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Our purpose
We are an owner, operator and developer of
sustainable prime urban real estate
Contents
Financial statements
Statement of Directors’ responsibilities
85
Independent auditors’ report to the members of Hammerson plc
86
96
Group financial statements
102 Notes to the financial statements
149 Company financial statements
151 Notes to the Company financial statements
Other information
158 Additional disclosures
– EPRA measures
– Portfolio analysis
– Share of Property interests
– Premium outlets
– Proportionally consolidated information
171 Key property listing
172 Ten-year financial summary
173 Greenhouse gas emissions 2021
174 Shareholder information
176 Glossary
Strategic report
1
2
4
9
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11
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14
16
22
36
2021 summary metrics
Chair of the Board's statement
Chief Executive's statement
Our business model
Our strategy and priorities
Market overview
Key Performance Indicators
Our colleagues
Sustainability review
Financial review
Risks and uncertainties
– Focus on health, safety and security
Viability statement
Non-financial information statement
45
47
Corporate Governance report
49
50
Board of Directors
Corporate Governance report
– Our stakeholders
Nomination Committee report
Audit Committee report
Directors' Remuneration report
Directors' report
59
62
66
83
Visit our website www.hammerson.com for more
information about us and our business
@hammersonplc
Hammerson
@hammerson_plc
2021 summary metrics
IFRS loss1
£(429)m
(2020: £(1,735)m loss)
Adjusted earnings2
£80.9m
(2020: £36.5m)
Equity shareholders’ funds1
£2,746m
(2020: £3,209m)
EPRA NTA per share2
64p
(2020: 82p)
Adjusted earnings per share2
Net debt 3
1.8p
(2020: 1.3p restated)
Basic loss per share1 2
(9.8)p
(2020: (62.4)p loss restated)
£1,819m
(2020: £2,234m)
Dividend per share4
0.4p (4.0p enhanced scrip)
(2020: 0.4p (4.0p enhanced scrip)
Portfolio value5
£5,372m
£5,372m
(2020: £6,338m)
UK Flagships
France Flagships
Ireland Flagships
Developments & other
£1,135m 21%
£990m 19%
£659m 12%
£694m 13%
Value Retail
£1,894m 35%
1. Attributable to equity shareholders.
2. Calculations for adjusted earnings and adjusted, basic and EPRA per share figures are shown in note 12 to the financial statements. 2020 figures have been
restated to reflect the bonus element of scrip dividends as explained in note 12B to the financial statements.
3. Proportionally consolidated, excluding Value Retail which is accounted for as an associate under IFRS. See page 22 of the Financial review for a description of
the presentation of financial information.
4. See note 11 to the financial statements.
5. As at 31 December 2021. Proportionally consolidated, including Value Retail. A list of our key properties is shown on page 171.
www.hammerson.com 1
Chair of the Board’s statement
As we emerge from particularly challenging market conditions, the Board has been focused on
providing leadership and support to the Executive Team as well as an objective, independent and
constructive view on strategy and the business.
Despite the substantial progress achieved during the year, risk levels
remain high and above the Board’s risk framework in several areas.
With the actions taken in 2021, however, I am satisfied with the way
the Company has mitigated the worst impacts of Covid-19.
Dividend
As explained in last year’s Annual Report, the Board continues to
expect to satisfy any REIT and SIIC distribution requirements
through offering an enhanced scrip dividend in 2022 but anticipates a
return to a cash dividend thereafter. At a General Meeting on
25 November 2021, shareholders approved a 0.2p per share cash
interim dividend with an enhanced scrip alternative of 2p per share. A
final 2021 dividend of 0.2p per share in cash has been proposed by the
Board to be paid entirely as a PID and an enhanced scrip alternative of
2p per share will again be offered.
Board changes and evaluation
2021 saw further changes to the Board. In April, the appointment of
Himanshu Raja as Chief Financial Officer was announced to succeed
James Lenton who had given the Company notice of his resignation in
January 2021. Himanshu joined the Board and took up his post on
26 April 2021.
Mike Butterworth was appointed as Non-Executive Director on
1 January 2021 and succeeded Pierre Bouchut as Chair of the Audit
Committee at the conclusion of the AGM. Habib Annous was
appointed as Non-Executive Director on 5 May 2021. I am pleased that
both have brought deep relevant experience and are proving to be
strong additions to the Board.
Gwyn Burr, Senior Independent Director and Chair of the
Remuneration Committee will step down from the Board after the
conclusion of the 2022 AGM. I would like to express the Board’s
thanks for Gwyn’s contribution during her time at Hammerson.
Mike Butterworth will succeed Gywn as Senior Independent
Director and Habib Annous will succeed as Chair of the
Remuneration Committee.
Andrew Formica will also be stepping down from the Board at the
conclusion of the 2022 AGM having served six years as Non-Executive
Director. Andrew has been a strong and engaged Board member and
will be missed.
Robert Noel
Chair of the Board
Hammerson has moved at pace in 2021, further strengthening the
balance sheet through disposals of non-core assets; refinancing
near-term debt maturities; and undertaking a strategic and
organisational review. The review was aimed at reducing operating
costs and building a performance based culture; ensuring the Group
concentrates on optimising our current space, accelerates our
development pipeline and builds the right capabilities for an owner,
operator and developer of sustainable prime urban estates.
The results of the review were set out in August in the form of a
strategy for long-term success based on a more conservative capital
structure; a more accountable and empowered culture; and the ability
and capability to innovate and make the most of opportunities within
our existing portfolio and beyond.
Business environment
The retail sector, already in the grip of major structural change, has
faced sharp economic contraction due to the restrictions imposed to
tackle the Covid-19 pandemic. As those restrictions began to be eased
in 2021, people were able to get out and our destinations returned to
life. We have seen footfall and sales at our destinations recover to
around 85% and more than 90% respectively (UK 98%) in the second
half of the year as compared to 2019 levels. Rent collections have also
improved, although in the UK they remain impacted by the extension
of the Government’s moratorium on enforcement against
non-payment until March 2022. The French Government was also
unable to confirm its support for retailers until the approval from the
European Commission in October.
2
Hammerson plc Annual Report 2021
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Looking ahead
We have continued to work with our occupiers throughout the
pandemic, to support them where appropriate. It has been a
challenging year for our colleagues in the business as we have
regrouped and reorganised. I would like to thank them again for their
hard work and commitment.
Given the market conditions, we have made good progress in
stabilising, re-shaping and strengthening the business during 2021.
This work must continue. Our financial leverage remains high and the
Board is keen to see this reduced through selective disposals in order
to reduce debt in the near term, and then to free-up capital to reinvest
for long-term growth. With a new management team in place led by
Rita-Rose Gagné, and a refreshed strategy, the Board is confident
Hammerson is on the right path to create sustainable value
for all its stakeholders.
Robert Noel
Chair of the Board
Our Board evaluation in 2021 was again internally facilitated. The
Board evaluation report and Board composition reports were
discussed at our December 2021 Nomination Committee and Board
meetings. The Board evaluation report made a number of
recommendations, which were agreed and will be implemented. We
will commission an external review during 2022 and report on this
next year. I am pleased that the significant changes to the Board over
the last two years have heralded different ways of working which have
been welcomed by colleagues. The Board remains cognisant of the
importance of diversity in light of the Parker and Hampton-Alexander
reviews. I am pleased to report that currently 36% of the Board are
female, and 27% identify as non-white.
Further details are contained in the Governance and Nomination
Committee Reports on pages 50 to 61.
Environment, Social and Governance
Hammerson aims to be a sustainable business. To achieve this, we
need to maintain the support of our occupiers, customers, partners,
the communities affected by our operations, our colleagues and our
equity and debt investors. Collectively, these stakeholders have
numerous and changing demands on the way the business conducts
itself. The right balance needs to be maintained as these demands
continue to evolve. Hammerson endeavours to treat everyone in line
with our values.
The Board is fully committed to the Group’s continuing recognition as
a sustainability leader and ensuring the highest standards of
operational performance and corporate governance. Following
COP26, environmental issues will remain an area of focus in the
coming year and we will endeavour to set out a clear pathway to Net
Positive. Details of our sustainability performance, plans and our
response to the Taskforce on Climate-related Financial Disclosure
(TCFD) are set out on pages 16 to 21, with more detail available in our
Sustainability Report 2021, and are available on our website
www.hammerson.com.
www.hammerson.com 3
Chief Executive’s statement
Our operating environment has changed extensively. Occupiers are thinking differently and people
are engaging with spaces in new ways. Covid-19 has changed habits across how we consume, work
and live, and technology is continuing to drive behaviours both online and physically. The strategic
changes we have made in 2021 mean we are future-focused with our assets at the centre of driving
value creation.
– We set out a new strategic vision for the business at the half year,
giving us a clear focus on a core portfolio of prime urban estates
– We introduced new brands and concepts throughout to reposition
our destinations
– In the second half, we accelerated organisational changes across the
business to foster a high performance culture with a focus on value
creation.
Financial performance
Adjusted earnings increased from £37 million to £81 million. Gross
rental income was £242 million, down £45 million largely due to
in-year disposals, which will have a full year effect in 2022. The
increase in adjusted earnings, therefore, was principally a result of
stronger rent collections, higher than usual surrender premiums, a
strong contribution from Value Retail, and reduced finance costs. 2021
earnings benefit from a £17 million year-on-year increase in surrender
premiums and a £12 million net rental income contribution from in
year disposals.
EPRA NTA was £2,840 million at 31 December 2021, a decline of 14%
over the year (2020: -26%), largely attributable to the continuing effect
of the global Covid-19 pandemic on property valuations in the first half
of the year. Yields showed signs of stabilising in the second half of the
year, and rental levels were more resilient in France and Ireland, while
the decline in the UK is slowing as we approach trough values and
investment markets gain more confidence in pricing income streams.
Nonetheless, the revaluation deficit drove an IFRS loss of £429 million
(2020: £1,735 million).
Our financial position has improved. Net debt was £415 million lower,
principally arising from disposals completed during the year. Headline
loan to value improved to 39% (2020: 40%), while fully proportionally
consolidated loan to value, including the Group’s proportionate share
of Value Retail debt, was 47% (2020: 46%). Net debt to EBITDA
improved to 12.4x (2020: 14.1x), reflecting both the lower net debt and
the recovery in earnings.
Rita-Rose Gagné
Chief Executive
2021 was always going to be a year of change. We announced a review
of our strategy, portfolio and operating model whilst at the same time
recognising the need to strengthen our balance sheet. The review
showed that fundamentally Hammerson has a unique market position
and considerable opportunities for future value creation. In order to
address that potential, we needed radical change to adapt and thrive.
Our operating environment has changed extensively in the last few
years. Covid-19 accelerated trends impacting how we consume, work
and live. People are engaging with spaces in a new way; at the same
time occupiers are recognising the importance of their physical
channels alongside digital. Our portfolio and offering had not kept
pace with these changes. As a Group, our organisation, culture and
working practices were not forward looking, and our organisational
review identified the need to bring in new talent, to change our
operating model and our culture. We are now focused on new ways of
working, agility, innovation, and ultimately on driving performance.
Our team has shown incredible resilience, commitment and
resourcefulness, and has delivered an improved performance.
This has all been achieved alongside managing the continued impact of
Covid-19 through periods of enforced closure for all but essential retail
and additional restrictions in line with government guidance.
I would like to take this opportunity to thank all colleagues. A lot has
been accomplished. Clear action has been taken and this will continue
to drive the business forward and position it for the future:
– The first half of the year was about stabilising and de-risking
the balance sheet; reducing debt through non-core asset sales
and refinancing
4
Hammerson plc Annual Report 2021
Our strategy
We own flagship destinations around which we can curate and reshape
entire neighbourhoods and city centre spaces. Our new strategy
recognises the unique position that Hammerson has in urban
locations and the opportunities to leverage our experience and
capabilities to create appealing destinations, serving occupiers,
customers and communities.
Our aim is simple and clear - to create total returns for shareholders
through consistent execution against our four strategic elements:
Deliver a sustainable and resilient capital structure
Create an agile platform
Reinvigorate our assets
Accelerate development
Underpinning our strategy is our commitment to sustainability. In a
year where COP26 highlighted the urgency for individuals, businesses
and nations to tackle climate change, our strong commitment to
sustainability was manifested in our issue of the first sustainability
linked bond in the real estate sector. In 2022, we will review our
sustainability strategy in the light of COP26.
Deliver a sustainable and resilient
capital structure
Our strategy review identified that we own and operate unique assets
in some of the fastest growing cities in the UK, Ireland and France, and
hold investments in the best-in-class premium outlet villages. Equally,
we identified assets where we did not see opportunities to deliver a
sustainable return on capital over the long term.
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We continue to re-align our portfolio through a disciplined disposals
programme of non-core assets, re-focusing the Group on a portfolio of
prime urban estates; reducing indebtedness and generating capital for
redeployment into core assets and developments.
We have made considerable progress in 2021, reducing our net debt by
19% to £1.8 billion, extending our debt maturities, and simplifying and
focusing our portfolio. We achieved this through completed sales of
£433 million of assets including minority stakes in Espace Saint-
Quentin and Nicetoile in France, and a collection of non-strategic
retail and commercial properties in the UK.
This work continues and since the year end, we have completed the
sale of Victoria, Leeds for £120 million, and expect to complete the sale
of Silverburn, Glasgow for £70 million, at our share, by the end of
March. On a pro forma basis reflecting these post year end sales, net
debt reduces to £1.6 billion and headline LTV to 37%.
In a first for the real-estate sector, in June 2021, we successfully issued
a €700 million sustainability-linked bond with a six year maturity
period and a 1.75% coupon. With the proceeds of sales and this issue,
we refinanced near term debt maturities, repaying the €500 million
2022 and 53% of the €500 million 2023 bonds, and £297 million of
private placement notes. These actions have materially extended and
de-risked our maturity profile.
At 31 December 2021, the Group had liquidity, in the form of cash
balances and undrawn RCFs, totalling £1.5 billion and has no
significant unsecured refinancing requirements until 2025 not
covered by existing liquidity.
Winter Bar – The Oracle
www.hammerson.com 5
Chief Executive's statement continued
Create an agile platform
At the start of the year, Hammerson was at an inflection point and we
needed to reset the organisation to be more efficient and effective.
Our operating model was dated, fragmented and too costly, and our
decision making was overly bureaucratic. Creating an agile platform is
about a shift to a high performance culture and a leaner, flatter, more
empowered, asset-centric and customer-focused organisation.
Our strategy is to continually evolve our skills and capabilities
to respond to the changing needs of our occupiers and customers,
and the environments in which we operate; to create a more efficient
organisation with more decision-making power for the teams closest
to our assets and customers; to build new skill sets and strategic
partnerships; and to increase the digitalisation and automation
of our business.
Our organisational review identified the need to strengthen our
leadership and capability in a number of key areas. I was pleased to be
joined by Himanshu Raja, CFO, who brings a wealth of experience in
transformation and in operating in UK listed plcs, and Harry Badham,
Chief Development and Asset Repositioning Officer, who has a strong
track record in urban regeneration as we look to reinvigorate and
reshape our prime urban estates and adjacent development land to a
greater mix of future uses.
During 2021 we also implemented a new operating model which is
already delivering results, reducing layers of management to create a
flatter structure centred on our assets. Sadly, these changes resulted in
a number of colleagues leaving the Group over the financial year.
Combined with a higher than usual level of voluntary turnover, this
meant headcount was down 18% over the year. Further changes will
occur as the portfolio evolves through disposals and reinvestment.
At the same time, we have taken the opportunity to bring the business
together in a more connected way, with greater empowerment and
accountability. We have brought in new talent and future-focused
skills and capabilities. This will help us realise the full potential of our
destinations and achieve greater value creation and performance in
the future.
Reinvigorate our assets
We have some of the best assets in the very best prime city centre
catchments, and, due to the strong ties we have in the communities in
which we operate, supportive local authorities. There are near term
opportunities to grow income and significant opportunities for
repositioning these assets in the medium term. We will do this by
maximising income through optimising use of space including: the
repurposing of department stores; redeveloping under-utilised space
to alternative uses; curating new and engaging spaces; and attracting
new occupiers and services.
My experience from other international markets inspires me when I
think about the future of our destinations. Creating a more asset-
focused portfolio and changing the makeup of occupiers to a broader
mix of uses is a real opportunity. This is already happening.
In 2021, a key focus of our teams was reviving the leasing pipeline. We
had a busy year signing 371 leases, 70% more than in 2020 and broadly
in line with 2019. In value terms, we secured £24.7 million in 2021,
150% higher than in 2020, and 27% higher than 2019.
Net effective rent for principal deals was 11% below ERV; there has
been a noticeable difference in the negotiating tension across our
portfolio, and a clear improvement in the second half, as shown in
Table 1. The UK remains the most challenging and fast-moving
market, while France continues to exhibit stability and even some
growth, and the fundamentals in Ireland remain strong.
We also continued to sign temporary leases of less than one year
and we signed 109 short-term leases in 2021. These help to maintain
vibrancy at our destinations, trial new concepts, mitigate potential
annual vacancy costs of approximately £6.5 million, and allow
time to secure a longer term lease with the best occupier for
each destination’s catchment.
Table 1
H1
H2
Principal
Temporary
Total
No. of
deals
Leasing
activity
£m
NER vs
ERV %
Headline rent
vs previous
passing rent
127
135
262
109
371
9.6
13.5
23.1
1.6
24.7
-18%
-5%
-11%
-61%
-18%
+4%
-6%
-2%
-44%
-7%
Bicester Village
6
Hammerson plc Annual Report 2021
Iconik urban food market - Italie Deux
We will forge new partnerships,
try new concepts, create new
customer experiences, and tap
into new sources of revenue
to generate future growth for
the business.
To be successful, our destinations need to attract the best
occupiers and provide an engaging offer for customers with greater
entertainment and social spaces and a broader range of occupiers -
including healthcare, wellbeing and education partners - to deliver
experiences that are hard to get online. To support this, a new
leasing approach has been taken in 2021, with 69% of principal
leasing to restaurants, leisure, services and non-fashion brands.
In fashion, our focus continues to be on best-in-class brands and
exciting new concepts.
A more targeted and appealing offer to our customers, communities
and local industry will create the most connected and vibrant places.
We will forge new partnerships, try new concepts, create new
customer experiences, and tap into new sources of revenue for the
future. We have started to see a more symbiotic relationship between
physical and digital commerce – recognition that it is not an either/or
situation and that customers want both.
For example, in 2021:
– We commenced the repurposing of the former Debenhams
department store in the Bullring, Birmingham, for a new
consolidated Marks & Spencer with food, clothing and home offers.
Moving from the High Street, it will open in late 2022/early 2023. In
2023, TOCA Social will introduce its immersive sports-led
entertainment experience to the upper levels
– At Dundrum Town Centre, Dublin high-end specialist grocer
Donnybrook Fair opened an extensive food hall and restaurant that
also delivers culinary masterclasses and events. Supplementing
Brown Thomas moving into part of the former House of Fraser,
JC Penney has taken the remaining former department store space,
upgrading its in-centre offer and giving us opportunity to repurpose
the existing footprint
– We also continued to partner with digital native brands – those
having started their journey online and taking their first steps into
physical – and helped them grow their consumer visibility. Two key
successes this year were Kick Game in the Bullring, Birmingham
and Colonel Moutarde in Les Terrasses du Port, Marseille.
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Sales and footfall
Our focus on activating our destinations and partnering with
ambitious occupiers has seen footfall in our UK destinations recover
steadily over the year: Q3 vs Q2 was up 15% points and Q4 vs Q3 was up
a further 4% points. Ireland had some partial restrictions in the latter
months of the year but despite this, footfall for H2 was up 33% points
vs H1. Even with lockdowns in the early part of 2021 and vaccine
passes introduced in August, France saw a similar recovery with
footfall in Q4 +5% points vs Q3.
Sales during the year showed encouraging trends, reflecting higher
spend per visit and larger basket sizes, particularly in the UK where
Q3 and Q4 sales were 98% and 97% of 2019 levels, respectively.
Strong category performers throughout 2021 included jewellery
and sportswear.
Occupancy and passing rent
Maintaining this vibrancy, even in a challenged environment, meant
Group flagship occupancy levels remained robust at 96%, compared to
95% at the beginning of the year, and up from 93% at the half year.
Occupancy at UK destinations at the end of 2021 was 94%, Ireland
98% and France 96%. There is a significant opportunity to drive
incremental income from leasing up lower value space to new
occupiers and uses.
Group passing rent at 31 December 2021 was £215 million, £55 million
lower than at the start of the year. £40 million of this reduction related
to properties sold in the year, principally UK retail parks. On a
like-for-like basis, Group destinations were 4% lower, with the UK
being -6%, France -1% and Ireland -2%.
Collections
Over the course of the year, we continued to support our occupiers,
especially during periods of closure. During the third Covid-19
lockdown in the UK and Ireland, in early 2021, we offered occupiers
50% rent free for the period of closure, with some exceptions for
businesses who were able to continue to trade strongly.
We rigorously reviewed our collections process and implemented
improvements including enhanced reporting, which enabled us to
maximise and drive collection rates higher as the year progressed.
For FY20, based on billable rent, the Group rent collection rates
currently stands at 99%; for FY21, 90%. FY21 collections for the
UK are 90%, with Ireland at 95% and France at 86%. We have been
open and fair with our occupiers during the pandemic but we have
not hesitated to resort to legal proceedings where our approach has
not been reciprocated.
Value Retail
The restrictions imposed in the early part of 2021 saw the temporary
closure of all but one of the Villages and impacted income in the first
half of the year due to prevalence of turnover rents. However, during
this period, brands continued to take space in the Villages with 120
leases signed, demonstrating the continued popularity of the premium
outlets sector. Isabel Marant and Jil Sander opened in Bicester and
Dolce & Gabbana opened a fully refitted flagship boutique in Fidenza,
all in the first half of 2021. Overall, Value Retail signed 288 new leases
in 2021, and occupancy remained strong at 96%.
Domestic customers continued to remain loyal to the Villages with
footfall of 26.9 million which was 23% above 2020 levels and 30%
down on 2019 footfall. Brand sales saw recovery with €2.3 billion, 32%
above 2020 levels.
Adjusted earnings were negative £2 million at half year but have
recovered substantially in the second half of the year to finish at
£15.9 million. This is primarily due to an increase in gross rental
income driven by restrictions being lifted across Europe, and the drive
to encourage domestic customers to the Villages, including virtual
shopping. At 31 December 2021, the Group’s interest in Value Retail’s
property portfolio was just under £1.9 billion and the net assets were
£1.1 billion. The variance is principally due to the amount of secured
debt within the Villages, with the average LTV across the Villages
being 41%.
www.hammerson.com 7
Our 2021 environmental targets were set against a 2019 baseline as the
most recent normal operating year. Overall, carbon emissions fell by
17% in the year compared to 2019, reflecting the energy savings we were
able to make in the second half of the year when our assets reopened
and we were able to complete energy efficiency projects.
Table 2
Proportionally
consolidated basis
Carbon emissions
(mtCO2e)
Energy demand
(MWh)
Water demand
(m3)
2021
2019 Reduction
2021 target
reduction
9,928
11,928
-17%
-17%
51,911
58,312
-11%
151,053
236,887
-36%
-8%
-7%
Our social impact work has delivered a strong programme of events
with the use of available space for social enterprise and local initiatives.
This resulted in 2021 in £2.0 million of investment through cash and
in-kind donations. The exhibition celebrating the history of the
Windrush generation in one of our units at the Whitgift Centre,
Croydon proved to be particularly uplifting for the local community.
As the world transitions to a zero-carbon economy, it is essential that
we continue to understand the implications this has for the Group’s
business and its wider stakeholders. Hammerson’s long-standing
sustainability strategy has put it in a strong position to respond to the
forthcoming challenges. We will work actively with our occupier
business communities to make further progress where energy
consumption is not within our control.
Further details are in the Sustainability section on pages 16 to 21.
Outlook
The major changes across the consumer and occupier landscape mean
it is an exciting time to be in real estate. We are anticipating and starting
to set new trends in how physical space is used in Europe’s major cities
within our portfolio. Hammerson has a unique opportunity to be part of
shaping future cities and transforming urban spaces.
We are a stronger business today. We have developed a robust strategy
to take advantage of future opportunities. We will further strengthen
the balance sheet by continuing to simplify the portfolio, as well as
generating capital for reinvestment.
We are focused on: reducing vacancy and void costs; repurposing space;
delivering a mix that occupiers and customers demand; and unlocking
value from the development opportunities in the portfolio. By
continuing to execute our strategy, we will continue to build a better
business, and that will deliver value for shareholders.
When I joined, I was excited by the assets and how these can be curated.
I am even more certain now that we have a unique opportunity to shape
our cities and contribute positively to our communities.
This has once again been a busy year, and also one of great progress
against our strategic priorities. I want to thank our investors, the Board,
colleagues and all our stakeholders for their continued support as we
continue to deliver our strategy during 2022 and beyond.
Rita-Rose Gagné
Chief Executive
Chief Executive's statement continued
Accelerate development
By driving excitement and placemaking we create an amazing platform
to enable future successful development and city-centre regeneration.
In the short term we are focused on where we can unlock value and
enable development, especially where this can complement our
existing assets.
During 2021, we completed the expansion of Italie 2, Paris, with Italik,
creating a new restaurant and food pop-ups offer in the heart of Paris.
The major extension to Les 3 Fontaines, Cergy will open in March
2022, currently more than three quarters pre-let and with the District
Food Court already fully occupied and operating.
We have just over 100 acres of land ownerships and we are progressing
detailed feasability studies for mixed-use developments, largely
adjacent to our existing retail destinations.
Today this land promotion portfolio can be roughly divided into three:
– First, four near term projects – Martineau Galleries, Birmingham;
The Goodsyard, London; Dublin Central; and Grand Central,
Birmingham – where we are either well advanced on detailed
planning, or able to achieve rapid progress. Progressing these
projects in the near term to a point where they are genuinely ‘ready
to go’ development opportunities will create significant value and
optionality about how we take them forward and/or look for
liquidity opportunities
– Second, projects like Dundrum Village, Dublin; Eastgate, Leeds;
Bristol Broadmead; and Croydon which are largely at earlier
feasibility and planning stages, and therefore more mid-term
prospects in terms of value creation and liquidity
– The strategic land in Swords is more long-term in nature
These projects offer the potential for us to become one of the
leading city regeneration developers, creating lasting concepts
and retaining long term custodianship using our placemaking
and operational expertise.
Sustainability
Whilst the operation of our assets in 2021 continued to be impacted
by the pandemic, we remained focused on our strong sustainability
platform to deliver benefits to our stakeholders. In the first half of the
year, we connected the Thassalia geothermal system to Les Terrasses
du Port, Marseille, and in the second half, we installed solar panels,
LED lighting and atrium vents in Dundrum Town Centre, Dublin.
In the UK we continued with our roll-out of smart metering. All our
projects led to a reduction in carbon emissions.
We are a stronger business today.
We have developed a robust
strategy to take advantage of
future opportunities. We will
further strengthen the balance
sheet by continuing to simplify the
portfolio, as well as generating
capital for reinvestment to enable
us to unlock the potential in our
estates.
8
Hammerson plc Annual Report 2021
Our business model
Purpose
Strategic elements
S
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We are an owner,
operator and
developer of
sustainable prime
urban real estate
R
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Create
an agile
platform
Acceler a t e
developm e n t
Sustainab i l i t y
How we create value
We curate, manage and develop prime
urban estates, shaping the future and
transforming spaces for generations to come
Our asset-centric and customer-focused approach seeks to deliver
value for all of our stakeholders through recycling capital to
constantly improve our destinations for occupiers and customers
in order to grow income streams for our investors
For more information
see page 10
Our key stakeholders
Occupiers
Customers
Colleagues
Communities
Partners
Investors
We create a platform
that fosters success for
a diverse and evolving
mix of occupiers
to deliver
unrivalled customer
experiences and thrive
We create vibrant
destinations through
continually evolving the
mix of brands
and experiences
through placemaking
and events that appeal
to a broad range
of customers
Our colleagues are
fundamental to
achieve our strategic
goals. We support our
people and empower
our operations teams
to deliver best-in-
class customer
service, championing
a diverse culture
where everyone can
thrive
We continually strive
to make a positive
difference to the
communities in
which we operate
We strive to be a
responsible partner
with a wide range of
partners that enable
us to deliver our
strategy
We have a broad
range of institutional
investors and private
shareholders.
We actively engage
with them throughout
the year and undertake
regular communication
to ensure they
understand the
performance of
the business
For more information
see pages 56 to 58
The Company's s172(1) statement
can be found on page 58
www.hammerson.com 9
Our strategy and priorities
In 2021 we undertook a thorough strategic and operational review.
Championed by a new leadership team, we developed new strategic
elements which put our assets and customers at the heart of our
business, and we have started to reshape the organisation to create an
agile platform. Growth will come from repositioning our assets and
unlocking value by accelerating development.
We will invest in our digital capabilities to deliver an enhanced
customer and occupier offer and drive efficiencies through automation
and enhanced data analytics.
We will deliver a sustainable and resilient capital structure, realising
capital for reinvestment by realigning our portfolio to core city centre
assets fit for the future. Investing in reinvigorating these assets with
the right mix of occupiers and experiences, and combined with
exceptional placemaking, will enable us to build stronger relationships
with our occupiers and customers. Over the long term, with disciplined
execution, and combined with unlocking value by accelerating
development opportunities within our portfolio, this drives sustained
growth in cash flows and total returns, which can be crystallised and
reinvested in our business, starting the cycle again.
This can only be delivered through an agile, collaborative, high
performance culture that retains and attracts the best people and
embraces opportunities to positively impact the communities in which
we operate.
Progress in 2021
Focus for 2022
Assess capital to reduce debt and reinvest. £120m already completed from
the sale of Victoria, Leeds
Start to deploy capital into the existing portfolio - repositioning,
consolidating, accelerating development - to balance earnings and NTA
dilution from disposals
IG Credit Rating reaffirmed – Moody’s ‘negative watch’ removed in
February 2022
Clear remaining SIIC obligations arising from the disposal of Italie Deux with
scrip dividend, Board intends to return to cash dividend in 2023
Anticipate 15-20% reduction in gross administration costs by 2023 from
2019 base
Further investment in new skills and talent
Continue development of a culture of high-performance and accountability
Encourage initiative with a fail fast mindset
Accelerate automation and digitalisation of business processes to further
increase efficiency
Further improvement on rent collections on the path towards normal levels
Build on leasing momentum in 2022
Overall, clear strategic leasing focus on shifting mix and reducing vacancy,
thereby maintaining vibrancy and minimising void cost
Focus on placemaking through improved customer service, strategic
partnerships and evolution of occupiers
Continue to attract and support new occupiers
Identify and start to engage with potential strategic partners
Deliver a
sustainable
and resilient
capital
structure
Net debt reduced from £2.2bn to £1.8bn
£503m of disposals of UK non- core assets and French
minority interests exchanged or contracted
Issue of €700m 1.75% Sustainability-linked bond, the
first in the sector
Redeemed €500m 2022 bond and 53% of
2023 €500m bond
£297m of private placement notes repaid
£415m RCF maturing in 2022 refinanced to £200m of
facilities maturing 2024 (3+1+1 year)
No significant Group debt maturities until 2025 not
covered by existing facilities
Create an
agile
platform
New leadership: CFO and Chief Development and Asset
Repositioning Officer
New asset-centric and customer-focused organisation
Improving speed and efficiency of key business
processes: leasing; collections; procurement
Reinvigorate
our assets
Rent collection recovering, FY21 at 90% and FY20 at 99%
Strong footfall recovery in second half of the year,
particularly when restrictions were relaxed
Encouraging leasing volumes: 371 leases exchanged
– more than one per day, 70% higher than 2020
Temporary leases used to fill vacancy, c. £6.5m of
vacancy costs avoided
Occupancy improved to 96%: 94% UK; 96% France;
98% Ireland
Leasing targeted to the right categories, 69% of leasing to
F&B, leisure, services, non-fashion
Increasing focus on digital brands – white-boxing in the
UK and launch of Co-Lab in France, a fully fitted-out
shop to welcome brands to test their concept
Department store repurposing underway - Bullring;
Italie Deux; Dundrum; Croydon
Pace of valuation decline slowing, France stable, as pace
of income decline slows and investment markets gain
confidence in stabilised income streams. Reflected in
narrowing leasing spreads in H2
Delivered new and exciting events programme,
attracting and delighting our consumers
Accelerate
development
Italik expansion at Italie Deux completed
Planning achieved for majority of landmark
redevelopment at Dublin Central
Les 3 Fontaines (Phase I) opened – District food court a
notable success
Planning consent for stand alone 100+ unit residential
development at The Podium, Dundrum
Les 3 Fontaines (Phase II) extension on track for opening in March 2022
Continue securing outline, detailed and hybrid planning consents across the
regions we operate in for both strategic development sites and existing assets
Deploy capital into four near term land promotion projects to create value
and optionality:
– The Goodsyard, straddling Shoreditch High Street station
– Martineau Galleries, adjacent to future Curzon Street HS2 station in
Birmingham
– Dublin Central, intersecting upmarket Henry Street retail district with
iconic Georgian O’Connell Street frontage
– Grand Central, astride Birmingham New Street station with significant
workspace potential from void department store space
Identify sector specialists where appropriate, with potential to enter
partnerships to maximise individual site and asset opportunities
Develop and obtain feasibility studies, land draw down, and initial planning
consents on other sites to secure value for minimum spend
10
Hammerson plc Annual Report 2021
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Market overview
Economy
Consumer
Real estate market
Fast growing cities
Hammerson is uniquely
positioned in some of the
fastest growing cities in the UK
& Ireland - population growth
from 2022-2032: London c.8%,
Dublin c.7%, Bristol c.5%,
Southampton c.5%
France - continued social and
economic reforms key to longer
term growth prospects
Ireland - post Brexit
multinational business
relocations will help underpin
continued economic growth
Positive economic
forecasts1
GDP % p.a.
2022-32
Consumer
expenditure %
p.a. 2022-32
UK
France
Ireland
1.7%
1.3%
1.7%
1.7%
1.1%
1.7%
Hybrid working
Recent surveys show that 73% of workers want to work in the office
all or most of the time, demonstrating the importance of the
workplace experience2
City living
Total demand for city properties has increased by 34% for sales and
46% for rental over the last two years as people return, following an
initial flight from cities at the start of the pandemic3
Younger and more experiential
55% of Gen Z enjoy browsing shops and often prefer it to online4,
with over 50% of online spend influenced by a physical store5
50% of Gen Z are interested in retailers offering more
immersive shopping experiences, such as personalised
studios or interactive experiences6
Convenience and logistics
90% of consumers say that they spend more when brands offer
seamless and flexible payment options that speed up their decision-
making7
Rapid growth in adoption of ‘Quick Commerce’ delivery services e.g.
Gorillas, with 13% of consumers already using these services8
Leisure and wellness
Between 2019 and 2030, leisure and catering spend is expected to
grow by 36% and 40% respectively versus non-grocery in-store
spend, which is expected to grow by 1% across the same timeframe9
The health and wellness industry is set to grow at a rate of 5-10% per
annum (worth £23 billion in 2020)10
Sustainability
No new petrol or diesel cars to be sold in the UK after 2030 with
Europe to follow shortly after
Increased importance of public charging facilities. 94% of all
electric vehicle owners say they would visit a retailer or service
provider more if they offered charging facilities11
Investment activity in UK retail assets
increased in 2021, albeit remaining
below historical levels
Build to Rent will continue to perform
well as an asset class; with investment
volumes expected to increase by 65%
in 2022 and offices will see a return to
pre-pandemic leasing levels. As with
the rest of Europe, hotel demand not
expected to return until 202412
In France the market is mainly
dominated by domestic investors.
Limited investment activity in 2021
Rents to stabilise in 2022. The
performance gap between primary
and secondary assets will continue
to widen
Record investment in residential
assets in 2020 and 202113
Office sector rebounded in 2021 and is
expected to continue to do so in 2022
Strong demand from new retail
entrants continues to support
performance of primary locations
Logistics, office, healthcare, and
residential are expected to be leading
investment sectors in 2022
Strong Build to Rent demand
supported both stable occupancy and
high rent collection rates throughout
the pandemic
How do we respond?
– Targeted disposals to focus on key cities with the strongest population and economic growth
– Consumer led insight to identify key trends in work, leisure and lifestyle to develop demand led propositions
– Repurpose large ‘legacy’ anchor operators by increasing the mix of leisure, F&B and services, and alternative uses e.g. workspace opportunity
at Grand Central, Birmingham
– Introducing new exciting leisure occupiers appealing to younger consumers e.g. TOCA Social at Bullring, Birmingham
– Leverage key city centre locations to capitalise on rapid growth of ‘quick commerce’ and logistics
– Continued focus on placemaking to improve customer experience
– Further develop technology to enhance understanding of our consumers and support our occupiers e.g. CCTV artificial intelligence
– Increased number of EV charging bays
1. Oxford Economics; 2. Envoy, Jan 2022; 3. Rightmove, November 2021; 4. Retail Assist, 2021; 5. CACI, 2021; 6. Yahoo, Oct 2021; 7. Global Data, July 2021; 8. IGD, June 2021;
9. CACI, Jan 2022; 10. McKinsey & Wellness Creative, Jan 2021; 11. CACI, 2021; 12. and 13. CBRE
www.hammerson.com 11
Key Performance Indicators
We monitor Key Performance Indicators, or KPIs, to measure our achievements against our strategic
priorities. The KPIs comprise financial and operational measures and during the year, we elevated
three of our metrics to KPIs to better link and align to our strategy. The new metrics are Adjusted
earnings; EPRA NTA per share; and Passing rent which replace Changes in adjusted EPS; Change in
like-for-like NRI; and Occupancy.
Financial KPIs
Chart 3
Chart 4
Chart 5
Chart 6
Adjusted earnings (£m)
Net debt (£m)1
Total property
return (%)2
2019
2020
2021
EPRA NTA per share (p)
214.0
2,843
(5.6)
(3.9)
(3.9)
116
2,234
1,819
1,819
82
6464
80.980.9
(18.3)
36.5
2020
2019
2021
2019
2020
2021
2019
2020
2021
Adjusted earnings is the Group’s
primary profit measure and
reflects underlying profit
calculated based on EPRA
guidelines, factoring in some
Company specific adjustments
as explained on page 102.
Performance
In 2021, adjusted earnings
increased by £44.4 million to
£80.9 million.
The most significant
contributors were: an increase
in adjusted net rental income of
£20.2 million; a £23.4 million
reduction in net finance costs;
and an increase in adjusted
earnings from our investment in
Value Retail of £23.0 million.
These increases were partially
offset by the loss of adjusted
earnings of £14.0 million from
VIA Outlets following its
disposal in 2020 and a
£7.3 million increase in net
administration expenses.
Net debt is the measure
by which we monitor the
indebtedness of our
business, and comprises the
Group’s borrowings less cash
and deposits.
Performance
Our focus on strengthening the
balance sheet drove a
£415 million reduction in net
debt year-on-year.
This was mainly generated from
net disposal proceeds of £425
million, cash generated from
operations of £118 million and
foreign exchange and other
movements totalling
£129 million. These were partly
offset by financing costs and
capital expenditure of £135
million and £97 million
respectively, the former
including debt and loan
facility cancellation costs
relating to refinancing
activity as detailed on page
33 of the Financial review.
The Group continues to actively
pursue a disciplined programme
of disposals to reduce debt
and further strengthen
the balance sheet.
Total property return (TPR)
measures the income and capital
growth of our property portfolio.
It is calculated on a monthly
time-weighted basis consistent
with MSCI methodology.
Performance
During 2021, the Group’s
property portfolio produced
a total property return of-
3.9%, reflecting a capital return
of -7.9% and an income return
of 4.3%.
The TPR for the managed
portfolio was -6.7%, with UK
flagships recording the lowest
return of -10.8% due to the more
challenging occupational and
investment market in the year
compared with France and
Ireland. The strong operational
recovery and resilient valuation
performance resulted in Value
Retail recording a 2.1% TPR.
The successful delivery of
the Group’s new strategy
will drive future total property
returns through disciplined
disposals, reinvigorating our
assets, and accelerating
development opportunities.
EPRA net tangible assets (NTA)
per share is the key metric by
which we measure the net asset
position of the Group, calculated
based on the net asset value of
the Group, factoring in specific
EPRA adjustments, principally
in relation to deferred tax,
divided by the number of shares
at the balance sheet date.
Performance
At 31 December 2021, EPRA
NTA per share was 64p,
compared with 82p at the end of
2020. This reflects a total
accounting return of -14.0%.
Whilst the year-on-year impact
of scrip dividends reduced the
metric by 7p, revaluation losses
across the managed portfolio,
principally arising in the first
half of the year, reduced EPRA
NTA per share by a further 11p.
The positive impact of adjusted
earnings was largely offset by
debt and loan facility
cancellation costs, losses on
disposals, impairments of joint
ventures and dividends.
