
France
£m
883.0
83.4
9.9
–
(41.6)
6.9
48.9
–
990.5
273.6
–
11.7
–
(15.4)
–
14.3
(9.7)
274.5
Total
investment
properties
£m
2,247.1
83.4
58.2
(11.5)
(136.5)
7.8
63.2
(16.7)
2,295.0
Investment properties included leasehold properties with a carrying amount of £65.1 million (2022: £77.7 million).
Interest capitalised within capital expenditure in the year amounted to £1.0 million (2022: £0.5 million).
132
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 12. Investment property continued
The property portfolio which comprises investment properties, properties held for sale (note 14), and hotel and other, detailed
in note 13, was revalued at 31 December 2023 to its fair value. Valuations were based on current prices in an active market for
all properties. The property valuations were carried out by independent external valuers as follows:
Cushman and Wakefield
Jones Lang LaSalle
Directors’ valuation
Investment
property
2023
£m
Other
property
2023
£m
Property
portfolio
2023
£m
Investment
property
2022
£m
Other
property
2022
£m
836.3
1,014.2
–
1,850.5
83.6
128.8
–
212.4
919.9
1,143.0
–
2,062.9
1,030.0
1,265.0
–
2,295.0
33.6
13.5
3.6
50.7
Property
portfolio
2022
£m
1,063.6
1,278.5
3.6
2,345.7
The total fees, including the fees for this assignment, earned by each of the valuers from the Group is less than 5% of their total
revenues in each jurisdiction.
Valuation process
The Group’s property portfolio was valued by independent external valuers on the basis of fair value using information provided
to them by the Group such as current rents, terms and conditions of lease agreements, service charges and capital expenditure.
This information is derived from the Group’s property management systems and is subject to the Group’s overall control environment.
The valuation reports are based on assumptions and valuation models used by the external valuers. The assumptions are typically
market related, such as yields and discount rates, and are based on professional judgement and market evidence of transactions
for similar properties on arm’s length terms. The valuations are prepared in accordance with RICS Valuation – Global standards.
Each Country Head, who reports to the Chief Executive Officer, verifies all major inputs to the external valuation reports, assesses
the individual property valuation changes from the prior year valuation report and holds discussions with the external valuers.
When the process is complete, the valuation report is recommended to the Audit Committee and the Board, which considers
it as part of its overall responsibilities.
Valuation techniques
The fair value of the property portfolio (excluding ongoing developments, see below) has been determined using the following
approaches in accordance with RICS Valuation – Global Standards:
United Kingdom an income capitalisation approach whereby contracted and market rental values are capitalised with a market
Germany
France
capitalisation rate
a 10 year discounted cash flow model with an assumed exit thereafter
both the market capitalisation approach and a 10 year discounted cash flow approach
The resulting valuations are cross-checked against the equivalent yields and the fair market values per square foot derived
from comparable recent market transactions on arm’s length terms. Other factors taken into account in the valuations include
the tenure of the property, tenancy details, and ground and structural conditions.
Ongoing developments are valued under the ‘residual method’ of valuation, which is the same method as the income capitalisation
approach to valuation described above, with a deduction for all costs necessary to complete the development, including a notional
finance cost, together with a further allowance for remaining risk. As the development approaches completion, the valuer may
consider the income capitalisation approach to be more appropriate.
All valuations have considered the environmental, social and governance credentials of the properties and the potential cost
of improving them to local regulatory standards along with the broader potential impact of climate change.
These techniques are consistent with the principles in IFRS 13 Fair Value Measurement and use significant unobservable inputs
such that the fair value measurement of each property within the portfolio has been classified as Level 3 in the fair value hierarchy.
There were no transfers between any of the Levels in the fair value hierarchy during either 2023 or 2022. The Group determines
whether transfers have occurred between levels in the fair value hierarchy by re-assessing categorisation at the end of each
reporting period.
Gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value
hierarchy amount to a loss of £302.7 million (2022: a loss of £136.5 million) and are presented in the income statement in the
line item ‘Net movements on revaluation of investment properties’. The revaluation gain for the property, plant and equipment
of £2.2 million (2022: gain of £1.9 million) was included within the revaluation reserve via other comprehensive income.
133
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 12. Investment property continued
All gains and losses recorded in profit or loss in 2023 and 2022 for recurring fair value measurements categorised within Level 3
of the fair value hierarchy are attributable to changes in unrealised gains or losses relating to investment property held at
31 December 2023 and 31 December 2022, respectively.
Quantitative information about investment property fair value measurement using unobservable inputs (Level 3)
ERV
Equivalent yield
UK
Germany
France
Average
Range
Average
2023
£ per sq. ft
2022
£ per sq. ft
2023
£ per sq. ft
2022
£ per sq. ft
34.76
14.40
21.96
34.01 10.00-56.05 10.00-58.09
14.10
9.93-29.70 10.14-25.27
21.69 12.99-43.53 13.26-41.38
2023
%
6.08
5.24
6.00
Range
2023
%
2.98-13.23
4.40-6.20
4.79-7.40
2022
%
2.94-9.61
3.30-5.90
4.05-6.75
2022
%
5.61
4.75
5.13
Sensitivity of measurement to variations in the significant unobservable inputs
All other factors remaining constant, an increase in estimated rental value ‘ERV’ would increase valuations, whilst an increase in
the equivalent yield would result in a fall in value, and vice versa. There are inter-relationships between these inputs as they are
partially determined by market conditions. An increase in the reversionary yield may accompany an increase in ERV and would
mitigate its impact on the fair value measurement.
A decrease in the equivalent yield by 25 basis points would result in an increase in the fair value of the Group’s investment
property by £84.8 million (2022: £138.5 million) whilst a 25 basis point increase would reduce the fair value by £85.4 million
(2022: £107.0 million). A decrease in the ERV by 5% would result in a decrease in the fair value of the Group’s investment property
by £79.0 million (2022: £86.8 million) whilst an increase in the ERV by 5% would result in an increase in the fair value of the
Group’s investment property by £70.7 million (2022: £106.5 million).
Where the Group leases out its investment property under operating leases the duration is typically three years or more.
No material variable contingent rents have been recognised in the current or prior year.
Sustainability, climate change, Net Zero Carbon Pathway and EPC compliance
In August 2021, the Group published its Sustainability Strategy which includes a pathway to achieve Net Zero Carbon (“NZC”)
emissions by 2030 (see pages 37 to 38). Our NZC Pathway is underpinned by individual property energy audits, undertaken by
technical experts, which identify energy and carbon saving opportunities. At today’s costs, the investment required to upgrade all
our assets to meet our SBTi-aligned NZC target amounts to an estimated £65 million over the 10-year period between 2021 and
2030, with over £15 million spent since 2021. We have integrated the energy audits into individual Asset Management Plans to
enable strategic decisions about the refurbishment, sale or full redevelopment of our assets to be made. Additional audits are
undertaken as and when required (e.g. when a property enters the portfolio) to ensure the robust delivery of the Pathway across
the Group’s portfolio. Progress against our NZC Pathway, including an update on, is detailed in our separate Sustainability Report.
The UK portfolio is already compliant with the 2023 Minimum Energy Efficiency Standard (MEES) requirements, whilst further
upgrades are scheduled to ensure our properties achieve the expected target of EPC B by 2030. In France, our Asset Management
Plans will ensure we meet the Décret Tertiaire requirements and although there are currently no minimum targets for existing
buildings in Germany, our NZC Pathway will see our alignment with the Carbon Risk Real Estate Monitor (“CRREM”) energy and
carbon intensity pathways, by 2030, across all three regions.
134
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 13. Property, plant and equipment
Cost or valuation
At 1 January 2022
Additions
Disposals
Reclassification to held for sale
Revaluation
Exchange rate variances
At 31 December 2022
Additions
Disposals
Reclassification to held for sale
Reclassification (to)/from fixtures and fittings
Revaluation
Exchange rate variances
At 31 December 2023
Comprising:
At cost
At valuation
Accumulated depreciation and impairment
At 1 January 2022
Depreciation charge
Disposals
Revaluation
At 31 December 2022
Depreciation charge
Disposals
Revaluation
At 31 December 2023
Net book value
At 31 December 2023
At 31 December 2022
Hotel
£m
Land and
buildings
£m
Owner-
occupied
property
£m
Fixtures
and fittings
£m
25.0
–
–
–
1.7
–
26.7
0.5
–
–
(0.2)
3.2
–
30.2
–
30.2
30.2
–
(0.1)
–
0.1
–
(0.1)
–
0.1
–
30.2
26.7
3.2
–
–
(3.6)
0.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
11.0
0.1
–
–
(0.4)
0.1
10.8
–
–
–
–
(1.2)
(0.1)
9.5
–
9.5
9.5
–
(0.1)
–
0.1
–
(0.1)
–
0.1
–
9.5
10.8
3.2
0.3
(0.1)
–
–
0.1
3.5
0.3
–
–
0.2
–
(0.1)
3.9
3.9
–
3.9
(1.1)
(0.4)
0.1
–
(1.4)
(0.4)
–
–
(1.8)
2.1
2.1
Total
£m
42.4
0.4
(0.1)
(3.6)
1.7
0.2
41.0
0.8
–
–
–
2.0
(0.2)
43.6
3.9
39.7
43.6
(1.1)
(0.6)
0.1
0.2
(1.4)
(0.6)
–
0.2
(1.8)
41.8
39.6
135
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 13. Property, plant and equipment continued
Valuation techniques
The fair value of the hotel and owner-occupied property has been determined using the following approach in accordance
with International Valuation Standards:
Hotel
a 10 year discounted cash flow model with an assumed exit thereafter. The projected EBITDA in
the 11th year is capitalised at a market yield before being brought back to present day values.
Owner –
occupied property
an income capitalisation approach whereby contracted and market rental values are capitalised with a
market capitalisation rate
This technique is consistent with the principles in IFRS 13 Fair Value Measurement and uses significant unobservable inputs
such that the fair value measurement of the hotel within the portfolio has been classified as Level 3 in the fair value hierarchy.
Sensitivity of measurement to variations in the significant unobservable inputs
All other factors remaining constant, an increase in EBITDA would increase the valuation, whilst an increase in exit capitalised
yield would result in a fall in value, and vice versa. A decrease in the exit capitalisation yield by 100 basis points would result in
an increase in the fair value of the hotel by £5.5 million, whilst a 100 basis point increase would reduce the fair value by
£4.0 million. A decrease in EBITDA by 5% would result in a decrease in the fair value of the hotel by £1.5 million whilst an increase
in the EBITDA by 5% would result in an increase in the fair value of the hotel by £1.5 million.
14. Assets held for sale
At 1 January
Disposals
Transfer from investment property
Transfer from property,
plant and equipment
Revaluation
Exchange rate variances
At 31 December
2023
2022
UK
£m
Germany
£m
France
£m
7.0
–
40.8
–
(0.5)
–
47.3
3.6
(3.6)
115.6
–
–
–
115.6
9.7
–
0.3
–
–
(0.2)
9.8
Total
£m
20.3
(3.6)
156.7
–
(0.5)
(0.2)
172.7
UK
£m
Germany
£m
France
£m
37.3
(37.3)
7.0
–
–
–
7.0
–
–
–
3.6
–
–
3.6
6.9
(6.9)
9.7
–
–
–
9.7
Total
£m
44.2
(44.2)
16.7
3.6
–
–
20.3
The balance above comprises 6 properties (2022: 3 properties) that at the year end were being marketed for sale and are expected
to be disposed of within 12 months via an open market process. The properties are situated in the UK, Germany and France.
The directors expect that the sale proceeds achieved to be similar to their carrying amounts.
15. Trade and other receivables
2023
£m
2022
£m
8.8
4.4
1.4
2.1
5.3
4.9
2.7
2.9
16.7
15.8
Current
Trade receivables
Other receivables
Prepayments
Accrued income
136
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 15. Trade and other receivables continued
Trade receivables are shown after deducting a provision of £1.9 million (2022: £2.8 million) which is calculated as an expected
credit loss. The movements in this provision were as follows:
At 1 January
Debt write-offs
Charge to the income statement
At 31 December
2023
£m
2022
£m
2.8
(0.9)
–
1.9
2.4
(0.2)
0.6
2.8
The Group uses a provision matrix to calculate the expected credit loss for trade receivables. The provision rates are based
on the Group’s historical observed aging of debt and the probability of default. At every reporting date, the provision rates are
updated to incorporate the previous 12 months data and forward-looking information such as actual and potential impacts of
political and economic uncertainty, if applicable. In addition, on a tenant-by-tenant basis, the Group takes into account any recent
payment behaviours and future expectations of likely default events. Specific provisions are made in excess of the expected credit
loss where information is available to suggest a higher provision is required, for example individual customer credit ratings, actual
or expected insolvency filings or company voluntary arrangements, likely deferrals of payments due, agreed rent concessions and
market expectations and trends in the wider macro-economic environment in which our customers operate. An additional review
of tenant debtors was undertaken to assess recoverability in light of the political and economic uncertainty.
The Directors consider that the carrying amount of trade and other receivables is approximate to their fair value. There is no
concentration of credit risk with respect to trade receivables as the Group has a large number of customers who are paying
their rent in advance. Further details about the Group’s credit risk management practices are disclosed in note 21.
16. Cash and cash equivalents
Cash at bank
2023
£m
70.6
2022
£m
113.9
At 31 December 2023, cash at bank included £26.1 million (2022: £15.8 million) which was restricted by a third-party charge.
£10.7 million of the restricted cash related to tenant deposits (2022: £10.3 million).
17. Trade and other payables
Current
Trade payables
Social security and other taxes
Tenant deposits
Other payables
Deferred income
Accruals
2023
£m
2022
£m
4.1
2.2
10.7
5.7
20.5
25.4
68.6
4.6
2.1
10.3
4.2
13.0
24.4
58.6
137
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 18. Deferred tax
At 1 January 2022
(Credited)/charged
to income statement
to OCI1
Exchange rate variances
At 31 December 2022
Charged/(credited)
to income statement
to OCI1
Exchange rate variances
At 31 December 2023
1 Other Comprehensive Income.
Liabilities
Assets
UK capital
allowances
£m
Fair value
adjustments
to properties
£m
0.3
107.8
–
–
–
0.3
0.4
–
–
0.7
(4.9)
0.4
5.3
108.6
(17.0)
0.6
(2.3)
89.9
Other
£m
1.8
(0.2)
–
–
1.6
(0.1)
–
–
1.5
Total
£m
109.9
(5.1)
0.4
5.3
110.5
(16.7)
0.6
(2.3)
92.1
UK capital
allowances
£m
Losses
£m
–
–
–
–
–
–
–
–
–
(2.4)
(0.3)
–
0.1
(2.6)
(0.7)
–
–
(3.3)
Total
deferred
tax
£m
107.3
(5.4)
0.4
5.4
107.7
(17.3)
0.6
(2.3)
88.7
Total
£m
(2.6)
(0.3)
–
0.1
(2.8)
(0.6)
–
–
(3.4)
Other
£m
(0.2)
–
–
–
(0.2)
0.1
–
–
(0.1)
Deferred tax has been calculated based on local rates applicable under local legislation substantively enacted at the balance sheet date.
Deferred tax assets are recognised in respect of tax losses carried forward to the extent that the realisation of the related tax
benefit through future taxable profits is probable. At 31 December 2023 the Group offset tax losses valued at the applicable local
tax rate of £12.8 million (2022: £9.8 million) against the deferred tax liability arising on the fair value adjustments to properties.
At 31 December 2023 the Group did not recognise deferred tax assets of £13.2 million (2022: £8.0 million) in respect of losses
amounting to £76.1 million (2022: £45.6 million) which may be carried forward and utilised against future taxable income or gains.
There is no expiry period for the carried forward tax losses.
19. Borrowings
At 31 December 2023
At 31 December 2022
Current
£m
Non-current
£m
Total
borrowings
£m
Current
£m
Non-current
£m
Total
borrowings
£m
Secured bank loans
193.9
876.7
1,070.6
173.4
932.5
1,105.9
Issue costs of £5.0 million (2022: £5.3 million) have been offset in arriving at the balances in the above tables.
Secured bank loans
Interest on bank loans is charged at fixed rates ranging between 0.8% and 5.1% including margin (2022: 0.8% and 4.4%) and
at floating rates of typically SONIA or EURIBOR plus a margin. Floating rate margins range between 1.1% and 2.8% (2022: 1.1%
and 2.2%). The bank loans are secured by legal charges over £1,988.8 million (2022: £2,247.6 million) of the Group’s properties,
and in most cases a floating charge over the remainder of the assets held in the company which owns the property. In addition,
the share capital of some of the subsidiaries within the Group has been charged.
138
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 19. Borrowings continued
Secured green loans
The Group’s debt portfolio includes two sustainability linked loans;
• £150.7m maturing in 2032
• £59.4m maturing in 2033
These loans have a basis point margin incentive for meeting annual sustainability targets which align with our Net Zero Carbon
Pathway for the properties which are securing them. The targets have been independently verified to be aligned with the Loan
Market Association (LMA) Sustainability-Linked loan principles. The targets set for any given year are based on actual ESG
data/milestones achieved in the prior year. Each of the 2023 targets (tested on 31 December 2022 actual results) have been
met resulting in lower interest rates being applied to these loans. The reduction in interest rate margin is not considered to
be a substantial modification of the loan terms.
Capitalised interest
Interest capitalised within investment property capital expenditure during the year was £1.0 million (2022: £0.5 million)
at an average rate of 4.26% (2022: 3.22%).
The Group has complied with all externally imposed capital requirements to which it was subject.
The maturity profile of the carrying amount of the Group’s borrowings was as follows:
At 31 December 2023
Maturing in:
Within one year or on demand
One to two years
Two to five years
More than five years
Unamortised issue costs
Borrowings
Due within one year
Due after one year
Secured
bank loans
£m
195.4
327.0
331.0
222.2
1,075.6
(5.0)
1,070.6
(193.9)
876.7
At the year ended 31 December 2022 £175.1 million of borrowings were due for repayment within one year and £350.1 million, was
due within one to two years including unamortised issue costs. During 2023, CLS refinanced £330.6 million of which £129.1 million
was classified as new loans.
At 31 December 2022
Maturing in:
Within one year or on demand
One to two years
Two to five years
More than five years
Unamortised issue costs
Borrowings
Due within one year
Due after one year
Secured
bank loans
£m
175.1
350.1
314.4
271.6
1,111.2
(5.3)
1,105.9
(173.4)
932.5
139
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 19. Borrowings continued
The carrying amounts of the Group’s borrowings are denominated in the following currencies:
At 31 December 2023
At 31 December 2022
Total
£m
Sterling
£m
Fixed rate financial liabilities
Floating rate financial liabilities – swaps
Total fixed rate
Floating rate financial liabilities – capped
Floating rate financial liabilities
Total floating rate
Unamortised issue costs
Borrowings
Sterling
£m
238.9
115.3
354.2
–
159.9
159.9
514.1
(3.3)
510.8
Euro
£m
462.4
–
462.4
40.6
58.5
99.1
561.5
(1.7)
701.3
115.3
816.6
40.6
218.4
259.0
1,075.6
(5.0)
559.8
1,070.6
241.3
117.4
358.7
–
162.2
162.2
520.9
(3.5)
517.4
Euro
£m
445.8
–
445.8
42.6
101.9
144.5
590.3
(1.8)
588.5
Total
£m
687.1
117.4
804.5
42.6
264.1
306.7
1,111.2
(5.3)
1,105.9
Of the Group’s total borrowings, 76% (2022: 72%) are considered fixed rate borrowings.
At 31 December 2023, the Group had interest rate swap agreements in place with an aggregate notional amount of £115.3 million
(2022: £117.4 million) whereby the Group pays an average fixed rate of interest of 1.89% and receives interest at a daily variable
rate. The swap is being used to hedge the exposure to changes in the variable rate of sterling denominated loans.
The interest rate risk profile of the Group’s borrowings was as follows:
At 31 December 2023
Fixed rate financial liabilities
Floating rate financial liabilities – swaps
Floating rate financial liabilities – capped
Floating rate financial liabilities
Gross borrowings
At 31 December 2022
Fixed rate financial liabilities
Floating rate financial liabilities – swaps
Floating rate financial liabilities – capped
Floating rate financial liabilities
Gross borrowings
Weighted average interest rate1
Weighted average life
Sterling
%
Euro
%
Total
%
Sterling
Years
Euro
Years
Total
Years
2.7
4.7
3.3
–
7.1
7.1
4.5
2.5
–
2.5
2.6
5.2
4.2
2.8
2.5
4.7
2.8
2.6
6.6
6.0
3.6
7.4
4.7
5.3
–
1.6
1.6
4.1
2.8
–
2.8
3.8
2.9
3.3
2.9
4.4
1.0
3.9
3.8
1.9
2.2
3.5
Weighted average interest rate1
Weighted average life
Sterling
%
Euro
%
Total
%
Sterling
Years
Euro
Years
Total
Years
2.7
3.2
2.9
–
4.8
4.8
3.5
1.6
–
1.6
2.5
3.5
3.2
2.0
2.0
3.2
2.2
2.5
4.3
4.1
2.7
8.4
1.4
6.1
–
1.4
1.4
4.6
3.0
–
3.0
4.8
2.5
3.1
3.0
4.9
1.4
4.4
4.8
1.8
2.2
3.8
1 The weighted average interest rate are based on the nominal value of the debt facilities.
140
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 19. Borrowings continued
The carrying amounts and fair values of the Group’s borrowings are as follows:
Current borrowings
Non-current borrowings
Carrying amounts
Fair values
2023
£m
193.9
876.7
2022
£m
173.4
932.5
2023
£m
193.9
820.0
2022
£m
173.4
845.3
1,070.6
1,105.9
1,013.9
1,018.7
The valuation methods used to measure the fair values of the Group’s fixed rate borrowings were derived from inputs which were
either observable as prices or derived from prices taken from Bloomberg (Level 2).
The Group had the following undrawn committed facilities available at 31 December:
Floating rate:
– expiring within one year
– expiring after one year1
2023
£m
–
50.0
50.0
2022
£m
30.0
–
30.0
1 £30 million of this facility is secured on selected UK properties.
In addition to the above committed facility, the Group has £nil of uncommitted facilities available (2022: £20 million).
Contractual undiscounted cash outflows
The tables below show the contractual undiscounted cash outflows arising from the Group’s gross debt.
At 31 December 2023
Secured bank loans
Interest payments on borrowings1
Effect of interest rate swaps
Effect of interest rate caps
Gross loan commitments
At 31 December 2022
Secured bank loans
Interest payments on borrowings1
Effect of interest rate swaps
Gross loan commitments
Less than
1 year
£m
195.3
39.4
(2.8)
(0.8)
1 to 2
years
£m
327.0
32.8
(0.6)
(0.4)
231.1
358.8
Less than
1 year
£m
1 to 2
years
£m
175.1
350.1
35.3
(3.9)
26.5
(2.6)
2 to 3
years
£m
75.5
14.9
–
(0.3)
90.1
2 to 3
years
£m
121.6
14.3
–
206.5
374.0
135.9
3 to 4
years
£m
135.7
12.3
–
(0.1)
4 to 5
years
£m
119.8
8.2
–
–
Over
5 years
£m
Total
£m
222.2
1,075.5
17.6
125.2
–
–
(3.4)
(1.6)
147.9
128.0
239.8
1,195.8
3 to 4
years
£m
54.9
11.3
–
66.2
4 to 5
years
£m
137.9
9.4
–
Over
5 years
£m
271.6
25.2
–
Total
£m
1,111.2
122.1
(6.5)
147.3
296.8
1,226.7
1 Interest payments on borrowings are calculated without taking into account future events. Floating rate interest is estimated using a future interest rate curve
as at 31 December.