More in the Financial review on
page 24
More in the Financial review on
page 33
More in the Financial review on
page 31
More in the Financial review on
page 28
1. Proportionally consolidated, excluding premium outlets
2. Proportionally consolidated, including premium outlets
12
Hammerson plc Annual Report 2021
Link to remuneration
The remuneration of Executive Directors
is aligned closely with our KPIs through
the Company’s Annual Incentive Plan (AIP)
and Restricted Share Scheme (RSS).
For 2021 and 2020, the AIP contained the
financial KPIs: change in adjusted earnings
and net debt, plus a cost reduction target
associated with the Group’s reorganisation.
It also contained a target for reductions in
the Group’s CO2 emissions.
The performance against all of the KPIs is
taken into account when considering the
personal element of the AIP along with other
specific objectives.
Further information on page 66
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Operational KPIs
Chart 7
Chart 8
Chart 9
Chart 10
Passing rent (£m)
Leasing activity (£m)1
Global Emissions
(kgCO2e/Common
Parts Area)
Voluntary colleague
turnover (%)
300.8
269.7
214.8
19.4
9.9
24.7
55.4
38.138.138.1
40.040.040.0
15.415.4
10.1
9.7
2019
2020
2021
2019
2020
2021
2019
2020
2021
2019
2020
2021
Passing rent is the annual rental
income receivable from our
properties after rent free
periods, head and equity rents,
car park costs and
commercialisation costs.
Management believe that
currently passing rent is a better
forward indicator of revenue
than NRI, which contains a
number of significant non-cash
accounting adjustments.
Performance
Passing rent fell by £54.9 million
in 2021, of which £39.9 million
was associated with disposals,
principally UK retail parks.
On a like-for-like basis, passing
rent for Group flagships was 4%
lower, with the UK 6% lower
consistent with the challenging
leasing environment,
particularly in the first half of
the year. Passing rent at French
flagships was 1% lower, while
Ireland was 2% lower.
Increasing passing rent through
leasing and improving
occupancy is a key focus for
2022 and will feed directly into
gross rental income.
Our leasing strategy is designed
to improve brand mix towards
winning brands and categories,
and differentiate our assets.
This KPI shows the amount
of income secured across the
flagship portfolio, including new
lettings and lease renewals.
Performance
2021 was an active year for
leasing, as occupiers looked to
secure space in our flagships.
Leasing activity increased by
150% to £24.7 million in 2021.
In total there were 371 lettings,
compared to 218 in the prior
year. For principal leases, the
rent was 11% below ERV and 2%
lower than passing rent.
The average incentive package
for new tenants for 2021 equated
to six months’ rent, only
marginally higher than in 2020.
There was a marked
improvement in agreed rents
relative to ERV in the second
half of the year and this trend
has continued into 2022 with
occupiers looking to secure the
strongest trading locations as
the market recovers.
Reducing carbon emissions is a
key sustainability target. This
ratio measures the amount of
emissions from our properties
and facilities, including
corporate offices. The
denominator is the
common parts area of the
flagship portfolio, which is
the portfolio which generates
the majority of the Group’s
global emissions. This measure
demonstrates our progress in
emissions usage for the floor
areas we manage.
Performance
While we delivered a number of
sustainability projects in 2021,
including new on-site renewable
energy generation, our global
emissions intensity increased
by 5%.
This was due to the impact of
the pandemic as our assets were
open for longer periods in the
second half of 2021 compared
to 2020.
When compared to 2019,
greenhouse gas emissions in
2021 were 31% lower.
More in Additional disclosures
on page 159
More in the Chief Executive’s
statement on page 6
More in the Sustainability
review on page 16 and
Greenhouse gas emissions 2021
on page 173
Our talented people are key to
our success and we strive to
retain, engage and develop them.
We continue to monitor
voluntary colleague turnover,
together with other people
metrics to highlight any
potential signs of demotivation
or other people-related issues
and include both corporate and
centre-based colleagues in
this measure.
Performance
Voluntary colleague turnover
increased to 15.4% in 2021, as
confidence started to return
to the recruitment market.
The impact of uncertainty
created by the organisational
changes in 2021 has also created
some voluntary movement in
addition to reduced headcount
through reorganisation.
Driven by the Group’s new
Chief People Officer, our focus
for 2022 will be increasing our
colleague engagement activity.
This will include a refreshed
colleague forum, an enhanced
approach to surveying colleague
engagement, a review of culture
and values and a comprehensive
career development and
reward framework.
More in Our colleagues on
page 14
www.hammerson.com 13
Strategic report Xxxxxx
Our colleagues
2021 was a year of significant change for the business and colleagues.
The operating environment continued to shift and the ongoing
uncertainty from Covid-19 meant we needed to evolve. Led by a new
leadership team, the organisational review set out to deliver positive
and impactful change by creating a new agile platform and a team that
can continue to adapt in a fast changing world – a Hammerson that is
future-focused.
At 31 December 2021, we employed 426 colleagues across the Group.
273 were based in the UK, 27 in Ireland, and 126 in France. This is a
18% reduction in colleague numbers from 2020.
Creating an agile platform
As we move to an asset-centric and customer-focused model, our
success is driven by supporting our destinations. The organisational
review took a holistic approach to change, including strategy,
colleagues, structure and process. It was the most extensive and
significant organisation change Hammerson has ever undertaken.
From a colleague perspective, the leadership team extensively
reviewed talent and capabilities for both present and future
opportunities. As part of the changes, headcount reduced through
redundancy by 69. In addition, Group voluntary staff turnover
increased from 9.7% in 2020 to 15.4% in 2021.
We have created Centres of Excellence in our support functions to
assist our colleagues. We are introducing new ways of working and
have removed the focus on our geographies to become asset-centric.
The pandemic in many ways accelerated this.
Throughout the year we have been committed to communicating our
changes to colleagues. Regular updates from leadership alongside in
person and virtual Squads (Town Halls) have provided a strong level of
engagement with colleagues for the future direction of the business.
The Hammerson Colleague Forum, which was established in 2019
provided additional engagement between the leadership team and
colleagues. With a new Forum Chair in place and new members, the
focus for the Colleague Forum for 2022 is to ensure higher levels of
colleague engagement to support the delivery of Hammerson's
strategy and ongoing transformation, assist in cascading key decisions
and developing the values while improving a high-performance
culture. Carol Welch is our nominated Non-Executive Director for
colleague engagement, and further information on colleague
engagement is on page 51.
We are also looking outside of the sector to bring in new capabilities
across the business to help accelerate our transformation. In February
2022, Jessica Oppenheimer joined as our new Chief People Officer.
Working closely with the Executive Team to continue to drive change
across all business areas, Jessica will initially focus on further
developing our culture and values alongside business-wide talent
development and succession planning.
Diversity & Inclusion (D&I)
The most successful businesses from both a colleague and value
creation perspective are those that champion diversity. It can deliver
great innovation, a far deeper understanding of customers, and
colleagues develop a more varied range of skills and outlooks as a result.
The changes aim to empower our colleagues closest to our assets and
to our occupiers. The new set up for teams is more than ‘lines and
boxes’. Some reporting lines have changed, but the changes have also
carefully considered how we work, what we will focus on, and what
skills we need. We are creating a mindset for the future.
Continuing on our journey to shape a more diverse and inclusive
culture at Hammerson is a priority for both the Group Executive
Committee and the Board. We are committed to accelerating progress
in this important area and our work over the past 12 months continues
to shape our colleague and D&I strategy.
The change agenda we have undertaken is greater than simply looking
at teams and how we are structured. There was a rigorous look at the
end-to-end processes and how further value can be created.
Considerable simplification of decision making and streamlining of
committees provides colleagues with clear visibility on what needs to
be delivered. A significant number of processes have been radically
improved. A bottom up approach allowed colleagues to consider what
would make their roles easier, more efficient and importantly where
greater value can be created.
Our aim is to work smarter. There were complex processes and
fragmented teams across areas of the business. We have addressed this
and are bringing the business together in a more connected and
efficient way. We are focused on the digitalisation and automation of
Hammerson. We have already simplified many processes by
organising data. We will continue to use technology to automate
processes that help colleagues to work more efficiently both internally,
and over time, develop digital capabilities and propositions for our
occupiers and customers.
Since their formation, our four colleague-led D&I Affinity Groups
LGBTQ+, Race & Ethnicity, Women, and Wellbeing have made great
strides in raising awareness, creating conversations and highlighting
educational resources, sharing personal stories and support around
these important topics.
Events during 2021 organised by the groups included activity to
highlight and celebrate LGBTQ+ history month, Pride, Black History
Month, support for colleagues during Mental Health Awareness Week,
National Stress Awareness week, World Menopause Day, and creating
a period friendly workplace.
A Group Executive member sponsors each Affinity Group to drive
forward further momentum and action on matters of importance to
our colleagues, partners and communities. This is a positive step
forward in our D&I journey.
Twenty Hammerson colleagues also participated in the world’s largest
cross-company, cross-sector mentoring programme to advance
workplace diversity and inclusion with Mission INCLUDE.
The nine month programme supports the personal and professional
development of both mentors and mentees, and creates networking
opportunities and conversations around diversity and inclusion.
We continue to welcome and fully consider all applications
irrespective of gender, race, ethnicity, religion, age, sexual orientation
or disability. Support also exists for colleagues who become disabled to
continue in their employment or to be retrained for other suitable roles.
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Support during Covid-19
From the start of the year, the health and safety and the wellbeing of
colleagues was a continued priority.
When restrictions eased, we supported a safe return to all our
locations in line with government guidance, through an informed,
safety-first approach, coordinated by a dedicated working group.
A colleague guide was produced highlighting support available, with
regular updates from Group Executive Committee members,
alongside sessions to support leaders in managing their teams
through transition.
A colleague questionnaire looking at how teams wanted to work,
shaped new ways of working, including a 3:2, office and asset:home
model. This was based on the importance of collaborating in a physical
working environment and the benefits of enhanced flexibility on
productivity and colleague wellbeing. The Company continues to
evolve its approach to new ways of working.
Colleague wellbeing
Wellbeing continues to be a priority with activity delivered throughout
the year supported by the Wellbeing Affinity Group. To start 2021 a
wellbeing week provided activities, content from colleagues and a
reminder of all the resources and support that is available to
colleagues. Highlights included virtual yoga, a wellness music edit and
Friday Favourites. Given Covid-19 restrictions at the time, these
initiatives supported and connected colleagues virtually.
Other activity during the year included encouraging physical activity
during Mental Health Awareness Week in May, with great walking
routes near our assets shared with colleagues and resources on
Walking Mindfulness. To end the year content was created for both
Men’s Mental Health Month and National Stress Awareness Week.
Since their formation, our four
colleague-led D&I Affinity Groups
have made great strides in raising
awareness, creating conversations,
and sharing personal stories.
Events in 2021 organised by
the groups included a range
of activities to highlight and
celebrate LGBTQ+ history month,
national stress awareness week,
Pride and Black History Month.
Gender representation
The gender representation across the Group as at 31 December 2021
was 223 (52.35%) female (2020: 54%) and 203 (47.65%) male
(2020: 46%). As at 31 December 2021, gender representation at senior
manager level (as defined in the Companies Act 2006) was 1 (20%)
female (2020: 22.22%) to 4 (80%) male (2020: 77.78%). Information
relating to the Board’s diversity can be found on pages 60 to 61.
Gender pay reporting
As an organisation we are clear on our commitment to all aspects of
equality and fair pay and reward is a key element of this. For many
years we have undertaken an internal pay audit to ensure that our
reward practices are fair to all colleagues, particularly those
undertaking like-for-like work.
The results of our 2021 audit continued to demonstrate the fair reward
practices in place. With regard to our UK Gender Pay Gap, the table
below shows the latest data. The mean hourly pay and mean bonus pay
gap have reduced, demonstrating progress has been made. The gap
remains high and we continue to take positive steps to ensure that we
further improve female representation in our more highly paid, senior
management roles over time.
Table 11
Difference in mean hourly rate of pay
Difference in median hourly rate of pay
Difference in mean bonus pay
Difference in median bonus pay
Proportion of male colleagues who
received bonus pay
Proportion of female colleagues who
received bonus pay
2019
2020
2021
42.2% 35.7% 34.9%
30.2% 31.4% 34.7%
73.4% 60.0% 38.6%
50.2% 47.7% 50.1%
94.8% 90.1%
87.1%
92.0% 87.3% 91.3%
www.hammerson.com 15
Sustainability review
With 2021 came COP26, bringing with it a further spotlight on the critical state of our planet and the
need for everyone to play their part in driving change globally. Sustainability and climate change
increasingly play a role in investment decisions. Consumers, partners and future talent also have high
expectations of organisations to take action rather than just setting targets. Hammerson’s sector-leading
approach on sustainability, key to its overall strategy, has continued to deliver reductions in carbon,
water, waste and socio-economic impacts.
The results of our Net Positive sustainability strategy, set out below
and in our 2021 Sustainability Report, demonstrate our commitment
to reducing carbon emissions, bringing down operational costs and
making us a more climate resilient business.
Chart 12
Landlord Carbon Emissions 2015-2021 (tCO2e)
Our Strategy in action
2021 was a year of further progress:
1. One of our key achievements in 2021 was the issuance of our €700
million sustainability-linked bond, linking our sustainability carbon
emission targets with our financial objectives.
2. We became signatories of the BBP Climate Change Agreement in
2019 and published our 2030 transition pathway to Net Zero in
2020. In 2021, landlord controlled operational emissions (known as
Scope 1 and 2 greenhouse gases) reduced by 17% against 2019 on a
proportionally consolidated basis.
3. We expanded our renewable energy capacity with a new
photovoltaic array installed at Dundrum Town Centre bringing our
total capacity to 2.1 MWp, generating over 2.2 GWh of renewable
electricity in 2021 across the portfolio, an increase of 92% on 2019.
4. We connected the Thassalia geothermal system to Les Terrasses du
Port, Marseilles, to provide thermal heating and cooling using power
generated from the sea.
5. Our focus on delivering offset through our value chain enabled us to
deliver water savings for a further 21 occupiers saving an additional
32,500 litres/day. The Oracle, Brent Cross and Centrale became Net
Positive for water in 2020 due to our work, and in 2021 we extended
our water efficiency occupier work to Cabot Circus. Our work is
helping to ensure landlord and occupied areas can remain open
during future potential periods of drought.
6. Total community investment increased from £1.6 million in 2020 to
£2.0 million in 2021 as we made space available in our destinations
to local communities.
7. We used the CRREM tool to create pathways to deliver the
Paris-aligned 1.5C target for 20 of our assets and three
developments to help identify which of our assets, if any, are at risk
of stranding, where our assets would not meet forthcoming
legislative requirements or market expectations.
8. 87% of occupier units are compliant with the 2023 requirement to
be rated E (2019: 62%), as required by the regulatory Minimum
Energy Efficiency Standards. We will now be targeting a B rating for
all units undergoing fit out works.
We outline more on our achievements in our
Sustainability Report 2021, supported by our
Sustainability Data Book 2021.
2021 Key highlights
We reduced our landlord emissions in 2021 by 68% to 9,928 tCO2e
from a 2015 baseline of 30,599 tCO2e when we started our
sustainability programme. Our global energy intensity ratio (which
measures our emissions per square metre of landlord space) was down
by 28% when compared to 2019 due to the continuing Covid-19
pandemic restrictions in the first half of 2021. Chart 12 shows our
year-on-year progress on a proportionally consolidated basis.
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Hammerson plc Annual Report 2021
40,000
30,000
30,599
27,705
20,000
10,000
17,873
11,928
8,539
9,928
2015
2017
2018
2019
2020
2021
Landlord
Our performance for carbon, energy and water has been presented
against a 2019 baseline to provide a more representative view of
our progress in the light of the impact of Covid-19 in 2020 when
our destinations were largely closed or significantly affected by
pandemic restrictions.
Carbon emissions
Energy demand
-17%
-11%
(2021 vs 2020 +16%)
(2021 vs 2020 +9%)
Waste diverted from
landfill*
99%
(2020 99.9%)
Operational waste
recycled*
59%
(2020 57%)
* On a total operations basis
Water demand
-36%
(2021 vs 2020 +100%)
Invested in local
socio-economic projects*
£2.0m
(2020 £1.6m)
The increases in carbon emissions together with increases in energy
and water demand compared to 2020 are primarily due to there being
fewer Covid-19 restrictions during 2021. Our destinations were still
only open to the public on average for eight months of the year and
increased ventilation rates, for example, meant our carbon emissions
were higher compared to the previous year.
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Our reporting
Our sustainability reporting complies with both GRI Core
Standards and the EPRA Sustainability Best Practice Reporting
Gold Standard. Key metrics reported under these standards are
included in our non-financial disclosures in the 2021 Data Book
published on the EPRA website via the EPRA Sustainability
Reporting database.
Our full Net Positive, EPRA and GRI compliant data is
shared in our Sustainability Data Book 2021. Further
details of our basis of reporting can be found in
Hammerson Basis of Reporting 2021.
Industry Benchmark Performance
We maintain consistently high scores across all benchmarks we
participate in. During 2021, our GRESB score increased from
78 to 85 and we maintained a AA score for MSCI.
GRESB
MSCI
Sustainalytics RobecoSAM
AA
10.9 Low Risk
CSA/DJSI
Score 72
4 Stars
Score 85
Our targets
Carbon
In 2021 we continued to reduce our landlord and occupier
emissions compared to 2019. We plan to be Net Zero for carbon
by 2030.
Landlord operational emissions
In 2021 we installed a new photovoltaic array at Dundrum Town
Centre, bringing capacity across the portfolio to 2.1 MWp generating
over 2.2 GWh of clean electricity in 2021. On-site renewable electricity
still only accounts for 3% of the landlord electricity demand across the
portfolio and more work needs to be done.
The Thassalia geothermal system uses water from the Mediterranean
to provide thermal heating and cooling at Les Terrasses du Port,
Marseilles. This project was completed in 2021, helping to reduce
carbon emissions at this centre by 68% vs 2019. This has enabled us to
meet the 2039 CRREM decarbonisation target for this centre in 2021.
We continued to rollout LED lighting upgrades in our mall areas in
2021. At Bullring we replaced 707 light fittings, projected to save over
368 MWh annually (7% of the total electricity demand at the centre).
We delivered a similar project at Dundrum Town Centre.
Overall, we delivered a 7% reduction in the energy intensity of the
flagship portfolio in 2021 on a LFL basis compared to 2019.
Occupier emissions
Our 2021 carbon footprint estimated carbon emissions from our
occupiers to be five times more than from the areas we control as
landlords. Following our issuance of our sustainability-linked bond in
2021, we increased our focus on occupier emissions. Environmental
standards are set within our fit-out guidance and we engage with
occupiers through the retail delivery process to improve their stores.
In 2021 we went beyond the mandatory requirements for Energy
Performance Certificates (EPCs) by targeting a B rating which exceeds
the regulatory minimum E rating under the 2023 Minimum Energy
Efficiency Standards. EPCs are used to assess and rate the energy
performance of a building on a scale from A (Energy Efficient) to G
(Energy Inefficient). Through this process our occupiers are already
benefiting from lower energy demand and operational costs for their
units. Our total occupier carbon emissions have fallen by 40% over the
last five years and by 12% in 2021 when compared to 2019.
We are working to increase the quantity of environmental data
gathered each year from our occupiers, improving robustness of our
scope 3 carbon footprint reporting.
Emissions from developments
Carbon emissions from our developments are produced from the
building materials (called embodied carbon) and from onsite activities
in the construction process. Reducing embodied carbon in our
developments through adherence to our standards is a key part of our
sustainability strategy. In 2021, we ensured:
– Early intervention with our supply chain for the extension at
Les 3 Fontaines, Cergy
– Engagement with the design teams working on the developments at
The Podium at Dundrum Town Centre, Dublin Central and
Martineau Galleries in Birmingham, to deliver designs capable of
achieving the London Energy Transformation Initiative (LETI) Net
Zero carbon targets
In 2021 our work in this space was recognised when the Pembroke
Square development in Dundrum Town Centre was Highly
Commended in the Sustainability category of The Royal Institute of
the Architects of Ireland (RIAI) 2021 awards. The development also
achieved a BREEAM Excellent (design stage) rating in 2021.
As our programme begins to grow, we intend to report on embodied
carbon intensity for each of our development projects.
Water
Our goal for 2030
Water replenished or saved from landlord and occupier
consumption and from external projects we support will exceed
water consumed from mains supply for our business activities
We continued to install water-saving technology in some of our
destinations and at Cabot Circus extended our occupier water
efficiency work through supporting projects. We also engaged
organisations beyond our value chain, including schools and
community organisations, and partnered with a local not-for-profit
social enterprise, Ethical Reading, to engage local businesses to take
initiatives to save water, resulting in a reduction of 75,700 litres/ day.
Water consumption has fallen steadily since we started our
sustainability programme in 2015 as set out in the chart below which
has been prepared on a like for like, proportionally consolidated basis.
The significant reduction in 2020 was the result of the closure of our
destinations during the pandemic.
Chart 13
Water Consumption (m3)
335,593
299,775
281,694
236,887
350,000
300,000
250,000
200,000
150,000
100,000
50,000
6,843
151,053
75,679
2015
2017
2018
2019
2020
2021
Landlord
Development
www.hammerson.com 17
Strategic Report Xxxxxx
Sustainability review continued
Resource use
Our goal for 2030
Waste avoided, recycled or re-used will exceed materials used
that are neither recycled or re-used or are sent to landfill.
Our reduction strategy for resource use is focused on waste
management and material in our landlord, occupier and
development activities.
Our design work for our developments was a core activity in 2021. This
included increasing recycled content in material specifications and the
recyclability of buildings at the end of their life.
For operational waste, we continued to work closely with our
occupiers to drive down resource use. Operational waste during
occupier fit-outs is managed down with our mandatory and voluntary
standards for occupiers, and we are working at an asset level to support
occupiers in food waste reduction schemes such as Too Good To Go.
We send remaining organic waste for anaerobic digestion to create
biogas. Our relationship with Globechain aims to facilitate centre
teams and occupiers in repurposing materials. The platform offers
surplus materials and equipment from store strip and fit out or
seasonal display changes, for reuse by others, diverting potentially
useful, valuable items from the waste stream. Across Cabot Circus and
Highcross in 2021 we were able to divert 1.2 tonnes of materials from
landfill, for reuse, up cycling and resale.
Chart 14
Resource use (tonnes)
10,000
8,000
8,539
7,776
6,000
4,000
2,000
5,010
4,145
4,734
3,414
In recognition of the challenges low-income households have faced
during the pandemic, we developed a new financial inclusion strand to
our health and wellbeing work. In Leeds and Barnet, we partnered
with local organisations to support households to improve their
financial capability and wellbeing. Our support enabled households
struggling financially to access wrap-around services, including
emergency debt advice, income maximisation checks, energy advice,
and food and fuel vouchers.
The Teenage Market is an enterprise programme we have delivered
over many years, providing a platform for young people to showcase
their creative talents, selling products and merchandise. During 2021
we were unable to deliver our usual Teenage Market activity and
adapted our young people and enterprise activity through a
partnership with Young Enterprise to deliver a two-day schools
workshop, focused on building key soft skills in young people that
support enterprise.
We also responded to wider trends in socio-economic needs.
Recognising that young people in rural communities are missing out
on vital investment in skills and employment training, we extended
our partnership with the BraveHeart Challenge in Scotland to partner
with a rural school in Aberdeenshire engaging 50 pupils who would
normally not benefit from the programme.
Table 15
Total Community Investment*
Number of organisations that benefited
from Hammerson direct and indirect
contributions
Hours volunteered by Hammerson
colleagues
2021
£2.0m
2020
£1.6m
194
256
2,408
3,304
* Calculated in accordance with B4SI reporting standards.
Stakeholder engagement
Delivering our short-term sustainability objectives and achieving
our long-term targets requires consistent, effective engagement
with our stakeholders. This has been more challenging during 2021
but has included:
2015
2017
2018
2019
2020
2021
– 45 partners completing our Supplier Survey
1,265
one-to-one meetings
– Meetings with six investors or advisors through
– 194 community groups benefitting 22,283 local people
– Engaging colleagues through townhall ‘Squad’ meetings and
through regular team meetings
More on our stakeholder engagement work on
sustainability in 2021 is provided in our Sustainability
Report.
Landlord
Development
Socio-economic impacts
Our goal for 2030
We will make a measurable positive impact on socio-economic
issues relevant to our local communities beyond a measured
baseline.
2021 continued to be a challenging time for our communities. Our
strategy has always been to maintain strong relationships with local
stakeholder organisations within our communities and these
relationships have proved vital to shaping new ways of delivering
socio-economic benefit.
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Our work towards reducing our carbon footprint has positioned our
assets well in terms of responding to transition risks with investments
in onsite renewables and energy-efficient technologies such as
removing gas from our landlord spaces. Overall, we delivered a 7%
reduction in the energy intensity for our portfolio on a like-for-like
basis in 2021 compared to 2019.
Looking ahead, our development pipeline design teams are targeting
Net Zero carbon and adopting Passivhaus principles in all their work.
A review carried out in 2019 confirmed our portfolio to have low
exposure to the physical impacts of climate change, a view supported
by our Sustainalytics rating, with the most significant impact coming
from more extreme summer peak temperatures.
Our Managing Climate Risks report outlines our approach,
governance, risk matrix and response to TCFD. You can find
more on our climate scenario work delivered in 2021 of
this Sustainability review
Streamlined Energy and Carbon
Reporting requirements (SECR)
Having reported mandatory GHG emissions since 2013, we were
pleased to see SECR carbon and energy reporting requirements
extended to more businesses in 2019, offering greater transparency
and availability of data. Our GHG emissions are reported on page 173.
Our full energy and carbon reporting which covers all SECR
requirements is set out in our Sustainability Data Book
2021. Please also refer to our Basis of Reporting in our
separate Sustainability report.
Charitable activities
Hammerson has long standing relationships with a range of charities,
many of which have been hard hit these last two years. We are aware of
the importance of maintaining our support and keeping in place our
community bursary at asset level and extending our UK colleague
charity partnership with The Outward Bound Trust by a further year
to offer stability. We have remained committed to supporting our
employees making a positive difference to communities through
charitable fundraising and have retained our employee match funding
for any fundraising undertaken.
Our focus in 2021 was to support these long-standing charities and we
received fewer ‘adhoc’ requests from other charities that are not
connected to a Hammerson colleague, corporate or asset charity
bursary partner.
Community fortnight
Community Day has always been a popular part of the Hammerson
corporate calendar. We changed our approach to Community Day in
2020 when we introduced ‘Community Fortnight’ to accommodate
the restrictions of the pandemic. We maintained this approach in
2021 with the participation of 236 colleagues across the Group. In
the UK and Ireland, the Community Fortnight challenge involved
colleagues walking, cycling or running the distance between all
Hammerson destinations and offices. We made a donation to
The Outward Bound Trust (UK employee charity partner) and
three Ireland flagship charity bursary partners for each mile or
kilometre covered by our colleagues during the challenge. In
France, colleagues participated in a similar event, raising funds
for “Octobre Rose”, the national association increasing
awareness of breast cancer screening for women.
Table 16
Charitable donations (£000)
2021
129
2020
173
Managing climate risk
Hammerson responded early in 2020 to the TCFD recommendations.
Table 17 shows where to find more on our response to each
recommendation. Our ability to report early in line with the TCFD
recommendations was an endorsement of the proactive, forward-
looking stance Hammerson has taken on climate change.
Climate scenario planning delivered in 2021 with the support of
third-party consultants enabled us to identify 12 key risks (a number
potentially crystallising well beyond 2025) and 13 key opportunities
for our business. We also developed a bespoke training programme
for our Executive and Non-Executive Directors, ensuring those
leading our business both understand the risks and opportunities
presented by climate change and are able to respond to
climate-related disclosure requirements.
www.hammerson.com 19
Strategic Report Xxxxxx
Sustainability review continued
Our response to Task Force for Climate-Related Financial Disclosures (TCFD)
We have embraced the TCFD recommendations since 2018. For 2021 we have published a new Managing Climate Risks report,
which covers our approach to risk, and provides our response to the TCFD recommendations. We have published this report on our
website, www.hammerson.com, such that readers will be able to read it alongside our fuller Sustainability Report (also available in the same place).
When read together, these two documents will provide a comprehensive overview of the Group’s position on sustainability and climate change.
The table below provides headline points in response to the TCFD recommendations and provides links to further information in our Managing
Climate Risks Report, our 2021 Sustainability Report and our 2021 Annual Report and Accounts.
We have considered our 'comply or explain' obligation under the UK's Financial Conduct Authority's (FCA) Listing Rules, and confirm that we
have made disclosures consistent with the TCFD Recommendation and Recommended Disclosures in our Managing Climate Risks Report. Table
17 below summarises our compliance in relation to the TCFD’s eleven Recommended Disclosures and further detail can be found in our Managing
Climate Risk Report. We will continue to refine our approach in line with the FCA's requirements.
In our assessment of the risks under the TCFD requirements, we did not identify any material financial impacts on either the 2021 financial
position or income statements. Additionally, we did not identify any material impacts which would affect our going concern statement. We will
continue to review the risks for new impacts each year as part of our standard sustainability governance.
Responding to the TCFD Reporting requirements
Table 17
Requirement
Progress
1 Describe the Board’s oversight of climate-
related risks and opportunities.
The Board collectively has overall accountability for climate risk and wider
sustainability matters which are also addressed by the Group Executive Committee
(GEC). The GEC responsibility for climate-related risk resides with the Chief
Financial Officer (CFO) who is responsible for delivering the strategy.
Pages 50 to 61 of this report and Section 1 of our Managing our Climate Risks
Report 2021.
2 Describe management’s role in assessing and
managing climate-related risks and
opportunities.
Asset plans, risks and targets are monitored by the GEC. The Group Management
Committee and the Group Investment Committee ensure that a sustainability
culture is embedded in the Group’s activities. The Director of Audit, Enterprise Risk
and Sustainability connects operations with the management of climate change risk.
Page 37 of this report and Section 1 of our Managing our Climate Risks Report 2021.
3 Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long-term.
The Group performed a series of steps in 2021 to assess and plan for climate change
risks: 1. Identification of specific physical and transition risks; 2. Physical risk deep
dive; and 3. Stranding risk.
4 Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy and financial planning.
5 Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2oC or
lower scenario.
6 Describe the organisation’s processes for
identifying and assessing climate-related risks.
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Page 40 of this report and Section 3 of our Managing our Climate Risks Report 2021.
A commitment to mitigate or manage climate risks which threaten strategic
objectives underpins the Group’s strategy. Following our work in 2021 to identify
risks and opportunities we will enhance our sustainability strategy to mitigate the
high risks and exploit any opportunities. Further enhancement of Group strategy,
where necessary, will come from its detailed assessment of physical risk, which
continues in 2022.
Section 4 of our Managing our Climate Risks Report 2021.
The Group has reviewed its climate risk for three separate scenarios - 1.5, 2 and 40C
increase, the first two of which are relevant to TCFD. For the first scenario (Steady
Path to Sustainability), risks are assessed as materialising steadily through the 2020s
with a generally slow onset, such that the Group can adapt its strategy accordingly.
For the second scenario (Late Policy Action), risks are assessed as crystallising in
quick succession in the early- to mid-2030s. Almost all the risks have a higher impact
and likelihood under this scenario.
Section 4 of our Managing Climate Risks Report 2021. Full climate change scenario
report available on request.
The Group has an overall risk management framework for all operational, financial,
reputational and regulatory risks, which allows the Board to identify, assess and
manage the Group’s key risks. Short, medium and long-term risks are also identified
using our sustainability risk framework, taking into account economic, regulatory
and scientific changes.
Section 2 of our Managing Climate Risks Report 2021.
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Requirement
Progress
7 Describe the organisation’s process for
managing climate-related risks.
The GEC and Board have oversight of climate-related risks. The Positive Places
Operations and Development Working Groups (chaired by the Sustainability Team)
feed into the Director of Audit, Enterprise Risk and Sustainability to ensure that the
right mitigations are in place to manage those risks and that these are incorporated
into annual asset business plans.
Sections 2 and 5 of our Managing Climate Risks Report 2021.
8 Describe how processes for identifying,
assessing, and managing climate-related risks
are integrated into the organisation’s overall
risk management.
Our climate-related risks are fed into the Group’s Risk Framework, and our response
is managed by our senior-level Governance structure for climate-related risks. More
work needs to be done in this area to formalise the overall risk management
framework.
Page 37 of this report and in Sections 1 and 2 of our Managing Climate
Risks Report 2021.
9 Disclose the metrics used by the organisation to
assess climate-related risks and opportunities
in line with its strategy and risk management.
The Group uses a range of metrics to assess exposure to short-term climate related
risks and opportunities including energy consumption in kWh and Scope 1, 2, and 3
carbon emissions. The Group plans to enhance metrics and targets for risks and
opportunities identified in 2022.
10 Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions, and
the related risks.
11 Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets.
Section 4 of our Managing Climate Risks Report 2021.
We report extensively on our Scope 1, 2 and 3 emissions.
Pages 173 of this report and our separate Sustainability Data Book 2021.
Each year we set annual, like-for like and absolute targets for the business, shaped by
medium and long-term goals.
Sustainability Report 2021 - Section 1.4 Performance against 2021 targets and
Section 1.6 Our short, medium and long-term targets.
www.hammerson.com 21
Financial review
Himanshu Raja
Chief Financial Officer
Overview
Our financial focus for 2021 has been on strengthening the balance
sheet to put in place a sustainable and resilient capital structure.
At the beginning of the year, we embarked on a strategic and
organisational review that set out a new strategy, and that has
been underpinned by improved financial management disciplines
in leasing, collections, reporting and performance management,
and reducing our operating costs.
We contracted disposals of £503 million during the year, with a further
£120 million of gross proceeds already received in 2022. Financing
activities included the issuance of a €700 million 1.75% sustainability-
linked bond maturing in 2027, the buyback of €765 million bonds
maturing in 2022 and 2023, the buyback of £297 million private
placement notes, and the refinancing of a €415 million Revolving
Credit Facility by way of £200 million of new facilities.
Whilst our results continue to be impacted by the pandemic, with an
IFRS loss of £429 million, this has been considerably less severe than
the initial shock of Covid-19 in 2020 where the IFRS loss was
£1,735 million. Adjusted earnings for the year were £80.9 million,
compared to £36.5 million in the prior year. The broader economic
recovery has facilitated the agreement of rent concessions and
collection of arrears, albeit the continuing Government restrictions
on landlords’ ability to enforce payment has contributed to trade
receivables remaining higher than pre-pandemic levels.
On 4 February 2022, Moody’s re-affirmed the Group’s Baa3 rating as
well as changing the outlook to stable from negative. Moody’s cited the
following reasons for the change: the recovery in operating
performance; recovering investment markets for retail reducing the
likelihood of further significant valuation declines; the ongoing asset
disposal plans that will aid further deleveraging; and the progress
made in managing the balance sheet including accessing debt markets
and refinancing upcoming debt maturities.
Revaluation losses for the year totalled £470 million, principally
across our managed portfolio where the revaluation loss was
£458 million. Approximately three quarters of the movement was
recognised in the first half of the year, with values showing
encouraging signs of stabilising in the second half of the year.
Our investment in Value Retail has remained resilient, contributing
£15.9 million to adjusted earnings, driven by increased sales following
the easing of Covid-19 restrictions, and the expansion of their virtual
platform. Values have remained broadly unchanged.
22
Hammerson plc Annual Report 2021
IFRS loss for the year
£(429)m
(2020: £(1,735)m loss)
Adjusted earnings
£80.9m
(2020: £36.5m)
Net debt
£1,819m
(2020: £2,234m)
Shareholders’ funds
£2,746m
(2020: £3,209m)
EPRA NTA per share1
64p
(2020: 82p)
Gearing
67%
(2020: 70%)
1. See note 12D to the financial statements for calculation.
Presentation of financial information
Our property portfolio comprises properties that are either wholly
owned or co-owned with third parties. Whilst the financial statements
are prepared under IFRS, management reviews the results of the
Group on a proportionally consolidated basis, accounting for our
interests in joint ventures and associates on a line-by-line basis. The
only exception to this relates to our investments in premium outlets,
Value Retail and VIA Outlets (up to the date of its disposal in October
2020). As these are externally managed, independently financed and
have differing operating metrics to the Group’s managed portfolio,
they are excluded from the proportional consolidation and
consolidation of key metrics such as net debt or passing rent. However,
for a number of the Group’s Alternative Performance Measures
(APMs), for enhanced transparency, we do disclose metrics combining
all the Group’s property interests. These include property valuations
and returns and certain credit metrics.
This approach results in us splitting out property interests between
our ‘managed portfolio’, being those properties we proportionally
consolidate, and those owned by Value Retail and VIA Outlets prior to
its disposal in 2020.
The information presented in this Financial review is derived from the
Group’s financial statements, prepared under IFRS. Within this
Financial review, the Group financial statements and the Additional
disclosures, properties which are wholly owned or where the Group’s
share is in a joint operation are defined as being held by the ‘Reported
Group’, whilst those in joint ventures and associates are defined as
‘Share of Property interests’.
As detailed in note 10 to the financial statements, during the first half
of 2021, we completed the sale of eight retail parks. As this formed
substantially all of an identifiable segment of the business, the results
from ‘UK retail parks’ for the current and comparative periods have
been disclosed separately from the rest of the business as discontinued
operations. However, for the purposes of the Financial review,
proportionally consolidated figures include the results from the UK
retail parks up to the date of their disposal.
Table 18 details the classification of the portfolio and accounting
treatment thereof, both under IFRS and management reporting bases.
Table 18
Accounting treatment
Classification
Definition
IFRS
Managed portfolio:
Reported Group
Managed portfolio:
Share of Property
interests
Managed portfolio:
Discontinued operations
Premium outlets
Wholly owned properties and those
held within a joint operation*
Flagship and other properties in joint
ventures and associates*
UK retail parks portfolio, wholly owned
and joint venture*
Investments in Value Retail and VIA
Outlets (up to the date of disposal in
October 2020)
Consolidated/joint operations are
proportionally consolidated
Single line item - share of results/
investment in joint
ventures/associates
Single line item - discontinued
operations
Single line item - share of results/
investment in joint
ventures/associates
Management reporting
Proportionally consolidated
Proportionally consolidated
Proportionally consolidated
Single line item - share of results/
investment in premium outlets
* As detailed in the property listing on page 171
Going concern statement
To assess whether it is appropriate to prepare the Group’s 2021
financial statements on a going concern basis, the Directors have
undertaken a detailed review of the current and projected financial
position of the Group.
The review involved preparing and flexing two scenarios: a ‘Base’
scenario and a ‘Severe but plausible’ scenario as set out in note 1E to
the financial statements on page 106.
The Group’s balance sheet and financial position has significantly
strengthened during the course of 2021 as a result of refinancing and
disposals. Group net debt at 31 December 2021 was £1,819 million,
£415 million lower than at the start of the year, and we had liquidity of
£1,464 million, gearing of 67%, and interest cover of 2.5 times. Also,
there are no material unsecured refinancing requirements which are
not covered by existing cash balances until 2025 .
At 31 December 2020 and 30 June 2021, the Group’s going concern
assessment included a material uncertainty clause, the latter
associated with the material uncertainty concerning the refinancing of
secured loans within the Group’s investment in Value Retail.
Given the aforementioned improvements in net debt, liquidity and
financial ratios, at 31 December 2021, under both the Base and Severe
but plausible adverse scenarios, the Group now has sufficient forecast
headroom in its unsecured banking covenants to withstand a full
impairment of its net investment in two Value Retail Villages which
have secured loans that mature over the going concern period.
Consequently, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence
and meet its liabilities as they fall due for at least the next 12 months.
The financial statements have therefore been prepared on the going
concern basis, and the material uncertainty reported at the half year
has been removed.
Alternative Performance Measures (APMs)
The Group uses a number of APMs, being financial measures not
specified under IFRS, to monitor the performance of the business.
These include a number of the Group’s Key Performance Indicators on
pages 12 and 13. Many of these measures are based on the EPRA Best
Practice Recommendations (BPR) reporting framework, which aims
to improve the transparency, comparability and relevance of the
published results of listed European real estate companies. The
Group’s key EPRA metrics are shown in Table 75 within the Additional
disclosures section on page 158. For other APMs, the Financial review
and Additional disclosures sections contain supporting information,
including reconciliations to the IFRS financial statements. Definitions
for APMs are also included in the Glossary on pages 176 to 178.
We present the Group’s results on both an IFRS and adjusted basis.
The adjusted basis enables us to monitor the underlying earnings as it
excludes capital and non-recurring items such as revaluation
movements, gains or losses on the disposal of properties, other one-off
exceptional items or balances which skew the results such as the
change in provision for amounts not yet recognised in the income
statement, which results in the cost and corresponding income being
recognised in different periods. We follow EPRA guidance to calculate
adjusted figures, with any additional Group specific adjustments
detailed in note 12B to the financial statements.