141
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 20. Derivative financial instruments
Non-current:
Interest rate caps and swaps
Current:
Forward foreign exchange contracts
2023
Assets
£m
2023
Liabilities
£m
2022
Assets
£m
2022
Liabilities
£m
3.6
0.7
4.3
–
–
–
8.5
–
8.5
–
–
–
The valuation methods used to measure the fair value of all derivative financial instruments were derived from inputs which were
either observable as prices or derived from prices (Level 2).
There were no derivative financial instruments accounted for as hedging instruments.
Interest rate caps
The aggregate notional principal of interest rate caps at 31 December 2023 was £40.8 million (2022: £42.7 million). The average
period to maturity of these interest rate caps was 2.7 years (2022: 3.7 years).
Interest rate swaps
The aggregate notional principal of interest rate swap contracts at 31 December 2023 was £115.3 million (2022: £117.4 million).
The average period to maturity of these interest rate swaps was 0.9 years (2022: 1.4 years).
Forward foreign exchange contracts
The Group uses forward foreign exchange contracts from time to time to add certainty to, and to minimise the impact of foreign
exchange movements on, committed cash flows. At 31 December 2023 and 31 December 2022 the Group had no outstanding
foreign exchange contracts.
Derivative financial instruments cash flows
The following table provides an analysis of the anticipated contractual cash flows for the derivative financial instruments using
undiscounted cash flows. These amounts represent the gross cash flows of the derivative financial instruments and are settled
as either a net payment or receipt.
2023
Assets
£m
2023
Liabilities
£m
2022
Assets
£m
2022
Liabilities
£m
3.8
1.0
0.3
0.1
–
–
5.2
–
–
–
–
–
–
–
4.3
3.5
0.8
0.6
0.1
–
9.3
–
–
–
–
–
–
–
Maturing in:
Less than 1 year
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
Over 5 years
142
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 21. Financial instruments
Categories of financial instruments
Financial assets of the Group comprise: interest rate caps; foreign currency forward contracts; financial assets at fair value through
other comprehensive income or fair value through profit and loss; trade and other receivables; and cash and cash equivalents.
Financial liabilities of the Group comprise: interest rate swaps; forward foreign currency contracts; bank loans; secured notes;
and trade and other payables.
The fair values of financial assets and liabilities are determined as follows:
(a) Interest rate swaps and caps are measured at the present value of future cash flows based on applicable yield curves derived
from quoted interest rates;
(b) Foreign currency options and forward contracts are measured using quoted forward exchange rates and yield curves derived
from quoted interest rates matching maturities of the contracts;
(c) The fair values of non-derivative financial assets and liabilities with standard terms and conditions and traded on active liquid
markets are determined with reference to quoted market prices. Financial assets in this category include financial assets at
fair value through other comprehensive income or fair value through profit and loss such as equity investments;
(d) In more illiquid conditions, non-derivative financial assets are valued using multiple quotes obtained from market makers
and from pricing specialists. Where the spread of prices is tightly clustered the consensus price is deemed to be fair value.
Where prices become more dispersed or there is a lack of available quoted data, further procedures are undertaken such
as evidence from the last non-forced trade; and
(e) The fair values of other non-derivative financial assets and financial liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow analysis, using prices from observable current market transactions
and dealer quotes for similar instruments.
Except for fixed rate loans, the carrying amounts of financial assets and liabilities recorded at amortised cost approximate to their
fair value.
Capital risk management
The Group manages its capital to ensure that entities within the Group will be able to continue as going concerns while maximising
the return to stakeholders through the optimisation of debt and equity balances. The capital structure of the Group consists of debt,
cash and cash equivalents and equity attributable to the owners of the parent, comprising issued capital, reserves and retained
earnings. Management perform “stress tests” of the Group’s business model to ensure that the Group’s objectives can be met and
these objectives were met during 2023 and 2022.
The Directors review the capital structure on a quarterly basis to ensure that key strategic goals are being achieved. As part of this
review they consider the cost of capital and the risks associated with each class of capital.
The gearing ratio at the year end was as follows:
Debt
Liquid resources
Net debt (A)
Equity (B)
Net debt to equity ratio (A/B)
Notes
19
16
2023
£m
1,075.6
(70.6)
1,005.0
2022
£m
1,111.2
(113.9)
997.3
929.2
1,220.8
108.2%
81.7%
Debt is defined as long-term and short-term borrowings before unamortised issue costs as detailed in note 19. Liquid resources
are cash and short-term deposits. Equity includes all capital and reserves of the Group attributable to the owners of the Company.
143
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 21. Financial instruments continued
Externally imposed capital requirement
The Group was subject to externally imposed capital requirements to the extent that debt covenants may require Group companies
to maintain ratios such as debt to equity (or similar) below certain levels.
Risk management objectives
The Group’s activities expose it to a variety of financial risks, which can be grouped as:
• market risk;
• credit risk; and
• liquidity risk.
The Group’s overall risk management approach seeks to minimise potential adverse effects on the Group’s financial performance
whilst maintaining flexibility.
Risk management is carried out by the Group’s treasury department in close co-operation with the Group’s operating units and
with guidance from the Board of Directors. The Board regularly assesses and reviews the financial risks and exposures of
the Group.
(a) Market risk
The Group’s activities expose it primarily to the financial risks of changes in interest rates and foreign currency exchange rates,
and to a lesser extent other price risk such as inflation. The Group enters into a variety of derivative financial instruments to
manage its exposure to interest rate and foreign currency risk and also uses natural hedging strategies such as matching the
duration, interest payments and currency of assets and liabilities. There has been no change to the Group’s exposure to market
risks or the manner in which these risks are managed and measured.
(I) Interest rate risk
The Group’s most significant interest rate risk arises from its long-term variable rate borrowings. Interest rate risk is regularly
monitored by the treasury department and by the Board on both a country and a Group basis. The Board’s policy is to mitigate
variable interest rate exposure whilst maintaining the flexibility to borrow at the best rates and with consideration to potential
penalties on termination of fixed rate loans. To manage its exposure the Group uses interest rate swaps, interest rate caps and
natural hedging from cash held on deposit.
In assessing risk, a range of scenarios is taken into consideration such as refinancing, renewal of existing positions, and alternative
financing and hedging. Under these scenarios, the Group calculates the impact on the income statement for a defined movement in
the underlying interest rate. The impact of a reasonably likely movement in interest rates, based on historic trends, is set out below:
Scenario
Cash +50 basis points
Variable borrowings (including swaps and caps) +50 basis points
Cash -50 basis points
Variable borrowings (including swaps and caps) -50 basis points
2023
Income
statement &
equity
£m
0.4
(2.6)
(0.4)
1.3
2022
Income
statement
& equity
£m
0.6
(0.9)
(0.6)
1.5
An increase or decrease of 100 basis points on the cash balance would result in a gain/(loss) of £0.7 million/(£0.7 million) from cash
and cash equivalents. An increase of 100 basis points on variable borrowings would result in a loss of £1.3 million and a decrease
of 100 basis points on variable borrowings would result in a gain of £2.6 million.
(II) Foreign exchange risk
The Group does not have any regular transactional foreign exchange exposure. However, it has operations in Europe which transact
business denominated in Euros and, to a minimal extent, in Swedish krona. Consequently, there is currency exposure caused by
translating into Sterling the local trading performance and net assets for each financial period and balance sheet, respectively.
The policy of the Group is to match the currency of investments with the related borrowing, which reduces foreign exchange risk
on property investments. A portion of the remaining operations, equating to the net assets of the foreign property operations, is
not hedged except in exceptional circumstances. Where foreign exchange risk arises from future commercial transactions, the
Group will hedge the future committed commercial transaction using foreign exchange swaps or forward foreign exchange contracts.
144
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 21. Financial instruments continued
The Group’s principal currency exposure is in respect of the Euro. If the value of Sterling were to increase or decrease in strength
the Group’s net assets and profit for the year would be affected. The impact of a reasonably likely movement in exchange rates
is set out below:
Scenario
1% increase in value of Sterling against the Euro
1% fall in value of Sterling against the Euro
2023
Net
assets
£m
(5.1)
5.2
2023
Profit
before tax
£m
0.9
(0.9)
2022
Net
assets
£m
(6.0)
6.1
2022
Profit
before tax
£m
0.3
(0.3)
A 10% increase in the value of the Sterling against the Euro would result in a decrease in net assets of £47.1 million and reduction
of profit before tax of £8.1 million. A 10% decrease in the value of the Sterling against the Euro would result in an increase in net
assets of £57.5 million and an increase of profit before tax of £9.9 million. The sensitivity disclosed related to the foreign operations,
as the sensitivity related to financial instruments is not considered significant.
(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
Credit risk arises from the ability of customers to meet outstanding receivables and future lease commitments, and from financial
institutions with which the Group places cash and cash equivalents, and enters into derivative financial instruments. The maximum
exposure to credit risk is partly represented by the carrying amounts of the financial assets which are carried in the balance sheet,
including derivatives with positive fair values.
For credit exposure other than to occupiers, the Directors believe that counterparty risk is minimised to the fullest extent possible
as the Group has policies which limit the amount of credit exposure to any individual financial institution.
The Group has policies in place to ensure that rental contracts are made with customers with an appropriate credit history.
Credit risk to customers is assessed by a process of internal and external credit review, and is reduced by obtaining bank
guarantees from the customer or its parent, and cash rental deposits. At 31 December 2023, the Group held £10.7 million in
rent deposits (2022: £10.3 million) against £8.8 million of trade receivables (2022: £5.3 million). The overall credit risk in relation
to customers is monitored on an ongoing basis. Moreover, a significant proportion of the Group portfolio is let to Government
occupiers which can be considered financially secure.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial
institutions, only independently rated parties with a minimum rating of investment grade are accepted.
At 31 December 2023 the Group held £4.3 million (2022: £8.5 million) of financial assets at fair value through profit and loss.
Management considers the credit risk associated with individual transactions and monitors the risk on a continuing basis.
Information is gathered from external credit rating agencies and other market sources to allow management to react to any
perceived change in the underlying credit risk of the instruments in which the Group invests. This allows the Group to minimise
its credit exposure to such items and at the same time to maximise returns for shareholders.
(c) Liquidity risk
Liquidity risk management requires maintaining sufficient cash, other liquid assets and the availability of funding to meet short,
medium and long-term requirements. The Group maintains adequate levels of liquid assets to fund operations and to allow
the Group to react quickly to potential risks and opportunities. Management monitors rolling forecasts of the Group’s liquidity
on the basis of expected cash flows so that future requirements can be managed effectively.
The majority of the Group’s debt is arranged on an asset-specific, non-recourse basis (mortgage type loans in SPVs). This allows
the Group a higher degree of flexibility in dealing with potential covenant defaults than if the debt was arranged under a Group-
wide borrowing facility. Portfolio loans secured by multiple properties are also used when circumstances require it or to obtain
better conditions.
Banking covenants vary according to each loan agreement, but typically include loan-to-value and income related covenants.
In addition, the Group has two “green” loans, each of which have a 10-basis point incentive for achieving certain sustainability
targets. The Group targets a loan-to-value in the range of 35% to 45%. Balance sheet loan-to-value at 31 December 2023 was
48.5% (2022: 42.2%).
Loan covenant compliance is closely monitored by the treasury department. Potential covenant breaches can ordinarily be
avoided by placing additional security or a cash deposit with the lender, or by partial repayment to cure an event of default.
The Group’s loan facilities and other borrowings are spread across a range of 24 banks and financial institutions so as to
minimise any potential concentration of risk.
145
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 22. Financial assets and liabilities
Financial assets:
Cash and cash equivalents
Derivative financial assets
Other assets – current1
Financial liabilities:
Secured bank loans
Other liabilities – current2
At 31 December 2023
Financial assets:
Cash and cash equivalents
Derivative financial assets
Other assets – current1
Financial liabilities:
Secured bank loans
Other liabilities – current2
At 31 December 2022
Fair value
through profit
and loss
£m
Amortised
cost
£m
Total
carrying
value
£m
–
4.3
–
4.3
–
–
–
70.6
–
15.3
85.9
70.6
4.3
15.3
90.2
(1,070.6)
(45.9)
(1,070.6)
(45.9)
(1,116.5)
(1,116.5)
4.3
(1,030.6)
(1,026.3)
Fair value
through profit
and loss
£m
Amortised
cost
£m
Total
carrying
value
£m
–
8.5
–
8.5
–
–
–
113.9
–
13.0
126.9
113.9
8.5
13.0
135.4
(1,105.9)
(43.3)
(1,105.9)
(43.3)
(1,149.2)
(1,149.2)
8.5
(1,022.3)
(1,013.8)
1 Other assets included all amounts shown as trade and other receivables in note 15 except prepayments of £1.4 million (2022: £2.7 million). All current amounts are
non-interest bearing and receivable within one year.
2 Other liabilities included all amounts shown as trade and other payables in note 17 except deferred income and sales and social security taxes of £22.7 million
(2022: £15.1 million). All amounts are non-interest bearing and are due within one year.
Reconciliation of net financial assets and liabilities to borrowings and derivative financial instruments
2023
£m
1,026.3
15.3
(45.9)
70.6
2022
£m
1,013.8
13.0
(43.3)
113.9
1,066.3
1,097.4
Number of shares authorised, issued and fully paid
Ordinary
shares in
circulation
Treasury
shares
Total
ordinary
shares
Ordinary
shares in
circulation
£m
Treasury
shares
£m
Total
ordinary
shares
£m
397,210,866
199,402
41,566,914
(199,402)
438,777,780
–
397,410,268
41,367,512
438,777,780
9.9
–
9.9
1.1
–
1.1
11.0
–
11.0
Net financial assets and liabilities:
Other assets – current
Other liabilities – current
Cash and cash equivalents
Borrowings and derivative financial instruments
23. Share capital
At 1 January 2023
Issue of shares
At 31 December 2023
146
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 23. Share capital continued
At 1 January 2022
Purchase of own shares (market purchase)
At 31 December 2022
Number of shares authorised, issued and fully paid
Ordinary
shares in
circulation
Treasury
shares
Total
ordinary
shares
Ordinary
shares in
circulation
£m
Treasury
shares
£m
Total
ordinary
shares
£m
407,395,760
(10,184,894)
31,382,020
10,184,894
438,777,780
–
397,210,866
41,566,914
438,777,780
10.2
(0.3)
9.9
0.8
0.3
1.1
11.0
–
11.0
The Board is authorised, by shareholder resolution, to allot shares or grant such subscription rights (as are contemplated by
sections 551(1) (a) and (b) respectively of the Companies Act 2006) up to a maximum aggregate nominal value of £3,311,752
representing one-third of the issued share capital of the Company excluding treasury shares.
24. Earnings per share
The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares
in issue during the year.
Weighted average number of ordinary shares in circulation
Number of ordinary shares in circulation
2023
Number
2022
Number
397,330,507
404,410,051
397,410,268
397,210,866
For diluted earnings per share, the weighted average number of ordinary shares in issues is adjusted to assume conversion of
all dilutive potential ordinary shares. The diluted earnings per share does not assume conversion of potential ordinary shares
that would have an antidilutive effect on earnings per share. The diluted loss per share for the period to 31 December 2023
was restricted to a loss of £62.9p per share, as the loss per share cannot be reduced by dilution in accordance with IAS 33,
Earnings Per Share.
The Group has three types of dilutive potential ordinary shares, being: unvested shares granted under the Long Term Incentive
Plan for executive directors and senior management; unvested shares granted under the Element B plan for executive directors
and senior management; and unvested shares granted under the Special Share Award plan to key management. The issue of all
these unvested shares in contingent upon satisfying specified conditions such as length of service and company performance.
Employee share plan
Element B/Special Award
LTIP
Total potential dilutive shares
25. Dividend
Current year
2023 final dividend1
2023 interim dividend
Distribution of current year profit
Prior year
2022 final dividend
2022 interim dividend
Distribution of prior year profit
2021 final dividend
Payment
date
2 May 2024
3 October 2023
2 May 2023
3 October 2022
29 April 2022
Dividends as reported in the Group statement of changes in equity
1 Subject to shareholder approval at the AGM on 25 April 2024. Total cost of proposed dividend is £21.3m.
2023
Number
2022
Number
820,246
2,880,054
520,901
1,674,113
3,700,300
2,195,014
Dividend
per share
p
2023
£m
2022
£m
5.35
2.60
7.95
5.35
2.60
7.95
5.35
–
10.3
10.3
21.3
–
21.3
–
31.6
–
–
–
–
10.6
10.6
21.8
32.4
147
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 26. Other reserves
At 1 January 2023
Exchange rate variances
Property, plant and equipment:
– net fair value gains in the year
– deferred tax thereon
– reserve transfer on disposal of PPE
Share-based payment credit
At 31 December 2023
Capital
redemption
reserve
£m
Cumulative
translation
reserve
£m
Fair value
reserve
£m
Share-based
payment
reserve
£m
Notes
13
18
22.7
–
59.7
(12.3)
–
–
–
–
–
–
–
–
22.7
47.4
3.0
–
2.2
(0.6)
1.5
–
6.1
1.9
–
–
–
–
0.5
2.4
Capital
redemption
reserve
£m
Cumulative
translation
reserve
£m
Fair value
reserve
£m
Share-based
payment
reserve
£m
Notes
At 1 January 2022
Exchange rate variances
Property, plant and equipment:
– net fair value gains in the year
– deferred tax thereon
– reclassification of student accommodation
13
18
Share-based payment credit
At 31 December 2022
22.7
–
31.2
28.5
–
–
–
–
–
–
–
–
22.7
59.7
5.0
–
1.9
(0.4)
(3.5)
–
3.0
1.7
–
–
–
–
0.2
1.9
Other
reserves
£m
28.1
–
–
–
–
–
Total
£m
115.4
(12.3)
2.2
(0.6)
1.5
0.5
28.1
106.7
Other
reserves
£m
28.1
–
–
–
–
–
Total
£m
88.7
28.5
1.9
(0.4)
(3.5)
0.2
28.1
115.4
The capital redemption reserve comprises of the nominal value of the Company’s own shares acquired as a result of share
buyback programmes.
The cumulative translation reserve comprises the aggregate effect of translating net assets of overseas subsidiaries into Sterling
since acquisition.
The fair value reserve comprises the aggregate movement in the value of financial assets classified as fair value through
comprehensive income, owner-occupied property and hotel since acquisition, net of deferred tax.
The amount classified as other reserves was created prior to listing in 1994 on a Group reconstruction and is considered
to be non-distributable.
Share options exercised in each respective year have been settled using the treasury shares of the Group. The reduction in the
treasury share equity component is equal to the cost incurred to acquire the shares, on a weighted average basis. Any excess of
the cash received from employees over the reduction in treasury shares is recorded in share premium. In 2023 there were 199,402
treasury shares transferred to the EBT (2022: 10,184,894) to satisfy future awards under employee share plans. At 31 December
2023, the Group held 41,367,512 ordinary shares (2022: 41,566,914) with a market value of £1.1 million (2022: £1.1 million) in
treasury. The Company’s voting rights and dividends in respect of the treasury shares, including those own shares which the EBT
holds, continue to be waived.
27. Notes to the cash flow
Cash generated from operations
Operating loss
Adjustments for:
Net movements on revaluation of investment properties
Net movements on revaluation of equity investments
Depreciation and amortisation
Profit on sale of investment property
Lease incentive debtor adjustments
Share-based payment charge
Changes in working capital:
(Increase)/decrease in receivables
Increase/(decrease) in payables
Cash generated from operations
148
2023
£m
(223.4)
302.7
1.3
0.8
(1.4)
(1.1)
0.5
(0.9)
4.7
83.2
2022
£m
(63.9)
136.5
3.8
0.6
(0.5)
(7.8)
0.2
2.3
(0.7)
70.5
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 27. Notes to the cash flow continued
Non-cash movements
2023
Changes in liabilities arising from financing activities
Notes
1 January
2023
£m
Financing
cash flows
£m
Amortisation
of loan
issue costs
£m
Fair value
adjustments
£m
New leases
£m
Foreign
exchange
£m
31 December
2023
£m
Borrowings
Interest rate swaps
Interest rate caps
Lease liabilities
19
20
20
1,105.9
(5.6)
(2.9)
3.6
1,101.0
(24.6)
–
–
–
(24.6)
1.6
–
–
–
1.6
–
3.1
1.1
–
4.2
–
–
–
–
–
(12.3)
–
–
(0.1)
1,070.6
(2.5)
(1.8)
3.5
(12.4)
1,069.8
Non-cash movements
2022
Changes in liabilities arising from financing activities
Notes
1 January
2022
£m
Financing
cash flows
£m
Amortisation
of loan
issue costs
£m
Fair value
adjustments
£m
New leases
£m
Foreign
exchange
£m
31 December
2022
£m
Borrowings
Interest rate swaps
Interest rate caps
Lease liabilities
19
20
20
1,031.6
0.4
–
3.4
1,035.4
43.6
–
–
–
43.6
1.8
–
–
–
1.8
–
(6.0)
(2.8)
–
(8.8)
–
–
–
–
–
28.9
–
(0.1)
0.2
29.0
1,105.9
(5.6)
(2.9)
3.6
1,101.0
28. Contingencies
In April 2023, CLS Holdings plc dissolved 8 subsidiaries (the ‘Companies’). Before the Companies were dissolved, capital reductions
and distributions of the net assets of the subsidiaries, primarily represented by inter-company receivables of £17.1m, to the Parent
should have been executed. However, they were not. As a consequence of this, as a matter of Law, on dissolution of these
Companies the technical titles to the inter-company receivables were transferred from the Group to the Crown. The Directors have
taken legal advice and started the process to restore these Companies. Thereafter, the Directors can execute the capital reductions
and make appropriate distributions to the Parent of these Companies assets. Also, based on that legal advice, the Directors
consider that it is improbable that the Crown will pursue the CLS group for these assets of the Companies prior to the process of
the restoration of the Companies being completed and the technical title to the receivables being returned to the Group. Therefore,
the Directors consider that it is not probable that an outflow of cash or other economic resources of £17.1m from the Group will
occur, and therefore no provision is recognised at year end, but has been disclosed as a contingent liability.
29. Commitments
At the balance sheet date the Group had contracted with customers under non-cancellable operating leases for the following
minimum lease payments:
Operating lease commitments – where the Group is lessor
Within one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
More than five years
2023
£m
2022
£m
100.9
84.0
61.0
48.6
36.7
153.2
484.4
100.4
85.7
71.4
50.3
38.8
135.0
481.6
Operating leases where the Group is the lessor are typically negotiated on a customer-by-customer basis and include break
clauses and indexation provisions.
Other commitments
At 31 December 2023 the Group had contracted capital expenditure of £6.9 million (2022: £16.7 million). At the balance sheet date,
the Group had not exchanged contracts to acquire any investment properties (2022: £nil). There were no authorised financial
commitments which were yet to be contracted with third parties (2022: £nil).