During 2021, following the implementation of the strategic review,
£8.6 million has been incurred in relation to business transformation
costs. These have been recognised as ’exceptional’ by virtue of their
nature and size and therefore removed from the Group’s adjusted
earnings metrics, as the Directors believe these costs distort the
underlying recurring earnings of the Group.
The reclassification of substantially all of the Group’s investment in
VIA Outlets to assets held for sale at 30 June 2020 resulted in the
Group ceasing equity accounting from 30 June 2020, with any
subsequent movements in the net assets of the investment between
the date of reclassification and completion being incorporated within
impairment movements. For the year ended 31 December 2020 and all
subsequent reporting periods, the adjusted earnings from investments
in joint ventures and associates, from the date of reclassification to
assets held for sale up to the completion date, have been included
within the Group’s adjusted earnings metric. Management believes
this provides more relevant and useful information to users of the
financial statements by incorporating all of the adjusted earnings to
which the Group is entitled. Supporting calculations are provided in
note 10F to the financial statements.
www.hammerson.com 23
Strategic report Financial review Financial review continued
Income statement
Table 19
Summarised income statement
Year ended 31 December 2021
Year ended 31 December 2020
Proportionally
consolidated1
£m
Adjustments1
£m
Adjusted
£m
Proportionally
consolidated1
£m
Adjustments1
£m
Adjusted
£m
Net rental income
Net administration expenses
(Loss)/Profit on sale of properties
Revaluation losses - managed portfolio
(Impairment)/Reversal of impairment on reclassification
to/from assets held for sale
Other net gains2
Share of results – Value Retail (VR)
Share of results – VIA Outlets (VIA)4
Impairment of joint ventures and associates5
Net finance costs
Tax charge
(Loss)/Profit for the year
Basic/Adjusted (loss)/ earnings per share (pence)3
197.9
(60.0)
(22.4)
(457.5)
(0.9)
11.4
20.0
–
(12.2)
(103.6)
(1.8)
(429.1)
(9.8)
(8.1)
8.6
22.4
457.5
0.9
(11.4)
(4.1)
–
12.2
31.8
0.2
510.0
189.8
(51.4)
–
–
–
–
15.9
–
–
(71.8)
(1.6)
80.9
1.8
157.6
(44.1)
11.6
(1,438.8)
22.4
4.9
(135.8)
(20.7)
(207.7)
(83.6)
(0.6)
(1,734.8)
(62.4)
12.0
–
(11.6)
1,438.8
(22.4)
(4.8)
128.7
34.7
207.7
(11.8)
–
1,771.3
169.6
(44.1)
–
–
–
0.1
(7.1)
14.0
–
(95.4)
(0.6)
36.5
1.3
1. As set out in note 2 to the financial statements.
2. Comprises net exchange gains and losses recycled on disposal of foreign operations and changes in fair value of other investments.
3. As detailed in note 12B to the financial statements. Comparatives for basic and adjusted earnings per share have been restated for the impact of the scrip dividend issue.
4. The Group sold its investment in VIA Outlets in October 2020. As explained on page 23, adjusted earnings from VIA Outlets include earnings for the period from
reclassification to assets held for sale until completion.
5. Comprises impairment of the Group’s investments in Highcross, Leicester and a related loan (2020: Value Retail and VIA Outlets).
The Group’s IFRS loss for the year ended 31 December 2021 was £429 million, compared to a loss of £1,735 million in the prior year. The principal
year-on-year changes comprised: a reduction in revaluation losses on the Group’s managed portfolio totalling £981 million; the recognition of
impairments in our investments in Highcross, Leicester in 2021 versus impairments in our investments in Value Retail and VIA Outlets in 2020;
and an increase in the Group’s share of results from Value Retail of £156 million, of which £115 million was derived from lower revaluation losses.
We recognised adjusted earnings for the year of £81 million, £44 million higher than the prior year. The table below bridges adjusted earnings and
adjusted EPS between the two years. Explanations of variances are provided later in this Financial review.
Table 20
Reconciliation of adjusted earnings for the year
Including premium outlets
Adjusted earnings – year ended 31 December 2020
Restatement for impact of scrip dividend
Adjusted earnings restated - year ended 31 December 2020
Rights issue dilution
Increase/(Decrease) in adjusted net rental income1
Increase in net administration expenses2
Decrease in net finance costs3
(Decrease)/Increase in premium outlets earnings
Exchange and other
Adjusted (loss)/earnings – year ended 31 December 2021
Reported Group
£m
Share of joint
ventures
£m
Share of
associates
£m
Adjusted
earnings for the
year
£m
Adjusted EPS
pence
(51.2)
–
(51.2)
–
1.0
(7.0)
24.0
–
(1.1)
(34.3)
89.2
–
89.2
–
20.0
(0.3)
(0.4)
(14.0)
–
94.5
(1.5)
–
(1.5)
–
(0.8)
–
–
23.0
–
20.7
36.5
–
36.5
–
20.2
(7.3)
23.6
9.0
(1.1)
80.9
1.6
(0.3)
1.3
(0.5)
0.5
(0.2)
0.5
0.2
–
1.8
1. Net of £8.1 million income (2020: £12.0 million cost) in respect of changes in provision for amounts not yet recognised in the income statement. This has been excluded from
adjusted earnings as management believes this distorts earnings by reflecting the income and corresponding cost in different periods.
2. Net of £8.6 million of exceptional administration expenses.
3. Net of £22.0 million of debt and loan facility cancellation costs.
24
Hammerson plc Annual Report 2021
Table 21
Net rental income (NRI)
Analysis of net rental income
Proportionally consolidated, excluding premium outlets, including discontinued
operations
Reported Group
£m
Share of
Property
interests
£m
Year ended
31 December
2021
£m
Year ended
31 December
2020
£m
Like-for-like managed portfolio
Disposals
Developments and other
Exchange
Adjusted net rental income
Change in impairment provision relating to items not
yet recognised in the income statement
Net rental income
51.7
10.8
17.5
–
80.0
2.9
82.9
89.3
0.9
19.6
–
109.8
5.2
115.0
141.0
11.7
37.1
–
189.8
8.1
197.9
115.9
24.6
26.4
2.7
169.6
(12.0)
157.6
Table 22
Like-for-like NRI change:
UK
France
Ireland
Managed portfolio
Change
£m
25.1
(12.9)
10.7
(2.7)
20.2
20.1
40.3
Year ended
31 December
2021
+31.0%
-1.4%
+26.1%
+21.7%
Net rental income increased by £40.3 million, or £20.2 million on an adjusted basis excluding the change in impairment provision relating to items
not yet recognised in the income statement.
The key factors causing the increased NRI were improved collections which resulted in a reduced bad debt allowance, surrender premiums,
increased variable net turnover rent and income from car parks and commercialisation, partly offset by higher void costs, and reduced rents
associated with lease renewals and temporary leasing.
Properties sold in 2021 caused a £12.9 million reduction in NRI. £11.0 million of this reduction related to the sale of Brent South Shopping Park in
February 2021 and the portfolio of seven retail parks in May 2021. The remaining £1.9 million reduction related principally to the sale of the
Group’s investments in Nicetoile, Nice and Espace Saint-Quentin in April 2021.
Further analysis of net rental income is provided in Table 81 of the Additional disclosures on page 161.
Table 23
Administration expenses
Administration expense analysis
Proportionally consolidated, excluding premium outlets, including discontinued operations
Employee costs – excluding variable costs
Variable employee costs
Other corporate costs
Gross administration expenses
Property fee income
Management fees receivable
Adjusted net administration expenses1
Business transformation costs - exceptional
Net administration expenses
Year ended
31 December
2021
£m
Year ended
31 December
2020
£m
(Decrease)/
increase in
expense
£m
37.5
9.6
24.6
71.7
(13.2)
(7.1)
51.4
8.6
60.0
39.6
3.8
24.4
67.8
(15.2)
(8.5)
44.1
–
44.1
(2.1)
5.8
0.2
3.9
2.0
1.4
7.3
8.6
15.9
1. In 2021 £0.7 million (2020: £0.4 million) of the Group’s proportionally consolidated administration expenses related to the Group’s Share of Property interests.
www.hammerson.com 25
Strategic report Financial review Financial review continued
During 2021, adjusted net administration expenses increased by £7.3 million. While employee costs, excluding variable costs, fell by £2.1 million,
these were more than offset by variable employee costs which increased by £5.8 million year-on-year due to the minimal bonus payouts in the
2020 pandemic year. Increases in Directors and Officers insurance premiums totalling £2.2 million were offset by a reduction in other
professional fees.
At the beginning of the year, we announced our business transformation programme. The programme is designed to: right-size the business and
reorganise team structures to align with the new strategy; streamline processes and systems to drive efficiency; simplify and embed a performance
culture across the business; and deliver significant cost savings. Business transformation costs recognised in 2021 totalled £8.6 million and
comprised incremental consultancy costs of £4.4 million and redundancy costs of £4.2 million directly attributable to the programme. These costs
are not reflective of the underlying earnings of the Group and have therefore been excluded from the Group’s adjusted earnings metrics.
Our accounting policy is to capitalise the cost of colleagues working directly on onsite development projects. In 2021, £1.5 million of employee
costs were capitalised on this basis, compared with £2.2 million in 2020.
Loss on sale of properties
We raised net cash proceeds of £425 million during the year, relating to the disposals of Brent South Shopping Park, Espace Saint-Quentin and
Nicetoile, the portfolio sale of seven retail parks in the first half of the year and the sale of six non-core assets in the second half of the year.
These disposals, which were recognised at an aggregate discount to the December 2020 value of 4%, generated a loss on disposal of £22 million,
principally in relation to the retail parks portfolio sale.
Share of results of joint ventures and associates, including investments in premium outlets
Our interests in joint ventures and associates are detailed in the property listing on page 171 and notes 14 and 15 to the financial statements.
Our share of results from joint ventures and associates under IFRS for the year ended 31 December 2021 was a loss of £154.8 million (2020:
£1,023.9 million loss). As detailed on page 22 of the Financial review, for the purposes of management reporting, joint ventures and associates are
proportionally consolidated with the exception of our investments in Value Retail and VIA Outlets (up to the date of its disposal in 2020) which
are reported as prescribed under IFRS as an associate and joint venture, respectively.
In 2021, due to the breach of financial covenants on the secured loan at Highcross, Leicester, we recognised an impairment of £11.5 million against
our investment in the Highcross joint venture. During 2020, we reviewed our investments in joint ventures and associates for impairment,
resulting in the recognition of impairments against the Group’s s investments in Value Retail and VIA Outlets of £94.3 million and £9.6 million
respectively, equivalent to the goodwill previously reported.
Table 24, below shows the contribution to the Group’s adjusted earnings from joint ventures and associates.
Table 24
Contribution to adjusted earnings
Joint ventures1
£m
Associates
(incl. VR)
£m
Share of results – IFRS
Revaluation losses on properties
Other adjustments (notes
14B/15B/10F)
Total adjustments
(170.4)
274.6
(9.7)
264.9
15.6
21.2
(16.1)
5.1
Year ended
31 December
2021
Total
£m
(154.8)
295.8
(25.8)
270.0
Adjusted earnings/(loss)
contribution
Analysed as:
Share of Property interests
Value Retail
VIA Outlets
94.5
20.7
115.2
94.5
–
–
94.5
4.8
15.9
–
20.7
99.3
15.9
–
115.2
Joint ventures1
£m
(882.7)
957.9
5.9
963.8
81.1
75.2
–
5.9
81.1
Assets held for
sale-VIA2
£m
7.1
–
1.0
1.0
8.1
–
–
8.1
8.1
Year ended
31 December
2020
Total
£m
(1,023.9)
1,102.6
Associates
(incl. VR)
£m
(148.3)
144.7
2.1
146.8
9.0
1,111.6
Change
£m
869.1
(806.8)
(34.8)
(841.6)
(1.5)
5.6
(7.1)
–
(1.5)
87.7
27.5
80.8
(7.1)
14.0
87.7
18.5
23.0
(14.0)
27.5
1. Includes discontinued operations and VIA Outlets up to the date of its disposal.
2. VIA Outlets was reclassified to assets held for sale in June 2020, prior to its disposal in October 2020.
Adjusted earnings from the Share of Property interests increased by £18.5 million year on year to £99.3 million. The increase was principally due
to higher NRI in 2021, derived from the unwinding of provisions against trade receivables and surrender premiums received, partially offset by the
net impact (after smoothing) of rent concessions completed in the year.
26
Hammerson plc Annual Report 2021
Value Retail
On an adjusted basis, the Group’s investment in Value Retail generated adjusted earnings of £15.9 million compared to a £7.1 million adjusted loss
in 2020. The year-on-year improvement principally reflects increased sales resulting from the easing of Covid-19 restrictions and the expansion of
the virtual platform which was launched in May 2020. Additionally, due to the differing contract structures, rental adjustments granted by Value
Retail have been recognised for accounting purposes in the period to which they relate and not as lease modifications. Consequently, the impact of
rental adjustments was more weighted to 2020 when longer lockdown periods were suffered.
Table 25
Finance costs
Proportionally consolidated, excluding premium outlets, including discontinued operations
Interest costs
Interest capitalised1
Finance income
Adjusted net finance costs
Debt and loan facility cancellation costs
Change in fair value of derivatives
Net finance costs
Year ended
31 December
2021
£m
Year ended
31 December
2020
£m
92.2
(5.3)
(15.1)
71.8
22.0
9.8
103.6
110.2
(5.0)
(9.8)
95.4
–
(11.8)
83.6
Change
£m
(18.0)
(0.3)
(5.3)
(23.6)
22.0
21.6
20.0
1. Interest capitalised on our two Paris development schemes, Italie Deux and Les 3 Fontaines, Cergy.
Net finance costs, calculated on a proportionally consolidated basis, totalled £103.6 million in 2021, £20.0 million higher than the prior year.
£97.9 million related to the Reported Group and £5.7 million to the Share of Property interests as shown in note 2 to the financial statements.
Adjusted net finance costs, which exclude the change in fair value of derivatives, debt and loan facility cancellation costs (which include early
redemption fees), totalled £71.8 million for the year ended 31 December 2021, a decrease of £23.6 million year-on-year. The reduction principally
related to the refinancing undertaken over 2021 and 2020, with the former explained on page 33, and a reduction in net debt during the year from
£2,234 million to £1,819 million, arising principally from disposals.
We incurred debt and loan facility cancellation costs of £22.0 million in the year, primarily relating to the repayment of bonds and private
placement notes as detailed on page 34 of the Financial review.
The supporting calculation for adjusted finance costs is shown in Table 92 of the Additional disclosures on page 168.
Tax and dividends
The Group’s tax charge was £1.8 million in 2021, or £1.6 million on an adjusted basis excluding £0.2 million relating to disposals, compared to
£0.6 million in the prior year. The Group is a UK REIT and a French SIIC. These tax regimes exempt the Group’s property income and gains from
corporate taxes subject to its activities meeting certain conditions including, but not limited to, distributing at least 90% of the Group’s UK tax
exempt profit as property income distributions (PID). The Irish assets are held in a QIAIF which provides a similar tax treatment to a UK REIT,
but subjects distributions and certain excessive interest payments to a 20% withholding tax. The residual businesses in the UK, France and
Ireland are subject to corporate taxes as normal. Further details of these tax regimes are provided in note 9A to the financial statements.
We publish guidance explaining the Group’s tax strategy annually in ‘Hammerson’s Approach to Tax’ which is available on the Group’s website
www.hammerson.com.
On 5 August 2021, the Company declared a 2021 interim dividend of 0.2 pence per share in cash with an enhanced scrip dividend alternative of
2.0 pence per share. As detailed in note 11 of the financial statements, the total dividend of £73.0 million was paid on 7 December 2021. A final
dividend of 0.2 pence per share in cash has been proposed by the Board, to be paid entirely as a PID, net of withholding tax where applicable.
The Company will be offering an enhanced PID scrip dividend alternative of 2.0 pence per share.
www.hammerson.com 27
Strategic report Financial review Financial review continued
Net assets
Table 26
Property portfolio
Investment in joint ventures
Investment in associates: Value Retail
Other
Assets held for sale
Trade receivables (net)
Net debt
Other net liabilities
Total shareholders’ equity/Net assets
EPRA NTA per share (pence)
31 December 2021
31 December 2020
Reported
Group
£m
1,595
1,452
1,141
106
71
28
(1,565)
(82)
2,746
Share of
Property
interests
£m
1,883
(1,452)
–
(106)
(71)
18
(254)
(18)
–
Adjustments1
£m
EPRA Net
tangible
assets
£m
–
–
95
–
–
–
–
–
95
3,478
–
1,236
–
–
46
(1,819)
(100)
2,841
64
Reported
Group
£m
2,153
1,814
1,154
144
–
62
(1,920)
(198)
3,209
Share of
Property
interests
£m
2,261
(1,814)
–
(144)
–
29
(314)
(18)
–
Adjustments1
£m
–
–
116
–
–
–
(8)
–
108
EPRA Net
tangible
assets
£m
4,414
–
1,270
–
–
91
(2,242)
(216)
3,317
82
1. Adjustments in accordance with EPRA best practice, principally in relation to deferred tax, as shown in note 12D to the financial statements .
During 2021, equity shareholders’ funds decreased by £463 million, or 14%, to £2,746 million, principally due to the revaluation deficit on the
managed property portfolio totalling £458 million. Net assets, calculated on an EPRA Net Tangible Assets (NTA) basis, were £2,841 million, or 64
pence per share, a reduction of 18 pence year-on-year. This is equivalent to a total accounting return of -14.0%. The movement in net assets during
the year is shown in Table 27, below.
Table 27
Movement in net assets
Proportionally consolidated, including Value Retail
31 December 2020
Scrip dividend - share dilution
Property revaluation: Managed portfolio
Premium outlet properties
Adjusted earnings for the year - managed portfolio
Adjusted earnings for the year - Value Retail
Exceptional finance costs
Loss on sale of properties
Impairment of joint ventures
Change in deferred tax
Dividends
Exchange and other movements
31 December 2021
Equity
shareholders’
funds
£m
3,209
–
(458)
(12)
(470)
65
16
(22)
(22)
(12)
(8)
(13)
3
2,746
Adjustments1
£m
108
–
–
–
–
–
–
–
–
–
(5)
–
(8)
95
EPRA
net tangible
assets
£m
EPRA NTA
pence
per share
3,317
–
(458)
(12)
(470)
65
16
(22)
(22)
(12)
(13)
(13)
(5)
2,841
82
(7)
(11)
–
(11)
1
–
–
(1)
–
–
–
–
64
1. Adjustments in accordance with EPRA best practice shown in note 12D to the financial statements .
Property portfolio analysis
Investment markets
During the first half of 2021, the retail investment market continued to be adversely impacted by the closure of non-essential shops, compounding
the recent structural changes and accelerating the shift online, particularly in the UK. The second half of 2021 saw a noticeable improvement in
investment sentiment and transaction activity.
In the UK, shopping centre transaction volumes totalled £1.6 billion, compared to £0.3 billion in 2020, still significantly lower than the ten year
average of c. £3 billion, but higher than the five year average of £1.2 billion (Source: C&W). Key transactions in the year were the sale of a 25%
stake in Bluewater in December 2021 and Touchwood, Solihull in the first half of the year.
In France, shopping centre transactions totalled €0.7 billion (2020: €1.8 billion), the most significant being the sale by Wereldhave of a portfolio of
shopping centres for €305 million at a yield of 8.1%. In addition, market evidence was provided by the sale of Shopping Centre Sud in Austria at a
yield of 4.35% and creation of a new joint venture of two portfolios between Altarea and Crédit Agricole Assurances which translated at a yield of
around 5% (Source: JLL).
In the Irish property investment market, there was limited activity with retail transactions of approximately €300 million with no major shopping
centre transactions.
During 2021 there was one outlet transaction in Europe at Outlet Aubonne, Switzerland for a reported €95 million at a 7% yield. Additionally, VIA
Outlets proceeded with a bond issue raising €600 million. The bond was six times over subscribed, reflecting returning market confidence in the
sector. Demand appears to remain for the best outlet assets, driven by their perceived resilience, potential rental growth and a lack of supply, and it
is anticipated that a number of European outlets will come to market in 2022. (Source: C&W).
28
Hammerson plc Annual Report 2021
Portfolio valuation
The Group’s external valuations continue to be conducted by CBRE Limited (CBRE), Cushman & Wakefield LLP (C&W) and Jones Lang LaSalle
Limited (JLL), providing diversification of valuation expertise across the Group. For the year ended 31 December 2021, the majority of our UK
flagship destinations have been valued by JLL and CBRE, the French portfolio by JLL, and the Irish portfolio, Value Retail (VR) and Brent Cross
have been valued by C&W.
At 31 December 2021, the Group’s portfolio was valued at £5,372 million, a reduction of £966 million or 15% during the year. This movement was
primarily due to revaluation losses of £470 million and disposals totalling £452 million, including £386 million relating to the disposal of the
Group’s remaining UK retail parks properties.
Movements in the portfolio valuation are shown in Table 28, below.
Table 28
Movements in portfolio valuation
Proportionally consolidated1
Value at 31 December 2020
Revaluation losses
Capital expenditure
Disposals
Reclassifications2
Capitalised interest
Exchange
Value at 31 December 2021
Flagships
£m
UK retail
parks
£m
Developments
and other
£m
Managed
portfolio
£m
3,415
(379)
49
(43)
(137)
1
(117)
2,784
384
–
2
(381)
(5)
–
–
–
615
(79)
51
(23)
142
5
(17)
694
4,414
(458)
102
(452)
–
6
(134)
3,478
Value
Retail
£m
1,924
(12)
41
–
–
–
(59)
1,894
Group
portfolio
£m
6,338
(470)
143
(452)
–
6
(193)
5,372
1. Includes the Group’s investments in Italik, Paris where 75% was transferred to trading properties and Silverburn, Glasgow which was moved to assets held for sale in 2021.
2. Comprises the reclassification of Grand Central, Birmingham and Highcross, Leicester from Flagships and anciliary UK retail parks properties. Further details are set out in
note 3 to the financial statements.
Valuation change
Chart 29 below analyses the valuation change for the Group’s portfolio, allocating the underlying valuation movement between yield, income and
development and other impacts.
Chart 29
Components of valuation change (£m)
100
0
-100
-200
-300
-400
-500
(103)
(151)
(254)
(21)
(42)
(16)
(45)
(61)
(64)
(10)
(69) (79)
(69)
13
(25)
(12)
(169)
(220)
(458)
UK
France
Ireland
Developments
and other
Managed
portfolio
Value
Retail
Yield
Income
Developments and other
Total
(56)
(169)
(245)
(470)
Group
During 2021, we recognised a £470 million revaluation deficit on the Group portfolio, principally comprising £458 million in respect of the
managed portfolio. Reflecting improved investor sentiment, this was split £109 million in the second half of the financial year compared to
£361 million in the first half of the financial year.
UK flagship destinations suffered a revaluation deficit of £254 million, of which £103 million was attributable to outward yield shift, averaging
52 basis points across the portfolio. All UK flagships suffered revaluation deficits in the year. The remaining £151 million was attributable to
lower income.
www.hammerson.com 29
Strategic report Financial review Financial review continued
The underlying value of the French portfolio fell by £64 million, with outward yield movements averaging 15 basis points accounting for
£21 million of the reduction and lower income causing a further loss of £42 million. All assets were subject to some yield expansion.
In Ireland, a combination of yield expansion, averaging 26 basis points across the portfolio, and a 3% reduction in ERVs, resulted in a valuation
deficit of £61 million.
A deficit of £79 million was recognised on the ‘Developments and other’ portfolio. This principally reflected the scheme revisions at
Les 3 Fontaines, Cergy and reductions to the value of the Group’s land holdings in Birmingham, Bristol, Croydon, Dublin, Leeds and London.
The Value Retail portfolio was more resilient, reporting a deficit of £12 million.
Further analysis is included in Table 84 in the Additional disclosures on page 163.
Change in ERV
Table 30
ERV change (like-for-like)
Proportionally consolidated, excluding Value Retail
2021
2020
UK
%
(10.6)
(14.3)
France
%
(1.5)
(4.9)
Ireland
%
(3.0)
(6.5)
Flagship
destinations
%
(6.7)
(10.6)
ERVs for the Group’s flagships fell by 6.7% in 2021 comprising a 4.1% reduction in the first half of the year but a lesser reduction of 2.7% in the
second half of the year. This compared to a reduction of -10.6% in 2020.
ERVs at UK flagships fell by 10.6% in 2021, compared with a decline of 14.3% in 2020, and 6.8% in the first half of 2021. This was largely due to
continued weak occupational demand and an over-supply of retail space following CVAs and administrations, principally in 2020. This was further
exacerbated by the forced closures of non-essential stores during lockdown periods. The most significant ERV reductions were at Victoria, Leeds
and Union Square, Aberdeen.
ERVs in France reduced by 1.5%, following a 4.9% decline in 2020, and a 0.3% decline in the first half of 2021. Rental values were reduced at all
properties with the most significant movements at Italie 2, Paris and Les 3 Fontaines, Cergy, where in the latter case the ongoing extension work
has increased the supply of space at the centre.
In Ireland, ERVs fell by 3.0% following a decline of 6.5% in 2020 and 1.1% in the first half of 2021. Covid-19 closures continued to have an adverse
impact on the occupational market.
Capital expenditure
In 2021, capital expenditure totalled £102 million. Table 31 shows the expenditure on a segmental basis and analyses spend between the creation
of additional area and the creation of value through the enhancement of existing space.
Table 31
Capital expenditure analysis
Proportionally consolidated, excluding Value Retail
Capital expenditure – no additional area
Capital expenditure – creating additional area
Capital expenditure – tenant incentives
UK
£m
9
–
6
15
France
£m
Ireland
£m
Flagship
destinations
£m
Developments
and other
£m
UK retail
parks
£m
Managed
portfolio
£m
6
11
8
25
4
–
5
9
19
11
19
49
6
43
2
51
–
–
2
2
25
54
23
102
Further analysis of capital expenditure between Reported Group and Share of Property interests is provided in Table 86 on page 164.
Capital expenditure where no additional area was created of £25 million included the progression of development schemes at Croydon, Dublin
Central, Martineau Galleries and The Goodsyard totalling £9 million, with a further £16 million relating to other asset management initiatives
including cladding works and car park works in Birmingham and reconfiguration of anchor space at Dundrum Town Centre, Dublin.
Capital expenditure creating area of £54 million principally related to the two extension projects in France at Les 3 Fontaines, Cergy and Italik,
Paris. Italik was opened in June 2021 and at Les 3 Fontaines, Cergy, the main extension is due to open at the end of March 2022.
The extension scheme at Les 3 Fontaines is currently valued at £211 million, recognising a small revaluation loss of £9 million in the year.
Pre-letting for the extension is currently 75% and when fully complete and let, the project is forecast to achieve an estimated yield on cost of 5%.
30
Hammerson plc Annual Report 2021
Disposals
Disposals reduced the property portfolio by £452 million. The total proceeds were £430 million and related to the sale of Brent South Shopping
Park in February 2021 for £22 million, Espace Saint-Quentin and Nicetoile in April 2021 for £48 million, the Group’s remaining UK retail parks for
£330 million in May 2021 and the sale of other non-core properties totalling £30 million in the second half of the year.
Returns
Table 32
Property returns analysis
2021
Proportionally
consolidated
Income return
Capital return
Total return
UK
%
7.0
(16.7)
(10.8)
France
%
3.8
(6.6)
(3.0)
Ireland
%
Flagship
destinations
%
Developments
and other
%
UK retail
parks
%
Managed
portfolio
%
4.8
(8.3)
(3.9)
5.4
(11.6)
(6.8)
2.9
(9.3)
(6.6)
2.6
(8.5)
(6.1)
5.1
(11.3)
(6.7)
Value
Retail
%
2.7
(0.6)
2.1
Group
portfolio
%
4.3
(7.9)
(3.9)
The Group’s property portfolio generated a total property return of -3.9% in 2021, comprising a capital return of -7.9% and an income return of
4.3%. The capital return is consistent with the underlying valuation performance explained in the ‘Valuation change’ section on page 29 and an
analysis of the capital and total property returns by business segment is included in Table 84 in the Additional disclosures on page 163.
We compare the individual portfolio returns against their respective MSCI benchmarks and compare the Group’s portfolio against a weighted
50:50 UK All Retail Universe: Bespoke Europe (excluding UK) All Retail Universe index. These indices include returns from all types of
retail property.
As the annual MSCI benchmarks are not available until after this Annual Report has been published, it is not yet possible to gauge the Group’s
comparative performance. The UK MSCI Annual All Retail Universe for 2021 reported a total property return for UK shopping centres of -7.0%,
380 basis points higher than the Group’s UK flagship return of -10.8%.
In 2021, the Reported Group portfolio produced a total property return of -5.0%, whilst properties held by our joint ventures and associates
generated a total property return of -8.1%.
Shareholder returns
Table 33
Return
Cash basis
%
Scrip basis1
% Benchmark
Total shareholder return over one year
Total shareholder return over three years p.a.
Total shareholder return over five years p.a.
33.6
(37.5)
(31.1)
47.5 FTSE EPRA/NAREIT UK index over one year
(33.6) FTSE EPRA/NAREIT UK index over three years p.a.
(28.6) FTSE EPRA/NAREIT UK index over five years p.a.
%
25.2
8.8
3.2
3. Cash and scrip bases represent the return assuming investors opted for cash or scrip dividends, respectively, with the assumption that those opting for scrip dividends
continued to hold the additional shares issued.
Hammerson’s total shareholder return for 2021 was was 47.5% on a scrip basis (33.6% on a cash basis), an outperformance compared with the
FTSE EPRA/NAREIT UK index of 25.2% as the retail property sub-sector (which was hit harder by the Covid-19 global pandemic than the wider
property index) recovered.
Investment in joint ventures and associate
Details of the Group’s joint ventures and associates are shown in notes 14 and 15 to the financial statements. Table 34 shows the Group’s
investment in joint ventures and associates on both IFRS and EPRA net tangible assets (NTA) bases, split between the proportionally consolidated
Share of Property interests and investments in premium outlets.
www.hammerson.com 31
Strategic report Financial review Financial review continued
Table 34
Investment in joint ventures and associates
Excludes assets held for sale
Investment properties
Net debt
Other net liabilities
Net assets
EPRA NTA adjustments - see notes 14D and 15D:
Deferred tax
Other
Investment in joint ventures/associates - EPRA
NTA basis
31 December 2021
31 December 2020
Total joint
ventures and
associates
£m
3,708
(936)
(73)
2,699
94
3
97
Deduct:
Share of
Property
interests
£m
(1,814)
256
–
(1,558)
–
(2)
(2)
Value
Retail
£m
1,894
(680)
(73)
1,141
94
1
95
Total joint
ventures and
associates
£m
4,185
(1,003)
(70)
3,112
98
24
122
Deduct:
Share of
Property
interests
£m
(2,261)
314
(11)
(1,958)
–
(6)
(6)
Value
Retail
£m
1,924
(689)
(81)
1,154
98
18
116
2,796
(1,560)
1,236
3,234
(1,964)
1,270
During the year, on an EPRA NTA basis, our total investment in the Group’s Share of Property interests reduced by £404 million to £1,560 million.
The most significant movements were net revaluation losses totalling £284 million, disposals of Nicetoile, Espace Saint-Quentin and Brent South
Shopping Park, London totalling £77 million, and the transfer of Silverburn, Glasgow, to assets held for sale totalling £72 million. These variances
were partially offset by adjusted earnings of £99million.
Value Retail
The Group’s total investment in Value Retail, on a net tangible asset basis, reduced by £34 million during the year. This principally comprised
adverse foreign exchange movements of £32 million and revaluation losses of £12 million (all derived from income changes), partially offset
by adjusted earnings of £16 million. As explained earlier, the premium outlets sector remained more resilient than the flagship portfolio
during the year.
Trade receivables
The Group applies the simplified approach under IFRS 9 and adopts a provisioning matrix to determine the Expected Credit Loss (ECL). This
involves grouping receivables dependent on the risk level, taking into account historical default rates, credit ratings, ageing, future expectations
and the ongoing impact of Covid-19, and applying an appropriate provision percentage after taking account of rent deposits and personal or
corporate guarantees held.
Trade receivables have reduced from £170 million at 31 December 2020 to £100 million at 31 December 2021. Whilst continuing government
restrictions on landlords’ ability to enforce collection has resulted in trade receivables remaining higher than normal, collection rates have
improved across the Group, facilitated by the conclusion of many Covid-related rent concession agreements.
On a proportionally consolidated basis, a total provision of £53 million was recognised at 31 December 2021, compared to £80 million at
31 December 2020, equating to a 76% provision against trade receivables net of deposits and VAT. The reduction includes £13 million utilisation of
the opening provision associated with amounts written off. Management recognises that remaining trade receivables which relate to periods of
Covid-19 related closures have become more challenging to recover with the passage of time. This is reflected in the increase in the overall
provision rate from 64% at 31 December 2020.
The table below analyses the total provision by country against the respective trade receivable balances. Further information on the ageing of
receivables, application of the provisioning matrix and credit risk is provided in notes 1D, 16B and 21E to the financial statements.
Table 35
Trade receivables and provisioning
Proportionally consolidated excluding Value Retail
UK
France
Ireland
Managed portfolio
Less Share of Property interests
Reported Group
31 December 2021
31 December 2020
Trade
receivables
net of
deposits
and VAT
£m
Trade
receivables
£m
Total
provision
£m
Trade
receivables
£m
47
45
8
100
(45)
55
38
26
7
71
(37)
34
27
22
4
53
(26)
27
101
51
18
170
(87)
83
Trade
receivables
net of
deposits
and VAT
£m
82
28
15
125
(67)
58
Total
provision
£m
53
19
8
80
(44)
36
Assets held for sale
In December 2021, we exchanged contracts for the sale of Silverburn, Glasgow, with completion due in March 2022. At the date of exchange, the
investment in Silverburn met the IFRS 5 criteria for ’held for sale’. Consequently, the assets and liabilities relating to the Group’s investment in
Silverburn were reclassified to assets held for sale and impaired to their fair value, based on the agreed sale price, less costs of disposal.
32
Hammerson plc Annual Report 2021
Financing and cash flow
Our financing strategy is to borrow predominantly on an unsecured basis under the Group’s standard financial covenants to maintain flexibility
at a low operational cost. Secured borrowings are occasionally used, mainly in conjunction with joint venture partners. Value Retail also
predominantly uses secured debt in its financing strategy, although this is independent of the rest of the Group.
The Group’s borrowings are arranged to maintain short term liquidity and to ensure an appropriate maturity profile. Acquisitions may initially be
financed using short term funds before being refinanced with longer term funding depending on the Group’s financing position in terms of
maturities, future commitments, disposals and market conditions. Short term funding is raised principally through syndicated revolving credit
facilities from a range of banks and financial institutions with which we maintain strong working relationships. Long term debt comprises the
Group’s fixed rate unsecured bonds, private placement senior notes and secured borrowings within three of the Group’s joint ventures.
Derivative financial instruments are used to manage exposure to fluctuations in foreign currency exchange rates and interest rates, but are not
employed for speculative purposes.
The Board regularly reviews the Group’s financing strategy and approves financing guidelines against which it monitors the Group’s financial
structure. In 2021, the Group’s guideline loan to value and net debt:EBITDA metrics have been changed to reflect the strategy update and the focus
on maintaining an investment grade rating. These guidelines, together with the relevant metrics, are summarised in Table 36 which shows the
Group’s much improved financial position at 31 December 2021.
Key financial metrics
Table 36
Proportionally consolidated, excluding Value Retail unless stated
Group debt covenants
Guideline1
31 December
2021
Net debt (£m)
Liquidity (£m)
Weighted average interest rate (%)
Weighted average maturity of debt (years)
FX hedging (%)
Gearing (%)2,3
Unencumbered asset ratio6 (times)
Interest cover (times)2
n/a
n/a
n/a
n/a
n/a
Maximum
150%/175%
At least 1.5
At least 1.25
Loan to value – headline(%)4
n/a
Loan to value (%) –fully proportionally consolidated 4 n/a
Net debt/EBITDA (times)5
Secured borrowings/equity shareholders’ funds (%) 2 Maximum 50%
Debt fixed (%)
n/a
n/a
n/a
n/a
n/a
n/a
70-90%
Maximum 85%
At least 1.75
At least 2.0
Maintain Investment Grade credit
rating
Maintain Investment Grade credit
rating
Maintain Investment Grade credit
rating
Maximum 50%
At least 50%
1,819
1,464
3.0
4.1
89
67
1.82
2.51
39
47
12
14
85
31 December
2020
2,234
1,748
3.0
3.5
73
70
1.89
1.81
40
46
14.1
13
97
1. Guidelines should not be exceeded for an extended period.
2. Included in borrowing covenants as detailed on page 35.
3. See Table 98 on page 170 for supporting calculation.
4. See Table 97 on page 169 for supporting calculation.
5. See Table 95 on page 169 for supporting calculation.
6. See Table 99 on page 170 for supporting calculation.
Net debt
Chart 37
Movement in net debt (£m)
Proportionally consolidated, excluding Value Retail
2,500
2,000
1,500
1,000
500
0
2,234
425
129
118
25
135
97
1,819
Opening net debt
1 Jan 2021
Disposals
Exchange
and other
Cash generated
from operations
Dividends
Interest (incl.
redemption costs)
Capital
expenditure
Closing net debt
31 Dec 2021
www.hammerson.com 33
Strategic report Financial review Financial review continued
The Group completed significant refinancings during 2021 which has strengthened the capital structure.
On a proportionally consolidated basis, net debt reduced by £415 million to £1,819 million at 31 December 2021. This comprised loans of
£2,209 million and the fair value of currency swaps of £44 million, less cash and deposits of £434 million.
The Group’s weighted average interest rate was 3.0% for 2021, consistent with the average rate for 2020, and 85% of debt was at fixed interest rates
at 31 December 2021.
The Group’s liquidity at 31 December 2021, comprising cash and undrawn committed facilities, was £1,464 million, £284 million lower than at the
beginning of the year, substantially as a result of the repayment of debt and refinancing of revolving credit facilities. The Group’s weighted average
maturity of debt increased to 4.1 years (2020: 3.5 years).
On 3 June 2021, the Group issued a new €700 million sustainability-linked bond with a 1.75% coupon and a maturity in 2027. The bond
incentivises the reduction of carbon emissions. The coupon is linked to the achievement of two Sustainability Performance Targets: 60%
reduction in Scope 1 and 2 and selected Scope 3 Greenhouse gas (GHG) emissions under the Group’s direct control and 50% reduction in Scope 3
GHG emissions (which relate to space operated by brands within its destinations) both against the Group’s 2019 (pre-Covid-19) baseline. If these
targets are not met, an additional margin will be payable of 37.5 basis points per annum for the last year of the bond from June 2026 to the June
2027 maturity date for each of the two targets, 75 basis points in total, payable at the final interest payment date.
Together with existing liquidity, the proceeds of the new €700 million bonds were used in June to repay €310 million of the €500 million 2.0%
bond maturing in 2022 and €265 million of the €500 million 1.75% bond due to mature in 2023 and £297 million of private placement notes. On
8 July 2021, the Group repaid the remaining €190 million of the €500 million 2.0% bonds.
On 18 June 2021, Hammerson refinanced its £415 million Revolving Credit Facility (RCF) maturing in April 2022 with two new RCFs totalling
£200 million at an initial margin of 115 basis points and maturing in 2024, with an option to extend to 2026 at the Group’s request. The existing
£415 million facility maturing in 2022 was cancelled, resulting in a net decrease of £215 million of undrawn facilities. The decrease in liquidity will
result in an interest cost saving of approximately £0.5 million per year on an annualised basis in undrawn commitment fees.
On 6 July 2021, the Group refinanced the maturing loan secured against O’Parinor, Aulnay-Sous-Bois, following a €2 million partial repayment.
The €52.5 million loan (Group’s 25% share) now matures in July 2023.
Chart 38
Debt and facility maturity at 31 December 2021
Proportionally consolidated, excluding premium outlets
900
800
700
600
500
400
300
200
100
0
450
197
44
2023
10
2021
2022
570
140
330
348
59
299
578
13
199
2024
2025
2026
2027
2028
2029
2030
2031
5
Secured debt
Euro bonds
Sterling bonds
Private placements
Revolving credit facilities (undrawn)
The above chart excludes unamortised fees of £3 million relating to revolving credit facilities.
Leverage
At 31 December 2021, the Group’s gearing ratio was 67% (2020: 70%) and headline loan to value ratio was 39% (2020: 40%). Supporting
calculations are in Tables 98 and 97 in Additional disclosures on pages 170 and 169.
At 31 December 2021, the Group’s share of net debt in Value Retail (VR) totalled £680 million (2020: £689 million). Proportionally consolidating
this net debt with the Group’s share of net debt and including property values held by VR, the Group’s fully proportionally consolidated loan to
value is 47% (2020: 46%).