149
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 30. Post-balance sheet events
In January 2024, CLS secured a £10 million unsecured overdraft facility with RBS.
Subsequent to the year end the previously exchanged sale of Westminister Tower failed to complete. The sale was not recognised
in 2023 and the property is now being re-marketed for sale.
31. Subsidiaries
The Group financial statements include the financial statements of CLS Holdings plc and all of its subsidiaries, which are listed
below. All are 100% owned unless otherwise stated. Those marked with a * were dissolved during 2023, those marked with a ^
were sold during 2023.
United Kingdom
Registered Office: 16 Tinworth Street, London SE11 5AL
16 Tinworth Street (Residential)
Limited
401 King Street Limited
Apex Tower Limited
Base Offices Limited
Brent House Limited
Cassini Pascal Limited
Centenary Court Limited
Central London Securities Limited
CI Tower Investments Limited
Citadel Finance Limited
Citadel Holdings plc
CLS Aberdeen Limited
CLS Capital Partners Limited
CLS Chancery House Limited
CLS Church Road Limited
CLS Cliffords Inn Limited
CLS Clockwork Limited
CLS Crawley Limited
CLS England and Wales Limited *
CLS Gateway House Limited
CLS Germany Limited
CLS Gresham Limited
CLS Harrow Limited
CLS Holdings UK Limited
CLS Kings Court Limited
CLS Lloyds Avenue Limited
CLS London Limited
CLS London Properties Limited
CLS Northern Properties Limited *
CLS One Limited
CLS Pacific House Limited
CLS Prescot Limited
CLS Priory Place Limited
CLS Residential Investments Limited
CLS Scotland Limited *
CLS South London Limited
CLS Spring Gardens Limited
CLS Staines Limited
CLS UK Properties plc
CLS UK Property Finance Limited
CLS UK Property Finance 2 Limited
CLS UK Property Finance 3 Limited
CLS Watford Limited
CLSH Management Limited
Columbia Bracknell Limited
Coventry House Limited
Dukes Road Limited
Elmfield Road Limited
Fetter Lane Apartments Limited
Fetter Lane Leasehold Limited
Harman House Limited
Hygeia Harrow Limited
Ingrove Limited
Instant Office Limited
Kennington Road Limited
Ladywell House Limited*
Larkhall Lane Limited
Maidenhead Cloud Gate Limited
Mirenwest Limited
New Printing House Square
Limited
NYK Investments Limited
One Elmfield Park Limited
Prescot Street Leasco Limited *
Quayside Lodge Limited *
Rayman Finance Limited
Reflex Bracknell Limited
Sentinel House Limited
Shard of Glass Limited *
Sidlaw House Limited *
Southern House Limited
Spring Gardens III Limited
Spring Mews (Block D) Limited
Spring Mews (Hotel) Limited
Spring Mews (Student) Limited
Spring Mews Limited
Three Albert Embankment
Limited
Vauxhall Square Limited
Vauxhall Square One Limited
Vauxhall Square (Student) Limited
Wandsworth Road Limited
150
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued 31. Subsidiaries continued
Jersey
Registered Office: 1st Floor Liberation House, Castle Street, St Helier, Jersy JE1 1GL
CLS Holdings plc Employee Benefit Trust
France
Registered Office: 36 Rue Jules Verne, 92300 Levallois-Perret, Paris
120 Jean Jaures Sàrl
Avenue du Park SCI
BV France Sàrl
Capitaine Guynemer Sàrl
CLS France Sàrl
CLS Management Sàrl
Debussy SCI
De Musset Sàrl
Foch SCI*
Forum France SCI
Georges Clemençeau Sàrl
Immobilière 6 Sàrl
Immobilière 8 Sàrl
Immobilière 10 Sàrl
Immobilière V SA
Jean Walters Sàrl
Le D’Aubigny SCI
Le Quatuor SCI
Le Sigma Sàrl
Leclerc SCI
Mission Marchand Sàrl
Parc SCI
Petits Hotels Sàrl
Rhone Alpes Sàrl
Rue Stephenson Sàrl*
Scala Sàrl
SCI Frères Peugeot
Germany
Registered Office: Nagelsweg 37, 20097 Hamburg
CLS Germany GmbH
CLS Green Energy GmbH
Jarrestrasse Immobilien GmbH
Luxembourg
Registered Office: 33 Avenue de la Liberte, 1931 Luxembourg
235 Lyon Sarl
Aldershofer Sarl
Albertina Sarl
Cavernet Sarl
Chronotron Sarl
CLS Dortmund Hiltropwall Sarl
CLS Hansaalee Sarl
CLS Immobilien Stuttgart Sarl
CLS Investments Sarl
CLS Investments 2 Sarl
CLS Luxembourg Sarl
CLS Metropoolis Sarl
CLS Palisade Sarl
CLS Storkower Strasse Sarl
CLS Tangentis Sarl
CLS Wendenstrasse Sarl
Freepost Sarl
Garivet Sarl
Gotic Haus Sarl
Grossglockner Sarl
Hermalux Sarl
Kapellen Sarl
Landstrasse Sarl
Naropere Sarl
Network Perlach Sarl
Prater Sarl
Salisbury Hill Sarl
Netherlands
Registered Office: Burgemeester van Reenensingel 101, 2803 DA Gouda
CLS Management BV
Portapert Properties III BV*
Portapert Properties UK BV
Sweden
Registered Office: Skönabäck 122, 274 91 Skurup
Cood Investments AB (58.02%)*
Museion Förvaltning AB
Rasstaf Sweden AB
Xtraworks AB^
SCI Pierre Valette
Sego Sàrl
Solferino SCI
Satimood Sarl
Schonbrunn Sarl
Zillertal Sarl
151
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 32. Related party transactions
Transactions with Directors
Distributions totalling £2,161,582 (2022: £2,160,231) were made through dividend payments in the year in respect of ordinary
shares held by the Directors and £16,653,658 (2022: £16,530,803) to the majority shareholder.
During the year the following transactions occurred with companies associated to the majority shareholder:
• The Group charged a management fee in relation to providing property management and administration services. A Group
company, CLSH Management Limited, invoiced fees totalling £nil (2022: £81). At the balance sheet date £nil was outstanding
(2022: £nil).
• The Group recharged salary costs in relation to providing administration services. CLS Holdings plc invoiced costs totalling
£60,450 (2022: £63,384). At the balance sheet date £60,450 was outstanding (2022: £63,384).
• The Group paid fees in relation to the provision of company administration and bookkeeping services in Sweden totalling
£nil (2022: £23,601). At the balance sheet date £nil was outstanding (2022: £3,570).
• A Group company, CLS Holdings plc executed an unsecured a £20 million revolving credit facility with Creative Value Investment
Group Limited, the investment vehicle of The Sten and Karin Mortstedt Family and Charity Trust, for a period of 2 years with an
option to extend a further year. As at balance sheet date the amount drawn on this facility was £nil (2022: £nil).
During the year, or previous year, the following transactions associated with the Directors occurred:
• During the year, the Group invoiced rental related charges of £179,790 (2022: £169,944) to IKEA Limited, a company in a group
of companies with a common Director. At the balance sheet date £5,946 was outstanding (2022: £nil).
Directors’ remuneration
The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for
each of the categories specified in IAS 24 Related Party Disclosures.
Short-term employee benefits
Post-employment benefits
Other long-term benefits
2023
£000
1,428
49
7
1,484
2022
£000
960
4
56
1,020
152
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTSNotes to the Group financial statements for the year ended 31 December 2023 continued Company balance sheet at 31 December 2023
Non-current assets
Investment in subsidiary undertakings
Intangible assets
Current assets
Trade and other receivables
Total assets
Current liabilities
Trade and other payables
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Shareholders’ funds
Restated
2022
£m
Note 4
440.4
2.8
3.6
446.8
(59.5)
(59.5)
387.3
11.0
83.1
28.3
264.9
387.3
2023
£m
534.5
2.9
77.5
614.9
(241.3)
(241.3)
373.6
11.0
83.1
28.8
250.7
373.6
Notes
8
9
10
11
12
12
12
13
The Company reported a profit for the financial year ended 31 December 2023 of £17.4 million (2022: restated £32.8 million).
The notes on pages 155 to 159 are an integral part of these Company financial statements.
These financial statements of CLS Holdings plc (registered number: 02714781) were approved by the Board of Directors
and authorised for issue on 8 March 2024 and were signed on its behalf by:
Mr F Widlund
Chief Executive Officer
Mr A Kirkman
Chief Financial Officer
153
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION
Company statement of changes in equity for the year ended 31 December 2023
Arising in 2023:
Profit for the year
Share-based payment charge
Dividends to shareholders
Total changes arising in 2023
At 1 January 2023
At 31 December 2023
Arising in 2022:
Profit for the year - restated (note 4)
Share-based payment charge
Dividends to shareholders
Purchase of own shares
Total changes arising in 2022
At 1 January 2022
At 31 December 2022
Notes
6
12
7
Notes
12
12
7
12
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
–
–
–
–
11.0
11.0
–
–
–
–
83.1
83.1
–
0.5
–
0.5
28.3
28.8
17.4
–
(31.6)
(14.2)
264.9
250.7
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
–
–
–
–
–
11.0
11.0
–
–
–
–
–
83.1
83.1
–
0.2
–
–
0.2
28.1
28.3
32.8
–
(32.4)
(25.8)
(25.4)
290.3
264.9
Total
£m
17.4
0.5
(31.6)
(13.7)
387.3
373.6
Total
£m
32.8
0.2
(32.4)
(25.8)
(25.2)
412.5
387.3
The notes on pages 155 to 159 are an integral part of these Company financial statements.
154
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS
Notes to the Company financial statements for the year ended 31 December 2023
1. General information
These separate Company financial statements are presented as required by the Companies Act 2006 and prepared on the
historical cost basis. The Company has applied UK GAAP Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (‘FRS
101’).CLS Holdings plc is the ultimate Parent Company of the CLS Holdings Group registered and incorporated in the United
Kingdom under Companies Act 2006. Its primary activity (which occurs exclusively within the United Kingdom) is to hold shares in
subsidiary companies.
2. Basis of accounting
As permitted by FRS 101, the Company has taken advantage of all the disclosure exemptions including the following:
• IAS 1 – exemption from capital management disclosures requirements
• IAS 7 – cash flow statement
• IAS 8 – IFRSs issued but not yet effective
• IAS 24 – related party disclosures
• IFRS 2 – share based payments
• IFRS 7 – financial instruments
• IFRS 13 – fair value measurement
Where required, equivalent disclosures are given in the Group financial statements.
Going concern
The Group and Company’s going concern assessment covers the period to 31 July 2025. The going concern assessment uses the
business plan approved by the Board at its November 2023 meeting as the Base case (see note 2.1 of the Group financial
statements). Whilst the Directors consider that a material uncertainty exists that may cast significant doubt on the Company’s
ability to continue as a going concern (see note 2 to the Consolidated financial statements for more details) the financial statements
are prepared on a going concern basis. The financial statements do not contain the adjustments that would result if the Company
was unable to continue as a going concern.
3. Material accounting policies
The principal accounting policies are summarised below.
3.1 Investments in subsidiaries
Investments in subsidiaries are accounted for at cost less provisions for impairment. Dividend income is recognised
when received.
3.2 Impairment
Investments are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not
be recoverable. Recoverability of investments are measured by comparison of the carrying amount of the investment and fair
value less costs to sell. If such assets are considered to be impaired, the impairment to be recognised is the amount by which the
carrying amount exceeds the fair value of the investments.
3.3 Pension costs
The Company operates a defined contribution pension scheme for all eligible employees. The pension costs charged represent the
contributions payable. Differences between contributions payable in the year and contributions paid are shown as either accruals
or prepayments in the balance sheet.