34
Hammerson plc Annual Report 2021
Borrowings and covenants
The terms of the Group’s unsecured borrowings contain a number of covenants which provide protection to the lenders. The financial covenants
within the Group’s borrowing are:
Bonds: Gearing and secured borrowings
– Gearing should not exceed 150% for two of the bonds and 175% for the remaining bonds. All the bonds include a limitation that secured
borrowings should not exceed 50% of equity shareholders’ funds
Bank facilities: Gearing, secured borrowings and interest cover
– Gearing should not exceed 150%, secured borrowings should not exceed 50% of equity shareholders’ funds and interest cover should be not less
than 1.25 times
Private placement notes: Gearing, secured borrowings, unencumbered assets and interest cover
– Gearing should not exceed 150%, secured borrowings should not exceed 50% of equity shareholders’ funds, unencumbered assets should not be
less than 150% of net unsecured borrowings and interest cover should be not less than 1.25 times
As shown on page 33, the Group's financial metrics were all in compliance with the Board's internal guidelines, with significant improvements on
the 2020 comparatives.
Following an amendment to the unencumbered asset ratio in the private placement notes agreed in June 2020, the Group was obliged to make an
offer of prepayment at par (i.e. not including a make-whole amount) for 30% of any applicable proceeds from disposals or capital raisings in excess
of £50 million. Following completion in the first half of the year of the disposal of the UK retail parks portfolio and our stakes in Brent South
Shopping Park, Nicetoile and Espace Saint-Quentin, we prepaid at par a total of £297 million, comprising £65 million relating to an offer in
accordance with this condition, a further £119 million following an additional voluntary offer and £113 million relating to the repayment of notes
which matured in June 2021. Combined, these repayments will save approximately £7 million of interest cost on an annualised basis.
The Group retains significant headroom to its financial metrics and covenants. From a stress test perspective, the valuation of the Group’s
property portfolio at 31 December 2021, would have to fall by 18%, to breach the unencumbered asset covenant in the private placement notes, or
by 28% to breach the Group’s tightest gearing covenant. Net rental income would need to fall by 50% compared to 2021 levels in order to breach
the interest cover covenant in the Group’s revolving credit facilities and private placement notes. Compliance with covenants is a key
consideration for the going concern assessment as detailed on page 23 and in note 1E to the financial statements.
In addition, some joint ventures and associates have secured debt facilities which include specific covenants to those properties, including
covenants for loan to value and interest cover. This secured debt is non-recourse to the Group.
The covenants for secured debt facilities are generally tested quarterly and include specific financial covenants in relation to the secured assets,
typically loan to value and interest cover. Where deemed necessary to address the adverse financial effect of Covid-19 due to lower collection rates
or property valuations, short term covenant waivers have been obtained during the year in relation to a number of these debt facilities to avoid
covenant breach. At 31 December 2021, there were no waivers in place on secured borrowings in joint ventures. During 2021 the secured loan at
Highcross, Leciester, breached its covenants and therefore an impairment of the full equity value of £11.5 million was recognised against our
investment in the Highcross joint venture. Discussions with the lenders are underway to find a mutually acceptable solution. There is no recourse
to the Group.
Credit ratings
Following the publication of the Group’s 2020 results in the second quarter of the year, Fitch and Moody’s re-affirmed Hammerson’s senior
unsecured investment grade credit rating as BBB+ and Baa3 respectively.
On 4 February 2022, Moody’s re-affirmed the Baa3 rating as well as changing the outlook to stable from negative due to; the recovery in operating
performance (including footfall and retail sales that are now close to their pre-pandemic levels); recovering investment markets for retail assets
making further large value drops in asset values far less likely (and reducing the risk of decreased capacity under covenants); the Group’s ongoing
asset disposal plans that will aid further deleveraging; and the progress the Group has made in managing its balance sheet including accessing debt
markets and refinancing its upcoming debt maturities.
Managing foreign exchange exposure
The Group’s exposure to foreign exchange translation differences on euro-denominated assets is managed through a combination of euro
borrowings and derivatives. At 31 December 2021, the value of euro-denominated liabilities as a proportion of the value of euro-denominated
assets was 89%, vs 73% at the beginning of the year. Interest on euro debt also acts as a partial hedge against exchange differences arising on net
income from our overseas operations. Sterling strengthened against the euro during the year by 6.6%.
www.hammerson.com 35
Strategic report Financial review Risks and uncertainties
Risk overview
As the restrictions from the pandemic were lifted during 2021, the
Group’s destinations re-opened with only minimal restrictions, and
business optimism grew in all of the Group’s markets. The optimism
was evident from the increase in footfall and sales and an
improvement in collections by landlords. Valuations of our portfolio
started to stabilise and the demand for new leases and lease renewals
started to grow. Through our targeted disposal of assets and new bond
issuance, we were able to effectively strengthen the Group’s financial
position to support delivery of its strategic objectives.
The Board maintained its focus on effectively managing its risks and at
the end of 2021 re-assessed several risks downwards. Of note, the
residual rating for the Capital structure risk (formerly Treasury risk)
was reduced from High to Medium following the steps taken during
the year to strengthen the Group’s balance sheet.
The Board confirms that during 2021 it has carried out a robust
assessment of the Group’s emerging and principal risks which are
presented in this section of the Annual Report.
Risk management responsibilities
The Board has overall responsibility for determining the Group’s
approach to managing financial, regulatory, operational and
reputational risk. It ensures that effective risk management is
integrated throughout the business and embedded within the Group’s
policies, processes, culture and values. Chart 40 illustrates the key
roles and responsibilities for risk management in the Group.
The Board also sets the Group’s risk appetite to ensure that risks are
managed within certain parameters with efficient use of resource.
Where controllable risks are outside the Group’s risk appetite, the
Board seeks to manage these down by implementing appropriate
controls wherever possible. The Board ensures each year that its risk
appetite is consistent with its strategy. In 2021, the Board re-assessed
its risk appetite for each princpal risk to identify those risks which
were outside appetite.
Risk review process
The Group’s key risks are derived from a systematic review of the
Group’s strategic priorities and approved each year by the Board. Both
the Group Executive Committee and the Board regularly monitor
these risks, including its 11 principal risks. These are the risks which
have the potential to significantly affect the Group’s strategic
objectives, operations or financial performance. The risks are classed
as either “external” risks, where market factors are the main influence
on change, or “operational” risks which, while subject to external
influence, are more in the control of management. The risks are assessed
for likelihood of occurrence and impact, after considering suitable
mitigations. Chart 39 is a heat map of the Group’s principal risks.
The Board monitors the status of the principal risks each quarter using
a Risk Dashboard which comprises several key risk indicators for each
of the principal risks. The risk indicators help the Board identify
whether those risks are beginning to crystallise or how they may
change in the future.
New and emerging risks are identified using horizon scanning by
members of the Group Executive Committee and the Board. These
risks are monitored on an ongoing basis to ensure that the Group is well
positioned to manage them if needed. Two new risks were identified
but no significant emerging risks have been identified in 2021.
In 2022, the Group will be reviewing its risk management framework
to ensure it has satisfactorily included the assessment of longer-term
risks outside the current three-year strategic horizon. It is expected
that this will apply chiefly to climate-related risks.
36
Hammerson plc Annual Report 2021
Assurance activity
The Audit Committee agrees the annual Internal Audit Plan which is
based on the principal risks. For 2022, the Audit Committee has
additionally introduced an annual cyclical plan which will each year
test the Group’s key financial controls. The Audit Committee will
continue to review the reports from the Internal Audit team and
monitor agreed actions to completion.
The Group has recently recruited a Director of Audit, Enterprise Risk
and Sustainability to strengthen its risk management and assurance
activity in 2022 and beyond. It is also in the process of hiring an
additional auditor with a strong background in financial control
and will continue to co-source those audits which require subject
matter expertise.
Risk detail
The Group’s overall risk profile reduced during the year with fewer
principal risks being assessed as having a high impact and likelihood.
The main movements in 2021 were as follows:
Decrease in risk
– Retail market and valuations (risk 2)* – The Covid-19 vaccination
programme has proved to be effective across the UK, France and
Ireland, thereby enabling our prime urban estates to re-open. The
macroeconomic environment in which the Group operates had also
started to recover as a consequence. Retailers started to trade again
across the Group’s assets in 2021, with increased business optimism
leading to a fall in the rate of property valuation decline. See Market
overview on page 11.
– Capital structure (risk 7, formerly named Treasury) – The Group
further strengthened its balance sheet by raising in excess
of £400 million in 2021 through disposals and through re-financing
activity such as the issuance of the €700 million 1.75%
sustainability-linked bond.
* The Retail market and Property investment risks were combined in 2021 to reflect
their interdependence.
Increase in risk
– People (risk 9) – Both the impacts of Covid-19 and the
organisational review were assessed as potentially affecting the
morale of colleagues, leading to an increase in voluntary colleague
turnover. This risk is expected to fall again within the next 2-3 years
as the impact of the pandemic subsides and the transformation
benefits begin to crystallise.
– Partnerships (risk 11) - The Group has identified in its strategy that
it will develop its assets for non-retail/mixed-use purposes. Some
JV partners are not aligned to the strategy, such that the Group will
need to explore alternative arrangements to achieve its goals.
New risks
The Board also identified two new risks following its strategic review
in October 2021. These were:
– Non-retail/mixed-use market (risk 3) – as the Group seeks to
accelerate its development pipeline with a broader mix of uses,
the Board will monitor the Group’s internal and external
capabilities, including potential partnerships to underpin the
development portfolio.
– Transformation (risk 10) – the Board will monitor the progress of
the Group’s digitalisation and automation plans.
The Board identified risks falling outside the Group’s risk appetite
to ensure that specific measures were being taken, wherever possible,
to reduce the residual risk. These risks have been identified in the
heat map.
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The Group continues to monitor the effects of the pandemic on the
economy and its stakeholders and will continue to plan to mitigate the
relevant risks. Similarly, even though the risks to the Group from the
UK’s exit from the EU in January 2021 are considered less material
than previously, the Group continues to monitor any relevant changes
to regulations.
Climate change
Both the physical and transitional risks associated with climate
change were assessed in 2021 through workshops with colleagues across
a range of areas. The risks and opportunities identified through that
exercise are outlined in the Sustainability review on pages 20 to 21, in
the Group’s separate Sustainability Report and in the Group’s separate
Managing Climate Risks report on www.hammerson.com/sustainability.
The Group has continued to reduce its carbon emissions and waste
and keeps its Net Positive strategy under review.
Future outlook
The impact of external factors continues to be the main concern for
the Group. However, there is growing optimism that as Covid-19
restrictions are lifted and the retail market continues to recover, the
Group will be able to act decisively to ensure the longer-term success
and viability of the business for the benefit of all stakeholders.
Chart 39
Residual Risk Heat Map
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Note: Arrow indicates change in risk assessment since publication of
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Group’s principal risks
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Macroeconomic*
Retail market and valuations*
Non-retail/mixed-use market (new)
Catastrophic event*
Tax and regulation*
Climate
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Capital structure*
Property development
People
Transformation (new)
Partnerships*
* Exceeds the Group’s risk appetite
Residual Risk Assessment
High risk
Medium risk
Low risk
Chart 40
Key roles and responsibilities for the Group’s management of risk
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Development
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France
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– Overall responsibility for risk management
– Sets overall risk framework for the Group
– Sets risk culture and appetite
– Reviews effectiveness of risk management
frameworks and individual risks on behalf of the
Board
– Oversight of system of internal control
– Approves 3rd line assurance activity
– Manages risk on a day-to-day basis through
policy, process and people
– Embeds risk appetite
– Reviews risk mitigation activities through risk
dashboard and matters brought to its attention
www.hammerson.com 37
Risks and uncertainties continued
Detailed risks
Further details of the Group’s 11 principal risks are shown below.
External risks
1. Macroeconomic
Residual risk assessment:
High
Risk
– Our financial performance is directly impacted by the
macroeconomic environment in the countries in which we operate.
Key factors affecting our occupiers, customers and the Group are GDP,
disposable income changes, employment levels, inflation, business
and consumer confidence, supply chain shortages, interest rates
and foreign exchange volatility
– Major events such as the Covid-19 pandemic create heightened
macroeconomic and property market uncertainty, adversely impacting
the Group’s performance
Mitigating factors/actions
– Diversified portfolio (sectors, geography and occupiers)
– Balanced approach to rent collection during periods of
lockdown/ centre closures
– Flagship destinations in the heart of major European cities
– Premium outlets in affluent catchments with strong tourist appeal
– Monitoring of macroeconomic research
– Economic outlook incorporated into annual Business Plan
– Ongoing assessment of post-Brexit impacts
2021 commentary
2021 change:
While Covid-19 caused a severe economic downturn across Europe,
the second half of 2021 witnessed a return to growth with continued
low unemployment levels. As take up of the vaccine grew in the UK,
Ireland and France, both business and government confidence grew
during the year.
Outlook commentary
Medium term change:
The roll-out of the booster vaccination programmes and the protection
models adopted by several European governments across Europe has
provided optimism for a future economic recovery. GDP in the UK and
France is forecast to reach 2019 levels towards the end of 2022 and
significantly surpass this in Ireland (source: A Balancing Act, OECD
Economic Outlook, December 2021).
However, the recovery from the pandemic is likely to be impacted by
several factors such as inflationary pressures arising from supply chain
shortages and significant energy price increases. Small interest rate rises
have recently been enacted and future increases are expected to follow.
Governments will need to address their heightened debt levels and ensure
future tax rises do not impair economic recovery.
Any significant new Covid-19 variants of concern could also result in the
imposition of restrictions and further economic damage.
38
Hammerson plc Annual Report 2021
2. Retail market and valuations*
Residual risk assessment:
High
Risk
– We own and operate property in a rapidly evolving retail marketplace.
Failure to anticipate and address structural changes in consumer and
occupational markets, such as omnichannel retailing and digital
technology, will impair future performance
– Retailer profitability, particularly in the UK, has been under significant
pressure due to increased costs, such as business rates and employment
costs, and the erosion of margins from channel shift. These challenges
have been severely exacerbated by the lockdowns and restrictions
associated with Covid-19. These pressures are filtering through from
retailers to landlords during lease negotiations
– Changing consumer shopping habits, including channel shift, are
adversely affecting certain retail categories, such as high street fashion
and traditional department stores. This has resulted in tenant failures
and shrinking store portfolios, causing an oversupply of physical retail
space and falling rents
– Retail property valuations have fallen in the last few years, adversely
affecting the delivery of future strategic plans and the Group’s financial
position, particularly debt covenants (see Capital structure, risk 7)
– Opportunities to divest properties are missed, or are limited by market
conditions, which reduces financial returns and adversely affects the
Group’s credit metrics and funding strategy
– Poor investment decisions involving acquisitions and disposals result
in sub-optimal returns
Mitigating factors/actions
– Flagship destinations in the heart of major European cities
– Premium outlets in affluent catchments with strong tourist appeal
– Diverse mix of retail categories and occupiers
– Disposals to focus on key markets and provide capital for repurposing
space away from challenged retail categories
– Digital innovation strategy to provide detailed customer insight and
communication with our customers
– Diversified portfolio limits impact of downturn or liquidity squeeze in a
single market
– Business planning incorporates valuation forecasts with downside
scenarios and stress tests
2021 commentary
2021 change:
Covid-19 restrictions have significantly impacted the retail market. The
pandemic has continued to accelerate the shift towards omnichannel
retailing and adversely affected profitability/viability of retailers, several
of which have closed stores. However, yields in the second half of 2021
started to stabilise as investor outlook turned less negative.
Outlook commentary
Medium term change:
With a continuing strong vaccination and booster programme, there are
signs that footfall is beginning to recover to 2019 levels, and that centres
will not need to close again. Whilst the recovery of the retail market is
fragile, retailers increasingly recognise the importance of physical retail
(which still formed more than 65% of UK retail sales in 2021) as part of
their omnichannel strategy. The rate of decline in valuations is stabilising
with medium-term forecasts indicating a slow improvement.
Whilst yields are beginning to stabilise, downside risk remains with the
rebasing of rental levels.
* The Retail market and Property investment risks from 2020 were combined in
2021 to reflect their interdependence
See Chief Executive’s statement on pages 4 to 8 and
Market overview on page 11
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Change:
Increasing
Decreasing
No change
3. Non-retail and mixed-use property
(new)
Residual risk assessment:
Low
4. Catastrophic event
Residual risk assessment:
High
Risk
– The Group targets the wrong part of the property sector
for its developments
– Development projects take significant time to deliver in which time
markets and local environments have changed
– Lack of access to capital on attractive terms, leads to lower profitability
or reduced liquidity
– The Group is unable to attract senior individuals with the correct
skills, knowledge and experience to successfully implement the
future strategy
Mitigating factors/actions
– Development plans include monitoring of macro and local economic
research. The Board approves all major commitments and performs
formal development reviews twice-yearly
– An organisational review has been undertaken to transform the
Group’s teams, operational activities and systems to align with the
delivery of the Group’s future strategic objectives and a more
diversified portfolio
– Hiring of experienced leaders and managers with mixed-use and city
centre development experience and backgrounds
– Engage or partner with experts and/or advisors to gain a deeper
understanding of alternative sectors and systematically identify
which developments will result in the greatest return and
alignment with the assets
2021 commentary
2021 change:
N/A
Risk is new in 2021
Outlook commentary
Medium term change:
Non-retail sectors, such as residential have proven resilient during the
pandemic with the trend forecast to be longer-term and are likely to be
relevant in our city centre estates. Office market demand varies across our
assets depending on several factors and is also evolving in response to
employers’ policies for office and remote working practices.
Risk
– Restrictions to contain pandemic disease, such as Covid-19, adversely
impact our operations due to the closure of stores, reduced footfall and
additional health and safety procedures
– Our operations, customer safety, reputation or financial performance
could be adversely affected by a major event such as a terrorist attack,
significant geopolitical volatility, flood, power shortage, civil unrest or
pandemic disease
– The increasing reliance on and use of digital technology heighten the
risks associated with IT and cyber security. Risks are continually
evolving, and we must design, implement and monitor effective
controls to protect the Group from cyber-attack or major IT failure
Mitigating factors/actions
– Health and Safety team maintain ISO45001 system
– Continuity plans at both corporate and individual property levels
– Core crisis group for dealing with major incidents with regular training
and mock incidents to test processes and procedures
– Physical security measures implemented and regularly reviewed
– Dialogue with security agencies to assess threat levels and best practice
– Flood threat regularly reviewed (see Climate, risk 6)
– Insurance cover for terrorism and property damage
– Good cybersecurity posture, continuously under review
2021 commentary
2021 change:
Rollout of the vaccination programme across the UK and Europe has
reduced the probability of further significant and prolonged closure
of our destinations resulting from Covid-19.
Outlook commentary
Medium term change:
The terrorism threat has recently been downgraded in the UK although
cyber risks continue to be heightened as threat actors continue to exploit
changes in working due to Covid-19. The Group’s cyber security controls
have continued to be strengthened and no major breaches were reported
during the year.
Although the risks of new Covid-19 variants such as Omicron will remain
in the medium term, our destinations are forecast to recover as workers
and customers return to city centres and brands focus their store
portfolios on high footfall flagships venues.
www.hammerson.com 39
Risks and uncertainties continued
5. Tax and regulation
Residual risk assessment:
Medium
6. Climate
Residual risk assessment:
Medium
Risk
– Governments have borrowed heavily to provide financial support
during the Covid-19 pandemic. This debt will need to be repaid through
increased taxes which could hinder future recovery
– The real estate and physical retail sectors have suffered rising costs
over recent years through higher business rates, living wage, stamp
duty etc. These adversely impact the profitability of our occupiers and
the Group’s financial performance
– There is an increasing burden from compliance and regulatory
requirements which can impede operational and financial performance
– The UK’s exit from the EU continues to create some uncertainty over
the future tax and regulatory environment
– Tax laws that apply to the Group’s businesses may be amended by the
relevant authorities, for example, as a result of changes in fiscal
circumstances or priorities
Mitigating factors/actions
– Maintenance of the Group’s low-risk tax status
– Regular meetings with key officials, including from
HMRC and government
– Regular tax compliance reviews and audits
– Advance planning for future regulatory and tax changes
– Participation in policy consultations and in industry-led dialogue with
policy makers through bodies such as REVO, BPF, EPRA etc.
– Monitoring of future regulation changes, especially in relation to Brexit
– Potential amendments or re-interpretations to tax laws and their
application to the Group are monitored regularly and, if relevant,
appropriate reflection in the financial statements is made. Any
necessary actions are taken to ensure ongoing efficiency while
remaining fully in compliance with regulations
2021 commentary
2021 change:
There were no significant regulatory changes in 2021, though the full
impact from Brexit will continue to crystallise over the next few years.
Tax laws that apply to the Group’s businesses continue to be subject to
amendment or change by the relevant authorities whereby the Group
continues to monitor closely these potential instances, seeking
independent advice where necessary.
Outlook commentary
Medium term change:
An increase of six percentage points in corporation tax in the UK from
2023 has already been announced and other tax increases may be
necessary to pay for Covid-19 related support, ultimately impacting
occupier cashflows. Future risks also remain around the maintenance of
the Group’s REIT/SIIC status including the obligation to make
accumulated distributions of £113 million by the end of 2022.
The Group continues to support the growing demands for a reform of the
UK business rates regime to more fairly reflect the reality of modern
omnichannel retailing.
See Financial review on page 27 and note 9
to the financial statements
Risk
– Asset-based actions to reduce carbon emissions are not sufficiently
focused or delivered at pace
– Failure to establish and communicate a strategy that properly addresses
climate risk including the setting and meeting of appropriate targets
could adversely impact the Group’s reputation (with occupiers and
customers), financial performance and investor demand
– Failure to provide assets in line with market standards
or customer preferences
– As the economy transitions to a more circular system, there could be
increased focus on minimising resource input and waste creation,
impacting the Group’s ability to obtain appropriate resources and
materials throughout its value chain
– Emerging environmental regulations and legislation, including
local climate-related initiatives, will increase reporting and
compliance requirements and potential for non-compliance if
not effectively managed
– Climate risk considerations adversely impact valuations
– Extreme weather events and other physical manifestations of
climate change impact our assets
Mitigating factors/actions
– Preliminary physical risk review completed, and exposure identified as low
– Senior management and Board provided with TCFD training
– Experienced sustainability team designs and implements our
sustainability strategy in collaboration with the wider business
– Established sustainability governance structure, from asset to Board
level, monitors key sustainability metrics, including performance and
management of climate-related legislative and regulatory risk
– Dedicated Sustainability Report produced to drive sustainability
initiatives and communicate performance, with external assurance of
environmental reporting
– Regular engagement with investors and across the wider property
industry on sustainability
2021 commentary
2021 change:
The Group has continued to respond positively through its sustainability
initiatives. Our focus on energy demand management and investment in
renewables reduces our exposure to carbon pricing, a key potential
transitional risk. Minimum Energy Efficiency Standards (MEES) risk is
limited and being managed out of the portfolio through improvements to
lighting, heating or air-conditioning units when new leases are signed or
when existing occupiers renew leases. We continue to report in line with
TCFD requirements (see page 20).
Outlook commentary
Medium term change:
The Group’s focus remains on reducing carbon emission through better
energy management and adoption of technology to improve energy
efficiency. It also intends to fund a Corporate Power Purchasing
Agreement to bring new clean energy to the UK grid.
However, climate-related risks continue to attract increasing external
attention, and this is expected to continue. National Carbon Budgets are
driving the need for real estate to reduce carbon emissions significantly
within the next ten years, as do investors’ Net Zero Carbon portfolio
targets. We continue to review our Net Positive strategy and the risk
implications in the long-term for our assets.
See Sustainability review on pages 16 to 19 and
www.hammerson.com/sustainability
40
Hammerson plc Annual Report 2021
Operational risks
7. Capital structure
Residual risk assessment:
Medium
Change:
Increasing
Decreasing
No change
8. Property development
Residual risk assessment:
Medium
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– Investor sentiment towards shopping centres as an asset class is weak,
driving down valuations. Reductions in valuations or income could
result in a breach of debt covenants, relating to both secured and
unsecured borrowings. Future strategic plans may not be delivered
as a result
– Poor treasury planning or external factors, including failures in the
banking market, ratings agency downgrades, or lack of access to capital
on attractive terms, leads to the Group having insufficient liquidity to
enable the delivery of our strategy objectives
– Major fluctuations in sterling or euro exchange rates, or a significant
increase in interest rates, could result in financial losses
Mitigating factors/actions
– Annual Business Plan includes a financing plan, scenario modelling and
covenant stress tests
– Proactive treasury planning to monitor covenant levels forecasts;
where necessary, negotiate waivers and amendments; and ensure
adequate liquidity is maintained relative to debt maturities
– Board approves and monitors key financing guidelines and metrics and
all major investment approvals supported by a financing plan
– Interest rate and currency hedging programmes used to mitigate
market volatility
2021 commentary
2021 change:
Risk
– Property development is inherently risky due to its complexity and
uncertain outcomes over the life of a project. Unsuccessful projects
result in adverse financial and reputational outcomes
– Major schemes have long delivery times with multiple milestones,
including planning and leasing
– Over-exposure to developments increases the potential financial
impact of adverse valuation, cost inflation or other market factors
which could overstretch the Group’s financial capacity
– Projects require appropriate resource and can be management
intensive and are challenging to amend or stop once onsite
Mitigating factors/actions
– Expertise and track record of developing iconic destinations
– Development plans and exposure included in annual business
planning process
– Board approves all major commitments and performs formal
development reviews twice-yearly
– Projects typically use fixed price contracts and appraisals contain
appropriate contingencies
– Group’s land holdings provide flexible future delivery options, such as
phasing, and require limited near term expenditure to progress to the
next decision stages
2021 commentary
2021 change:
Significant refinancing and disposal activity was successfully completed
in 2021 to strengthen the Group’s capital structure, in particular,
disposals raised £425 million and by the issuance of a €700 million 1.75%
sustainability-linked bond.
The Italik project in France was opened in June 2021 and the
Les 3 Fontaines, Cergy extension also in France progressed in line
with Board approval and is expected to open in March 2022.
Outlook commentary
Medium term change:
The Group has plans for further disposals to boost liquidity and deliver on
its long-term strategic goals, including its commitment to retain its
investment grade rating.
See Financial review on pages 29 to 35 and Going concern
assessment on page 23
Outlook commentary
Medium term change:
The Group’s land holdings are a key element of the future strategy, and
they currently require low levels of expenditure to maintain or secure
planning consents and unlock other development constraints. As the
Group seeks to accelerate its development pipeline, the Board will
continue to monitor the expected returns from these projects
(also see Risk 3).
See Financial review on pages 29 to 32
www.hammerson.com 41
Risks and uncertainties continued
9. People
Residual risk assessment:
Medium
10. Transformation (new)
Residual risk assessment:
Medium
Risk
– A failure to retain or recruit key management and other colleagues to
provide diverse and skilled teams could adversely impact operational
and corporate performance
– Weaker financial performance and market uncertainty adversely
impact colleague morale, retention and external recruitment
Risk
– Execution of the transformation programme, with its
interdependencies, is inherently risky
– Poor planning, delivery and review results in process and control gaps
– The Group does not effectively manage cultural change
– Impact and level of distraction on business-as-usual activity
– The Group’s organisational structure may hinder the achievement of
could be high
strategic objectives, particularly in times of significant activity
– Transformation costs may be higher than budget
Mitigating factors/actions
– Appointment at the beginning of 2022 of a new Chief People Officer
who will set-out a new people strategy
– Refresh of the Group’s vision, purpose and values
– Annual Business Plan includes human resources plan covering team
structures, training and talent management initiatives
Mitigating factors/actions
– Hire of an experienced Chief Information Officer
– Commitment to hiring strong transformation professionals
– Adoption of standard project delivery methodology
– Prioritisation of solutions to avoid stress and conflicts
– Engagement with process/ business owners to ensure delivery of the
– Succession planning undertaken across the senior management team
right solution
and direct reports
– Good governance planned to oversee costs, quality and timing
– Board approval required for significant people-related changes
– Training and development programmes and twice-yearly formal
colleague appraisal process
– Internal diversity and inclusion programme increases awareness and
fosters engagement
– Colleague Forum established to enable formal Board engagement with
feedback incorporated in management plans
– New Affinity Groups established to promote equality,
diversity and inclusion
2021 commentary
2021 change:
There have been significant demands on colleagues throughout the year
from the impact of Covid-19 and the subsequent organisational review
which will have affected morale and increased uncertainty.
Outlook commentary
Medium term change:
As the Group evolves its strategy towards the re-purposing of urban
estates with mixed use, it will need to continue to motivate and retain
people, ensure it offers the right colleague proposition as workforce
demands evolve and attract new skills in a changing market.
See Our colleagues on page 14
2021 commentary
2021 change:
N/A
Risk is new in 2021 but the Group has been in transformation since 2020.
Outlook commentary
Medium term change:
The Group will require new skills and capabilities in order to transform
selected aspects of its operations by automating and digitalising processes
and systems. There are also significant challenges to manage and
sequence a transformation programme whilst maintaining business as
usual and controlling the cost and delivery times of various workstreams.
Risks are being mitigated as new skills have been planned as part of the
reorganisation work, including programme management and external
expertise to support the Group’s transformation plans.
42
Hammerson plc Annual Report 2021
Change:
Increasing
Decreasing
No change
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
R
i
s
k
s
a
n
d
u
n
c
e
r
t
a
n
t
i
e
s
i
11. Partnerships
Residual risk assessment:
High
Risk
– A significant proportion of the Group’s properties are held in
conjunction with third parties. These structures limit the Group’s
control and can reduce liquidity
– Operational effectiveness and financing strategies may also be
adversely impacted if partners are not strategically aligned
– Several joint ventures and Value Retail contain secured debt facilities.
Weak collections and valuations (due to Covid-19) could impact
covenants
– Our Value Retail investment is externally managed, and this reduces
control and transparency over performance and governance. The
interests also contain transaction pre-emption rights in favour of the
Group and other investors and limit the liquidity and investor appetite
for this investment
Mitigating factors/actions
– Track record of working effectively with diverse range of partners
– Agreements provide liquidity for partners while protecting
the Group’s interests
– Annual joint venture business plans ensure operational
and strategic alignment
– Proactive covenant monitoring and negotiations with secured lenders
to manage covenant stress and breaches
– The Group operates significant influence through governance rights
and Board representation for its Value Retail investments
– Value Retail is subject to local external audit and valuations, with
oversight by the Audit Committee and the Group’s external auditor
2021 commentary
2021 change:
While three jointly held assets have been sold in 2021, JV exposure
remains high as a number of co-ownerships are currently not fully aligned
to the the Group’s development strategy.
Outlook commentary
Medium term change:
The Group may need to enter new partnerships as it moves into the
mixed-use/ non-retail market.
See notes 14 and 15 to the financial statements on pages
127 to 135 and the Financial review on pages 26 and 32
www.hammerson.com 43
Risks and uncertainties continued
Focus on health, safety and security
Health, safety and security management is at the forefront of considerations
in the Group’s decision-making and risk management activities.
Keeping safe under Covid-19
The Group continued to manage its response to the pandemic through
its dedicated core crisis group, made up of senior colleagues from the
UK, Ireland and France, with regular updates to the GEC. The Group
continued to comply with country specific government guidelines and
legal requirements and ensured best practice precautions were
adopted to keep colleagues, customers, occupiers and suppliers safe.
Our destinations were closed for part of the year, with only essential
retail operating during this time. Once opened, our destinations
complied with specific restrictions according to jurisdiction and sector.
The closure of our offices largely mirrored the closure of our
destinations and colleagues were told to work from home unless it was
necessary to travel to the office (either for business purposes or
personal wellbeing). The Group promoted control measures such as
social distancing, increased ventilation and encouraged all our
colleagues to receive a vaccination in line with government guidance
and to take a lateral flow test before coming into work. In total, the
number of Covid-19 cases identified in our offices was less than 50 and
our investigations found that there was no evidence that these cases
were contracted in the work environment. The Group ensured all
colleagues were provided with face coverings and hand sanitizer as
required and the H&S management tool was used to track Covid-19
cases for colleagues and suppliers.
Covid-19 test centres and vaccination centres could be found in most
of our assets in 2021.
Operational safety
With a continued focus on operational safety, the Group retained its
strong safety record in 2021 with only two RIDDOR incidents and no
outstanding ‘intolerable’ risks at the year-end. Intolerable risks are
defined as those risks which the Group must mitigate before any
associated business activity can take place.
In 2021, the Group updated its health and safety management system
from OHSAS 18001 to the ISO 45001. The new standard adopts a more
proactive approach to prevention of work-related injuries, illness and
fatalities. It places greater emphasis on leadership involvement and
incorporates health and safety into existing business processes. The
Group also introduced a new Security management system in the year,
in response to the 2022 “Protect Duty” legislation to make publicly
accessible places safe from terrorist attacks. The teams managing both
systems work closely together.
The Group started using ‘health, safety and security moments’ at the
beginning of operational meetings to reinforce the importance of
safety and security. A health, safety and security moment can be a
short presentation or discussion about a recent incident or
observation and lessons learnt. The practice is used widely across
organisations to reinforce the desired culture.
Group governance
In 2021, the Group’s health, safety and security working group met
quarterly and was chaired by Grégoire Peureux, Chief Operating
Officer (COO), as the executive sponsor for health, safety and security.
The purpose of the group was to:
– Provide assurance to the GEC that relevant risks were being
mitigated to the industry standard known as “As Low As Reasonably
Practicable” (the ALARP model)
– Implement the Group’s health, safety and security strategy and
ensure that the management system manuals and business
decision-making are aligned to it
– Set objectives and targets relating to customers, occupiers and
assets and cascade them to colleagues in Operations as part of an
annual objective setting process. Examples of targets are achieving
zero intolerable risks or maintain the ISO 450001 accreditation
All health, safety and security incidents were managed via the health
and safety or security management systems. Data from these systems
was used to produce performance reporting against KPIs (relating, for
example, to RIDDORs, incidents, compliance) which was reviewed
monthly at the UK & Ireland and France operational health, safety and
security working groups, and quarterly at the Group’s health, safety
and security working group. Key decisions and any significant issues
are escalated to the GEC and the Board.
Health, safety and security matters will be governed entirely through
the GEC in 2022.
Looking forward to 2022
Throughout the year opportunities were identified to improve health,
safety and security management. The Group plans to begin to
implement these improvements in 2022:
– Conducting a health, safety and security survey with all colleagues
to gain further insight into the nature of the Group’s health, safety
and security culture and to identify areas for improvement
– Moving the Computer Aided Facilities Management (CAFM)
system, used to manage planned preventative and reactive asset
maintenance, which was previously administered by our mechanical
and engineering subcontractor, to being administered internally.
The move to internal administration will increase management
control and visibility of the end-to-end processes and make impacts
on health, safety and security more effective
– Implementing a new destination contractor management
system (ePermit) to harmonise the approach to contractor
management across our destinations, including contractor
inductions, verification of contractor requirements and records
of contractor activity.
44
Hammerson plc Annual Report 2021
Viability statement
The Directors have considered the future viability of the Group, taking into
account its current position, strategy, risk assessment and future prospects.
Assessment of prospects
Following the appointment of a new Chief Executive in November
2020, the Group completed a strategic review in 2021, with the new
strategy announced at the time of the Group’s half-year results in
August. The new strategy is explained in the Chief Executive’s
statement on page 5 with the four strategic elements being:
– Deliver a sustainable and resilient capital structure
– Create an agile platform
– Reinvigorate our assets
– Accelerate development
The strategy is underpinned by the Group’s commitment to
sustainability and the Chief Executive’s statement also includes a
review of performance during 2021 and future outlook.
The Strategic report includes an updated business model on page 9;
current assessments of market trends on page 11, risks and
uncertainties on pages 36 to 43; and sets out the strategic priorities in
2022 on page 10.
Assessment of viability period
The Directors have assessed the viability of the Group taking account
of the Group’s current financial position and the potential impact of
our principal risks. The assessment takes account of the Group’s new
strategy which needs to be delivered against a still uncertain economic
backdrop arising from the pandemic, supply chain challenges, inflation
and rising global tensions.
A key tool to support the assessment is the Group’s Business Plan (the
Plan), which was approved by the Board in December 2021. This was
prepared against the backdrop explained above and is summarised
below. The Plan took account of the significant progress made in 2021
with the Group’s financial position strengthened following the
disposals and refinancing undertaken in the year. At 31 December
2021, the Group’s net debt, excluding Value Retail, was £415 million,
19% lower than at the previous year end; liquidity was £1.46 billion
(2020: £1.75 billion); the average debt maturity profile was 4.1 years
(2020: 3.5 years); and the Group had no unsecured debt maturities not
covered by available liquidity until 2025.
At 31 December 2021, Value Retail has net debt of £1.8 billion (Group’s
share £680 million). This comprises borrowings of £2.0 billion and
cash of £0.2 billion (Group’s share £757 million and £77 million
respectively). The borrowings represent secured loans which mature
over the five years, with 75% of the debt maturing over the period to
31 December 2024.
Other factors considered in assessing viability were the Group’s lower
average unexpired lease term, subject to a tenant break or expiry, of
4.7 years compared to 5.1 years in the prior year. At 31 December 2021,
45% of the Group’s passing rent is subject to a tenant break or expiry
over the next three years. There are also uncertainties associated with
forecasting how the redeployment of capital will reshape the Group in
the future.
While the Group’s position has improved compared to the prior year,
significant work remains to deliver the Group’s new strategy and the
level of uncertainty remains elevated, with four of the Group’s
principal risks still being judged as “high” residual risk. Having
considered all of the above factors, the Directors have concluded that a
three year period to 31 December 2024 reflects an appropriate viability
assessment period (Viability period) for the Group.
Plan summary
The Plan contained income statement, balance sheet and cash flow
forecasts, financing strategies and portfolio plans, including disposals,
asset management initiatives and development projects. The Plan
forecasts financing and debt covenant metrics including headroom
calculations and compliance with the Group’s unsecured debt
covenants being maintained throughout the Viability period.
The forecasts were compiled on a detailed, lease-by-lease basis and the
key Plan assumptions included:
– A slow but steady recovery from the Covid-19 pandemic over the
course of 2022 with leasing volumes and collections returning to
pre-pandemic levels from 2023
– Valuation capitalisation yields remaining stable in the near-term
supported by, as witnessed in investment markets since 30 June
2021, strengthening liquidity and investor appetite for retail assets
– A recovery in international travel and growing demand for
discounted luxury goods at Value Retail Villages
– The completion of a disciplined disposals programme and
reinvestment of proceeds into asset repositioning and mixed-use
development opportunities
– The retention of the Group’s investment grade rating and access to
debt capital markets on reasonable commercial terms, in relation to
both unsecured and secured borrowings, to refinance maturing
facilities, loans and bonds
– Delivery of sustainability-related projects to ensure compliance
with environmental regulations and legislation such as EPCs and
MEES and achieve the Group’s targets under its €700 million
sustainability-linked bond
To enable the Board to understand the Group’s projected performance
and resilience, a number of different scenarios were prepared,
principally varying disposal and capital deployment assumptions.
From a viability assessment perspective a “Viability” scenario of the
Plan was prepared. This incorporated the same adverse outlook
assumptions as in the Severe but plausible scenario used in the
Group’s going concern assessment.
Assessment of viability
For the purposes of reviewing the Group’s viability, the Viability
scenario included assumptions concerning adverse changes to rental
income, property values, capital expenditure and refinancing plans
and did not assume any non-contracted future disposals. These key
assumptions reflect the Group’s principal risks which are most likely
to impact the Group over the three-year Viability period, all of which,
except Capital structure, are currently deemed to have a high residual
risk. The risks and assumptions are explained in the table on the
following page:
www.hammerson.com 45
Strategic report Viability statement Viability statement continued
Principal risk explanation
Viability scenario key assumptions
Macroeconomic, Catastrophic event
The future performance of the Group is dependent
on the speed and strength of the forecast recovery
from the Covid-19 pandemic in the countries in
which the Group operates.
This will be affected by the speed that current
government restrictions are lifted and the pressures
on customers and occupiers from rising costs.
Retail market and valuation
The Covid-19 pandemic severely impacted the
majority of the Group’s occupiers. While 2021 saw an
improvement in trade, footfall and sales have yet to
fully recover to pre-pandemic levels. Any significant
adverse impact from Covid-19, rising costs, or supply
chain issues, will increase the likelihood of tenant
restructuring and will make the collection of arrears
and negotiating future rents more challenging.
Capital structure, Partnerships
The Group’s debt covenants could be breached if there
was a significant downturn in valuations or income.
The Group must maintain access to credit markets,
on reasonable commercial terms, to enable
refinancing of maturing borrowings.
These issues also apply to secured borrowings in
the Group’s joint ventures and Value Retail. While
non-recourse to the Group’s unsecured borrowings,
covenant or refinancing issues with these loans would
adversely impact the Group’s financial position.
The emergence of new variants of Covid-19 resulting in the re-imposition of containment
measures, such as social distancing or trading restrictions on certain types of commercial
activity. This results in a weak economic and consumer recovery over the Viability period.
Also, lower levels of international travel and tourism over the same period.
A deterioration in the occupational retail market resulting in lower footfall and
collections, the granting of concessions to support occupiers, and the write-off of
outstanding arrears and impairment of incentives from tenant restructuring.
This results in lower income projections, with Group NRI, on a like-for-like basis
excluding Value Retail, being approximately two-thirds lower in 2022 than in 2019. NRI
is forecast to begin to recover after 2023, such that like-for-like NRI is approximately
35% lower in 2024 than in 2019.
It is also assumed that any Covid-19 trading restrictions, would also significantly reduce
the Group’s share of earnings from Value Retail, where income is more heavily turnover-
based. This scenario assumes that, compared to 2019, the Group’s share of adjusted
earnings would be approximately two-thirds lower in 2022, and approximately 40%
lower in 2023 and 2024.
The adverse occupational market assumptions are forecast to result in weaker property
values and non-committed capital expenditure is reduced by 25%. This results in a Group
capital return, including Value Retail Villages, over the three year Viability period being
around -12%.
The Group retains access to debt capital markets and is able to refinance maturing bank
facilities ahead of their maturities in 2023 and 2024 on reasonable commercial terms.
The Viability scenario assumes that the unsecured bond maturing in 2023 of £197 million
is repaid using existing liquidity. In addition, the adverse valuation reductions result in
the unencumbered asset ratio at 30 June 2023 falling just below the covenant of 150%.
This covenant is only applicable to the Group’s private placement notes, which totalled
£216 million at 31 December 2021, and in the Viability scenario are assumed to be
redeemed from forecast liquidity in June 2023 for their outstanding value plus a
make-whole amount.
There is also £1.0 billion (Group’s share) of secured debt, maturing by 31 December 2024.
The two most significant borrowings are £623 million of secured loans held by Value
Retail, and £252 million relating to the loan secured against Dundrum Town Centre,
Dublin. The Viability scenario assumes these loans are fully refinanced ahead of maturity.
Disposals would be expected to improve the financial forecasts,
however their precise impact on the financial projections and Group’s
debt covenants is dependent on the timing of a sale; the level of
proceeds relative to book value; the ownership structure; and whether
any debt is secured against the properties sold. In addition, disposal
proceeds would provide additional liquidity to support the refinancing
requirements over the Viability period.
Conclusion
Based on their detailed assessment of the Viability scenario the
Directors confirm that they have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as
they fall due over the three year period to 31 December 2024.
Scenario outcome
Under the Viability scenario, the Group continues to retain
comfortable levels of liquidity and from an unsecured borrowing
covenant perspective over the Viability period the following is forecast:
– Gearing remains below 100% compared with tightest covenant level
of 150% in the bank facilities and private placement notes. At the end
of the Viability period, this is equivalent to the Group being able to
withstand further valuation reductions of 16%
– The lower NRI forecast reduces interest cover over the assessment
period although it remains comfortably above the covenant level of
125%. At the lowest covenant level in December 2022, the Group
could withstand further NRI reductions of 20%. Interest cover is
then forecast to improve over the rest of the Viability period
Mitigation actions
While the Viability scenario does not assume any future disposals, the
Group will continue with its disciplined disposal programme of
non-core assets which were included in the Plan.
Even in challenging markets, the Group has completed or exchanged
disposals with gross proceeds of £1.0 billion since the beginning of
2020, and the diversity of the Group’s portfolio, in terms of location
and sector, provides access to a range of investment markets.
46
Hammerson plc Annual Report 2021
Non-financial information statement
The Companies Act 2006 requires the Company to disclose certain
non-financial information within this Annual Report. This
information can be found in the following locations within the
Strategic report (or are incorporated into the Strategic report by
reference for these purposes):
The Group also applies a range of policies and procedures relating to
colleagues, environmental and social matters, human rights and
anti-bribery and corruption. A description of these polices, the due
diligence measures we undertake to implement them and the results
of applying these policies, are all set out in Table 42:
Table 41
Index of non-financial reporting disclosures
Non-financial information
Business model
Principal risks
Non-financial key performance indicators
Page/s
9
36 - 44
12 - 13
Key
Table 42
Environmental
matters
Social matters
Employees
Human rights
Anti-bribery
and corruption
Key policies and procedures relevant to non-financial reporting disclosures
Policy
Description
Policy application and outcomes
Associated
reporting
requirement
Energy policy
Environmental
policy
Climate change
policy
Sets out the Group's commitment to
endeavour to use best practice in the
design and operation of the Group's assets
to minimise energy demand across
multiple time horizons and procure
energy in a responsible manner
Includes the Group's overarching
commitment to design and build
properties using sustainable materials and
practices and manage properties under the
Group's control efficiently to reduce
waste, emissions and consumption of
natural resources
Sets out the Group's commitment to
develop and implement climate change
management and mitigation strategies at
business and asset level
Biodiversity
policy
Code of conduct
Aims to ensure that opportunities to
protect, enhance and restore biodiversity
are maximised while ensuring that any
negative impacts resulting from the
Group's business operations are minimised
Sets out expectations for colleagues'
personal behaviour including treating
others with respect, acting fairly in dealing
with stakeholders, complying with laws and
maintaining integrity in financial reporting
The Group procured 100% renewable electricity in 2021, as
well as undertaking audits and compliance reviews within the
ISO 50001 compliant energy management system. We have
continued to manage the Group’s significant energy users by
delivering smart metering, LED, PV and ventilation projects
across selected assets. Also see page 16 for the Group’s
Sustainability review.
In 2021 we maintained our ISO 14001 and ISO 50001
accreditation across the UK and Ireland. To ensure we
continue to improve and embed proactive environmental
management we have also implemented an ISO 14001
compliant management system in Rue Cambon (our principal
office in France), Nicetoile and Les Terrasses du Port in
France. Also see page 16 for the Group's Sustainability review.
The Group identified colleagues in core roles within the
business to participate in a Climate Scenarios workshop in
2021. This workshop identified the potential impacts of
climate change and mitigation we can implement to
strengthen our resilience against climate-related risks. To
support this we have adopted the LETI guidance with a view
to ensuring that our developments respond to the demands of
future climates and minimise negative climate-related
impacts by addressing climate change within the design
process. Also see page 20 for the Group’s response to TCFD
reporting requirements.
In 2021 we completed a number of projects to enhance
biodiversity across our assets, including installing a bug hotel
at Union Square and supporting seagrass research at
Westquay, as well as increasing green space and planting
across our assets. Also see page 16 for the Group’s
Sustainability review.
The Code of conduct is issued to all colleagues across the
Group and supported by training during new colleague
induction, as well as being reinforced by the Board’s and
senior leadership’s actions and communications. No material
breaches were alleged or identified during 2021. Also see page
14 for more information on our colleagues.
www.hammerson.com 47
Strategic report Non-financial information statement Non-financial information statement continued
Policy
Description
Policy application and outcomes
Associated
reporting
requirement
Equal
opportunities
policy
Confirms the Group's commitment
to equal opportunities and diversity
and the Group's opposition to all forms
of unlawful discrimination
Health, safety
and security
policy
Sets out measures designed to ensure a
culture of health and safety best practice
that leads to the elimination or reduction
in risks to health, safety and security of all
associated with the Group
Modern slavery
and human
trafficking
statement
Responsible
procurement
policy
Supply chain
code of conduct
and
procurement
Anti-bribery
and corruption
policy*
Whistleblowing
policy*
Gifts and
entertainment
policy*
Sets out the approach taken by the
Group to understand the potential
modern slavery risks associated with
the Group's business and explains the
actions taken to prevent slavery and
human trafficking within the Group's
operations and supply chains
Sets out the Group's objectives to promote
responsible procurement through the
purchase of environmentally and socially
sustainable goods and services and engage
with key suppliers to encourage better
performance and effective management of
environmental and social risks within the
Group's supply chain
Outlines a set of best practice standards
that apply to all Group suppliers (covering
legal requirements, labour standards,
health and safety and environmental
responsibility) and explains how the
Group measures and monitors supplier
adherence to such standards
Sets out the Group's zero tolerance policy
in relation to bribery and corruption,
including prohibitions on improper and
facilitation payments, and penalties for
breach of policy
Encourages colleagues to report any
concerns they may have in relation to
health and safety matters, the
environment, or any other unethical,
unfair, dangerous or illegal behaviour, sets
out the process for doing so and confirms
that whistleblowers will not be victimised
Explains the forms of, and circumstances
in which, gifts or entertainment might be
acceptable and the reporting and approval
procedures to follow where colleagues
wish to offer, or receive, hospitality
The policy is available to all colleagues and applied in relation to all hiring
and promotion decisions at all levels, including when considering disabled
colleagues or applicants. No breaches of the policy were alleged or
identified during 2021. The ethos of the policy is supported by four
colleague-led affinity groups (LGBTQ+, Race and Ethnicity, Women and
Wellbeing), each of which has a sponsor on the Group Executive
Committee and partners with Group Communications and HR to deliver
relevant news, events and initiatives to colleagues across the Group. Also
see page 14 for more information on our colleagues.
The policy is applied through our robust management system across the
UK and Ireland (externally certified to ISO 45001 standard). In 2021,
updated risk management processes (including reporting more safety
observations and near misses) led to more potential risks being dealt with
before becoming substantive risks - this was reflected in a reduction in
RIDDOR reportable incidents to two (2020: four) - and no intolerable
risks were outstanding as at 31 December 2021. One Improvement Notice
was received from an Environmental Health Officer in relation to a
non-core property within one of our estates in 2021. The Group
immediately took steps to address the areas for improvement raised and
has subsequently received confirmation that these measures are adequate
and no further action is required. Also see page 44 for more information
on health, safety and security matters.
Modern slavery awareness is maintained across the Group's operational
teams and specific training is provided to colleagues through the Group's
online training system. Key risk areas identified are within the Group's
supply chain and relate to construction activities and low-skilled support
services – both areas remained low as part of the Group's overall risk
assessment in 2021. No incidents of modern slavery or human trafficking
were identified or alleged during 2021.
The policy was applied to all procurement activities undertaken across
both operational and development activities in 2021. The policy is also
linked to the Recommendation for Appointment process necessary to
approve third party consultants, contractors and suppliers. No material
breaches were alleged or identified during 2021.
This is fully embedded in the new procurement process – each new
supplier to the Group must subscribe to the code of conduct and complete
the accompanying questionnaire in order to gain Approved Supplier
status. This is also linked to the Recommendation for Appointment
process necessary to approve third party consultants, contractors and
suppliers. No material breaches were alleged or identified during 2021.
The policy is issued to all colleagues across the Group alongside the Gifts
and entertainment policy (see below) and supported by training delivered
during the new colleague induction. A declaration of conformity is
included in the Recommendation for Appointment process necessary to
approve third party consultants, contractors and suppliers. No incidents
of bribery or corruption were alleged or identified during 2021.
The policy is issued to all colleagues across the Group and supported by
training during new colleague induction.
During 2021 one allegation of fraud was raised but, on further
investigation, was not substantiated.
The policy is issued to all colleagues across the Group and supported by
training during new colleague induction
Gifts and entertainment registers maintained across the Group and are
reviewed periodically. No breaches were alleged or identified during 2021.
All policies are available on the Company's website at www.hammerson.com save for those marked with a * which are available to all colleagues
through the Company's intranet.
2021 Strategic report
Pages 1 to 48 of this Annual Report constitute the Strategic report which was approved and signed on behalf of the Board on 3 March 2022.
Rita-Rose Gagné
Director
Himanshu Raja
Director
48
Hammerson plc Annual Report 2021
Board of Directors
Key to Committee membership
A
I
N
Audit Committee
Investment and Disposal Committee
Nomination Committee
R
Remuneration Committee
Committee Chair
Full biographical details for
each Director and full details
of external appointments can
be found on our website at
www.hammerson.com
You can view details
of our Group Executive
Committee members
on our website at
www.hammerson.com
G
o
v
e
r
n
a
n
c
e
B
o
a
r
d
o
f
D
i
r
e
c
t
o
r
s
I
N
A N R
I
N
R
N R
Robert Noel
Chair of the Board
Rita-Rose Gagné
Chief Executive
Himanshu Raja
Chief Financial
Officer
Habib Annous
Non-Executive
Director
Méka Brunel
Non-Executive
Director
Gwyn Burr
Senior Independent
Director
Appointed to
the Board
21 May 2012 and
appointed as Senior
Independent Director on
25 January 2019
Gwyn’s contribution to the
Board is enhanced by her
broad expertise in
marketing, customer
services, human resources,
sustainability and strategy
gained through senior
roles at major retail
brands, including Asda and
Sainsbury’s. Gwyn’s
extensive board
experience and
understanding of different
points of view and
business circumstances
underpin her role as the
Senior Independent
Director.
External Listed
Directorships
Non-Executive Director of
Taylor Wimpey plc and
Senior Independent
Director of Made.com
Group Plc. Member of the
Supervisory Board at
Metro AG and Just Eat
Takeaway.com N.V.
Appointed to
the Board
1 September 2020 and
appointed as Chair on
7 September 2020
Robert brings extensive
property industry
knowledge and experience
to the Board having built a
long and successful career
spanning over 30 years in
the real estate sector. Most
notably, Robert was Chief
Executive Officer at Land
Securities Group Plc
(Landsec) from 2012 until
March 2020. Prior to
joining Landsec in 2010,
Robert was Property
Director at Great Portland
Estates Plc from 2002 to
2009 and from 1992 to
2002 he was a Director of
Nelson Bakewell, the
property services group.
External Listed
Directorships
Senior Independent
Director at
Taylor Wimpey Plc.
Appointed to
the Board
2 November 2020
Appointed to
the Board
26 April 2021
Appointed to
the Board
5 May 2021
Appointed to
the Board
1 December 2019
Rita-Rose has a wealth of
experience in global real
estate investment, asset
management, M&A and
strategy. She has worked in
property markets across
the world and her
expertise spans across
various asset classes and
mixed-use assets,
including residential,
retail, office and logistics.
Prior to Hammerson, she
held various executive
roles at the global real
estate company, Ivanhoé
Cambridge. Most recently,
Rita-Rose was President of
Growth Markets, where
she managed over $7.6bn
of real estate assets plus
development projects
across markets in Asia and
Latin America. She is
Non-Executive Director of
Value Retail plc.
Himanshu brings to the
Board strong financial,
strategic and leadership
qualities as well as
extensive experience in
business transformation
and debt and equity
markets. He was most
recently CFO at
Countrywide Ltd
(formerly Countrywide
plc) from 2017 until 2021.
Prior to that he served as
CFO at G4S plc where he
was responsible for
finance, treasury, tax,
investor relations, M&A,
IT and procurement.
Previously, Himanshu was
CFO of Misys plc and also
Logica plc, where he led
the sale of the group to
CGI in a £2.1bn
transaction.
Habib brings to the Board
30 years’ experience in
investment management
across a range of sectors.
Most recently, he was a
partner at Capital Group,
from 2002 to 2020, where
he was responsible for the
European Real Estate
sector as well as a number
of other industries. He
started his career as an
equity analyst in 1988 with
responsibility for UK Real
Estate. He became a Fund
Manager in 1989 at Lazard
Investors and then moved
to Barclays Global
Investors and
subsequently to Merrill
Lynch Investment
Managers. Habib is an
adviser to the Investor
Forum.
Méka has broad
experience in the
European real estate
sector which, together
with her knowledge and
skills in property outside
of retail, strengthens the
Board’s expertise. Her
previous roles include
Director of Strategic
Development at Gecina in
2003 and CEO of Eurosic
in 2006. In 2009, she
joined Ivanhoé Cambridge
as European President
before returning to Gecina
in 2014 as a Non-Executive
Director and was
appointed CEO in 2017.
Méka is Chair of the
European Public Real
Estate Association.
External Listed
Directorships
CEO and Board member
of Gecina.
A
N
I
N
A
N
A
I
N
N
R
Mike
Butterworth
Non-Executive
Director
Appointed to
the Board
1 January 2021
Des de Beer
Non-Executive
Director
Andrew Formica
Non-Executive
Director
Adam Metz
Non-Executive
Director
Carol Welch
Non-Executive
Director
Appointed to
the Board
15 June 2020
Appointed to
the Board
26 November 2015
Appointed to
the Board
22 July 2019
Appointed to
the Board
1 March 2019
Mike brings to the Board
25 years’ experience in
senior finance roles in
businesses across a range
of sectors including
technology,
manufacturing,
communications,
healthcare and beverages.
Previously he was CFO of
Incepta Group plc and
Cookson Group plc, as well
as Non-Executive Director
at Johnston Press plc, Kin
and Carta Group plc, Stock
Spirits Group plc and
Cambian Group plc.
External Listed
Directorships
Non-Executive Director
and Chair of the Audit
Committee of Pressure
Technologies plc and
Focusrite plc.
Des has wide experience in
property investment and
management, and spent
his early career at Nedcor
Investment Bank as
General Manager,
Corporate Equity and
Executive Committee
member. He was a founder
of Resilient REIT, a South
African Real Estate
Investment Trust, serving
as its CEO since listing in
2002. He was also a
founder of NEPI
Rockcastle plc and served
on its board until May
2020.
External Listed
Directorships
CEO at Resilient REIT Ltd
and Non-Executive
Director of Lighthouse
Capital Ltd.
Andrew brings deep
experience in capital
markets and fund
management, including
property management,
and has managed
portfolios and businesses
across Europe and
globally. In particular, he
has experience of
managing complex
businesses through
periods of change. Andrew
previously spent 10 years
as CEO of Henderson
Group plc and then
Co-CEO of Janus
Henderson after its
merger in 2017.
External Listed
Directorships
CEO of Jupiter Fund
Management plc.
Adam brings to the Board
wide-ranging knowledge
in retail and commercial
real estate, and extensive
investment experience
gained at Blackstone
Group, TPG Capital and
the Carlyle Group. His
comprehensive experience
in real estate investment
and strategy in the US,
Europe and Asia, through
listed companies and
private equity, enables him
to make a valuable
contribution to our Board.
Adam sits on the boards of
four Morgan Stanley fund
entities.
External Listed
Directorships
Non-Executive Director of
Galata Acquisition Corp.
Carol brings a wealth of
experience in commercial,
marketing, innovation and
digital gained while
working in senior roles at
global businesses, such as
PepsiCo, Cadbury
Schweppes and Associated
British Foods. She also
brings useful leisure, retail
and hospitality experience
gained through her role as
Chief Marketing Officer at
Costa Coffee as well as her
current role as Managing
Director UK & Ireland and
European Commercial
Officer at ODEON. Carol is
our Designated
Non-Executive Director
for Colleague Engagement.
www.hammerson.com 49
Corporate Governance report
Dear Shareholders
I am pleased to present the Corporate Governance report for 2021.
The Company is subject to the UK Corporate Governance Code 2018
(the Code). The Code is available on the website of the Financial
Reporting Council at www.frc.org.uk. The purpose of the Code is to
promote the highest ethical and governance standards for UK
premium listed businesses to contribute to long-term sustainable
success. I confirm that the Company has applied all of the principles
and complied with all of the provisions of the Code in full during 2021.
The Company’s compliance with the Code is reported against each of
the five main sections of the Code: Board leadership and Company
purpose; division of responsibilities; composition, succession and
evaluation; audit, risk and internal control; and remuneration.
The Company’s disclosures on the way it has applied the principles
of the Code can be found throughout this Annual Report on the
following pages:
Table 43
Code section
Board leadership and Company purpose
The role of the Board
Purpose and strategy
Culture and values
Stakeholder and workforce engagement
Division of responsibilities
The roles of the Directors
Director commitment
Board Committees
Board support
Composition, succession and evaluation
Composition and succession
Board effectiveness review
Nomination Committee report
Audit, risk and internal control
Risk management and internal controls
Fair, balanced and understandable assessment
Audit Committee report
Remuneration
Directors’ Remuneration report
Page
50
50
50
51
52
53
53
54
54
54
59
54
55
62
66
Board leadership and
Company purpose
The role of the Board
The primary duty of the Board is to promote the long-term success of
the Company through setting a clear purpose and strategy which
creates long-term value for its stakeholders. It aligns the Group’s
culture with its strategy, purpose and values and sets the strategic
direction and governance of the Group. The Board has ultimate
responsibility for the Group’s management, direction and
performance and ensuring that sufficient resources are available to
enable management to meet the strategic objectives set.
The Board undertakes various duties in accordance with the Matters
Reserved to the Board, including approving major acquisitions,
disposals, capital expenditure and financing. The Board also oversees
the system of internal controls, corporate governance and risk
management, including climate-related risks and opportunities, and
approves the annual Business Plan.
Details of the Board of Directors of the Company are set out on page 49
and further information on each Director can be found on the
Company’s website at www.hammerson.com. Details of the various
Director roles are set out in the ‘Division of responsibilities’ section on
page 52.
Purpose and strategy
The Group has a clear purpose: we are an owner, operator and
developer of sustainable prime urban real estate.
The Board has been focused on providing leadership and support to
the Executive team as well as an objective, independent and
constructive view on strategy and the business. The Executive team
and senior management undertook a strategic and organisational
review in the first half of the year. The review was aimed at reducing
operating costs and ensuring the Group concentrates on optimising
our current space, accelerating our development pipeline and building
the right capabilities for an owner, operator and developer of prime
urban estates. The results of the review were set out in August in the
form of a strategy for long-term success based on a more conservative
capital structure; a more accountable and empowered culture; and the
ability and capability to innovate and exploit opportunities within our
existing portfolio and beyond. Further detail on how the Company
generates and preserves value over the long term is set out in the Chief
Executive’s statement on pages 4 to 8 and Our business model on page 9.
Culture and values
The values of ambition, respect, collaboration and responsibility are
embedded in the business. Following the strategic review and the
organisational changes during 2021, the senior leadership team will
work with colleagues in 2022 to review and refine Hammerson’s
values to reflect our new strategy, with appropriate oversight and
input from the Board.
50
Hammerson plc Annual Report 2021
The Group is committed to fully complying with all laws and
regulations and has high standards of governance and compliance.
The Code of Conduct has been prepared to help colleagues and
Directors to fulfil their personal responsibilities to investors and
wider stakeholders. The Code of Conduct covers the following areas:
– provide guidance and feedback, with insight gained from the Forum,
on achieving effective internal communication;
– provide independent advice and guidance to the Chief Executive,
Chief People Officer and other Group Executive Committee (GEC)
members on matters of colleague engagement;
– Compliance and accountability
– speak on behalf of the Board at the Forum’s events; and
– The required standards of personal behaviour
– The Group’s dealings with stakeholders
– Measures to prevent fraud, bribery and corruption
– Share dealing
– Security of information
The colleague online induction programme includes compulsory
modules on unconscious bias and equality, health and safety,
anti-bribery, cyber security, sustainability, protection of confidential
and inside information, data protection, and management of expenses
which are delivered in the UK, France and Ireland via the Group’s
online Learning Management System.
The Directors remain committed to zero tolerance of bribery and
corruption by colleagues and the Group’s suppliers. The Audit
Committee receives annual Anti-Bribery and Corruption, Fraud and
Whistleblowing Reports and reviews the arrangements in place for
individuals to raise concerns. During 2021 one allegation of fraud was
raised but, on further investigation, was not substantiated.
The Group’s Modern Slavery and Human Trafficking Statement is
submitted to the Board for approval each year, and the statement is
published on the Company’s website at www.hammerson.com.
Engagement with stakeholders
In order to comply with Section 172 of the Companies Act 2006
(the Act), the Board takes into consideration the interests of all
stakeholders when making decisions and includes a statement setting
out the way in which Directors have discharged this duty during the
year. Further information on the actions carried out in 2021 by the
Board to comply with its obligations to the Group’s stakeholders is
detailed on pages 56 to 57 and the statement of compliance with
Section 172 of the Companies Act 2006 is set out on page 58.
Engagement with colleagues
Our colleagues are central to the business and their performance is
critical to its long-term sustainable success. Colleague engagement in
our business is therefore high on our agenda at both Board and senior
management levels.
The Colleague Forum (the Forum) enhances two-way dialogue
between the Board and colleagues, offering a structured environment
for the Board to listen to feedback from our colleagues, allowing issues
to be highlighted and informs future Board decision-making.
Carol Welch has been the Designated Non-Executive Director for
Colleague Engagement since May 2020. The purpose of the role is to:
– act as the Board’s eyes and ears to understand colleagues’ views on
Company culture, and the degree to which behaviours and values
in the business are aligned with culture and values agreed by
the Board;
– assist the Board in understanding colleagues’ views based on insight
from the Forum and provide guidance to the Board on how their
decisions may impact colleagues.
Carol attends quarterly meetings with the Forum in addition to
separate discussions with its Chair and the Chief People Officer. In
January 2021, Carol attended a GEC meeting to discuss colleague
engagement and future areas of focus. In October 2021, Carol carried
out an engagement session with the Forum specifically to explain how
executive remuneration was aligned with colleague pay. Carol’s report
on colleague engagement in 2021 and her recommendations for
engagement priorities for 2022 were reviewed by the Nomination
Committee and discussed by the Board in December 2021.
In 2021, the Forum’s focus has been to listen and support colleagues as
they navigated the ongoing Covid-19 pandemic, the return to offices
and destinations, and throughout the organisational review process.
The Company also established colleague affinity groups (LGBTQ+,
Women’s, Race & Ethnicity, Wellbeing) to integrate with the Forum to
support colleague engagement, each of which have a designated GEC
sponsor to provide senior leadership support for the work of each
group. Finally, the Forum provided colleague feedback on workplace
culture to the GEC.
Further details on colleagues, including our approach to investing in
and rewarding our workforce as well as the policies and procedures
applicable to colleagues, can be found on pages 14 to 15 and 47 to 48.
Conflicts of interest and concerns
The Board has a well-established and detailed process for the
management of conflicts of interests. On appointment, each
Director is required to disclose any conflicts to the General Counsel
and Company Secretary. At each scheduled meeting of the Board,
a governance report is reviewed, containing details of conflicts
of interests for each Director noting any changes or matters for
authorisation. As part of the year end reporting, each Director confirms
all conflicts of interests to the General Counsel and Company Secretary.
There is regular dialogue between Directors outside of Board meetings
on any important issues that require discussion and resolution. If
necessary, any unresolved matters that are raised with the Chair of the
Board, the Senior Independent Director and the General Counsel and
Company Secretary would be recorded in the minutes of the next
Board meeting. The Chair of the Board encourages a culture of frank
debate, challenge and discussion at meetings and outside of the formal
environment. This helps to ensure that any concerns can be
considered and resolved.
www.hammerson.com 51
GovernanceCorporate Governance report Corporate Governance report continued
Division of responsibilities
Role of the Chair of the Board and the Chief Executive
The Chair of the Board and the Chief Executive have separate roles
and responsibilities which are clearly defined, set out in writing and
available upon request.
As Chair of the Board, I am responsible for the overall effectiveness of
the Board in directing the Company. The conclusion of the 2021 Board
effectiveness review was that Board meetings were chaired well, that
the views of all Directors are sought and that all members of the Board
participated in and contributed to Board discussions equally. The
results of the Board effectiveness review carried out in 2021 are
summarised on page 54.
The Chief Executive leads and manages the business in line with the
strategy, policies and parameters set by the Board. To ensure the
effective day-to-day running of the business, authority for operational
management of the Group has been delegated to the Chief Executive
and some powers are further delegated by her to senior managers
across the Group.
For further detail of the division of responsibilities amongst Board
Committees see page 53.
Role of the Non-Executive Directors and the Senior
Independent Director
The Non-Executive Directors are identified in their biographies on
page 49 and play a key role in providing constructive challenge to
management and offering strategic guidance through their
participation at Board and Committee meetings. The Non-Executive
Directors hold a meeting without me present annually to discuss my
performance, in addition to playing a key role in appointing and
removing Executive Directors and scrutinising management
performance against objectives. I also hold meetings with the
Non-Executive Directors at the end of every Board meeting without
the Executive Directors present.
Over half of the Board are considered to be independent as at the date
of this Report, in accordance with the provisions of the Code. I was
independent on appointment to the Board in September 2020 and
continue to be considered as independent for the purposes of the Code.
Gwyn Burr was appointed as Senior Independent Director in January
2019 and is available to discuss shareholders’ concerns on governance
and other matters. She can deputise as Chair of the Board in my
absence, act as a sounding board and serve as an intermediary for other
Board members. Her full role is clearly defined in writing and available
upon request. Mike Butterworth will replace Gwyn as the Senior
Independent Director immediately following the conclusion of the
2022 AGM.
Table 44
Board and Committee meetings attendance – 2021
Robert Noel
Rita-Rose Gagné
Himanshu Raja1
James Lenton2
Habib Annous3
Pierre Bouchut4
Méka Brunel
Gwyn Burr5
Mike Butterworth
Des de Beer
Andrew Formica
Adam Metz
Carol Welch
Scheduled Board
meetings
Additional, unscheduled
Board meetings
Audit Committee
meetings
Nomination Committee
meetings
Remuneration
Committee meetings
Investment and Disposal
Committee meetings
(scheduled and
additional)
7/7
7/7
5/5
2/2
4/4
3/3
6/7
7/7
7/7
7/7
7/7
7/7
7/7
3/3
3/3
0/0
3/3
0/0
1/3
2/3
2/3
3/3
3/3
2/3
3/3
3/3
N/A
N/A
N/A
N/A
3/3
2/2
N/A
2/2
5/5
N/A
5/5
4/5
N/A
1/1
N/A
N/A
N/A
1/1
0/0
1/1
1/1
1/1
1/1
1/1
1/1
1/1
5/5
N/A
N/A
N/A
2/2
N/A
4/5
5/5
N/A
N/A
N/A
N/A
5/5
7/7
N/A
N/A
N/A
N/A
N/A
6/7
N/A
N/A
7/7
N/A
6/7
N/A
1. Himanshu Raja joined the Board on 26 April 2021.
2. James Lenton resigned from the Board on 26 April 2021.
3. Habib Annous joined the Board, together with the Audit, Nomination and Remuneration Committees, on 5 May 2021.
4. Pierre Bouchut resigned from the Board, Audit and Nomination Committees on 4 May 2021.
5. Gwyn Burr stepped down from the Audit Committee on 5 May 2021.
Where Directors are indicated as not having attended Board or Committee meetings, this is attributable to pre-existing and unavoidable commitments. In each case, the Director
was provided with all Board papers and the opportunity to to provide comments to the Chair of the Board or Committee, as appropriate.
52
Hammerson plc Annual Report 2021
Directors’ time commitment and additional
appointments
All Directors are thoroughly engaged with the work of the Group, as
evidenced by their attendance at Board and Board Committee
meetings during the year, which is disclosed in Table 44. In addition to
Board and Board Committee meeting attendance, a number of the
Non-Executive Directors also visited the Company’s assets in the UK,
France and Ireland during the year once local Covid-19 restrictions
had eased.
As part of the selection process for any potential new Directors, any
significant external time commitments are considered before an
appointment is agreed. In 2020, the Board adopted a Directors’
Overboarding Policy (Overboarding Policy) to set limits on the
number of external appointments which can be held by Directors in
line with the guidelines published by Institutional Shareholder
Services (ISS). Directors are required to consult with the Chair of the
Board and obtain the approval of the Board, before taking on
additional appointments. Executive Directors are not permitted to
take on more than one external appointment as a director of a listed
company or any other substantial appointment.
The Overboarding Policy states that Directors may hold up to five
mandates on publicly-listed companies (including their role as a
Director of the Company). For the purpose of calculating this limit:
– A non-executive directorship counts as one mandate
– A non-executive chair counts as two mandates
– A position as executive director (or comparable role) is counted as
three mandates
None of the Directors’ external directorships exceed the limit in the
Overboarding Policy.
During the year, the Board considered that there was no conflict
associated with Gwyn Burr being appointed as non-executive director
and senior independent director at Made.com on 21 June 2021. Having
considered the demands associated with the role, the Board was
content that this would not impact Gwyn’s continued commitment to
the Company.
During the year, the Board also considered that there was no conflict
associated with Adam Metz’s appointment as a non-executive director
of Galata Acquisition Corp. on 9 July 2021 and confirmed that Adam
would still have sufficient time to fulfil his duties to the Company.
The Board also confirmed that there was no conflict associated with
Mike Butterworth’s appointment as non-executive director and chair
of the audit committee of Focusrite plc on 1 January 2022. While
Mike also serves as non-executive director and chair of the audit
committee of Pressure Technologies plc (an AIM-listed business),
he has demonstrated ample commitment since joining the Company,
visiting assets with me and Habib Annous once travel restrictions
were lifted, and the Board noted Mike’s very positive contribution
to the Audit Committee in the 2021 Board effectiveness review.
The Board is satisfied that Mike will have sufficient time to devote
to his new role as Senior Independent Director in addition to these
pre-existing commitments.
Board Committees
The Board has delegated certain responsibilities to its Audit,
Nomination, Remuneration and Investment and Disposal
Committees, each of which reports regularly to the Board. Each of
these Committees’ terms of reference is available on the Company’s
website at www.hammerson.com. Further detail on the work of each of
the Audit, Nomination and Remuneration Committees can be found
on pages 59, 62 and 66 respectively.
The Investment and Disposal Committee oversees the Group’s
acquisitions, capital expenditure and disposals, and assists the Board
in fulfilling its oversight responsibilities to deliver the strategy. I chair
this Committee and its members are all Non-Executive Directors, each
bringing significant experience in the development of strategy and the
review and execution of the proposals presented by the Executive
Directors and the senior management team. During 2021, the
Committee met seven times and the agenda for each meeting reflects
the status of investment and disposal projects under consideration by
management. The Committee reviews progress by receiving update
reports and also receives regular updates on market conditions.
Proposals are scrutinised by the Committee and recommendations to
proceed with transactions valued over £50 million are then made to
the Board for final approval. Verbal updates on the Committee’s
meetings are provided at the next meeting of the Board.
The Board is also supported by three further committees, the principal
of which is the GEC, which provides executive management of the
Group within the agreed strategy and Business Plan. The GEC is
chaired by the Chief Executive and comprises the senior leadership
team. The members of the GEC and their biographies are available to
view on the Group’s website at www.hammerson.com. The GEC
manages the operation of the business on a day-to-day basis, sets
financial and operational targets, oversees the Group’s risk
management and has responsibility for the Company’s sustainability
objectives. The GEC is supported in turn by the Group Investment
Committee, which supports the GEC and the Investment and Disposal
Committee in the execution of their respective capital allocation
responsibilities, and by the Group Management Committee which
supports the GEC in the execution of its operational duties.
www.hammerson.com 53
GovernanceCorporate Governance report Corporate Governance report continued
Board support
The General Counsel and Company Secretary, whose appointment or
removal is decided by all Directors, provides independent advice to the
Board on legal and governance matters and ensures that the Board has
the policies, process, information, time and resources it needs in order
to function effectively. This includes ensuring that the Board regularly
receives training and updates on relevant legal and governance
developments as well as assisting with the induction of new Directors.
Composition, succession
and evaluation
Composition and succession
Appointments to the Board are subject to a formal, rigorous and
transparent procedure based on merit and objective criteria, which is
overseen by the Board’s Nomination Committee. The Nomination
Committee also oversees the effective succession planning of the
Directors and the process for succession planning to the senior
management team.
The Board and its Committees have an appropriate and diverse
combination of skills, experience and knowledge that are relevant to
the Group in its operating context. For further detail of each Director’s
skills, experience and knowledge, see Table 46 on page 60. The
Nomination Committee also promotes diversity on the Board
and throughout the Group.
Further information on composition, succession and the work of the
Nomination Committee can be found in the Nomination Committee
report on pages 59 to 61.
Board effectiveness review
The process
The Board’s policy, in line with the Code, is to carry out an externally
facilitated Board effectiveness review every three years. Hammerson
conducted its last external effectiveness review in 2019, and the 2021
evaluation was conducted internally by the Company Secretary.
The Chair and Company Secretary agreed that the 2021 review
should consist of 30 questions for each Director centred on the
following themes:
– Board meetings; chairing, Director participation and conduct
– Strategy, culture and purpose
– Board composition, skills, and Committee chairs
– Stakeholder engagement
– Priorities for 2022-23
Finally, members of the senior management team, who are regular
presenters to the Board, were also asked to comment on the feedback
and challenge they received from the Board, and the level of
engagement by Directors.
The responses to the questions were provided through the NBV Board
portal and collated anonymously, and then reviewed by the Chair and
Company Secretary, and a report was presented to the December 2021
Board meeting.
Recommendations and actions
The Directors unanimously agreed that the Chair of the Board chaired
meetings well, despite the challenges of virtual meetings, and that he
drew out views and solicited contributions from all Directors,
describing him as an effective chair, hardworking and well organised.
Directors agreed that all members of the Board participated in, and
contributed to, Board discussions.
All Directors agreed that the Board had achieved the correct balance of
strategy against review of other priorities during the year. In light of
the new management team now in place, and the organisational
changes undertaken in 2021, it was agreed that the Board should focus
in 2022 on the new team’s realignment of values to the new strategy,
and the degree to which the evolving culture met those values. Finally,
the Directors agreed that Carol Welch’s work as Designated Non-
Executive Director for Colleague Engagement was thorough and
effective.
The Board agreed that it currently had the right composition of skills
and experience, but that it would keep under review its consumer,
retail and digital technology expertise once Gwyn Burr had stepped
down following the 2022 AGM. The Directors expressed confidence
in the Chairs of the Committees, with particular acknowledgement
of the improvements introduced by the new Chair of the Audit
Committee in 2021.
The Directors agreed the following key priorities for 2022-23:
– Consideration of the evolving retail environment and its impact on
leasing strategy and colleague skillset
– Values and culture
– Board and senior management succession planning
– Sustainability
Audit, risk and internal control
Financial statements and audit
The Board has established formal and transparent policies and
procedures in relation to the production of the financial statements
and the audit functions. The Audit Committee oversees the Group’s
financial reporting and monitors the independence and effectiveness
of the internal and external audits. The Committee oversees the
valuation of the property portfolio and is responsible for the
relationship with the External Auditor. Further information can be
found in the Audit Committee report on pages 62 to 65.
54
Hammerson plc Annual Report 2021
Fair, balanced and understandable assessment
The Board is responsible for presenting a fair, balanced and
understandable assessment of the Company’s position and prospects.
The full statement confirming this can be found in the Statement of
Directors’ responsibilities on page 85. Additionally, the Group’s
Viability statement can be found on pages 45 to 46 and the Going
concern statement can be found on page 23.
Risk management and internal controls
The Board recognises that it has overall responsibility for monitoring
risk management and internal control systems so as to protect the
assets of the Group and ensure risks are appropriately managed.
Further information on the Group’s approach to risk can be found on
pages 36 to 44 and in the Audit Committee report on pages 62 to 65.
Remuneration
Remuneration Committee
The Remuneration Committee is responsible for establishing a
remuneration policy which is designed to support the Company’s
strategy and promote its long-term sustainable success. The
Remuneration Committee sets the remuneration for the Chair of the
Board, Executive Directors and members of the GEC. It also oversees
remuneration policies and practices across the Group. The Committee
is responsible for the alignment of reward, incentives and culture and
approves bonus plans and long-term incentive plans for the Executive
Directors and members of the GEC. Further information can be found
in the Remuneration Committee report on pages 66 to 82.