3.4 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in
equity as a deduction from proceeds, net of tax. Where a Group company purchases the Company’s equity share capital, the
consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable
to the owners of the Company until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or
reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax
effects, is included in equity attributable to the owners of the Company.
3.5 Foreign currencies
The financial statements are presented in Sterling, which is the currency of the primary economic environment in which the
Company operates, known as its functional currency. Transactions in currencies other than the Company’s functional currency
are recognised at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets
and liabilities that are denominated in other currencies are translated into Sterling at the rates prevailing at that date.
155
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Notes to the Company financial statements for the year ended 31 December 2023
continued
4. Restatement of prior period
During the preparation of this year’s financial statements, the directors noted that the comparative information of CLS Holdings plc
at 31 December 2022 required adjustments that change the previously reported net assets and the profit for that year. During the
year ended 31 December 2022 two subsidiaries were acquired by CLS Holdings plc from another group company for £26.4m,
however this transaction was not recorded by CLS Holdings plc. Therefore, an investment in subsidiaries of £26.4m should have
been initially recognised matched with an increase in liabilities to group companies of £26.4m relating to a loan issued to facilitate
the transaction. Subsequently, however, the reported net assets of one of the purchased subsidiaries as at 31 December 2022 had
fallen and the investment in the subsidiary should have been impaired by £8.5m.
As a consequence, the comparatives at 31 December 2022 have been adjusted as follows:
• Investment in subsidiaries has increased by £17.9m from £422.5m to £440.4m, after taking into account the impairment loss
of £8.5m
• Loans due to group companies have increased by £26.4m from £30.9m to £57.3m
• The reported profit for the year 31 December 2022 and net assets and distributable reserves at 31 December 2022 have
reduced by £8.5m as:
– profit for the year decreasing from £41.3m to £32.8m;
– net assets decreasing from £395.8m to £387.3m; and
– distributable reserves decreasing from £273.4m to £264.9m
There is no impact on the opening balances as at 1 January 2022. There is no impact on the consolidated financial statements.
5. Accounting judgements and key sources of estimation uncertainty
Accounting judgements
In accordance with IAS 1, the Directors have considered the judgements that have been made in the process of applying
the Company’s accounting policies, which are described in note 3, and which of those judgements have the most significant effect
on the amounts recognised in the financial statements.
Going Concern
For the purposes of the going concern assessment, the Group and Company makes judgements in determining future cash flows
which are based on assumptions. The most significant judgements relate to the terms and ability to refinance loan facilities and
recycle capital. These judgements are made by management based on recent performance, external factors and management’s
knowledge and expertise of cashflow drivers. See note 2 to the Consolidated financial statements for more details.
In the opinion of the Directors, they consider the following to be ongoing judgements.
• Impairments to investment in subsidiaries - the recoverable amount is considered to be best estimated by the net asset value at
the subsidiaries.
Key sources of estimation uncertainty
The key sources of estimation uncertainty in the preparation of the Company’s financial statements is the net asset value at the
subsidiaries that is primarily determined by the property values therein (see note 3 in the consolidated financial statements).
6. Profit for financial year
As permitted by s408 Companies Act 2006, the Company’s profit and loss account has not been presented in these financial
statements. The Company’s profit for the financial year was £17.4 million (2022: restated £32.8 million).
Audit fees for the Company were £0.1 million (2022: £0.1 million).
Details of the Directors employed during the year and of their remuneration is included in the Remuneration Committee Report on
pages 81 to 99.
156
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS 7. Dividend
Current year
2023 final dividend1
2023 interim dividend
Distribution of current year profit
Prior year
2022 final dividend
2022 interim dividend
Distribution of prior year profit
2021 final dividend
Payment
date
Dividend
per share
p
2023
£m
2022
£m
2 May 2024
3 October 2023
2 May 2023
3 October 2022
29 April 2022
5.35
2.60
7.95
5.35
2.60
7.95
5.35
–
10.3
10.3
21.3
–
21.3
–
31.6
–
–
–
–
10.6
10.6
21.8
32.4
2023
£m
440.4
208.3
(62.1)
(52.1)
534.5
Restated
2022
£m1
451.4
26.4
(23.9)
(13.5)
440.4
Dividends as reported in the Group statement of changes in equity
1 Subject to shareholder approval at the AGM on 25 April 2024. Total cost of proposed dividend is £21.3 million.
8. Investment in subsidiary undertakings
At 1 January
Additions
Disposals
Provision for impairment
At 31 December
1 The prior year additions and provision for impairment have been restated as described in note 4 along with their respective totals.
Certain indicators of impairment were identified by the Company as at 31 December 2023. A determination of the recoverable
amount of the investments in subsidiaries were made using the net asset value at the subsidiaries, resulting in an impairment of
£52.1 million (2022: £13.5 million). The recoverable amount remains sensitive to the financial performance and financial position of
both the Company and its subsidiaries, including the valuation of investment properties of its subsidiaries (see note 12 of Group
financial statements).
During the year, the Group performed a recapitalisation of a number of existing subsidiaries, which results in additions of
£163.1 million in the year. Included in additions and disposals is £45.2 million of subsidiaries transferred to a new 100% owned
holding company.
157
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Notes to the Company financial statements for the year ended 31 December 2023
continued
9. Trade and other receivables
Amounts owed by subsidiary undertakings
Other receivables
Prepayments and accrued income
Social security and other taxes
10. Trade and other payables
Trade payables
Amounts owed to subsidiary undertakings
Accruals
2023
£m
74.8
2.3
0.2
0.2
77.5
2023
£m
0.1
239.0
2.2
241.3
1 The prior year amounts owed to subsidiary undertakings have been restated as described in note 4 along with their respective totals.
11. Share capital
At 1 January 2023
Issue of shares
At 31 December 2023
At 1 January 2022
Purchase of own shares (market purchase)
At 31 December 2022
Number of shares authorised, issued and fully paid
Ordinary
shares in
circulation
Treasury
shares
Total
ordinary
shares
Ordinary
shares in
circulation
£m
Treasury
shares
£m
397,210,866
199,402
41,566,914
(199,402)
438,777,780
–
397,410,268
41,367,512
438,777,780
9.9
–
9.9
1.1
–
1.1
Number of shares authorised, issued and fully paid
Ordinary
shares in
circulation
Treasury
shares
Total
ordinary
shares
Ordinary
shares in
circulation
£m
Treasury
shares
£m
407,395,760
(10,184,894)
31,382,020
10,184,894
438,777,780
–
397,210,866
41,566,914
438,777,780
10.2
(0.3)
9.9
0.8
0.3
1.1
2022
£m
2.2
1.1
0.2
0.1
3.6
Restated
2022
£m1
–
57.3
2.2
59.5
Total
ordinary
shares
£m
11.0
–
11.0
Total
ordinary
shares
£m
11.0
–
11.0
The Board is authorised, by shareholder resolution, to allot shares or grant such subscription rights (as are contemplated by
sections 551(1) (a) and (b) respectively of the Companies Act 2006) up to a maximum aggregate nominal value of £3,311,752
representing one-third of the issued share capital of the Company excluding treasury shares.
12. Reserves
At 1 January 2023
Share-based payment charge
Profit for the year
Dividends to shareholders
At 31 December 2023
158
Other reserves
Share
premium
£m
Capital
redemption
reserve
£m
Share-based
payment
reserve
£m
83.1
–
–
–
83.1
22.7
–
–
–
22.7
1.0
0.5
–
–
1.5
Other
£m
4.6
–
–
–
4.6
Total
£m
28.3
0.5
–
–
28.8
Retained
earnings
£m
264.9
–
17.4
(31.6)
250.7
CLS HOLDINGS PLC Annual Report and Accounts 2023FINANCIAL STATEMENTS 12. Reserves – continued
At 1 January 2022
Share-based payment charge
Profit for the year - restated (note 4)
Dividends to shareholders
Purchase of own shares
At 31 December 2022
Other reserves
Share
premium
£m
Capital
redemption
reserve
£m
Share-based
payment
reserve
£m
83.1
–
–
–
–
83.1
22.7
–
–
–
–
22.7
0.8
0.2
–
–
–
1.0
Other
£m
4.6
–
–
–
–
4.6
13. Reconciliation of movements in shareholders’ funds
At 1 January
Profit for the year - restated (note 4)
Dividends to shareholders
Purchase of own shares
Share-based payment charge
At 31 December
14. Contingencies
Guarantees
Total
£m
28.1
0.2
–
–
–
28.3
2023
£m
387.3
17.4
(31.6)
–
0.5
373.6
Restated
retained
earnings £m
290.3
–
32.8
(32.4)
(25.8)
264.9
Restated
2022
£m
412.5
32.8
(32.4)
(25.8)
0.2
387.3
At 31 December 2023 and 31 December 2022 CLS Holdings plc had guaranteed certain liabilities of Group companies. These were
primarily in relation to Group borrowings and covered interest and amortisation payments. Principal amounts of loans secured
from external lenders by two Group companies totalling £39.5 million at 31 December 2023 are also covered by guarantees
provided by CLS Holdings plc (£29.9 million at 31 December 2022). CLS Holdings plc guarantees a £30 million revolving credit
facility with RBS. As at 31 December 2023 the amount drawn on this facility was £nil (31 December 2022: £nil). Since the possibility
of payment by the Company under any of these guarantees and warranties is considered remote, no provisions in relation to these
have been made in the Company’s financial statements and no reportable contingent liability exists.
Other
In April 2023, CLS Holdings plc dissolved 8 subsidiaries (the ‘Companies’). Before the Companies were dissolved, capital reductions
and distributions of the net assets of the subsidiaries, primarily represented by inter-company receivables of £17.1 million, to CLS
Holdings plc should have been executed. However, they were not. As a consequence of this, as a matter of Law, on dissolution of
these Companies the technical titles to the inter-company receivables were transferred from the Company to the Crown.
The Directors have taken legal advice and started the process to restore these Companies. Thereafter, the Directors can then
execute the capital reductions and make proper distributions to the Parent of these Companies assets.
Also, based on that legal advice, the Directors consider that it is improbable that the Crown will pursue CLS Holdings plc for
settlement of the receivables prior to the process of the restoration of the Companies being completed and the receivables
technical title being returned to the Company. Therefore, the Directors consider that it is not probable that an outflow of cash or
other economic resources of £17.1 million will occur, and it is therefore no provision is made at year end, but has been disclosed as
a contingent liability.
15. Commitments
At 31 December 2023, the Company had no contracted capital expenditure (2022: £nil) and no authorised financial commitments
which were yet to be contracted with third parties (2022: £nil).