Robert Noel
Chair of the Board
Chart 45
Governance structure
Hammerson plc Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Investment
and Disposal
Committee
Group Executive
Committee
Group Management
Committee
Group Investment
Committee
www.hammerson.com 55
GovernanceCorporate Governance report Corporate Governance report continued
Our stakeholders
Key stakeholders
Key areas of interest
How we engage
Occupiers
We create a platform that fosters success for a diverse and evolving
mix of occupiers to deliver unrivalled customer experiences and thrive
– Shared commercial objectives; attracting
consumers
– Vibrant and well-operated destinations
– Sustainability
– Occupancy cost
– Our dedicated leasing team has a leasing strategy for each asset, underpinned by the Group’s strategic objectives
– We hold regular executive management meetings with our occupiers
– The Board receives reports from the senior management team on the performance of our occupiers, which are discussed at its meetings
– We have a targeted programme of engagement for future occupiers and partners
– We run a brand experience survey with our occupiers to gather feedback on their satisfaction to help drive stronger, mutually beneficial
relationships
Customers
We create vibrant destinations through continually evolving the mix of
brands and experiences through placemaking and events that appeal
to a broad range of customers
– Vibrant destinations with engaging occupier
– We undertake both quantitative and qualitative insight to understand consumer needs
mix
– Future winning brands
– Continuous improvement to enhance
consumer engagement and experience
– Sustainability
– Our marketing, leasing and asset management strategies are focused on ensuring that we curate vibrant destinations for mixed used estates
– We invest in optimising space and occupier mix and improving customer facilities
– The Board receive regular reports on consumer behaviours and associated needs which provides useful insights into emerging trends at a
local and national level and will inform investment decisions and identify future revenue drivers
Colleagues
Our colleagues are fundamental to achieve our strategic goals. We
support our people and empower our operations teams to deliver
best-in-class customer service, championing a diverse culture where
everyone can thrive
– Strategy
– Colleague engagement
– Reward
– Diversity and inclusion
– Training and development
– Health and wellbeing
– Sustainability
Communities
We continually strive to make a positive difference to the communities
in which we operate
– Measurable positive impact in socio-
economic issues relevant to the communities
in which we operate
– Community projects focus on four areas:
Partners
We strive to be a responsible partner with a wide range of partners that
enable us to deliver our strategy
– Employment and skills
– Local investment and enterprise
– Young people
– Health and wellbeing
– Current and future financial performance
– Operational excellence
– Corporate governance
– Innovation
– Consumer trends and insight
– Sustainability
Investors
We have a broad range of institutional investors and private
shareholders. We actively engage with them throughout the year and
undertake regular communication to ensure they understand the
performance of the business
– Current and future financial performance
– Strategy
– Corporate governance
– Sustainability
– Regular and transparent communication and
reporting
56
Hammerson plc Annual Report 2021
– We held regular briefings of colleagues by the Chief Executive and other members of the senior management team
– Updates on current business is delivered via Town Hall “Squad” meetings
– The Colleague Forum was established in May 2019 and we have a designated Non-Executive Director for colleague engagement
– The Forum established affinity groups which champion diversity and equality, for LGBTQ+, women, race and ethnicity and wellbeing
– Our comprehensive programme for new joiners includes an online training programme
– Our local community impacts are positive, and our business activities attract significant additional investment into local economies
– We establish a clear placemaking strategy for each asset, that reflects the needs of our local communities, delivered through our asset
management programme
socio-economic performance
– We set community engagement plans that address issues identified as relevant to local communities
– We develop long-term partnerships with organisations that share our focus areas, and use the London Benchmarking Group to measure our
– The Directors received a report of the progress against our Net Positive socio-economic targets as part of the Group’s sustainability strategy
– The Group’s Charity Committee considers donations to charities, including local charities, complementing our sustainability goals
– We hold quarterly joint venture board meetings to approve asset business plans annually, setting parameters for the next year and over the
longer term
– Ad hoc meetings with partners are organised to highlight key areas of focus, including sustainability, customer experience and innovation
– We are signatories to the Prompt Payment Code, to support our partners and suppliers
– We take a proactive approach to investor relations and hold numerous meetings with shareholders and analysts. Meetings were held
throughout the year with institutional shareholders to discuss the recovery from the Covid-19 pandemic, progress on strategic update, rent
collections and operational updates, as well as questions of governance.
– Key shareholder publications including the annual report, the full year and half year results announcements, operational updates,
sustainability report and press releases and the information for investors are available on the Company’s website.
– The AGM provides the opportunity to engage with shareholders and allows all shareholders to vote on resolutions. Although the 2021 AGM
had to be held behind closed doors in response to the pandemic to comply with UK government regulations, we held a virtual shareholder
event beforehand at which shareholders were given the opportunity to submit questions to directors. In the November 2021 a general
meeting was held to approve a special resolutions for the Enhanced Scrip Dividend Alternative. The Chair of the Board, the General Counsel
and Company Secretary and Director of Audit, Enterprise Risk and Sustainability undertook a range of governance discussions with investors.
Key stakeholders
Key areas of interest
How we engage
Occupiers
– Shared commercial objectives; attracting
We create a platform that fosters success for a diverse and evolving
mix of occupiers to deliver unrivalled customer experiences and thrive
– Vibrant and well-operated destinations
consumers
– Sustainability
– Occupancy cost
– Our dedicated leasing team has a leasing strategy for each asset, underpinned by the Group’s strategic objectives
– We hold regular executive management meetings with our occupiers
– The Board receives reports from the senior management team on the performance of our occupiers, which are discussed at its meetings
– We have a targeted programme of engagement for future occupiers and partners
– We run a brand experience survey with our occupiers to gather feedback on their satisfaction to help drive stronger, mutually beneficial
relationships
Customers
We create vibrant destinations through continually evolving the mix of
brands and experiences through placemaking and events that appeal
to a broad range of customers
– Vibrant destinations with engaging occupier
mix
– Future winning brands
– Continuous improvement to enhance
consumer engagement and experience
– Sustainability
– We undertake both quantitative and qualitative insight to understand consumer needs
– Our marketing, leasing and asset management strategies are focused on ensuring that we curate vibrant destinations for mixed used estates
– We invest in optimising space and occupier mix and improving customer facilities
– The Board receive regular reports on consumer behaviours and associated needs which provides useful insights into emerging trends at a
local and national level and will inform investment decisions and identify future revenue drivers
Colleagues
Our colleagues are fundamental to achieve our strategic goals. We
support our people and empower our operations teams to deliver
best-in-class customer service, championing a diverse culture where
everyone can thrive
– Strategy
– Reward
– Colleague engagement
– Diversity and inclusion
– Training and development
– Health and wellbeing
– Sustainability
– We held regular briefings of colleagues by the Chief Executive and other members of the senior management team
– Updates on current business is delivered via Town Hall “Squad” meetings
– The Colleague Forum was established in May 2019 and we have a designated Non-Executive Director for colleague engagement
– The Forum established affinity groups which champion diversity and equality, for LGBTQ+, women, race and ethnicity and wellbeing
– Our comprehensive programme for new joiners includes an online training programme
Communities
in which we operate
We continually strive to make a positive difference to the communities
– Measurable positive impact in socio-
economic issues relevant to the communities
in which we operate
– Community projects focus on four areas:
– Employment and skills
– Local investment and enterprise
– Young people
– Health and wellbeing
– Our local community impacts are positive, and our business activities attract significant additional investment into local economies
– We establish a clear placemaking strategy for each asset, that reflects the needs of our local communities, delivered through our asset
management programme
– We set community engagement plans that address issues identified as relevant to local communities
– We develop long-term partnerships with organisations that share our focus areas, and use the London Benchmarking Group to measure our
socio-economic performance
– The Directors received a report of the progress against our Net Positive socio-economic targets as part of the Group’s sustainability strategy
– The Group’s Charity Committee considers donations to charities, including local charities, complementing our sustainability goals
Partners
We strive to be a responsible partner with a wide range of partners that
enable us to deliver our strategy
– Operational excellence
– Corporate governance
– Innovation
– Consumer trends and insight
– Sustainability
– Current and future financial performance
– We hold quarterly joint venture board meetings to approve asset business plans annually, setting parameters for the next year and over the
longer term
– Ad hoc meetings with partners are organised to highlight key areas of focus, including sustainability, customer experience and innovation
– We are signatories to the Prompt Payment Code, to support our partners and suppliers
Investors
We have a broad range of institutional investors and private
shareholders. We actively engage with them throughout the year and
undertake regular communication to ensure they understand the
performance of the business
– Strategy
– Corporate governance
– Sustainability
reporting
– Current and future financial performance
– We take a proactive approach to investor relations and hold numerous meetings with shareholders and analysts. Meetings were held
throughout the year with institutional shareholders to discuss the recovery from the Covid-19 pandemic, progress on strategic update, rent
collections and operational updates, as well as questions of governance.
– Key shareholder publications including the annual report, the full year and half year results announcements, operational updates,
– Regular and transparent communication and
sustainability report and press releases and the information for investors are available on the Company’s website.
– The AGM provides the opportunity to engage with shareholders and allows all shareholders to vote on resolutions. Although the 2021 AGM
had to be held behind closed doors in response to the pandemic to comply with UK government regulations, we held a virtual shareholder
event beforehand at which shareholders were given the opportunity to submit questions to directors. In the November 2021 a general
meeting was held to approve a special resolutions for the Enhanced Scrip Dividend Alternative. The Chair of the Board, the General Counsel
and Company Secretary and Director of Audit, Enterprise Risk and Sustainability undertook a range of governance discussions with investors.
www.hammerson.com 57
GovernanceCorporate Governance report
Corporate Governance report continued
Stakeholder engagement
We seek to deliver value for all our stakeholders. The Board is also
aware that its actions and decisions impact our stakeholders including
the communities in which we operate. Effective engagement with
stakeholders is important to the Board as it strengthens the business
and helps to deliver a positive result for all our stakeholder groups.
Section 172(1) statement
The Directors of the Company have acted in a way that they
considered, in good faith, to be most likely to promote the success of
the Company for the benefit of its members as a whole and, in doing so,
had regard, amongst other matters, to those matters set out in section
172(1)(a) to (f) of the Companies Act 2006, being:
In order to comply with Section 172 of the Companies Act 2006, the
Board is required to take into consideration the interests of
stakeholders and include a statement setting out the way in which
Directors have discharged this duty during the year.
The Board seeks to understand the needs and the key areas of interest
of each stakeholder group and consider them during deliberations and
as part of the decision-making process. It reviews the long-term
consequences of decisions on each stakeholder group by ensuring that
the Group builds and nurtures strong working relationships with our
shareholders, occupiers, suppliers, joint venture partners, debt capital
providers, consumers, and the wider community and government
agencies which are important to the success of the Group. It does this
by overseeing the work undertaken by management to maintain and
seek to enhance these relationships. The Board receives detailed
reports and when relevant these include assessments of the impact of
a proposal or project on stakeholders, and if required, the Directors
receive appropriate input from the senior management team.
– The likely consequences of any decision in the long-term
– The interests of the Company’s colleagues
– The need to foster the Company’s business relationships with
partners, consumers and others
– The impact of the Company’s operations on the community and the
environment
– The desirability of the Company maintaining a reputation for high
standards of business conduct
– The need to act fairly as between members of the Company
The Board has identified its key stakeholders as being its: occupiers;
consumers; colleagues; communities; partners; and investors. Building
and nurturing these relationships based on professionalism, fair
dealing and integrity is critical to our success.
Our extensive engagement efforts help to ensure that the Board can
understand, consider and balance broad stakeholder interests when
making decisions to deliver long-term sustainable success.
While the Board will engage directly with stakeholders on certain
issues, stakeholder engagement will often take place at an operational
level with the Board receiving regular updates on stakeholder views
from the Executive Directors and the senior management team.
Directors receive a briefing regarding their duties under s172. Board
papers for all key decisions are required to include a specific section
reviewing the impact of the proposal on relevant stakeholder groups as
well as other s172(1) considerations.
58
Hammerson plc Annual Report 2021
Nomination Committee report
Ensuring the Board and its Committees have the right combination of skills, experience and
knowledge, with engaged Directors and suitable succession planning
Nomination Committee members
Robert Noel (Chair)
Habib Annous (appointed 5 May 2021)
Pierre Bouchut (resigned 4 May 2021)
Méka Brunel
Gwyn Burr
Mike Butterworth (appointed 1 January 2021)
Des de Beer
Andrew Formica
Adam Metz
Carol Welch
Dear Shareholders
I am pleased to present the Report of the Nomination Committee
(the Committee) covering the work of the Committee during 2021.
The Committee comprises all our Non-Executive Directors and
its terms of reference can be found on the Company’s website at
www.hammerson.com. The Committee is responsible for
recommending appointments to the Board and ensures that plans
have been put in place for the orderly succession to the Board, its
Committees and the senior management team. This includes the
development of a pipeline of potential candidates to the Board and the
senior management team with the necessary skills and experience,
while also taking into account diversity.
During the year, the Committee has undertaken searches for the Chief
Financial Officer and a new Non-Executive Director. In accordance
with the Board’s succession planning, the Committee engaged an
external search consultancy, Odgers Berndtson, to assist with these
processes and to identify potential candidates from the wider market.
Other than in the provision of recruitment services, Odgers Berndtson
did not have any connection with the Company or any of its Directors.
Odgers Berndtson has also been accredited as complying with the
Enhanced Voluntary Code of Conduct for Executive Search Firms
(FTSE 350), in line with objectives of the Board Diversity Policy (see
further information on pages 60 and 61) and the Company’s
commitment to maintaining a diverse pipeline of talent. More details
of the recruitment and appointment processes are set out below.
Appointment of the Chief Financial Officer
Following James Lenton’s notice of resignation in January 2021, the
Committee engaged Odgers Berndtson to assist with the search for his
successor. Odgers Berndtson drew up a shortlist of external and
internal candidates, each of whom was interviewed by members of the
Committee as part of a rigorous, multi-stage process. The Committee
subsequently made a recommendation to the Board for the
appointment of Himanshu Raja due to his significant experience as
Chief Financial Officer of listed companies across multiple sectors, the
benefit of his extensive prior experience in transformation and capital
markets, and his blend of strong financial, strategic and leadership
qualities. Himanshu joined the Board as Executive Director and Chief
Financial Officer on 26 April 2021.
Appointment of a Non-Executive Director
During February 2021, Odgers Berndtson also assisted the
Committee with the appointment of an additional Non-Executive
Director. The Board indicated that it wished to bring wider
investment market knowledge and an investor perspective to its
discussions. On 5 May 2021, Habib Annous joined the Board as a
Non-Executive Director, and joined the Nomination, Audit and
Remuneration Committees.
On appointment, both Himanshu and Habib each received a thorough
and tailored induction to the Group which involved meeting with
members of the senior management team with responsibility for
operational and functional areas, and with key external advisers to
the Board to gain wider perspectives on Hammerson and its sector,
and the law and governance issues relevant to the Directors. The
induction meetings were carried out remotely to comply with the
regulations introduced in the UK and Europe to deal with the Covid-19
pandemic. Both Directors subsequently visited the majority of the
Group’s assets by value once the travel restrictions had been lifted
and met with local management to gain important insights into the
business and its strategy.
Appointment of an Alternate Director
On 22 February 2022, the Company announced that Des de Beer,
Non-Executive Director, appointed Alan Olivier to act as his alternate
when he is unable to attend Hammerson plc Board and Committee
meetings due to his ongoing commitments as CEO of a listed company
in South Africa. This is in accordance with the Company’s Articles
of Association.
www.hammerson.com 59
GovernanceNomination Committee report Nomination Committee report continued
Board balance, composition and skills
The Board currently comprises 11 Directors: the Chair of the Board,
two Executive Directors and eight Non-Executive Directors. During the
year and in accordance with its usual practice, the Committee reviewed
the composition and balance of the Board and its Committees. The
review considered: each Director’s skills, experience and knowledge;
the membership of the Committees of the Board; the balance on the
Board between Executive and Non-Executive Directors; the tenure of
the Board as a whole; multiple forms of diversity on the Board; and the
independence of the Non-Executive Directors.
As demonstrated by the skills and experience summarised in Table 46,
the Board members have a wide range of relevant skills gained in
diverse business environments and different sectors. This gives the
Board varying perspectives during debates on a wide range of issues
and the Committee is satisfied that the Board has the necessary mix of
skills and experience to fulfil its role effectively (as confirmed by the
Board effectiveness review conducted in 2021 - see page 54).
The Committee is also satisfied that the Board is comprised of an
appropriate combination of Executive and Non-Executive Directors.
All Non-Executive Directors other than Des de Beer are currently
considered to be independent for the purposes of the UK Corporate
Governance Code (the Code) as at the date of this Report. Des is a
director of a large shareholder, Lighthouse Capital, and is therefore
not considered by the Board to be independent. On appointment to the
Board and to date, I am considered to be independent in accordance
with the terms of the Code.
Gwyn Burr had served on the Board for nine years in May 2021 and
had been planning to step down at the 2021 AGM in compliance with
the Board’s policy that Non-Executive Directors should serve a
maximum of three three-year terms. However, as part of the
Company’s succession planning, the Committee recommended to the
Board prior to the 2021 AGM that Gwyn remain on the Board for an
extended period of up to 12 months to provide continuity through a
period of transition for the Board. Gwyn’s re-election on this basis was
approved by shareholders at the 2021 AGM. As this extension is now
coming to an end, Gwyn will not stand for re-election at the 2022
AGM. The Board is satisfied that Gwyn has continued to demonstrate
independent character and judgement throughout her tenure. The
Board has agreed that:
– Habib Annous will replace Gwyn as Chair of the Remuneration
Committee in light of his membership of the Remuneration
Committee of the Company since his appointment in May 2021 and
with the benefit of his insights as an adviser to the Investor Forum; and
– Mike Butterworth will replace Gwyn as the Senior Independent
Director immediately following the conclusion of the 2022 AGM.
The Board decided that Mike was the most appropriate successor
given his extensive experience as a non-executive director on
multiple listed company boards, the strong professional rapport he
has developed with both Executive Directors and Non-Executive
Directors and the positive contribution he has made to the Board
and its Committees during his tenure at the Company.
Andrew Formica will also be stepping down from the Board at the
conclusion of the 2022 AGM having served six years as a Non-
Executive Director. Andrew has been a strong and engaged Board
member and will be missed.
All Directors are subject to annual re-election. The biographies of the
Directors, set out on page 49, contain more information on the reasons
why the Board recommends the re-election or election of each
Director. Directors are expected to devote sufficient time to the
Company’s affairs to enable them to fulfil their duties as Directors
effectively. The attendance at the meetings for each Director during
2021 is shown in Table 44 on page 52 and details of the Company’s
Overboarding Policy and decisions made during the year in relation to
Directors’ additional external appointments are set out on page 53.
The Committee remains satisfied that each Director continues to
devote an appropriate amount of time to the Company.
Board Diversity Policy and objectives
The current Board Diversity Policy was approved in December 2020.
It sets out the Company’s approach to diversity in respect of the Board
and senior management team. The Board recognises that diversity, in
the broadest sense, enables wider perspectives which encourage more
effective discussions and better decision-making. The policy can be
read in full on the Group’s website at www.hammerson.com.
The Board continues to make progress in achieving the objectives of its
diversity policy as set out in Table 47. The Directors believe that the
benefits of a diverse Board, and wider workforce, will help the
Company to achieve its strategic objectives by bringing different
perspectives on how to innovate and exploit opportunities within the
Group’s existing portfolio and building the range of capabilities
necessary to thrive as an owner, operator and developer of prime
urban estates. The Company exceeds the targets in relation to gender
diversity set out in the Hampton-Alexander Review and in relation to
ethnic diversity set out in the Parker Review.
Rita-Rose
Gagné
Himanshu
Raja
Robert
Noel
Habib
Annous
Gwyn
Burr
Mike
Butterworth
Méka
Brunel
Des de
Beer
Andrew
Formica
Adam
Metz
Carol
Welch
Table 46
Board skills matrix
Audit; Risk Management
Finance, Banking; Financial Services
Fund Management
Mergers & Acquisitions
Asset and Property Management,
Regeneration & Development
Business Transformation &
Innovation
Retail
Marketing
Customer Service & Customer
Behaviours & Digital Technology
Shareholder Relations
International Business & Markets
Environmental, Social & Governance
Executive Director
Non-Executive Director
60
Hammerson plc Annual Report 2021
Table 47
Board Diversity Policy objective
Consider all aspects of diversity including gender and ethnicity when
reviewing the composition and balance of the Board and when
conducting the annual Board effectiveness review.
Aim to improve gender diversity at Board and senior management level
by working to achieve the target that at least one third of the Board and
the Company’s senior management are women by 2020.
Aim to improve ethnic diversity at Board and senior management level
with a target of having at least one non-white Director on the Board by
December 2024.
Encourage and monitor the development of talented colleagues.
Oversee succession plans to ensure that they meet current and future
needs of the business.
Oversee plans for diversity and inclusion and assess progress annually
by monitoring gender and ethnic diversity of the members of the
Company’s senior management.
Only engage executive search firms who have signed up to the voluntary
Code of Conduct on gender diversity and best practice.
Ensure that candidate lists for Non-Executive Director positions are
compiled by drawing from a broad and diverse range of candidates,
including those who may not have previous listed company experience
but who possess suitable skills or qualities. Consider candidates for
Non-Executive Director positions against objective criteria with regard
to the benefits of diversity.
Chart 48
Board: Gender diversity
Progress update
Diversity is carefully considered as part of the Board’s annual review
of both Board and Committee composition.
The Board comprises 36.4% women Directors and notably the role of
Chief Executive Officer is held by a woman. Gender diversity at senior
management level (GEC) has improved on 2020: at year end 28.6% of
the GEC was female and following the appointment of Jessica
Oppenheimer as Chief People Officer on 7 February 2022, this now
stands at 37.5% as at the date of this report. As at 31 December 2021,
33% of direct reports to senior management (excluding executive
assistants) were female and by the date of this report this had improved
to 43.8%. Further statistics regarding gender diversity are set out on
page 15.
More than one Director (27% of the Board) identifies as non-white.
Colleagues below management level attend and present at Board and
Committee meetings and meet the Directors during visits to assets.
Following the organisational review conducted in 2021, the
Committee will review Board and management succession plans
in 2022.
With additional input from the Designated Non-Executive Director
for Colleague Engagement, the Committee has reviewed plans to
improve diversity and inclusion in 2022.
The Committee engaged Odgers Berndtson, who has been accredited
as compliant with the Enhanced Voluntary Code of Conduct for
Executive Search Firms (FTSE 350).
The candidate list for the appointment of Habib Annous met the
criteria, as did the candidate list for the appointment of Himanshu
Raja as an Executive Director.
Chart 49
Senior management and
direct reports*: Gender diversity
Male: 63.6% (7)
Female: 36.4% (4)
Male: 67.6% (25)
Female: 32.4% (12)
All data as at 31 December 2021
* as defined in the UK Corporate Governance Code
(excluding executive assistants)
Other Committee work: Diversity, Colleague
Engagement, and Succession Planning
In its December 2021 meeting, the Committee considered the
Company’s Annual HR report, including a report on progress with
diversity and inclusion objectives across the Group, and agreed
objectives for 2022. Significant changes to the GEC and the wider
senior management team had been made in 2021, as part of the
organisational review, and the Committee asked the management
team to prepare proposals for succession planning and development
for the GEC and wider senior management team for review with the
Committee at its July 2022 meeting.
Charts 48 and 49 illustrate the gender diversity at Board level and
senior management and direct reports level (as defined in the Code).
Details of gender diversity at senior manager level (as defined in the
Companies Act 2006) and across the workforce can be found on page 15.
The Committee is also involved in overseeing colleague engagement
activities. The Company did not carry out a colleague survey in 2021,
as the Board did not believe this would be particularly informative
against the backdrop of the ongoing organisational change.
The Committee agreed that the Company would conduct a survey
in March 2022 and the results reviewed by the Committee at its
July 2022 meeting. Carol Welch, as Designated Director for Colleague
Engagement, reported to the Committee in December 2021 on her
work during 2021 and on her engagement with colleagues and in
particular with the Colleague Forum. You can read further details on
this on page 51.
Robert Noel
Chair of the Nomination Committee
www.hammerson.com 61
GovernanceNomination Committee report Audit Committee report
Supporting the Board and acting in the long-term interests of stakeholders by thoroughly reviewing
and monitoring the integrity and accuracy of the Group’s financial and narrative reporting; its
compliance with laws and regulations, the internal control and risk management systems; and
managing the external and internal audit processes
Audit Committee members
Mike Butterworth (Chair from 4 May 2021)
Habib Annous (appointed 5 May 2021)
Pierre Bouchut (retired as Chair and as a
member on 4 May 2021)
Gwyn Burr (retired 5 May 2021)
Andrew Formica
Adam Metz
Dear Shareholders
As Chair of the Audit Committee (the Committee) I am pleased to
present my first report of the Committee for the year ended
31 December 2021. This report provides insight into the activities
undertaken by the Committee during the year and explains its
performance against the terms of reference and information on its key
activities in accordance with the annual work plan.
The Committee continues to have a key governance role for the
Company and reviews, on behalf of the Board and shareholders,
important matters relating to financial reporting, internal controls,
risk management, and compliance with laws and regulations. The
terms of reference of the Committee are available on the Group’s
website at www.hammerson.com.
Audit Committee members
Each member of the Committee is an Independent Non-Executive
Director. The Chair of the Board is not a member of the Committee but
may attend its meetings by invitation.
The Committee has deep knowledge and significant business
experience in financial reporting, risk management, internal control
and strategic management. This combined knowledge and experience
enables us to perform our duties properly.
In addition, the Board considers that the members of the Committee
as a whole have relevant sector knowledge. I also meet the
requirement to bring recent financial experience to the Committee.
More information about the Committee members’ skills and
experience are set out on page 49.
The role of the Audit Committee
The Committee supports the Board in fulfilling its responsibilities in
relation to:
– Ensuring that management has systems and procedures in place to
ensure the integrity and accuracy of financial information
– Considering significant financial issues, judgements and estimates
– Reviewing the internal control and risk management systems,
including those to identify emerging risks
62
Hammerson plc Annual Report 2021
– Ensuring the Group has appropriate levels of scrutiny through
oversight of the Company’s internal and external audit
arrangements
– Managing the relationship and reviewing the effectiveness,
objectivity and the independence of the External Auditor, including
agreeing the scope of work and the level of fees
– Monitoring and reviewing systems and processes to ensure the
Group has an effective internal controls environment and complies
with laws and regulations
– Reviewing the Group’s contingent liabilities and related disclosures
– Reviewing the Group’s valuation process and valuations of the
Group’s property portfolio
Audit Committee meetings
The Committee met five times during the year. The agenda for each
meeting is planned around the Group’s annual reporting cycle and
includes particular matters for the Committee’s consideration. A
report is given to the Board following each meeting of the Committee.
The Chair of the Board, the Chief Executive, the Chief Financial
Officer and other members of the senior finance management team,
together with senior representatives of the Company’s External
Auditor, PricewaterhouseCoopers LLP (PwC), are invited to attend all
or part of meetings as appropriate. In order to fulfil its duties as set out
in its terms of reference, the Audit Committee receives presentations
and reviews reports from the Group’s senior management, consulting
as necessary with PwC.
The Committee meets, with no Company management present, at
least once a year with PwC, and at least once with the Group’s Director
of Audit, Enterprise Risk and Sustainability, who is responsible for the
internal audit function.
The valuers (Cushman & Wakefield, JLL and CBRE) and PwC have full
access to one another, and I personally met with the valuers and PwC
separately to discuss the half-year and year end valuation process and
ensured each is satisfied that there has been a full and open exchange
of information and views.
Audit Committee effectiveness review
For 2021, the review of the Audit Committee was carried out
internally. I can confirm that the Committee continues to perform its
role effectively with no significant concerns. The private sessions of
the Committee also provide further opportunities to discuss matters
in connection with its effectiveness and to highlight any areas for
improvement or change.
The External Auditor and external audit
The appointment of PwC is subject to ongoing monitoring and the
Committee considered the effectiveness of PwC as part of the 2021
year end process.
The Committee took a number of factors into account when
considering the effectiveness of the external audit, including the
quality and scope of the audit plan and reporting. The Committee also
sought the views of key members of the finance team, senior
management and Directors on the audit process and the quality and
experience of the audit partner engaged in the audit. Their feedback
confirmed that PwC continues to perform well and provides an
appropriate level of challenge to management. The Committee has
concluded that overall PwC has carried out its audit for 2021
effectively and efficiently.
During the year the Committee reviewed and approved the proposed
audit fees and terms of engagement for the 2021 audit and
recommended to the Board that it propose to shareholders that PwC
be reappointed as the Group’s External Auditor at the AGM on
28 April 2022.
There are no contractual obligations which restrict the Audit
Committee’s choice of External Auditor or which put in place a
minimum period for their tenure. The external audit contract will be
put out to tender at least every 10 years. Given the effectiveness of the
external audit process, there are no current plans to re-tender the
services of the External Auditor, which was last undertaken in 2016,
earlier than 2026. The Committee confirmed that it has complied with
The Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Processes and Audit
Committee Responsibilities) Order 2014, published by the
Competition and Markets Authority on 26 September 2014.
PwC’s remuneration as External Auditor for the year ended
31 December 2021 was £1.1 million (2020: £1.2 million). PwC also
received £0.2 million (2020: £0.1 million) for the Company’s share of
the audit services undertaken on behalf of its joint ventures. The
External Auditor also received £0.2 million (2020: £0.3 million) for
audit related assurance services, being principally the half-year review
of the Company’s financial statements. Further details of the provision
of services and fees paid to PwC during the year are shown in note 5 to
the financial statements on page 116.
Confirmation was also sought that the fee payable for the annual audit
is sufficient to enable PwC to perform its obligations in accordance
with the scope of the audit.
Non-audit services
The Committee takes steps to ensure that the External Auditor
remains objective and independent. It considers how such objectivity
might be, or appear to be, compromised through the provision of
non-audit services by the External Auditor. It is responsible for
developing, implementing and monitoring the Group’s policy on the
engagement of the External Auditor to supply non-audit services.
The Group’s non-audit services policy was revised and published on the
Company’s website at www.hammerson.com in March 2021. The policy
reflects the requirements of the Financial Reporting Council’s (FRC)
Revised Ethical Standard 2019 and the principal elements are that:
– The External Auditor may only provide services which are included
on the FRC’s “whitelist” of services
– Where services are provided, each occasion is specifically assessed
and authorised by the Chair of the Committee up to a limit of
£50,000 and above that level by the Audit Committee
– The provision of non-audit services will be closely monitored to
ensure compliance with the 70% non-audit services cap calculated
as the average of the fees paid to the Group’s External Auditor in the
last three consecutive financial years for audit services
I can confirm that the Group was compliant with the policy during the
year and that PwC received £0.1 million in relation to non-audit
services, representing 7% of the Group’s audit fee for the year.
Regulator communication
During the year, the Company received letters from the FRC and Irish
Auditing and Accounting Supervisory Authority (IAASA) concerning
the Group’s 2020 financial statements. The FRC did not require a
formal response to its letter, while the Company satisfactorily
answered the queries raised by the IAASA. To address a number of
points raised in both letters, the Group has implemented some minor
disclosure enhancements in the 2021 financial statements.
Risk management
On behalf of the Board, the Audit Committee continued to review the
heightened risks and challenges to the Group from Covid-19, market
conditions, the macro economy and the financial position of the Group
throughout 2021. The Committee uses a number of tools to review the
Group’s risk management processes including the Group’s Risk
Management Framework, Risk Heat Map and Risk Dashboard. These
tools are regularly reviewed by the senior management team to ensure
that risks, both existing and emerging, are properly identified and
managed and the potential impact on the Group assessed. The
Committee also supported the Board in its annual review of the
Group’s risk appetite completed in December 2021.
The Committee confirms that it has carried out a robust assessment of
the Group’s risk management approach in 2021 and further details on
the Group’s approach to risk management is in the Risks and
uncertainties section on pages 36 to 43.
Internal audit and controls
Internal audit
The Group appointed a Director of Audit, Enterprise Risk and
Sustainability in late 2021 to strengthen the Group’s approach towards
controls assurance. The team reporting to the Director will comprise a
mix of dedicated in-house professionals and a co-source provider for
specialist assurance work such as relating to cybersecurity controls.
The Group is in the process of hiring an additional internal audit
manager with a background in financial control.
2021 internal audit plan
The 2021 internal audit plan was proposed by management for
approval by the Committee. The proposal took account of the Group’s
Risk Management Framework, and in particular the heightened
principal risks affecting the Group. Other key factors for consideration
were key areas of change for the Group and other audit areas which
had not been subject to recent internal audit. Examples of the
processes audited in 2021 are given below:
– Invoice approval and processing
– Capital expenditure controls (France only)
– Service charge management (France only)
Each of the audits confirmed the related areas were appropriately
controlled. Some recommendations for improvement were agreed
with management with clear timelines and responsibilities for
implementation. As a result of the impact of the restrictions
implemented in the UK, France and Ireland to deal with the Covid-19
pandemic, it was not effective to fully complete reviews concerning
flagship destination operations and turnover rents which had been
planned for 2021. The turnover rent review has been incorporated into
the 2022 internal audit plan (see below).
The Committee received internal audit updates throughout the year to
review progress of the plan and to track the completion of any
outstanding actions from earlier audits.
2022 internal audit plan
The Audit Committee approved the 2022 annual internal audit plan
based on the Group’s principal risks and a new annual cyclical plan
which will each year test the Group’s key financial controls.
The high-level plan for 2022 is given below:
Cyclical annual plan
– Turnover rents
– Balance sheet reconciliations
– Managing agents – accounting
services
Risk-based plan
– Transformation programme
controls
– Lease management
– Cybersecurity controls
– Capital expenditure controls
– Non-core portfolio
– Receivables
– Business continuity planning
www.hammerson.com 63
GovernanceAudit Committee report Audit Committee report continued
The Audit Committee will continue to review the reports from the
Internal Audit team and monitor agreed actions to completion.
The Committee is satisfied that the internal audit arrangements
continue to provide effective assurance over the Group’s risk and
control environment.
Internal control
The Committee assists the Board in fulfilling its responsibilities
relating to the adequacy and effectiveness of the control environment
and compliance systems in the Group.
operational and compliance controls. The Group’s internal controls
provide reasonable but not absolute assurance against material
misstatement or loss. The review of the controls involves analysis and
evaluation of the key risks to the Group, including a review of all the
material controls. This includes the plans for the continuity of the
Group and its operations in the event of unforeseen interruption.
In addition, the Committee reviewed the Group’s approach to
compliance with legislation and the prevention of fraud, anti-bribery
and corruption. During 2021, one allegation of fraud was raised but
following a detailed investigation was not substantiated.
Throughout the year, the Committee received regular updates on the
Group’s internal control systems, including material financial,
The Committee confirms that its review was able to demonstrate that the
Group continues to operate an effective internal control environment.
Significant issues, judgements and estimates
The Committee considered a number of significant issues, judgements and estimates during the year. The Committee assessed whether the
judgements and estimates made by management were reasonable and appropriate, and how they were addressed by the Committee in the year is
set out below:
Significant issue, judgement and estimate
How the issue was addressed by the Committee
Going concern
The appropriateness of preparing the Group
and Company financial statements on a going
concern basis and the disclosure of going
concern assessment.
The Committee reviewed management’s assessment of the basis for preparing the Group’s financial statements
on a going concern basis, particularly the improved outlook and financial position compared with the
assessment at the previous year end and the 2021 interim financial statements. This included reviewing and
challenging financial forecasts, and their underlying assumptions, of the Group’s income statement, balance
sheet, cash flows and liquidity position and projected financial covenants within the Group’s borrowing
facilities. The Committee also reviewed and discussed the going concern disclosures in the Annual Report.
The Committee received a report from the External Auditor on their evaluation of the going concern
assessment, financial forecasts and disclosure.
Through its review, the Committee satisfied itself that the going concern basis of preparation remained appropriate.
The Committee therefore recommended to the Board that it could approve the Going concern statement.
See the Going concern statement assessment in note 1E of the financial statements on
page 106
Viability statement
The assessment and disclosure of management’s
work on the prospects and the viability of
the Group.
The Committee reviewed and challenged management’s work on assessing the viability of the business,
considering the Group’s current position, strategy, risk assessment and future prospects.
The Committee was satisfied that management had conducted a robust assessment and agreed with proposal
of a viability assessment period of three years. The Committee therefore recommended to the Board that it
could approve the Viability statement.
See the Viability statement on page 45
Valuation of the Group’s
property portfolio
The valuation of the Group’s property portfolio is
a key recurring risk due to its significance in the
context of the Group’s net asset value.
Valuations are inherently subjective due to the
assumptions and judgements required
concerning capitalisation yields and market
rental income (ERV) and other factors including
the location, physical attributes of the property,
and environmental and structural conditions.
Valuations are undertaken by the Group’s three
external valuers and are thoroughly reviewed by
management and the Group’s External Auditor.
For the 31 December 2021 valuations, the external valuers each presented their valuations to the Committee
in January 2022. These were scrutinised, challenged and debated with a focus on the key judgements adopted
by the valuers while recognising that, while lower than long term averages, there was a greater range of
transactional evidence on which to base the 2021 year end valuation compared with the prior year.
The Committee also discussed the RICS Guidance Note, Sustainability and ESG in Commercial Property
Valuation, which took effect from 31 January 2022, and the recommendations in the RICS Independent Review
of Real Estate Investment Valuations. While recognising the latter recommendations are under review, the
Committee expects that the Company and its valuers to comply in full with the proposed recommendations.
The Committee also held private meetings with each valuer to discuss and challenge the valuation process and
asked the valuers to highlight any disagreements with management during the valuation process. This allowed
the Committee to satisfy itself that the valuation process was independent and objective.
The Committee received a report from the External Auditors detailing their review of the valuation process and
year end values. This matter was discussed in the private meeting between the Committee and External Auditor.
Based on the work undertaken, the Committee concluded that the valuation of the Group’s property portfolio
had been carried out in an appropriate manner with reference to the widest range of available evidence and was
therefore suitable for inclusion in the Group’s financial statements.
See note 1D of the financial statements on page 103
Accounting for significant
transactions
The accounting treatment of significant property
or corporate transactions is a recurring risk for
the Group because of the financial significance
and complexity of such transactions. For
property transactions, judgement is required to
determine the transfer of risks and rewards
associated with each transaction and the
appropriate disclosure requirements. Corporate
transactions also often entail complex accounting
treatments and judgements.
The Committee reviewed management’s report explaining the proposed accounting treatment and disclosure
for both ongoing transactions or those completed during 2021, in particular the portfolio sale of, and exit from,
UK retail parks in May 2021, the exchange of contracts for the sale of Silverburn, Glasgow in December 2021 and
the sale of Victoria, Leeds in February 2022.
The former transaction resulted in results from the UK retail parks segment being disclosed separately from the
rest of the business as discontinued operations. While Silverburn, Glasgow was reclassified to assets held for sale
with effect from 14 December 2021 and Victoria, Leeds did not meet the criteria for reclassification to assets held
for sale at the year end. The accounting for these transactions was also addressed in the External Auditor’s year
end report to the Committee.
The Committee reviewed and challenged management’s proposed accounting treatment and was satisfied with
the treatment and disclosures adopted in the 31 December 2021 financial statements.
See note 1C of the financial statements on page 102
64
Hammerson plc Annual Report 2021
Significant issue, judgement and estimate
How the issue was addressed by the Committee
The Committee reviewed management’s paper on the proposed impairment of trade receivables
and tenant incentives.
The paper explained that the Group has applied the simplified approach under IFRS 9 and adopted a
provisioning matrix to determine the Expected Credit Loss (ECL), grouping receivables dependent on the
risk level, taking into account historical default rates; credit ratings; ageing; and future trading and recovery
expectations. This judgement resulted in an appropriate provision percentage, after taking account of VAT,
rent deposits and personal or corporate guarantees held, being applied to trade receivables and tenant
incentives. This issue was also addressed in the External Auditor’s year end report to the Committee.
The Committee was satisfied with the treatment and disclosure adopted in the 31 December 2021
financial statements.
See note 1D of the financial statements on page 105
The Committee reviewed management’s paper on its approach to the impairment of non-financial assets and
liabilities. This explained that the Group’s investment and development properties are carried at fair value
under IAS 40.
The Group’s investments in joint ventures and associates are accounted for under the equity method, which in
this case, equates to the Group’s share of the entity’s Net Asset Value (NAV). NAV is based on the fair value of the
assets and liabilities. As the Group’s investment in these joint ventures and associates already equals the Group’s
share of the underlying net assets of the relevant investee, of which the principal asset, investment property, is
already carried at fair value, the NAV is a reasonable approximation for the recoverable amount under IAS36,
being the higher of the value in use and fair value less cost of disposal, and no impairment is required.
The exception to this methodology is in relation to the Highcross, Leicester joint venture where, at 31 December
2021, the loan secured against the property was in breach of its covenants. Discussions with the lenders are
underway to find a mutually acceptable solution, although in the event that agreement is not reached, the
lenders may elect to exercise their right to force the joint venture entities into administration in order to recover
their loans. This situation means that there are factors outside of the Group’s control which are likely to result in
both the fair value less cost of disposal and the value in use being adversely impacted. Consequently, the
Committee agreed with management’s reassessment of the Group’s investment in the Highcross joint venture
and its proposal to impair the carrying value of the investment to nil. This resulted in an impairment charge of
£11.5 million being recognised in the income statement in the year.
See note 1D of the financial statements on page 104
The Committee reviewed management’s paper supporting the judgement that the Annual Report presents a fair,
balanced and understandable view of the Group’s position, performance, business model and strategy.
The Committee also reviewed proposed changes to APMs for the year ended 31 December 2021 and concluded
these presented the most relevant and useful information to users of financial statements. The most significant
of these being the exclusion of “exceptional” gross administration costs associated with business transformation
of £8.6 million from the Group’s adjusted earnings. Further details are in note 1B to the financial statements on
page 102 and page 23 of the Financial review.
As in previous years, an internal editorial team led the process to produce the Annual Report. Feedback was also
sought from the Group’s External Auditors and report designers. The Committee and the Board were provided
with the opportunity to provide feedback on the Annual Report which was incorporated into the report prior to
its approval. The Committee also reviewed the disclosure and commentary in the Annual Report including the
relative prominence of APMs and IFRS financial measures and consistency with previous disclosures.
Following its review, the Committee is of the opinion that the 2021 Annual Report and financial statements are
representative of the year and present a fair, balanced and understandable overview of the Group’s position,
performance, business model and strategy.
Impairment of trade receivables
and tenant incentives
The Covid-19 pandemic continued to adversely
impact the Group’s operations in 2021, with the
enforced closure of non-essential retail at the
start of the year. Restrictions have also been
imposed on landlords’ ability to enforce rent
collection in the UK and France.
The improved trading conditions post lockdown
resulted in an improvement in collections,
although collection rates still remain materially
below pre-pandemic levels. At 31 December 2021,
on a proportionally consolidated basis excluding
Value Retail, the Group had trade receivables of
£99.5 million, a decrease of £70.8 million
compared with the start of the year.
The estimation of expected credit losses against
arrears and capitalised tenant incentives requires
estimation about future events and is therefore
inherently subjective.
Impairment of non-financial
assets
Management concluded that the ongoing impact
of Covid-19 on the business is evidence of
potential impairment and accordingly, an
impairment review of non-financial assets has
been undertaken. This assessed whether the
carrying value of these investments exceeded the
higher of fair value less cost of disposal and the
value in use.
The Group’s key non-financial assets are
investment and development properties and
investments in joint ventures and associates and
these were assessed for impairment, particularly
the Group’s investment in the Highcross joint
venture, where the secured debt was in breach of
its covenants at 31 December 2021.
Presentation of information –
fair, balanced and
understandable
The Group uses a number of Alternative
Performance Measures (APMs), being financial
measures not specified under IFRS, to monitor
the performance of the business. Management
principally reviews the Group on a proportionally
consolidated basis, except for the Group’s
premium outlets investments.
Judgement is required to ensure disclosures and
associated commentary clearly explain the
performance of the business and provide
reconciliations to the IFRS financial statements.
This remains an area of focus for users of the
accounts, given the significant adverse impact of
Covid-19, to ensure disclosures have been applied
consistently with previous disclosure and results
in the Annual Report and financial statements
present a fair, balanced and understandable view
of the Group’s position, performance, business
model and strategy.
Mike Butterworth
Chair of the Audit Committee
www.hammerson.com 65
GovernanceAudit Committee report Directors' Remuneration report
Chair's annual statement
Aligning remuneration with our strategy and shareholder interests
Ensuring our remuneration reflects market conditions and supports the ongoing focus on strengthening
our balance sheet
Overall, this was, therefore, a strong year in the context of de-risking
the balance sheet and reshaping the business in line with the strategy.
I am conscious that shareholders may be interested in how we utilised
the various UK government subsidies available. In 2021 there was very
limited use of furlough (c.£120,000). The Company has voluntarily
repaid this amount to Government.
Remuneration policy
The current policy was approved at the AGM on 28 April 2020 with
91.34% of shares voted in favour. The last Report, which explained how
we applied that policy in 2020 and intended to do so in 2021, was also
approved with 95.5% of shares voted in favour. The policy will remain
in force until a revised policy is approved by shareholders at next
year’s AGM at the latest. Further information on the application of the
Policy during 2021 is detailed on pages 69 to 78. The Policy is shaped
by the following underlying principles that aim to achieve:
– Alignment of remuneration with strategy and stakeholder interests
– The long-term success of the Company
– Consistency and transparency
– The reward of performance with competitive remuneration
– Support for the Company's values
– A mixture of fixed remuneration, short-term and long-term
performance-related incentives
Executive Director changes
As I explained in my Report last year, the Company announced on
15 January 2021 that James Lenton would be stepping down as CFO
and from the Board on 26 April 2021, with his 12 months’ notice of
resignation taking effect on 18 January 2021. Mr Lenton was not
eligible for a bonus for 2021 and did not receive any RSS awards in the
year. After he stepped down, Mr Lenton received his salary and
benefits until 31 July, and subsequently continued membership of the
Company’s medical insurance scheme until 20 September. Because he
had resigned, all his outstanding LTIP/ RSS awards and deferred
bonuses lapsed.
Himanshu Raja joined the Company on 26 April 2021 as CFO and
Executive Director. Further details on his terms of appointment are
set out in the Report but briefly comprise:
– A lower pension allowance than Mr Lenton. The Committee took
the opportunity to reduce the pension salary supplement to align
with the Chief Executive, and both Executive Directors now receive
pension contributions at or below that offered to colleagues
– Equivalent ongoing bonus and RSS (compared with that envisaged
for Mr Lenton)
Remuneration Committee members
during 2021
Gwyn Burr (Chair)
Habib Annous
Méka Brunel
Robert Noel
Carol Welch
Dear Shareholders
As Chair of the Remuneration Committee (the Committee) I am
pleased to present our Directors’ Remuneration report (the Report)
for the year ended 31 December 2021.
Context for the Committee’s decisions
As noted in the Chief Executive’s statement, 2021 was a year of
challenge but also of opportunity and transformation. We changed
our Chief Executive in November 2020 and our CFO in April 2021.
Together, they have led a change in many other of the senior
leadership positions and the new management team have delivered
improved Group performance alongside managing the impact of
Covid. They have strengthened the balance sheet through disposals
and refinancing and started to build a performance-based culture
focused on value creation and an asset-centric mindset.
In 2021 the Company delivered an improved financial performance
with Adjusted Earnings for 2021 of £80.9 million, significantly ahead
of the targets set for the year. This has been delivered with very
significant improvement in our collections with almost 90% of rent
due in 2021 collected as at the year-end.
With the half year results in August, the Company set out its new
strategic vision, focused on the four key building blocks of creating an
agile platform, delivering a sustainable and resilient capital structure,
reinvigorating our assets and accelerating development. Significant
progress has already been made during 2021 in each of these steps with:
– £503 million of disposals exchanged or completed in 2021
– The launch of a €700 million Sustainability Linked Bond with a
six-year maturity period and a 1.75% coupon, and new revolving
credit facilities which both extended and de-risked our debt
maturity profile
– Net debt reduced by £415 million
– Adjusted earnings increased from £37 million in 2020 to £80.9
million in 2021
– Significant progress made in managing the cost base leading to
annualised future savings of £14.3 million
66
Hammerson plc Annual Report 2021
Remuneration alignment to strategy
All aspects of remuneration are regularly considered by the
Committee to ensure they support and are aligned to strategy.
To support the ongoing focus on reducing debt and strengthening the
business, the Committee has determined that the 2022 AIP financial
performance measures will again be based on an equal weighting of
adjusted earnings; reduction of net debt; and reduction in the cost
base. The non-financial component will again include an 8% weighting
on ESG and 25% on personal and strategic objectives. Further
information on the 2022 AIP performance measures and targets
is on page 80.
2022 pay approach
The Committee approved a 2% salary increase for each of the Executive
Directors, noting that this is below the current level of inflation and in
line with the average to be awarded to colleagues generally.
Exercise of discretion and judgement
The Remuneration Committee considered the AIP outturn to be
appropriate and to reflect strong performance against a highly
challenging backdrop. As such, the Remuneration Committee did not
exercise its discretion to override formulaic variable pay outturns in
the year other than the reduction in the ESG component of the AIP
as explained above.
Conclusion
In summary:
– The AIP delivered 70.4% of the maximum, with 40% of this deferred
in shares for two years
– The former CFO left the Company and was succeeded by a new CFO
on equivalent terms but with a lower pension allowance
– The new CFO was eligible for a time pro-rated AIP bonus in 2021
and received an initial RSS grant in accordance with the Policy (at
75% of salary)
– Recognising the need to balance the impact of high inflation with
the continuing focus on cost control, a 2% salary increase was
awarded to the Executive Directors
This will be my final Report as Chair of the Remuneration Committee,
and I will step down from the Board at the 2022 AGM, and my
colleague Habib Annous will succeed me as Committee Chair from
that date.
At the 2022 AGM, the Remuneration Report will be submitted to
shareholders as an advisory vote. I am grateful for the engagement and
support provided by shareholders during the year and I look forward
to receiving your continued support at the AGM.
Gwyn Burr
Chair of the Remuneration Committee
Long term incentive arrangements
Rita-Rose Gagné was granted an RSS award equivalent to 100% of base
salary in 2021, in line with the Policy. Following his appointment,
Himanshu Raja was granted an RSS award equivalent to 75% of base
salary, again in line with the Policy.
Incentive pay performance
Annual bonus (AIP) is determined based on a combination of financial
and non-financial performance measures.
The financial performance measures in 2021 were Adjusted Earnings,
Group net debt and reduction in the cost base (22.3% of AIP each):
– Adjusted Earnings performance was fully achieved with
performance significantly ahead of the target range.
For completeness, the Committee noted that Adjusted Earnings
included some lease surrender premiums which are unlikely to be
repeated but that the stretch target was exceeded even had these
amounts been excluded. Consistent with established practice, the
targets were adjusted for variances from assumed disposals to
ensure that management did not benefit from the contribution of
properties which were either not sold or sold later than planned
– Net debt performance in 2021 was achieved as to 32.0%, between
the threshold and on-target performance levels
– A reduction in the cost base was achieved as to 70.0% (i.e. ahead
of the on-target performance level), with annualised savings
of £14.3 million
The non-financial elements achieved:
– A 25% reduction in CO2 emissions which formulaically resulted in
a 100% outturn under the ESG performance measure, although this
was reduced to 50% reflecting that it had benefitted from closures
– Personal performance was achieved as to 85% for each of the Chief
Executive and the CFO reflecting their achievements in delivering
a strong performance for the business, developing a clear strategy,
deleveraging the business and supporting key disposals in the year
Overall, this resulted in an outcome of 70.4% of the maximum which
the Remuneration Committee considered appropriate and approved
without the exercise of discretion other than the reduction in the ESG
component as explained above, having regard to the Company’s strong
performance and having considered its performance relative to other
owners of retail property. More details are shown on page 70.
No LTIP or RSS award was due to vest to any Executive Director
in 2021.
Stakeholder engagement
We communicate with, and receive feedback from, the Company's
colleagues through a variety of channels, notably through The Colleague
Forum (the Forum) which you can read about it on page 51. Carol Welch,
as Designated Non-Executive Director for Colleague Engagement, met
the Forum in October 2021 to discuss executive remuneration and
explain how it aligns with the wider Company pay policy.
The Committee is regularly updated on colleague pay and benefits
throughout the Group and considers colleague remuneration,
as well as feedback from Carol Welch, as part of its review of
executive remuneration.
No formal consultation with shareholders on remuneration has been
carried out since the AGM and there are no changes to the Policy
proposed this year. However, the Chair of the Board is regularly in
communication with a significant proportion of the Company’s
shareholders on a variety of matters, including remuneration.
www.hammerson.com 67
GovernanceDirectors' Remuneration report Directors' Remuneration report continued
Table 50
Summary of major activities and decisions of the Committee in 2021
Salary and benefits
Annual Incentive Plan
and Long Term Incentive
Schemes
Governance
Other
2021 review of Executive Directors’ pay and the fee for the Chair of the Board
Review and approval of the resignation arrangements for James Lenton
Review and approval of the service agreement for Himanshu Raja
Review and approval of the service agreements for new members of the GEC
Consideration of AIP 2020 outturn
Review and approval of 2021 AIP structure, performance targets and personal objectives
Consideration of 2017 LTIP performance outturn and approval of vesting outcomes
Review of likely 2021 AIP outturn and potential targets for 2022
Review and approval of the RSS award levels
Review of RSP awards for GEC members
Review of AGM season remuneration report results, and shareholders’ and proxy agencies’ views on remuneration
Review of the Remuneration Committee’s terms of reference
Review of Directors’ Remuneration Report
Employee share plan award activity
Review of remuneration consultant costs and re-appointment
Review of emerging remuneration practice
Consideration of the treatment of share awards to reflect the Enhanced Scrip Dividend
In consultation with the Designated Non-Executive Director for Colleague Engagement, engagement with the wider
workforce on how executive pay aligns with pay for the wider workforce
68
Hammerson plc Annual Report 2021
Annual Remuneration report
The Annual Remuneration Report (Report) sets out how the Directors’ Remuneration Policy (Policy) was put into practice in 2021 and how we
intend to implement it in 2022. It is divided into three sections:
Section 1: Single figure tables
Section 2: Further information on 2021 remuneration
Section 3: Implementation of Remuneration Policy in 2022
The auditors have reported on certain sections of this Report and stated whether, in their opinion, those sections have been properly prepared.
Those sections which have been subject to audit are clearly indicated with an asterisk (*).
The Policy was approved by shareholders at the AGM held on 28 April 2020 and is available to view on the investor relations section of the
Company’s website at www.hammerson.com. A summary of the key provisions for each element of the Remuneration Policy is set out in this
Report on pages 79 to 82.
Section 1: Single figure tables
This section contains the single figure tables showing 2021 remuneration for the Executive Directors and Non-Executive Directors, and
information that relates directly to the composition of these figures.
All figures highlighted in GREEN in the Report relate directly to a figure that is found in the Single Figure Table, table 51.
Executive Directors’ remuneration: Single Figure Table*
Table 51 below shows the remuneration of the Executive Directors for the year ended 31 December 2021, and the comparative figures for the year
ended 31 December 2020. The figures for 2020 only include directors who served for part of 2021 and, therefore, do not equal to the totals for 2020
as reported in last year’s report.
Table 51
Executive Directors’ remuneration for the year ended 31 December 2021
Rita-Rose Gagné1
Himanshu Raja2
James Lenton3,4
Total
2021
2020
2021
2020
2021
2020
2021
2020
Salary
£000
672
112
295
–
137
409
1,104
521
Benefits
£000
421
25
16
–
6
18
443
43
Pension
£000
Fixed Total
£000
Annual Bonus
(AIP)
£000
Long Term
Incentive Plan
(LTIP) £000
Variable Total
£000
67
11
30
–
19
57
116
68
1,160
148
341
–
162
484
1,663
632
946
–
311
–
–
–
1,257
–
–
–
–
–
–
–
–
–
946
–
311
–
–
–
1,257
–
Total
£000
2,106
148
652
–
162
484
2,920
632
1. Rita-Rose Gagné was appointed as a Director of Hammerson plc with effect from 2 November 2020.
2. Himanshu Raja was appointed as a Director of Hammerson plc with effect from 26 April 2021.
3. James Lenton ceased to be a Director of Hammerson plc with effect from 26 April 2021 but remained an employee until 31 July 2021. These disclosures only include his
emoluments while a Director.
4. The Executive Directors took a salary reduction of 20% from 1 April 2020 to 30 June 2020. James Lenton’s 2020 figures are shown net of the salary and pension waived (£24,510).
For further information on the AIP and LTIP see
pages 70 to 71.
Commentary on the Single Figure Table*
Fixed Remuneration
Salary
In accordance with the terms of her service contract, Rita-Rose Gagné was not eligible to be considered for an increase to her base salary for 2021.
James Lenton was also not considered for an increase to salary in February 2021.
Benefits
The taxable benefits shown in the Single Figure Table include a car allowance (£16,000), private health insurance and permanent health
insurance. In addition, the Company paid for tax advice for Rita-Rose Gagné, and for legal advice to Himanshu Raja in respect of the negotiation
of his service contract. As stated in last year’s report, Rita-Rose Gagné also received a gross relocation allowance of £400,000 following her
relocation from Canada in February 2021.
UK Executive Directors are eligible to participate in the Company’s all-employee share plan arrangements (SIP and Sharesave) but no Executive
Director participated in 2021.
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GovernanceDirectors' Remuneration report Directors' Remuneration report continued
Pension
Executive Directors receive a salary supplement in lieu of pension benefits. Rita-Rose Gagné and Himanshu Raja each received a salary
supplement of 10% of base salary which is consistent with the rate available to new joiners and below the rate for longer-serving employees.
James Lenton received a salary supplement of 14% of base salary for the period employed up until 31 July 2021. All salary supplements paid
to Executive Directors in lieu of pension benefits are subject to deductions required for income tax in the UK.
Variable Remuneration*
Annual bonus for 2021
The Annual Incentive Plan (AIP) is the Company’s annual bonus scheme. The bonus awards are based on performance conditions that were
approved by the Committee. The AIP bonus is split 67% for performance against financial measures, 8% for sustainability and 25% for
performance against personal objectives. The Committee has the ability to override the indicative formulaic outturn if it considers that not to be
appropriate given the Company’s performance during the year.
The performance targets were not disclosed in advance of the year, as they were considered by the Board to be commercially sensitive information,
but full details of the conditions and performance against them are now set out below.
Table 52
Financial measures
(% of bonus
achieved, max
67%)
ESG measures
(% of bonus
achieved, max
8%)
Personal measures
(% of bonus
achieved, max
25%)
Total vesting
percentage
(%, max 100%)
Vesting amount
as % of salary
AIP amount
(£000)
(Shown in Single
Figure Table)
Rita-Rose Gagné (max bonus – 200% of salary)
Himanshu Raja
(max bonus – 150% of salary, time pro-rated)
James Lenton (not eligible for a bonus in 2021)
45.1%
45.1%
–
4.0%
4.0%
–
21.3%
70.4%
140.7%
21.3%
–
70.4%
–
105.5%
–
946
311
–
Table 53
AIP outturn
Performance against targets1
Entry threshold
(% vesting at
threshold)
On-target
(50% vesting)
Full vesting target
(100% vesting)
Result achieved
Vesting percentage
against target
Bonus achieved
Weighting
(% of max bonus
available)
% of max bonus
achieved
Adjusted earnings2
£38.3m (0%)
£42.75m
£47.2m
£80.9m
100.0%
22.3%
22.3%
Net debt3
£1.914bn (0%)
£1.682bn
£1.574bn
£1.819bn
32.0%
22.3%
7.2%
Reduction in cost base4
£8.0m (0%)
£12.5m
£17.0m
£14.3m
70.0%
22.3%
15.6%
Reduction in CO2
Emissions5
17% (25%)
18%
20%
25%
50.0%
8.0%
4.0%
Personal Objectives
See below
85.0%
25.0%
21.3%
Total
–
70.4%
Notes
1. Each of the AIP performance conditions is subject to a straight-line payment scale between threshold, on-target and full vesting points.
2. The 2020 Annual Report referred to this being intended to be Adjusted EPS although the Committee approved Adjusted Earnings.
Consistent with established practice, the original performance targets were increased to reflect variances in the timing of planned disposals.
3. Net debt is as shown in Table 94 on page 168. Again, consistent with established practice, the original targets were increased to reflect
changes in foreign exchange rates in the year. This target also had an intermediate target of £1.899 bn at which point 25% was payable.
4. Reduction in the cost base means the annualised cost savings attributable to the reorganisation work completed by year-end and to savings
on the D&O renewal.
5. Reduction in CO2 emissions compared with the 2019 portfolio as adjusted for 2021 disposals. The total reduction for 2021 was 25% but the
Remuneration Committee made two changes, first determining that it was more appropriate to measure this element of the AIP based on
the reduction for H2 2021, which was lower at 20%, as this represented a period when assets were largely open and was, therefore,
considered a better reflection of management’s performance. This still resulted in a 100% vesting level which was then reduced by 50%
on a discretionary basis.
The Chief Executive’s personal objectives included establishing a new strategy; this was clearly met with the Board’s approval of the strategy based
on the four pillars of delivering a sustainable capital structure, creating an agile platform, reinvigorating our assets and accelerating the
development pipeline.
Particular highlights of operational excellence included a return to profit, significant improvement in collections, repurposing of a number of large
vacant units, the signing of 371 new leases during the year, renewal of the senior management team, and significant cost savings, right-sizing the
business for the future.
70
Hammerson plc Annual Report 2021
Against this backdrop, an outturn of 85% of the maximum was proposed to the Committee which was approved without adjustment.
The CFO’s objectives were set on his joining and focused on a number of similar objectives to those of the Chief Executive, including leading the
refinancing (particularly the €700m sustainability linked bond and new revolving credit facilities), significantly improving collections and
creating a more agile platform.
Against this backdrop, an outturn of 85% of the maximum was proposed to the Committee which was approved without adjustment.
Long Term Incentive Plan
The LTIP was replaced by the Restricted Share Scheme (RSS) in April 2020 for future awards. In 2021, no RSS award was due to vest to any
Executive Director.
Non-Executive Directors: Single Figure Table*
Table 54 below shows the remuneration of Non-Executive Directors for the year ended 31 December 2021 and the comparative figures
for the year ended 31 December 2020. The figures for 2020 only include directors who served for part of 2021 and, therefore, do not equal to the
totals for 2020 as reported in last year’s report.
Table 54
Non-Executive Directors’ remuneration for the year ended 31 December 2021
Committee membership and other responsibilities
Fees9
Benefits
Total
Audit
Committee
Remuneration
Committee
Other
Member
Chair of the Board
Senior Independent Director
Chair
Member
Member Member
Member
Chair
Member
Member
Member
Designated Non-Executive Director
for Colleague Engagement
Robert Noel1
Pierre Bouchut2
Gwyn Burr3
Habib Annous4
Méka Brunel5
Mike Butterworth6
Desmond de Beer7
Andrew Formica
Adam Metz8
Carol Welch
Total
2021
£000
2020
£000
2021
£000
2020
£000
2021
£000
2020
£000
300
26
88
47
67
73
62
67
67
75
872
96
73
87
–
62
–
33
63
62
63
539
4
5
–
–
–
–
1
–
2
–
12
1
6
–
–
3
–
–
–
33
–
43
304
31
88
47
67
73
63
67
69
75
884
97
79
87
–
65
–
33
63
95
63
582
Robert Noel was appointed as a Director on 1 September 2020 and as Chair of the Board on 7 September 2020.
1.
2. Pierre Bouchut resigned as a Director on 4 May 2021. He was based in France, and this is reflected in his benefits figure – see Benefits note on page 72.
3. Gwyn Burr stepped down as a member of the Audit Committee with effect from 5 May 2021.
4. Habib Annous was appointed as a Director and a member of the Remuneration, Audit, IDC and Nomination Committees on 5 May 2021.
5. Méka Brunel is based in France. This is reflected in her benefits figure – see Benefits note on page 72.
6. Mike Butterworth was appointed as a Director on 1 January 2021 and as Audit Committee Chair with effect from 4 May 2021.
7. Desmond de Beer was appointed as a Director on 15 June 2020 and is based in South Africa.
8. Adam Metz is based in the USA. This is reflected in his benefits figure – see Benefits note on page 72.
9. The Non-Executive Directors took a voluntary reduction of fees of 20% in response to the Covid-19 pandemic from 1 April 2020 to 30 June 2020.
www.hammerson.com 71
GovernanceDirectors' Remuneration report
Directors' Remuneration report continued
Benefits
The benefits disclosed in Table 55 relate to the reimbursement of travel and accommodation expenses incurred in attending Board meetings
at the Company’s head office. For those Non-Executive Directors based outside of the UK, this includes the cost of international travel and
accommodation. The grossed-up value has been disclosed. In accordance with the Policy, any tax arising is settled by the Company.
Robert Noel is entitled to private medical insurance which is taxed as a benefit in kind.
Fees payable to Non-Executive Directors
The Chair of the Board’s fee was reviewed by the Committee and the Non-Executive Directors’ fees were reviewed by the Board in March 2021.
No increase was made to Non-Executive Director fees or to the Chair’s fee. The annual fees payable to Non-Executive Directors are set out in
Table 55 below. There is no fee for membership of the Nomination Committee or the Investment and Disposal Committee.
Table 55
Chair of the Board and Non-Executive Directors' 2021 annual fees
Chair of the Board
Non-Executive Director
Senior Independent Director
Audit Committee Chair
Remuneration Committee Chair
Audit/Remuneration Committee member
Designated Non-Executive Director for Colleague Engagement
£
300,000
61,500
10,000
15,000
15,000
5,000
8,000
72
Hammerson plc Annual Report 2021
Section 2: Further information on 2021 remuneration
Directors’ shareholdings and share plan interests*
Table 56
Summary of all Directors’ shareholdings and share plan interests as at 31 December 2021*
(including Persons Closely Associated)
Outstanding scheme interests at 31/12/21
Actual shares held
Unvested scheme
interests (subject
to performance
measures)1
Unvested
scheme interests
(not subject to
performance
measures)2
Vested but
unexercised
scheme interests3
Total shares
subject to
outstanding
scheme interests
As at 1 January
2021 (or joining
date if later)
As at 31
December 2021
(or leaving date
if earlier)
Total of all share scheme
interests and
shareholdings
at 31/12/21
(or leaving date if earlier)
Executive Directors
Rita–Rose Gagné
Himanshu Raja (appointed as a Director
on 26 April 2021)
James Lenton (ceased to be a Director
on 26 April 2021)
Non–Executive Directors
Robert Noel
Pierre Bouchut (ceased to be a Director
on 4 May 2021)
Gwyn Burr
Habib Annous (appointed as a Director
on 5 May 2021)
Méka Brunel
Mike Butterworth
Desmond de Beer
Andrew Formica
Adam Metz
Carol Welch
8,946,861
943,506
–
–
–
–
–
–
–
–
–
–
–
Notes
1. RSS awards still subject to performance measures.
2. DBSS and Sharesave awards that have not vested.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8,946,861
–
306,748
9,253,609
943,506
10,000
211,060
1,154,566
–
–
–
–
–
–
–
–
–
–
–
–
–
–
815,387
911,189
911,189
108,445
27,706
108,445
30,646
–
24,650
–
40,540,256
239,180
497,806
41,131
281,697
27,266
86,422
44,821,071
267,281
975,010
45,497
108,445
30,646
281,697
27,266
86,422
44,821,071
267,281
975,010
45,497
3. DBSS awards that have vested but remain unexercised plus any notional dividend shares.
Between 1 January 2022 and 3 March 2022, the Executive and Non-Executive Directors’ beneficial interests in Table 56 above remained unchanged.
Directors’ share ownership guidelines*
Table 57 below shows the Executive Directors actual share ownership compared with the current share ownership guidelines. Executive Directors
are normally expected to achieve the minimum shareholding guidelines within seven years of appointment. Non-Executive Directors are also
encouraged to acquire a shareholding in the Company.
Table 57
Executive Directors’ shareholdings as a percentage of salary
Rita-Rose Gagné
Himanshu Raja (appointed as a Director on 26 April 2021)
306,748
211,060
–
–
250%
250%
15%
16%
Shares held as at 31
December 2021
(or leaving date if earlier)
Vested but
unexercised share
scheme interests1
Guideline on
share ownership
as % of salary
Actual beneficial
share ownership as
% of salary2
Guideline met
Building
Building
Notes
1. The number of vested but unexercised share scheme interests shown is on a net of income tax and national insurance basis in accordance
with the Company’s share ownership guidelines.
2. As at, and based on the share price of 32.8p on, 31 December 2021.
3. Rita-Rose Gagné was appointed on 2 November 2020 and is expected to achieve the share ownership guideline by November 2027.
Himanshu Raja was appointed on 26 April 2021 and is expected to achieve the share ownership guideline by April 2028.
www.hammerson.com 73
GovernanceDirectors' Remuneration report
Directors' Remuneration report continued
Executive Directors’ share plan interests (including share options)*
Table 54 below set out the Executive Directors’ interests under the Deferred Bonus Share Scheme (DBSS) and the Restricted Share Scheme (RSS).
No Executive Director participates in the Sharesave scheme or holds awards under the LTIP.
Performance conditions and form of awards*
Awards under the DBSS are not subject to any performance conditions (other than continued employment on the vesting date). The RSS awards
are subject to a material underperformance underpin.
Awards to UK based Executive Directors under the RSS and DBSS are made in the form of nil-cost options.
Accrual of dividend shares
DBSS and RSS awards accrue notional dividend shares to the date of vesting (including any holding period).
Face values*
Face values for the DBSS and RSS awards are calculated by multiplying the number of shares granted during 2021 by the average share price for
the five business days preceding the awards. Notional dividend shares are not included in the face value calculations.
Dilution limits
RSP and DBSS awards are satisfied using market purchased shares and the 2021 RSS awards will also be satisfied using market purchased shares.
SIP and LTIP awards would be satisfied with new issued shares. The Committee confirms that it has fully complied with the dilution limits as set
out in the rules of the Company’s share incentive plans during the year.
Table 58
Executive Directors’ share plan interests 2021*
Date of
award
Vesting
date1
Number
of awards
held as at
1 January
2021
Notional
dividend
shares
accrued
Awarded
Exercised/
vested
Lapsed
Number
of awards
held as at
31 December
2021
Face value
of awards
granted
during 2021
£000
Grant price
in pence
Rita-Rose Gagné
RSS
RSS
02/11/2020
Nov-23
31/03/2021 Mar-24
6,087,302
–
– 2,000,833
646,296
212,430
–
–
–
–
6,733,598
2,213,263
17.71
33.59
-
672
Date of
award
Vesting
date1
Number
of awards
held as at
1 January
2021
Notional
dividend
shares
accrued
Awarded
Exercised/
vested
Lapsed
Number
of awards
held as at
31 December
2021
Face value
of awards
granted
during 2021
£000
Grant price
in pence
Himanshu Raja
RSS
27/04/2021
Apr-24
-
852,948
90,558
–
–
943,506
37.81
322
Date of
award
Vesting
date1
Number
of awards
held as at
1 January
2021
James Lenton
RSS
LTIP
DBSS
Nov-23 1,947,485
02/11/2020
Sep-23
20/09/2019
186,961
10/03/2020 Mar-20
41,996
Notional
dividend
shares
accrued
–
–
–
Awarded
–
–
–
Exercised/
vested
Lapsed
Number
of awards
held as at
31 December
2021
Face value
of awards
granted
during 2021
£000
Grant price
in pence
–
–
–
1,947,485
186,961
41,996
–
–
–
17.71
269.42
186.05
–
–
–
Notes:
1. RSS awards vest one third on each of the third, fourth and fifth anniversaries of the date of award.
2. The performance period for the purpose of the performance conditions is the same as the vesting period.
3. James Lenton remained an employee of the Company until 31 July 2021. As Mr Lenton resigned, all outstanding share awards lapsed.
4. The grant price refers to the average closing prove over the 5 days prior to grant consistent with the general approach to determining the
awards.
Detail of RSS awards
RSS awards were made on 31 March 2021 over shares worth 100% of salary to Rita-Rose Gagné. Following his appointment as CFO, RSS awards
were made on 27 April 2021 to Himanshu Raja over shares worth 75% of salary. No RSS awards were granted to James Lenton in the year.
Details of the RSS awards are shown in Table 58 above.
These awards were granted subject to an underpin in respect of the entire awards so that the Remuneration Committee may reduce the level of
vesting if it feels that it is not appropriate in all the circumstances.
74
Hammerson plc Annual Report 2021
Total Shareholder Return
Chart 59 below shows the Total Shareholder Return (TSR) in respect of the Company’s ordinary shares of 5p each for the 10 years ended
31 December 2021 against the return of the FTSE EPRA/NAREIT UK Index, which comprises shares of the Company’s peers. The total
shareholder return is rebased to 100 at 31 December 2011. The other points shown on the chart are the values at intervening financial year ends.
Chart 59
Total Shareholder return index (31 December 2011=100)
300
250
200
150
100
50
0
31 Dec 2011
31 Dec 2012
31 Dec 2013
31 Dec 2014
31 Dec 2015
31 Dec 2016
31 Dec 2017
31 Dec 2018
31 Dec 2019
31 Dec 2020
31 Dec 2021
Hammerson FTSE EPRA/NAREIT UK
Notes
1. Consistent with normal practice, the chart above assumes receipt of cash dividends which are reinvested in company shares. The majority of
shareholders elected for an enhanced scrip dividend which results in a higher TSR and, therefore, this chart understates the Company’s TSR
to some extent.
Remuneration of the Chief Executive over the last 10 years
Table 60 shows the remuneration of the holder of the office of Chief Executive for the period from 1 January 2012 to 31 December 2021.
Table 60
Chief Executive’s remuneration history
Year
2021
2020 (Rita-Rose Gagné) from 2 November 2020
2020 (David Atkins) to 2 November 2020
2019
2018
2017
2016
2015
2014
2013
2012
Total
remuneration
£000
Annual bonus1
LTIP vesting1
2,106
148
667
1,408
1,109
1,795
2,681
2,147
1,568
2,216
2,451
70.4%
0.0%
0.0%
37.1%
n/a
47.5%
65.3%
77.3%
65.3%
56.2%
88.9%
n/a
n/a
0.0%
29.7%
51.5%
56.4%
64.9%
0.0%
0.0%
51.6%
52.6%
Notes
1. All numbers are expressed as a percentage of the maximum that could have vested in that year.
Relative importance of spend on pay
Table 61 below shows the Company’s total employee costs compared with dividends paid.
Table 61
Total employee costs compared with dividends paid
2021
2020
Percentage change
Employee costs1
£53.0m
£48.9m
8.38%
Dividends2
£135.7m
£71.5m
89.80%
Notes
1. These figures have been extracted from note 5 (Administration expenses) to the financial statements on page 116.
2. These figures have been extracted from note 11 (Dividends) to the financial statements on page 122.
www.hammerson.com 75
GovernanceDirectors' Remuneration report Directors' Remuneration report continued
Remuneration for the Executive Directors and Non-Executive Directors compared with UK
employees of the Hammerson Group
Tables 62 and 63 show the percentage change from 31 December 2020 to 31 December 2021 in base salary, taxable benefits and bonus for the
Executive and Non-Executive Directors compared with all other employees of the Hammerson Group in the UK. Hammerson Plc does not have
any employees. This data has been prepared using the employees of the UK subsidiaries only. The three Executive Directors have been excluded
from the UK employees’ calculation.
Given the number of directors who had not served for the whole of the two years being compared, any part year has been annualised on the basis
of days served on the Board. While this is slightly simplistic, it provides a fairer overall position of the year on year changes than taking the
unadjusted earnings in each year. This applies to Table 62 and Table 63.
Table 62
Percentage change in the Executive Directors’ base salary, taxable benefits and bonus
Rita-Rose Gagné (Chief Executive)
Himanshu Raja (CFO)
James Lenton (ceased to be a Director and CFO on 26 April 2021)
Total UK employees
Change % (2020 to 2021)
Change % (2019 to 2020)
Salary
–
N/A
5.6%
9.5%
Benefits
Annual bonus
180.5%
N/A
-1.0%
18.6%
N/A
N/A
N/A
324.7%
Salary
N/A
N/A
-5.7%
3.7%
Benefits
Annual bonus
N/A
N/A
4.5%
-5.3%
N/A
N/A
-100.0%
-73.8%
Rita-Rose Gagné’s 2021 benefits principally relate to the agreed relocation allowance of £400,000 and are compared against the annualised benefits received in 2020.
Table 63
Percentage change in the Non-Executive Directors’ fee and taxable benefits
Robert Noel – Chair of the Board
Pierre Bouchut (ceased to be a Director on 4 May 2021)
Gwyn Burr – Senior Independent Director and
Chair of the Remuneration Committee
Habib Annous
Méka Brunel
Mike Butterworth – Chair of the Audit Committee
Desmond de Beer
Andrew Formica
Adam Metz
Carol Welch – Designated Non-Executive Director
for Colleague Engagement
Total UK employees
Change % (2020 to 2021)
Change % (2019 to 2020)
Salary
3.8%
5.7%
1.5%
N/A
7.4%
N/A
1.3%
5.3%
7.4%
Benefits
Annual bonus
19.0%
139.3%
N/A
N/A
-100.0%
N/A
N/A
N/A
-93.7%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
17.9%
9.5%
N/A
18.6%
N/A
324.7%
Salary
N/A
-5.2%
-4.4%
N/A
-1.9%
N/A
N/A
-6.0%
-1.7%
-4.3%
3.7%
Benefits
Annual bonus
N/A
-50.0%
–
N/A
-87.7%
N/A
N/A
–
-77.8%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
–
-5.3%
N/A
-73.8%
Notes:
1. The Executive and Non-Executive Directors took a voluntary reduction of fees of 20% in response to the Covid-19 pandemic from 1 April 2020
to 30 June 2020.
2. The changes shown for the Non-Executive Directors reflect the voluntary fee reductions in 2020 and changes to responsibilities. The
additional fee for acting as Designated Non-Executive Director for Colleague Engagement was introduced with effect from 1 January 2021.
There were no other changes to Non-Executive Director fees in the year.
Table 64 shows the ratio of Chief Executive pay to that of the UK employees whose pay is at the 25th percentile, median and 75th percentile.
Table 64
Chief Executive pay ratio
Year
2019
2020
2021
76
Hammerson plc Annual Report 2021
Method
Option A
Option A
Option A
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
36:1
21:1
48:1
22:1
13:1
30:1
12:1
7:1
18:1
Total UK employee pay and benefits figures used to calculate the 2021 Chief Executive Pay Ratio
Salary
Total UK employee pay and benefits
25th
percentile pay
£000
Median pay
£000
75th
percentile pay
£000
37
44
58
71
75
120
Supporting information for the Chief Executive Pay Ratio
The Company has chosen the Option A methodology to prepare the pay ratio calculation as this is the most statistically robust method and is in
line with the general preference of institutional investors.
As ratios could be unduly impacted by joiners and leavers who may not participate in all remuneration arrangements in the year of joining and
leaving, the Committee has modified the statutory basis to exclude any employee not employed throughout the financial year.
Employee pay data is based on full-time equivalent (FTE) pay for UK employees as at 31 December 2021. For each employee, total pay is calculated
in line with the single figure methodology (i.e. fixed pay accrued during the financial year and the value of performance-based incentive awards
vesting in relation to the performance year). Leavers and joiners are excluded. Employees on maternity or other extended leave are included on
the basis of their FTE salary and benefits and pro-rata short-term incentives. No other calculation adjustments or assumptions have been made.
Chief Executive pay is per the single total figure of remuneration for 2021, as set out in Table 51 on page 69.
The primary reason for the increase in the Chief Executive pay ratio from 2020 to 2021 was that Rita-Rose Gagné received an AIP for 2021,
having received no variable pay in the previous year.
Each of the three individuals identified was a full-time employee during the year and received remuneration in line with the Policy.
Generally, the Remuneration Policy supports a greater variable pay opportunity the more senior the employee as these employees are able to
influence Company performance more directly. Executive Directors participate in the RSS linked to long-term strategy whilst other employees
may participate in the Restricted Share Plan (RSP). The lower quartile and median employees identified this year are not participants in either the
RSS or RSP but did receive an annual bonus for 2021. The upper quartile employee participates in the RSP and received an annual bonus for 2021.
The median pay ratio is consistent with the pay, reward and progression policies for the Company’s UK employees, reflecting the Company’s
policy to pay market-based levels of fixed rewards to its employees with an opportunity to benefit from the annual bonus plan. With a significant
proportion of the Executive Directors’ pay linked to performance and share price over the longer term, it is expected that the ratio will depend
to a significant extent on RSS and RSP outcomes each year, and accordingly may fluctuate from year to year.
Remuneration terms for Himanshu Raja
Himanshu Raja joined the Board as CFO on 26 April 2021. His employment terms are in line with the Policy. His gross annual salary is £430,000
and his pension allowance is 10% of base salary which was set below the rate available to the majority of colleagues. Upon joining, he received an
award under the RSS of 75% of salary in line with the Policy.
Payments to past Directors*
No LTIP awards vested in 2021 to former Executive Directors. There were no payments to past Directors other than those disclosed in the 2020
Directors’ Remuneration Report.
Payments for loss of office*
James Lenton ceased to be a Director on 26 April 2021 but remained an employee until 31 July 2021 and continued to receive salary and benefits
during this period in accordance with his contractual terms. He subsequently continued membership of the Company’s medical insurance scheme
until 20 September 2021. As he resigned, he was not eligible to receive any bonus or an RSS grant in respect of 2021. His outstanding LTIP/ RSS
awards all lapsed on his departure.
Table 65
Service agreements and notice periods for current Executive Directors
Date of service contract
Notice period
Payment in lieu of notice (PILON)
Himanshu Raja
19 April 2021
Rita-Rose Gagné
29 September 2020
12 months’ notice (both from and to the Executive Director).
Employment can be terminated by the Company with immediate effect by making a PILON in
respect of the outstanding notice period comprising base salary and the value of benefits in
respect of pension, private medical insurance and car allowance.
No PILON in event of gross misconduct.
The Company has the discretion to make any PILON on a phased basis, subject to mitigation.
Rita-Rose Gagné and Himanshu Raja will be eligible to be considered at the Committee‘s discretion for payment of an award under the AIP even if
the Company or Director has served notice of termination provided that the Director is employed as at the bonus award date. The treatment of
leavers under the AIP, DBSS and RSS arrangements are in the accordance with the plan’s rules. The Company will pay any additional statutory
entitlements where applicable.
www.hammerson.com 77
GovernanceDirectors' Remuneration report Directors' Remuneration report continued
Table 66 below shows the dates of the appointments of the Non-Executive Directors in office as at 31 December 2021.
Table 66
Robert Noel
Gwyn Burr
Habib Annous
Méka Brunel
Mike Butterworth
Des de Beer
Andrew Formica
Adam Metz
Carol Welch
Date of original
appointment to Board
Commencement date
of current term
1 September 2020
21 May 2012
1 January 2021
1 December 2019
5 May 2021
15 June 2020
26 November 2015
22 July 2019
1 March 2019
1 September 2020
21 May 2021
1 January 2021
1 December 2019
5 May 2021
15 June 2020
26 November 2018
22 July 2019
1 March 2022
Unexpired term
as at April 2022
1 year, 5 months
N/A
1 year, 9 months
8 months
2 years, 2 months
1 year, 3 months
N/A
3 months
2 years 11 months
External board appointments
Where Board approval is given for an Executive Director to accept an external non-executive directorship, the individual is entitled to retain any
fees received. Rita-Rose Gagné and Himanshu Raja do not currently hold any external non-executive directorships.