159
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Five-year financial summary (unaudited)
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
148.7
113.0
(18.2)
(15.6)
79.2
(302.7)
1.4
–
(1.3)
(223.4)
1.6
(41.6)
–
(263.4)
13.6
(249.8)
139.7
107.8
(15.7)
(16.2)
75.9
(136.5)
0.5
–
(3.8)
(63.9)
10.1
(27.1)
(1.1)
(82.0)
0.1
(81.9)
–
–
–
(249.8)
(81.9)
119.5
31.6
31.6
32.4
31.9
30.8
31.4
139.8
108.0
(16.2)
(14.4)
77.4
28.5
(0.1)
–
7.5
139.4
109.8
(18.5)
(15.1)
76.2
31.5
11.6
–
–
138.3
110.6
(19.9)
(13.7)
77.0
57.4
8.6
40.4
–
113.3
119.3
183.4
5.9
(27.7)
–
91.5
28.0
119.5
3.2
(26.0)
–
96.5
(19.1)
77.4
–
77.4
30.1
30.8
5.0
(29.4)
–
159.0
(23.8)
135.2
(0.5)
134.7
28.7
30.1
1,900.2
260.7
2,160.9
(262.8)
(968.9)
2,351.4
150.0
2,501.4
(234.0)
(1,046.6)
2,301.1
237.4
2,538.5
(229.8)
(978.0)
2,181.4
279.6
2,461.0
(158.2)
(1,032.2)
2,010.2
295.4
2,305.6
(198.9)
(904.3)
929.2
1,220.8
1,330.7
1,270.6
1,202.4
2023
233.8
253.0
(62.9)
10.3
(21.3)
(20.8)
108.2
48.5
2.23
2022
307.3
329.6
(20.2)
11.6
(3.5)
(3.7)
81.7
42.2
2.98
2021
326.6
350.5
29.3
11.3
7.1
3.7
65.4
37.1
3.16
2020
311.9
345.2
19.0
12.2
8.2
8.1
58.3
33.7
3.26
2019
295.1
326.3
33.3
12.0
10.7
9.4
53.0
31.4
3.42
Continuing operations
Revenue
Net rental income
Administration expenses
Other expenses
Operating profit before revaluation and disposals
Net revaluation movement on investment property
Profit/(loss) on sale of investment property
Gain on sale of other financial investments
Net revaluation movements on equity investments
Operating (loss)/profit
Finance income
Finance costs
Impairment of goodwill
(Loss)/profit before tax
Taxation
(Loss)/profit for the year from continuing operations
Discontinued operations
Loss for the year from discontinued operations
(Loss)/profit for the year
Dividends paid
Distribution of current year’s profit
Net assets employed
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
Ratios
Net assets per share (pence)
EPRA NTA per share (pence)
Earnings per share (pence)
EPRA earnings per share (pence)
Total Accounting Return – basic (%)
Total Accounting Return – EPRA NTA (%)
Net gearing (%)
Balance sheet loan-to-value (%)
Interest cover (times)
160
CLS HOLDINGS PLC Annual Report and Accounts 2023ADDITIONAL INFORMATION Supplementary disclosures (unaudited)
Unaudited unless otherwise stated
Alternative Performance Measures
CLS uses all the EPRA metrics but we have also disclosed the measures that CLS used to prefer for certain of these categories.
The notes below highlight where the measures that we monitor differ and our previous rationale for using them.
The measures we disclose are:
•
•
•
•
•
•
•
EPRA net initial yield;
EPRA ‘topped-up’ net initial yield;
EPRA vacancy;
EPRA capital expenditure;
EPRA cost ratio;
EPRA LTV; and
EPRA like-for-like gross rental income growth.
Other APMs
CLS uses a number of other APMs, many of which are commonly used by industry peers;
•
•
•
•
•
•
Total Accounting Return
Net borrowings and gearing;
Loan-to-value;
Administration cost ratio;
Dividend cover; and
Interest cover.
1. EPRA APMs
i) Yield
EPRA net initial yield (NIY)
EPRA NIY is calculated as the annualised rental income based on the cash rents passing at the balance sheet date less non-
recoverable property operating expenses, divided by the gross market value of the property (excluding those that are under
development, student accommodation, held as PPE or occupied by CLS).
2023
2022
Rent passing
Adjusted for properties in development
Forecast non-recoverable service charge
Annualised net rents (A)
Property portfolio1
Adjusted for properties in development
Purchasers’ costs at 6.8%
Property portfolio valuation including
purchasers’ costs (B)
United
Kingdom
£m
45.5
–
(3.7)
41.8
Germany
£m
France
£m
46.4
–
(2.0)
44.4
13.2
–
(0.5)
12.7
Total
£m
105.1
–
(6.2)
98.9
United
Kingdom
£m
46.0
(0.9)
(1.5)
43.6
745.4
(15.7)
49.6
883.8
(2.9)
59.9
246.0
–
16.7
1,875.2
(18.5)
126.2
946.8
(118.7)
56.3
Germany
£m
France
£m
Total
£m
101.4
(0.9)
(3.9)
96.7
12.8
–
(0.3)
12.5
284.2
–
19.3
2,221.1
(123.6)
142.6
42.6
–
(2.1)
40.5
990.1
(4.9)
67.0
779.3
940.8
262.7
1,982.9
884.4
1,052.2
303.5
2,240.1
EPRA NIY (A/B)
5.4%
4.7%
4.8%
5.0%
4.9%
3.9%
4.1%
4.3%
1 The above table comprise data of the investment properties and properties held for sale. They exclude owner-occupied, land, student accommodation and hotel.
161
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Supplementary disclosures (unaudited) continued
Alternative Performance Measures continued
EPRA ‘topped-up’ NIY
EPRA ‘topped-up’ NIY is calculated by making an adjustment to EPRA NIY in respect of the expiration of rent-free periods
(or other unexpired lease incentives such as discounted rent periods and step rents).
2023
2022
Contracted rent
Adjusted for properties in development
Forecast non-recoverable service charge
‘Topped-up’ annualised net rents (A)
Property portfolio1
Adjusted for properties in development
Purchasers’ costs (6.8%)
Property portfolio valuation including
purchasers’ costs (B)
United
Kingdom
£m
50.9
–
(3.7)
47.2
Germany
£m
France
£m
47.5
–
(2.0)
45.5
14.2
–
(0.5)
13.7
Total
£m
112.6
–
(6.2)
106.4
United
Kingdom
£m
48.1
(0.9)
(1.5)
45.7
745.4
(15.7)
49.6
883.8
(2.8)
59.9
246.0
–
16.7
1,875.2
(18.5)
126.2
946.8
(118.7)
56.3
Germany
£m
France
£m
Total
£m
110.2
(0.9)
(3.9)
105.4
14.7
–
(0.3)
14.4
284.2
–
19.3
2,221.1
(123.6)
142.6
47.4
–
(2.1)
45.3
990.1
(4.9)
67.0
779.3
940.9
262.7
1,982.9
884.4
1,052.2
303.5
2,240.1
EPRA ‘topped-up’ NIY (A/B)
6.1%
4.8%
5.2%
5.4%
5.2%
4.3%
4.8%
4.7%
1 The above table comprise data of the investment properties and properties held for sale. They exclude owner-occupied, land, student accommodation and hotel.
ii) Vacancy
The EPRA vacancy rate calculates vacancy as a proportion of the ERV of the total portfolio and, from 2021, is the only measure
used by the Group.
EPRA vacancy
ERV of vacant space (A)
ERV of let space
ERV of total portfolio (B)
EPRA vacancy rate (A/B)
2023
£m
13.9
112.4
126.3
2022
£m
9.0
112.4
121.4
11.0%
7.4%
iii) Capital expenditure
EPRA capital expenditure
This measure shows the total amounts spent on the Group’s investment properties on an accrual and cash basis with a split
between expenditure used for the creation of incremental space and enhancing space (‘no incremental space’). The sum of these
expenditures is included in Capital expenditure in Note 12 of the Notes to the Group Financial Statements. The Group is not party to
any joint venture arrangements, therefore this measure is not disclosed.
Acquisitions
Amounts spent on the completed investment property portfolio
Creation of incremental space
Creation of no incremental space
EPRA capital expenditure
Conversion from accrual to cash basis
EPRA capital expenditure on a cash basis
1 Group statement of cash flows.
162
Notes
12
12
CF1
2023
£m
–
2.1
47.5
49.6
(3.2)
46.4
2022
£m
83.4
12.7
45.5
141.6
(1.0)
140.6
CLS HOLDINGS PLC Annual Report and Accounts 2023ADDITIONAL INFORMATION iv) Cost ratios
EPRA cost ratio
The Group has a policy of capitalising certain staff costs directly attributable to the management of the development of investment
properties as outlined in note 2.5 of the Notes to the Group Financial Statements.
Recurring administration expenses
Other expenses
Less: Other investments segment and student accommodation operating costs
Net service charge costs
Service charge costs recovered through rents but not separately invoiced
Dilapidations receipts
EPRA costs (including direct vacancy costs) (A)
Direct vacancy costs
EPRA costs (excluding direct vacancy costs) (B)
Gross rental income
Service charge components of gross rental income
EPRA gross rental income (C)
EPRA cost ratio (including direct vacancy costs) (A/C)
EPRA cost ratio (excluding direct vacancy costs) (B/C)
v) EPRA LTV
Borrowings from financial institutions
Net payables
Cash and cash equivalents
Net debt (A)
Properties held as property, plant and equipment
Investment properties
Properties held for sale
Financial assets – equity investments
Total property value (B)
EPRA LTV (A/B)
Notes
4
4
4
Notes
19
16
13
12
14
2023
£m
18.2
15.6
(5.2)
28.6
5.7
(0.1)
(2.3)
31.9
(6.1)
25.8
102.8
(0.1)
102.7
2022
£m
15.7
16.2
(5.7)
26.2
4.9
(0.3)
(1.2)
29.6
(4.0)
25.6
99.4
(0.3)
99.1
31.1%
29.9%
25.1%
25.8%
2023
£m
1,070.6
52.2
(70.6)
2022
£m
1,105.9
44.8
(113.9)
1,052.2
1,036.8
39.7
1,850.5
172.7
1.4
2,064.3
37.5
2,295.0
20.3
2.7
2,355.5
51.0%
44.0%
vi) EPRA like-for-like gross rental income growth
This measure shows the growth in gross rental income on properties owned throughout the current and previous year. This growth
rate excludes properties held for development, acquired or disposed in either year.
Increase/(decrease) in gross rental income (%)
Increase/(decrease) in gross rental income (£m)
Notes
2023
%
3.5
2023
£m
3.4
2022
%
(1.8)
2022
£m
(1.8)
163
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Supplementary disclosures (unaudited) continued
Alternative Performance Measures continued
2. Other APMs
i) Total Accounting Return per share
EPRA NTA at 31 December
Distribution – prior year final1
Distribution – current year interim
Less: EPRA NTA at 1 January (A)
Return before dividends (B)
Total Accounting Return (NTA) (B/A)
1 The 2023 and 2022 final dividend was 5.35p but has been rounded to 5.4p for the purpose of this note.
ii) Net borrowings and gearing
Borrowings short-term
Borrowings long-term
Add back: unamortised issue costs
Gross debt
Cash
Net borrowings (A)
Net assets (B)
Net gearing (A/B)
iii) Balance sheet loan-to-value
Borrowings short-term
Borrowings long-term
Less: cash
Net debt (A)
Investment properties
Properties in plant, property and equipment
Properties and land held for sale
Total property portfolio (B)
Balance sheet loan-to-value (A/B)
164
Notes
5
25
25
5
Notes
19
19
19
19
16
Notes
19
19
16
12
13
14
2023
pence
253.0
5.4
2.6
(329.6)
(68.6)
2022
pence
329.6
5.4
2.6
(350.5)
(12.9)
(20.8)%
(3.7)%
2023
£m
193.9
876.7
5.0
1,075.6
(70.6)
1,005.0
2022
£m
173.4
932.5
5.3
1,111.2
(113.9)
997.3
929.2
1,220.8
108.2%
81.7%
2023
£m
193.9
876.7
(70.6)
1,000.0
1,850.5
39.7
172.7
2,062.9
2022
£m
173.4
932.5
(113.9)
992.0
2,295.0
37.5
20.3
2,352.8
48.5%
42.2%
CLS HOLDINGS PLC Annual Report and Accounts 2023ADDITIONAL INFORMATION iv) CLS administration cost ratio
CLS’ administration cost ratio represents the cost of running the property portfolio relative to its net income. CLS uses this
measure to monitor the efficiency of the business as it focuses on the administrative cost of active asset management across
three countries.
Recurring administration expenses
Less: Other investment segment
Underlying administration expenses (A)
Net rental income (B)
Administration cost ratio (A/B)
v) Dividend cover
Interim dividend
Final dividend
Total dividend (A)
EPRA earnings (B)
Dividend cover (B/A)
vi) Interest cover
Net rental income
Recurring administration expenses
Other expenses
Group revenue less costs (A)
Finance income (excluding derivatives and dividend income)
Finance costs (excluding derivatives)
Net interest (B)
Interest cover (-A/B)
2023
£m
18.2
(0.1)
18.1
2022
£m
15.7
(0.2)
15.5
113.0
107.8
16.0%
14.4%
Notes
4
4
Notes
25
25
2023
£m
10.3
21.3
31.6
5
40.9
1.30
2023
£m
113.0
(18.2)
(15.6)
79.2
1.6
(37.1)
(35.5)
Notes
4
4
4
8
9
2022
£m
10.6
21.3
31.9
47.0
1.47
2022
£m
107.8
(15.7)
(16.2)
75.9
1.3
(26.8)
(25.5)
2.23
2.98
165
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Glossary
Administration cost ratio
Recurring administration expenses of the investment
property operating segment expressed as a percentage
of net rental income.
Balance sheet loan-to-value
Net debt expressed as a percentage of property assets.
Building Research Establishment Environmental Assessment
Method (BREEAM)
An environmental impact assessment method for non-domestic
buildings. Their standards cover new construction, In-Use as
well as refurbishment and fit-out. BREEAM In-Use enables
property investors, owners, managers and occupiers to
determine and drive sustainable improvements in the
operational performance of their buildings. It provides
sustainability benchmarking and assurance for all building
types and assesses performance in a number of areas;
management, health & wellbeing, energy, transport,
water, resources, resilience, land use & ecology, and pollution.
Performance is measured across a series of ratings; Good,
Very Good, Excellent and Outstanding.
Carbon emissions Scopes 1, 2 and 3
Scope 1 – direct emissions;
Scope 2 – indirect emissions; and
Scope 3 – other indirect emissions.
CDP
CDP, formerly known as the Carbon Disclosure Project,
assesses the ESG performance of all major companies
worldwide and aids comparability between organisations to
allow the investor community to assess the carbon and climate
change risk of each company.
Contracted rent
Annual contracted rental income after any rent-free periods
have expired.
Earnings per share
Profit for the year attributable to the owners of the Company
divided by the weighted average number of ordinary shares in
issue in the period.
Energy Performance Certificate (EPC)
An EPC is an asset rating detailing how energy efficient a
building is, rated by carbon dioxide emission on a scale of A-G,
where an A rating is the most energy efficient. They are legally
required for any building that is to be put on the market for sale
or rent.
European Public Real Estate Association (EPRA)
A not-for-profit association with a membership of Europe’s
leading property companies, investors and consultants which
strives to establish best practices in accounting, reporting and
corporate governance and to provide high-quality information
to investors. EPRA’s Best Practices Recommendations includes
guidelines for the calculation of the following performance
measures which the Group has adopted.
EPRA capital expenditure
Investment property acquisitions and expenditure split between
amounts used for the creation of additional lettable area
(‘incremental lettable space’) and enhancing existing space
(‘no incremental space’) both on an accrual and cash basis.
166
EPRA cost ratio
Administrative & operating costs (including & excluding costs
of direct vacancy) divided by gross rental income. A measure to
enable meaningful measurement of the changes in a company’s
operating costs.
EPRA earnings per share (EPS)
Earnings from operational activities. A measure of a company’s
underlying operating results and an indication of the extent to
which current dividend payments are supported by earnings.
EPRA like-for-like rental growth
This measure shows the growth in gross rental income on
properties owned throughout the current and previous year
under review. This growth rate excludes properties held for
development, acquired or disposed in either year.
EPRA net reinstatement value (NRV)
NAV adjusted to reflect the value required to rebuild the entity
and assuming that entities never sell assets. Assets and
liabilities, such as fair value movements on financial derivatives
are not expected to crystallise in normal circumstances and
deferred taxes on property valuation surpluses are excluded.
EPRA net tangible assets (NTA)
Assumes that entities buy and sell assets, thereby crystallising
certain levels of unavoidable deferred tax.
EPRA net disposal value (NDV)
Represent the shareholders’ value under a disposal scenario,
where deferred tax, financial instruments and certain other
adjustments are calculated to the full extent of their liability,
net of any resulting tax.
EPRA net initial yield (NIY)
Annualised rental income based on the cash rents passing at
the balance sheet date, less non-recoverable property
operating expenses, divided by the market value of the EPRA
property portfolio, increased by estimated purchasers’ costs.
EPRA LTV
The aim of EPRA LTV is to assess the gearing of the
shareholder equity within a real estate company by adjusting
IFRS reporting. The main overarching concepts are: any capital
which is not equity is considered as debt irrespective of its IFRS
classification; it is calculated on proportional consolidation; and
assets are included at fair value and net debt at nominal value.
EPRA ‘topped up’ net initial yield
This measure incorporates an adjustment to the EPRA NIY
in respect of the expiration of rent-free periods (or other
unexpired lease incentives such as discounted rent periods
and stepped rents).
EPRA vacancy rate
Estimated rental value (ERV) of immediately available space
divided by the ERV of the lettable portfolio.
Estimated rental value (ERV)
The market rental value of lettable space as estimated by the
Group’s valuers.
GRESB
GRESB assesses and benchmarks the environmental, social
and governance (ESG) performance of real assets, providing
standardised and validated data to the capital markets.
CLS HOLDINGS PLC Annual Report and Accounts 2023ADDITIONAL INFORMATION Interest cover
The aggregate of group revenue less costs, divided by the
aggregate of interest expense and amortisation of loan issue
costs, less interest income.
Key performance indicators (KPIs)
Activities and behaviours, aligned to both business objectives
and individual goals, against which the performance of the
Group is annually assessed. Performance measured against
them is referenced in the annual report.
Liquid resources
Cash and short-term deposits.
Net assets per share or net asset value (NAV)
Equity attributable to the owners of the Company divided by the
diluted number of ordinary shares.
Net debt
Total borrowings less liquid resources.
Net gearing
Net debt expressed as a percentage of net assets attributable
to the owners of the Company.
Net initial yield
Net rent on investment properties and properties held for sale
expressed as a percentage of the valuation of those properties.
Net rent
Passing rent less net service charge costs.
Occupancy rate
Contracted rent expressed as a percentage of the aggregate
of contracted rent and the ERV of vacant space.
Over-rented
The amount by which ERV falls short of the aggregate
of contracted rent.
Passing rent
Contracted rent before any rent-free periods have expired.
Property loan-to-value
Property borrowings expressed as a percentage of the market
value of the property portfolio.
Real Estate Investment Trust (REIT)
A Real Estate Investment Trust (REIT) is a vehicle that allows an
investor to obtain broadly similar returns from their investment,
as they would have, had they invested directly in property. In the
UK a REIT is exempt from UK tax on the income and gains of its
property rental business. A REIT in the UK is required to invest
mainly in property (75% of total Group’s assets and profits must
be in the tax exempt business) and to pay out 90% of the profits
from its property rental business as measured for tax purposes
as dividends to shareholders (property income distributions).
In the hands of the shareholder, property income distributions
(PID) are taxable as profits of a UK property rental business.
The PID is received net of withholding tax, unless it is to a
recipient entitled to gross payment.
Rent reviews
Rent reviews take place at intervals agreed in the lease (typically
every five years) and their purpose is usually to adjust the rent to
the current market level at the review date. For upwards only
rent reviews, the rent will either remain at the same level or
increase (if market rents are higher) at the review date.
Rent roll
Contracted rent.
Return on equity
The aggregate of the change in equity attributable to the owners
of the Company plus the amounts paid to the shareholders as
dividends and the purchase of shares in the market, divided by
the opening equity attributable to the owners of the Company.
Reversion
The amount by which ERV exceeds contracted rent.
Streamlined energy and carbon reporting (SECR)
The SECR regulations were introduced in April 2019 and require
companies incorporated in the UK to undertake enhanced
disclosures of their energy and carbon emissions in their
financial reporting.
The Task Force on Climate-related Financial Disclosures (TCFD)
Set up by the Financial Stability Board (FSB) in response to the
G20 Finance Ministers and Central Bank Governors request for
greater levels of decision-useful, climate-related information;
the TCFD was asked to develop climate-related disclosures that
could promote more informed investment, credit (or lending),
and insurance underwriting decisions. In turn, this would enable
stakeholders to understand better the concentrations of
carbon-related assets in the financial sector and the financial
system’s exposures to climate-related risks.
Total Accounting Return – basic
The change in IFRS net assets before the payment of dividends.
Total Accounting Return
The change in EPRA NTA before the payment of dividends.
Total Shareholder Return (TSR)
The growth in capital from purchasing a share, assuming that
dividends are reinvested every time they are received.
True equivalent yield
The capitalisation rate applied to future cash flows to calculate
the gross property value, as determined by the Group’s
external valuers.
UN Sustainable Development Goals (SDGs)
The 2030 Agenda for Sustainable Development, adopted by all
United Nations Member States in 2015, provides a shared
blueprint for peace and prosperity for people and the planet,
now and into the future. At its heart are the 17 Sustainable
Development Goals (SDGs), which are an urgent call for action
by all countries – developed and developing – in a global
partnership. They recognize that ending poverty and other
deprivations must go hand-in-hand with strategies that improve
health and education, reduce inequality, and spur economic
growth – all while tackling climate change and working to
preserve our oceans and forests.
167
CLS HOLDINGS PLC Annual Report and Accounts 2023STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Directors, officers and advisors
Directors
Lennart Sten*◊
Anna Seeley◊
Fredrik Widlund
Andrew Kirkman
Elizabeth Edwards‡†◊
Bill Holland*†
Eva Lindqvist* †
Bengt Mortstedt
(Non-Executive Chairman)
(Non-Executive Vice Chair)
(Chief Executive Officer)
(Chief Financial Officer)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
‡ Senior Independent Director
* Member of Remuneration Committee
† Member of Audit Committee
◊ Member of Nomination Committee
Chief Operating Officer & Company Secretary
David Fuller BA, FCG
Registered Office
16 Tinworth Street, London, SE11 5AL
Registered Number
02714781
Website
www.clsholdings.com
Email
enquiries@clsholdings.com
Telephone
+44 (0)20 7582 7766
Registrars and Transfer Office
Computershare Investor Services Plc
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Shareholder Helpline: 0870 889 3286
Luxembourg
CLS Luxembourg Sarl
33 Avenue de la Liberte
1931 Luxembourg
Tel: +352 (0)27 861 217
Clearing Bank
Royal Bank of Scotland Plc
24 Grosvenor Place
London
SW1X 7HP
Joint Corporate Brokers
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF
Joh. Berenberg, Gossler & Co. KG
London Branch
60 Threadneedle Street
London EC2R 8HP
Registered Auditor
Ernst & Young LLP
Chartered Accountants
1 More London Place
SE1 2AF
Financial and Corporate Public Relations
Daniel J. Edelman Limited
Southside
105 Victoria Street
London SW1E 6QT
Germany
CLS Germany GmbH
Hamburg Office:
Nagelsweg 37
20097 Hamburg
Düsseldorf Office:
Roßstraße 96
40476 Düsseldorf
Tel: +49 (0)40 29 81 39 0
France
CLS France Sarl
36 rue Jules Verne
92300 Levallois-Perret
Tel: +33 (0)1 86 26 48 50
168
CLS HOLDINGS PLC Annual Report and Accounts 2023ADDITIONAL INFORMATION Both the paper manufacturer and printer are
registered to the Environmental Management
System_ISO14001 and are Forest Stewardship
Council® (FSC)® chain-of-custody certified
Design and production
CLS Holdings plc
16 Tinworth Street
London
SE11 5AL
Tel: +44 (0)20 7582 7766
Fax: +44 (0)20 7735 2779
www.clsholdings.com
enquiries@clsholdings.com