Committee process
In order to avoid any conflict of interest, remuneration is managed through well-defined processes ensuring no individual is involved in the
decision-making process related to their own remuneration. In particular, the remuneration of all Executive Directors is set and approved by the
Committee; none of the Executive Directors are involved in the determination of their own remuneration arrangements. The Committee also
receives support from external advisors and evaluates the support provided by those advisors annually to ensure that advice is independent,
appropriate and cost-effective. The members of the Committee are shown on page 66.
Advisors
The Committee appointed FIT Remuneration Consultants (FIT) in place of Aon Hewitt in 2011 following a tendering exercise. FIT has no other
connection with the Company or its Directors. Directors may serve on the Remuneration Committees of other companies for which FIT acts as
Remuneration Consultants. The Committee is satisfied that all advice given was objective and independent. FIT is a member of the Remuneration
Consultants Group and subscribes to its Code of Conduct. Details of the fees and services provided by FIT are set out below.
Table 67
Advisor
FIT Remuneration Consultants LLP (FIT)
Appointed by
Remuneration
Committee
(August 2011)
Services provided
to the Committee
Fees paid for services to
the Committee in 2021
and basis of charge
Reward structures
and levels and other
aspects of the
Company’s
Remuneration Policy
£67,040 (excluding
VAT) (2020: £62,698,
excluding VAT)
Charged on normal
FIT time basis
Other services provided
to the Company
None. Terms of
engagement (available
on request to
shareholders) specify
that FIT will only
provide advice
expressly authorised by
or on behalf of the
Remuneration
Committee
Herbert Smith Freehills LLP provides legal advice and Lane Clark & Peacock LLP provides actuarial advice to the Company. The Committee may
seek advice from both firms where it relates to matters within its remit. In addition, the Chief Executive, CFO and Chief People Officer attend
Committee meetings by invitation. The General Counsel and Company Secretary is the Secretary to the Committee. No one is present during
discussions concerning their own remuneration.
Statement of voting at Annual General Meeting
Table 68 below shows votes cast by proxy at the AGM held on 4 May 2021 in respect of the Directors' Remuneration Report.
Table 68
Statement of voting on remuneration
To receive and approve the 2020 Directors' Remuneration Report
(2021 AGM)
To receive and approve the Remuneration Policy (2020 AGM)
Votes for number of shares and
percentage of shares voted
2,921,519,395
95.50%
562,599,919
91.34%
Votes against
number of shares and
percentage of shares
137,742,653
4.50%
53,325,844
8.66%
Votes withheld
number of shares
5,516,215
4,438,298
78
Hammerson plc Annual Report 2021
Section 3: Implementation of Remuneration Policy in 2022
This section sets out information on how the Remuneration Policy will be implemented in 2022. The full Directors’ Remuneration Policy as
approved by shareholders at the April 2020 AGM can be found in the 2019 Annual Report on the Company website at www.hammerson.com.
In implementing the Remuneration Policy, the Committee will continue to take into account factors such as remuneration packages available
within comparable companies: the Company’s overall performance; internal relativities; achievement of corporate objectives; individual
performance and experience; published views of institutional investors; general market and wider economic trends.
Table 69
Summary of planned implementation of the Remuneration Policy during 2022
Salary
Policy
Purpose and link to strategy
Performance measures
Operation
To continue to retain and attract quality leaders
To recognise accountabilities, skills, experience and value
Not applicable
Reviewed but not necessarily increased annually by
the Committee
The base salary for any existing Executive Director
will not exceed £850,000 (or the equivalent if
denominated in a different currency), with this limit
increasing annually at the rate of UK CPI from the
date of the 2017 AGM
Implementation
An increase of 2% was approved for each of the Executive Directors to take effect on 1 April 2022.
2022 Executive Directors’ salaries
Rita-Rose Gagné
Himanshu Raja
Benefits
Policy
£
685,440
438,600
Purpose and link to strategy
Performance measures
Operation
To provide a range of benefits in line with market practice
To continue to retain and attract quality leaders
Not applicable
The aggregate value received by each Executive
Director (based on value of P11D tax calculations or
equivalent basis for a non-UK based Executive
Director) will not exceed £100,000, with this
maximum increasing annually at the rate of UK CPI
from the date of the 2017 AGM
Implementation
In 2022, these benefits will continue to include a car allowance, enhanced sick pay, private medical insurance, permanent health insurance and
life assurance.
Pension
Policy
Purpose and link to strategy
Performance measures
Operation
To provide market competitive retirement benefits
To continue to retain and attract quality leaders
Not applicable
Executive Directors receive a 10% non-contributory
allowance (Pension Choice) to be paid as, or as a
combination of: (i) an employer contribution to the
Company’s defined contribution pension plan; (ii)
a payment to a personal pension plan; or (iii) a
salary supplement
Implementation
Executive Directors will continue to receive a 10% salary supplement by way of pension provision.
www.hammerson.com 79
GovernanceDirectors' Remuneration report Directors' Remuneration report continued
Annual Incentive Plan (AIP) and deferral under the Deferred Bonus Share Scheme (DBSS)
Policy
Purpose and link to strategy
Performance measures
Operation
To align Executive Director remuneration with
annual financial and Company strategic targets
as determined by the Company’s Business Plan
To differentiate appropriately, in the view of
the Committee, on the basis of performance.
The partial award in shares aligns interests
with shareholders and supports retention
The annual bonus operates by reference to
financial and personal performance measures
assessed over one year. The weighting of
financial measures will be at least 60% of the
total opportunity
Awards are paid in a mix of cash and deferred
shares, with the deferred shares element
being at least 40% of the total award.
The deferral period is at least two years
Awards are subject to clawback and
malus provisions
Implementation
The AIP maximum will remain at 200% of base salary for the Chief Executive and 150% of base salary for the CFO.
Performance measures for the AIP for Executive Directors in 2022 will again be weighted at 22.33% on each of Adjusted Earnings, Net Debt
and Gross administration costs, 8% on Group ESG and 25% on personal objectives.
As is demonstrated in this Report in respect of previous years, the Committee designs the financial targets and personal objectives to align with
the Company’s strategy, as well as to the Business Plan and the priorities for the coming year. It is therefore felt that the specific financial
targets and important personal objectives are commercially sensitive such that, having considered this carefully, the Board is of the view that it
is in the Company’s interests not to disclose this information in advance.
Full details of the specific targets and key personal objectives set will be disclosed in the 2022 Annual Report.
40% of the 2022 AIP vesting will be deferred by making an award of shares under the DBSS, with a deferral period of two years. No change to
current arrangements is proposed for 2022.
Restricted Share Scheme
Policy
Purpose and link to strategy
Performance measures
Operation
To incentivise the creation of long-term
returns for shareholders
To align interests of Executive Directors with
shareholders and support retention
To create alignment with the workforce
Subject to underpin as described in full in the
Remuneration Policy. The underpin requires
that the Group’s performance and delivery of
strategy is sufficient to justify vesting against
the consideration of absolute and relative TSR
net debt and TPR
A discretionary annual award up to a value
of 100% of base salary. The Committee
reserves the discretion to increase the
maximum award to 150% of base salary
in exceptional circumstances
Awards are subject to clawback and
malus provisions
Implementation
Annual award of 100% of base salary for the Chief Executive and 75% of base salary for the CFO. Vesting of the award is subject to the underpin
described above.
Participation in all-employee arrangements
Policy
Purpose and link to strategy
Performance measures
Operation
In order to be able to offer participation in
all-employee plans to employees generally,
the Company is either required by the relevant
UK and French legislation to allow Executive
Directors to participate on the same terms or
chooses to do so
Not generally applicable. Any award of free
shares under the SIP may be subject to a
Company performance target
Executive Directors are eligible to participate
in all-employee incentive arrangements on the
same terms as other employees
Implementation
All-employee arrangements currently offered in the UK are Sharesave and SIP share awards. The opportunity to participate in all-employee
arrangements continues on the same basis as for all staff in the UK. No change to current arrangements is proposed for 2022.
Set out below is an illustration of the reward mix for Rita-Rose Gagné and Himanshu Raja at minimum, on target, and maximum performance
under the Policy.
80
Hammerson plc Annual Report 2021
Chart 70
Illustration of application of the Policy (£000s)
Rita-Rose Gagné
2022 fixed
775 (100%)
£775
2022 on-target
775 (36%)
685 (32%)
685 (32%)
£2,146
2022 maximum
775 (27%)
2022 maximum
+ share price growth
(based on value of
award)
775 (24%)
1,371 (49%)
1,371 (43%)
685 (24%)
685 (22%)
£2,831
343 (11%)
343 (11%)
£3,174
Fixed
Annual variable
Long term incentives
Himanshu Raja
50% Share price growth
2022 fixed
506 (100%)
£506
2022 on-target
506 (44%)
329 (28%)
329 (28%)
£1,164
2022 maximum
506 (34%)
506 (30%)
2022 maximum
+ share price growth
(based on value of
award)
Fixed
Annual variable
Long term incentives
50% Share price growth
658 (44%)
658 (40%)
329 (22%)
329 (20%)
£1,493
164 (10%)
164 (10%)
£1,657
Consistent with the Regulations, the charts above illustrate the impact of 50% share price growth on the value of long term incentives.
Share ownership guidelines
The Company has in place a share ownership policy for the Executive Directors. Executive Directors are normally required to achieve the
minimum shareholding requirement within seven years of the date of appointment. An annual calculation as a percentage of salary is made against
the guidelines as at 31 December each year based on the middle-market value of a share price on the last business day in December. Executive
Directors are expected to accumulate and maintain a holding in ordinary shares in the Company equivalent to no less than 250% of base salary.
The Company has a post-cessation share ownership guideline of 250% of salary for two years after termination of employment. This includes
vested shares and shares which are unvested but have met the performance conditions or underpins on a net of tax basis.
Implementation
250% of base salary for the Chief Executive and all other Executive Directors.
Chair of the Board and Non-Executive Directors’ Fees
Policy
Purpose and link to strategy
To ensure the Company continues to
attract and retain high-quality Chair and
Non-Executive Directors by offering
market competitive fees
Performance measures
Not applicable
Implementation
Chair and Non-Executive Directors’ 2022 annual fees
Chair of the Board
Non-Executive Director
Senior Independent Director
Audit Committee Chair
Remuneration Committee Chair
Audit/Remuneration Committee Member
Designated Non-Executive Director for Colleague Engagement
These remain unchanged from 2021 levels.
Operation
The Chair of the Board’s fee is determined by
the Committee. Other Non-Executive
Directors’ fees are determined by the Board on
the recommendation of the Executive
Directors. Aggregate total fees payable annually
to all Non-Executive Directors are subject to
the limit stated in the Company’s Articles of
Association (currently £1,000,000)
£000
300,000
61,500
10,000
15,000
15,000
5,000
8,000
www.hammerson.com 81
GovernanceDirectors' Remuneration report Directors' Remuneration report continued
Remuneration for employees below Board level in 2022
Remuneration packages for all Group employees may comprise both fixed and variable elements. Generally, the more senior the individual, the
greater the variable pay offer as a proportion of overall pay due to the ability of senior managers to impact more directly upon Company
performance. As well as assessing the remuneration packages of the Executive Directors, the Committee reviews the remuneration of the senior
management team and is kept informed of remuneration developments and principles for pay and reward across the Group. This includes any
salary increases and benefits of the wider employee population and considers them in relation to the implementation of the Remuneration Policy
for Executive Directors, ensuring there is an appropriate degree of alignment throughout the Group.
The Designated Non-Executive Director for Colleague Engagement is a member of the Remuneration Committee and held a number of Employee
Forums in the year, including one specifically focused on discussing executive remuneration to explain how executive remuneration aligns with
the wider company pay policy, as required by the UK Corporate Governance Code.
2018 UK Corporate Governance Code (Code) considerations
The Committee has considered the factors set out in provision 40 of the Code. In the Committee’s view, the Policy addresses those factors as set
out below:
Factor
How addressed
Remuneration policy and arrangements are clearly disclosed each year in the Annual Report.
The Committee proactively seeks engagement with shareholders on remuneration matters
(see description of consultation on proposed Policy above), and is regularly updated on workforce
pay and benefits across the Group during the course of its activity.
Our remuneration structure is comprised of fixed and variable remuneration, with the
performance conditions for variable elements clearly communicated to, and understood by,
participants. The RSS provides a mechanism for aligning Executive Director and shareholder
interests, removes the difficult challenge of setting robust, appropriately challenging and easily
understandable performance targets in a volatile market which could lead to potentially
unintended remuneration outcomes and significantly reduces the maximum pay available to
Executive Directors.
The rules of the AIP, RSS and LTIP provide discretion to the Committee to reduce award levels
and awards are subject to malus and clawback provisions. The Committee also has overriding
discretion to reduce awards to mitigate against any reputational or other risk from such awards
being considered excessive. The RSS reduces the risk of unintended remuneration outcomes
associated with complex performance conditions.
The RSS increases the predictability of reward values (removing the risk of potentially unintended
outcomes). Maximum award levels and discretions are set out in the chart above on page 81.
Variable performance-related elements represent a significant proportion of the total
remuneration opportunity for our Executive Directors. The Committee considers the appropriate
financial and personal performance measures each year to ensure that there is a clear link to
strategy. Discretions available to the Committee ensure that awards can be reduced if necessary
to ensure that outcomes do not reward poor performance.
The Committee seeks to ensure that personal performance measures under the AIP incentivise
behaviours consistent with the Company’s culture, purpose and values. The RSS clearly aligns
Executive Director interests with those of shareholders by ensuring a focus on delivering against
strategy to generate long-term value for shareholders.
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 that 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 reward
values 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
By order of the Board
Gwyn Burr
Chair of the Remuneration Committee
3 March 2022
82
Hammerson plc Annual Report 2021
Directors' report
The Directors' report forms part of the management report as required
under the Disclosure Guidance and Transparency Rules (DTR).
The Company has chosen, in accordance with Section 414C(11) of the
Companies Act 2006 (the Act), to include certain information in the
Strategic report that would otherwise be required to be included in this
Directors' report, as follows:
Colleagues
Colleagues receive regular briefings and updates via the Group’s
intranet to inform them of the performance of the business and
opportunities to participate in employee share schemes. Further
details of engagement with colleagues can be found on
pages 14 to 15.
Table 71
Information
Likely future developments in the Company
Information about final dividends
Employment of disabled persons
Engagement with colleagues
Page/s
10-11
2
14, 48
14-15
The Strategic report is set out on pages 1 to 48 and is incorporated into
this Directors' report by reference. Other information, which forms
part of this Directors' report by reference, can be found in the
following sections of the Annual Report:
Table 72
Section
Directors’ biographies
Corporate Governance report
Engagement with customers, suppliers and other
external stakeholders
Statement of Directors’ responsibilities,
including confirmation of disclosure of
information to the auditors
Share capital of the Company
Subsidiaries and other related undertakings outside
the UK
Disclosures concerning greenhouse gas emissions
and energy consumption
Shareholder information
Page/s
49
50-58
56-58
85
146
154-157
173
174-175
The Directors' report (including the information specified as forming
part of this report) fulfils the requirements of the Corporate
Governance Statement for the purposes of DTR 7.2.
Directors and their share interests
Details of the Directors who served during the year ended
31 December 2021 and continue to serve at the date of approval
of the Directors' report are set out on page 49. James Lenton stepped
down as a Director on 26 April 2021 and Pierre Bouchut stepped
down as a Director on 4 May 2021. Himanshu Raja was appointed
as a Director on 26 April 2021. Mike Butterworth and Habib Annous
were also appointed as Directors on 1 January 2021 and 5 May 2021
respectively. Gwyn Burr and Andrew Formica have each informed
the Board that they will not be standing for re-election at the 2022
AGM and they will each step down as a Director at the end of the
meeting, scheduled for 28 April 2022 (see page 2 for further detail).
Alan Olivier was appointed by Des De Beer as his alternate on
22 February 2022 (see page 59 for further detail).
Directors are appointed and replaced in accordance with the Articles,
the Act and the UK Corporate Governance Code. The powers of the
Directors are set out in the Articles and the Act.
The Directors' interests in ordinary shares in the Company are set out
in the table on pages 73 to 74 of the Directors' Remuneration report.
Going concern and viability statements
The Company’s going concern and viability statements can be found
on pages 23 and 45 to 46.
Indemnification of and insurance
for Directors and officers
The Company maintains directors’ and officers’ liability insurance,
which is reviewed annually. The Company’s Directors and officers
are appropriately insured in accordance with standard practice.
Directors are indemnified under the Articles and through a Deed
Poll of Indemnity.
Articles of Association
The Company’s Articles of Association (Articles) may be amended
by special resolution in accordance with the Act and are available at
www.hammerson.com.
Political donations
It is the Company’s policy not to make political donations and no
political donations, contributions or political expenditure were made
in the year ended 31 December 2021.
Authority to allot shares in the Company
At the 2021 Annual General Meeting (AGM), the Company was
granted authority by shareholders to allot shares up to an aggregate
nominal value of £67,621,636 generally, with a further authority to
allot additional shares up to an aggregate nominal value of £67,621,636
where the allotment is in connection with a rights issue only. This
authority will expire on the earlier of 4 August 2022 or the conclusion
of the 2022 AGM, at which a resolution will be proposed for its partial
renewal. Under this authority, the Company allotted a total of
146,446,064 ordinary shares on 13 May 2021 as part of the Company's
enhanced scrip dividend alternative in relation to the final dividend for
the financial year ended 31 December 2020, and a total of 215,712,923
ordinary shares on 7 December 2021 as part of the Company's
enhanced scrip dividend alternative in relation to the interim dividend
for the financial year ended 31 December 2021.
Post-balance sheet events
Details of post-balance sheet events can be found in note 29 to the
financial statements on page 148.
Provisions on change of control
Four of the five outstanding bonds issued by the Company contain
covenants specifying that the bondholders may request repayment at
par, if the Company’s credit rating is downgraded to below investment
grade due to a change of control, and the rating remains below
investment grade for a period of six months thereafter. In addition,
under the Company’s credit facilities and private placement notes,
the lending banks or holders may request repayment of outstanding
amounts within 30 and 52 days respectively of any change of control.
www.hammerson.com 83
GovernanceDirectors' report Share capital
Details of the Company’s capital structure are set out in note 21K to
the financial statements on page 145 and in note 24 on page 146.
The rights and obligations attached to the Company’s shares are set
out in the Articles, in addition to those conferred on shareholders by
law. There are no restrictions on the transfer of shares except the UK
Real Estate Investment Trust restrictions and certain restrictions
imposed by law and the Company’s Share Dealing Policy.
The Company is not aware of any agreements between holders
of securities that are known to the Company and may result in
restrictions on the transfer of securities or on voting rights.
No dividends are paid in respect of shares held in treasury.
Shares held in the Employee
Share Ownership Plan
The Trustees of the Hammerson Employee Share Ownership Plan
hold Hammerson plc shares in trust to satisfy awards under the
Company’s employee share plans. The Trustees have waived
their right to receive dividends on shares held in the Company.
As at 31 December 2021, 2,290,410 shares were held in trust for
employee share plans purposes.
Listing Rule 9.8.4R disclosures
Table 74 sets out where disclosures required by Listing Rule 9.8.4R are
located and these disclosures are incorporated into this Directors'
Report by reference.
Table 74
LR 9.8.4R requirement
Interest capitalised and tax relief
Details of long-term incentive schemes
Shareholder waivers of dividends
Shareholder waivers of future dividends
Alice Darwall
General Counsel and Company Secretary
3 March 2022
Page
118
146
84
84
Directors' report continued
Purchase of own shares
At the 2021 AGM, the Company was granted authority by shareholders
to purchase up to 405,729,817 ordinary shares (representing
approximately 10% of the Company’s issued ordinary share capital as
at 19 March 2021). This authority will expire at the conclusion of the
2022 AGM, at which a resolution will be proposed for its renewal,
or, if earlier, on 4 August 2022.
On 6 December 2021, Hammerson announced the commencement
of a share repurchase programme (the Programme). The sole purpose
of the Programme was to reduce the issued share capital of the
Company to meet obligations arising from employee share option
programmes. Following the conclusion of the Programme on
16 December 2021, the Company held a total of 7,691,247 ordinary
shares of £0.05p nominal value in treasury. The aggregate cost of the
repurchase was £2.5 million.
Interests disclosed under DTR 5
As at 31 December 2021, the following information had been received
by the Company, in accordance with Chapter 5 of the Disclosure
Guidance and Transparency Rules, from holders of notifiable interests
in the Company’s issued share capital. It should be noted that these
holdings may have changed since they were notified to the Company.
Table 73
Lighthouse Capital Limited
APG Asset Management N.V.
Morgan Stanley & Co.
International Plc
BlackRock, Inc
Number of voting
rights
927,628,656
924,893,992
397,291,546
270,259,604
% of issued share
capital carrying
voting rights*
22.07
22.00
9.01
6.41
* Percentage based on ordinary shares in issue, excluding treasury shares, as at the
date the notification was received by the Company.
Between 1 January 2022 and 14 March 2022 (the latest practicable
date before the publication of this Report), the Company received the
following additional notifications of interests in accordance with
chapter 5 of the Disclosure Guidance and Transparency Rules from
Morgan Stanley & Co. International plc:
– Notification received by the Company on 4 January 2022
of a decrease in voting rights from 397,291,546 to 392,275,285
(representing 8.89% of the Company's issued share capital carrying
voting rights as at the date of that notification).
– Notification received by the Company on 12 January 2022
of an increase in voting rights from 392,275,285 to 398,629,399
(representing 9.04% of the Company's issued share capital carrying
voting rights as at the date of that notification).
– Notification received by the Company on 13 January 2022
of a decrease in voting rights from 398,629,399 to 396,576,374
(representing 8.99% of the Company's issued share capital carrying
voting rights as at the date of that notification).
– Notification received by the Company on 14 February 2022
of an increase in voting rights from 396,576,374 to 397,210,013
(representing 9.00% of the Company's issued share capital carrying
voting rights as at the date of that notification).
– Notification received by the Company on 18 February 2022
of an increase in voting rights from 397,210,013 to 392,794,632
(representing 8.90% of the Company's issued share capital carrying
voting rights as at the date of that notification).
The Company received no other notifications in the period between
1 January 2022 and 14 March 2022.
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Hammerson plc Annual Report 2021
Statement of Directors’ responsibilities
Directors’ responsibilities in respect of the
preparation of the financial statements
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 have prepared the
Group financial statements in accordance with UK-adopted
international accounting standards and the Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 “Reduced Disclosure Framework”, and applicable
law). Additionally, the Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules require the Directors to prepare the
Group financial statements in accordance with international financial
reporting standards adopted pursuant to Regulation (EC) No 1606/2002
as it applies in the European Union.
Under Company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and Company and of the profit or loss of
the Group for that period. In preparing the financial statements, the
Directors are required to:
– Select suitable accounting policies and then apply them consistently
– State whether applicable UK-adopted international accounting
standards and international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union have been followed for the Group financial
statements and United Kingdom Accounting Standards, comprising
FRS 101 have been followed for the Company financial statements,
subject to any material departures disclosed and explained in the
financial statements
– Make judgements and accounting estimates that are reasonable
and prudent
The Directors consider that the Annual Report and financial statements,
taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group and
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in
the Corporate Governance report, confirms that to the best of
their knowledge:
– The Group financial statements, which have been prepared in
accordance with UK-adopted international accounting standards and
international financial reporting standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union,
give a true and fair view of the assets, liabilities, financial position and
loss of the Group
– The Company financial statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising
FRS 101, give a true and fair view of the assets, liabilities and financial
position of the Company
– The Strategic report includes a fair review of the development and
performance of the business and the position of the Group and
Company, together with a description of the principal risks and
uncertainties that it faces
In the case of each Director in office at the date the Directors’ report
is approved:
– So far as the Director is aware, there is no relevant audit information
of which the Group and Company’s auditors are unaware
– 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 Group’s and Company’s auditors
are aware of that information
By order of the Board
– Prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and Company will
continue in business
Rita-Rose Gagné
Chief Executive
Himanshu Raja
Chief Financial Officer
3 March 2022
The Directors are responsible for safeguarding the assets of the Group
and Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable them
to ensure that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
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85
Financial statements
Independent auditors’ report to the members of Hammerson plc
Report on the audit of the financial statements
Opinion
In our opinion:
– Hammerson plc's Group financial statements and Company financial statements (the "financial statements") give a true and fair view of the state of
the Group's and of the Company's affairs as at 31 December 2021 and of the Group's loss and the Group's cash flows for the year then ended;
– the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
– the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law); and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Company balance sheets as at
31 December 2021; the Consolidated income statement and the Consolidated statement of comprehensive income, the Consolidated cash flow
statement, and the Consolidated and Company statements of changes in equity for the year then ended; and the notes to the financial statements,
which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to international financial reporting standards adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union
As explained in note 1 to the financial statements, the Group, in addition to applying UK-adopted international accounting standards, has also applied
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
In our opinion, the Group financial statements have been properly prepared in accordance with international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 5, we have provided no non-audit services to the Company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
– The UK, French, Irish and Value Retail components were subject to a full scope audit. Together these components account for 100% of the Group's
total assets.
Key audit matters
– Valuation of investment property, either held directly or within joint ventures (Group)
– Accounting for the investment in Value Retail and valuation of investment property held by Value Retail (Group)
– Expected Credit Losses on accounts receivable and unamortised tenant incentives (Group)
– Valuation of investments in subsidiary companies and amounts owed by subsidiaries and other related undertakings (Company)
Materiality
– Overall Group materiality: £36.8 million (2020: £44.0 million) based on 0.75% of Group's total assets.
– Specific Group materiality: £5.7 million (2020: £7.3 million) based on 5% of the Group's weighted average adjusted earnings from 2018 to 2021.
– Overall Company materiality: £47.7 million (2020: £53.5 million) based on 0.75% of the Company's total assets.
– Overall performance materiality: £27.6 million (2020: £33.0 million) (Group); specific performance materiality: £4.3 million (2020: £5.5 million)
and Company performance materiality: £35.8 million (2020: £40.1 million) (Company).
86 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
86
Independent auditors’ report to the members of Hammerson plc
Report on the audit of the financial statements
Opinion
In our opinion:
– Hammerson plc's Group financial statements and Company financial statements (the "financial statements") give a true and fair view of the state of
the Group's and of the Company's affairs as at 31 December 2021 and of the Group's loss and the Group's cash flows for the year then ended;
– the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
– the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law); and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Company balance sheets as at
31 December 2021; the Consolidated income statement and the Consolidated statement of comprehensive income, the Consolidated cash flow
statement, and the Consolidated and Company statements of changes in equity for the year then ended; and the notes to the financial statements,
which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to international financial reporting standards adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union
As explained in note 1 to the financial statements, the Group, in addition to applying UK-adopted international accounting standards, has also applied
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
In our opinion, the Group financial statements have been properly prepared in accordance with international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
accordance with these requirements.
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 5, we have provided no non-audit services to the Company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
total assets.
Key audit matters
– The UK, French, Irish and Value Retail components were subject to a full scope audit. Together these components account for 100% of the Group's
– Valuation of investment property, either held directly or within joint ventures (Group)
– Accounting for the investment in Value Retail and valuation of investment property held by Value Retail (Group)
– Expected Credit Losses on accounts receivable and unamortised tenant incentives (Group)
– Valuation of investments in subsidiary companies and amounts owed by subsidiaries and other related undertakings (Company)
Materiality
– Overall Group materiality: £36.8 million (2020: £44.0 million) based on 0.75% of Group's total assets.
– Specific Group materiality: £5.7 million (2020: £7.3 million) based on 5% of the Group's weighted average adjusted earnings from 2018 to 2021.
– Overall Company materiality: £47.7 million (2020: £53.5 million) based on 0.75% of the Company's total assets.
– Overall performance materiality: £27.6 million (2020: £33.0 million) (Group); specific performance materiality: £4.3 million (2020: £5.5 million)
and Company performance materiality: £35.8 million (2020: £40.1 million) (Company).
86 Hammerson plc Annual Report 2021
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The impact of Covid-19, which was a key audit matter last year, is no longer included because we have assessed the impact of the pandemic on key
judgements or estimates within the Group and Company financial statements through other key audit matters included within this report, and the
Directors have no longer identified a material uncertainty in respect of the Group's or the Company's ability to continue as a going concern. Otherwise,
the key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Valuation of investment property, either held directly or within
joint ventures (Group)
Refer to page 64 (Audit Committee Report), pages 103 and 104 (Significant
estimates – Property valuations), pages 109 and 110 (Significant
accounting policies – Property portfolio) and pages 126 to 132 (Notes to the
financial statements – notes 13 and 14).
The Group directly owns, or owns via joint ventures or associates, a
property portfolio which includes shopping centres, developments and
premium outlets. The total value of this portfolio as at 31 December 2021
was £5,372.2 million (2020: £6,338.0 million) and has continued to be
impacted by the Covid-19 pandemic.
Of this portfolio £1,561.4 million (2020: £2,152.8 million) is held by
subsidiaries within ‘Investment properties’, and £1,712.2 million (2020:
£2,122.8 million) is held by joint ventures within ‘Investment in joint
ventures’. Additionally the portfolio includes £69.1 million (2020: £nil)
held within ‘Assets held for sale’, and £34.3 million (2020: £nil) held
within ‘Trading properties’. Properties held within ‘Assets held for sale’
and ‘Trading properties’ do not form part of this key audit matter.
Together these properties are spread across the UK, French and
Irish components.
The remainder of the portfolio is held within associates, £1,995.2 million
(2020: £2,062.4 million), primarily in respect of Value Retail with the
balance held in Italie Deux. The Group’s share of Value Retail’s
investment property is £1,893.5 million (2020: £1,924.2 million). The
valuation of Value Retail’s property is discussed within the subsequent
key audit matter.
This was identified as a key audit matter given the valuation of the
investment property portfolio is inherently subjective and complex due
to, among other factors, the individual nature of each property, its
location, and the expected future rental streams for that particular
property, together with considerations around the impact of climate
change. The wider challenges currently facing the retail real estate
occupier and investor markets, which have been compounded by the
continued impact of Covid-19, has resulted in a relative lack of
comparable transactions and leasing activity continues to remain below
pre-pandemic levels. As a result significant subjectivity remains within
these valuations for the year ended 31 December 2021.
The closing valuations were carried out by CBRE, Jones Lang LaSalle and
Cushman & Wakefield (the “external valuers”), in accordance with the
RICS Valuation – Professional Standards and the Group accounting
policies which incorporate the requirements of International Accounting
Standard 40, ‘Investment Property’ and IFRS 13 ‘Fair value
measurement’.
No material valuation uncertainty clauses were included in the external
valuations of the properties in the Group’s portfolio as at 31 December
2021, but the valuers continue to include wording suggested by the RICS
to describe market uncertainty and highlighting the importance of the
valuation date.
The properties’ fair value is primarily determined by their investment
value reflecting the fact that the properties are largely existing
operational properties currently generating rental income. Shopping
centres are primarily valued using the income capitalisation method.
Those development properties that are subject to an active ongoing
development are valued using the residual valuation approach. Certain
operational properties, which have development potential and are
included in developments, are valued under the income capitalisation
method but adjusted to account for development potential. Development
land is valued on a value per acre basis.
Given the inherent subjectivity involved in the valuation of investment
properties, the need for deep market knowledge when determining the
most appropriate assumptions and the technicalities of valuation
methodology, we engaged our internal valuation experts (qualified
chartered surveyors) to assist us in our audit of this matter.
Assessing the valuers’ expertise and objectivity
We assessed each of the external valuers’ qualifications and expertise and
read their terms of engagement with the Group to determine whether
there were any matters that might have affected their objectivity or may
have imposed scope limitations upon their work. We also considered fee
arrangements between the external valuers and the Group, and other
engagements which might exist between the Group and the valuers. We
found no evidence to suggest that the objectivity of the external valuers,
in their performance of the valuations, was compromised.
Data provided to the valuers
We checked the accuracy of the underlying lease data and capital
expenditure used by the external valuers in their valuation of the
portfolio by tracing the data back to the relevant component accounting
records and signed leases on a sample basis. No exceptions were
identified from this work.
Assumptions and estimates used by the valuers
We read the external valuation reports for the properties and confirmed
that the valuation approach for each was in accordance with RICS
standards and suitable for use in determining the final value for the
purpose of the financial statements.
We held discussions with each of the external valuers to challenge the
valuation process, the key assumptions, and the rationale behind the
more significant valuation movements during the year. It was evident
from our interaction with the external valuers, and from our review of the
valuation reports, that close attention had been paid to each property’s
individual characteristics at a detailed, tenant by tenant level, as well as
considering the property specific factors such as the latest leasing
activity, tenant mix, vacancy levels, the impact of CVAs and
administrations, geographic location, the desirability of the asset as a
whole, and the impact that Covid-19 has had on the asset. We also
questioned the external valuers as to the extent to which recent market
transactions and expected rental values which they made use of in
deriving their valuations took into account the impact of climate change
and related ESG considerations.
In addition we performed the following procedures for each type of
property. We were able to obtain sufficient evidence to support the
valuation and did not identify any material issues during our work.
− Shopping centres
For shopping centres we obtained details of each property and set an
expected range for yield and capital value movement, determined by
reference to published benchmarks and using our experience and
knowledge of the market. We compared the yield and capital
movement of each property with our expected range. We also
considered the reasonableness of other assumptions that are not so
readily comparable with published benchmarks, in particular ERV
where, for a sample of new leases signed in the year, we challenged the
valuers to support how they had factored this new letting evidence into
their ERV assumptions. Where assumptions were outside the expected
range or otherwise appeared unusual we undertook further
investigations and, when necessary, obtained corroborating evidence
to support explanations received. This enabled us to assess the
property specific factors that had an impact on value, including recent
comparable transactions and leasing evidence where available, and to
conclude on the reasonableness of the assumptions utilised.
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Financial statements
Independent auditors’ report to the members of Hammerson plc
Key audit matter
Shopping centres
In determining the valuation of a shopping centre the valuers take into
account property specific information such as the current tenancy
agreements and rental income. They then apply judgemental
assumptions such as estimated rental value (“ERV”) and yield, which are
influenced by prevailing market yields and where available comparable
market transactions and leasing evidence, to arrive at the final valuation.
Due to the unique nature of each property the judgemental assumptions
to be applied are determined having regard to the individual property
characteristics at a detailed, tenant by tenant level, as well as considering
the qualities of the property as a whole.
Developments
In determining the valuation of development property under a residual
valuation method the valuers take into account the property specific
information such as the development plans for the site. They then apply a
number of judgemental assumptions including ERV and yield within the
gross development value, estimated costs to complete and developers
profit to arrive at the valuation. Due to the unique nature of an ongoing
development the judgemental assumptions to be applied are determined
having regard to the nature and risks associated with each development.
In determining the valuation of operational properties with development
potential the valuers initially follow the same methodology as described
previously to arrive at an income capitalisation value. Having regard to
the unique nature of each property, the likelihood of the development
progressing and the status of planning consents for the development,
the valuers then make adjustments to the valuation to reflect
development potential.
In determining the value of development land the valuers primarily
have regard for the value per acre achieved by recent comparable
land transactions.
Accounting for the investment in Value Retail and valuation of
investment property held by Value Retail (Group)
Refer to pages 103 and 104 (Significant estimates – Property valuations),
pages 109 and 110 (Significant accounting policies – Property portfolio) and
pages 133 to 135 (Notes to the financial statements – note 15).
The Group has an investment in Value Retail, a separate group owning a
number of premium outlets in the United Kingdom and across Europe.
The Group equity accounts for its interest in Value Retail as an associate.
The Group’s investment as at 31 December 2021 was £1,140.8 million
(2020: £1,154.1 million).
Investment property valuation
The valuation of the Group’s investment in Value Retail is predominantly
driven by the valuation of the property assets within the Value Retail
portfolio. The total value of the properties was £5,055.6 million as at
31 December 2021 (2020: £5,263.1 million). The Group’s share of the
Value Retail property, which is included within the wider Group portfolio
of £5,372.2 million (2020: £6,338.0 million), was £1,893.5 million
(2020: £1,924.2 million) and has also been impacted by the continued
Covid-19 pandemic.
The closing valuation was carried out by Cushman & Wakefield, in
accordance with the RICS Valuation – Professional Standards and the
Group accounting policies which incorporate the requirements of
International Accounting Standard 40, ‘Investment Property’ and IFRS
13 ‘Fair value measurement’. The premium outlets’ fair value is
determined by their investment value utilising a discounted cash flow
(“DCF”) basis.
In determining the valuation of a premium outlet, the valuers take into
account property specific information such as current tenancy
agreements, rental income generated by the asset, as well as property
operating costs. They then apply judgmental assumptions such as yield,
discount rate and expected rental income levels and subsequent growth
rates, which are influenced by prevailing market yields and where
appropriate comparable market transactions, to arrive at the final
valuation. Due to the unique nature of, and the differing ways in which
Covid-19 has impacted, each property the judgmental assumptions to be
applied are determined having regard to the individual property
characteristics at a detailed, unit by unit level, as well as considering the
qualities of the property as a whole.
How our audit addressed the key audit matter
− Developments
For significant ongoing developments valued via the residual valuation
method we obtained the development appraisal and assessed the
reasonableness of the valuers’ key assumptions. This included
comparing the yield to comparable market benchmarks, comparing the
costs to complete estimates to development plans and contracts, and
considering the reasonableness of other assumptions that are not so
readily comparable with published benchmarks, such as ERV, cost
contingencies and developers profit. Where assumptions appeared
unusual we undertook further investigations and, when necessary,
obtained corroborating evidence to support explanations received.
For operational properties with development potential we performed
the same procedures as described previously for shopping centres.
We also considered the reasonableness of any additional value
recognised for development potential by reviewing the stage of
progress of the proposed development including verifying any planning
consents obtained.
For development land valued on a per acre basis we obtained details of
the comparable land transactions utilised by the valuers. We verified
the value of these transactions to supporting evidence and considered
their comparability to the asset being valued.
Overall findings
We found that the assumptions used in the valuations were
predominantly consistent with our expectations and comparable
benchmarking information for the asset type, and that the assumptions
were applied appropriately and reflected available comparable market
transactions and leasing evidence. Furthermore we found that the valuers
had appropriately reflected the continued impact that Covid-19 has had on
these properties within their valuations. Where assumptions did not fall
within our expected range we were satisfied that variances were due to
property specific factors such as location and tenant mix. Therefore, while
continuing to be subject to a greater degree of subjectivity than prior to the
Covid-19 pandemic, we concluded that the assumptions used in the
valuations by the external valuers were supportable.
Investment property valuation
As Group auditors we formally instructed the component auditors of
Value Retail to perform a full scope audit over the financial information
of Value Retail. This included audit work over the valuation of investment
property within Value Retail.
Our component auditors obtained details of each property. They assessed
the reasonableness of each property’s key assumptions comparing its
yield, discount rate and expected rental income and subsequent growth
rates to comparable market benchmarks. In doing so they had regard
to property specific factors and knowledge of the market, including
comparable transactions and leasing evidence where appropriate,
as well as the continued impact that Covid-19 is likely to have on
rental income levels in the short to medium term. They obtained
corroborating evidence to support explanations received from the
valuers where appropriate.
The Group audit team participated in the meeting held between
Cushman & Wakefield and the component auditors. We have obtained
reporting from the component auditors and have reviewed the results
and underlying working papers over investment property valuation.
We have no issues to report and have obtained sufficient audit
comfort over the investment property balances within the Value Retail
financial information.
Accounting for the investment in Value Retail
In respect of the complexity within the calculation of the Group’s
investment in Value Retail, we obtained the ownership structure for
Value Retail as at 31 December 2021. We instructed the component
auditor to verify the Group’s percentage ownership of each entity within
the Value Retail group. We have obtained reporting from the component
auditors on this procedure and have reviewed the results and their
underlying working papers.
We have tested the adjustments made within the Group consolidation in
accordance with IAS 28 ‘Investments in associates and joint ventures’, in
arriving at the Group’s equity accounted investment in Value Retail to
determine whether they are appropriate.
We have no issues to report in respect of this work.
88 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
88
Independent auditors’ report to the members of Hammerson plc
Key audit matter
Shopping centres
How our audit addressed the key audit matter
− Developments
In determining the valuation of a shopping centre the valuers take into
For significant ongoing developments valued via the residual valuation
account property specific information such as the current tenancy
agreements and rental income. They then apply judgemental
method we obtained the development appraisal and assessed the
reasonableness of the valuers’ key assumptions. This included
assumptions such as estimated rental value (“ERV”) and yield, which are
comparing the yield to comparable market benchmarks, comparing the
influenced by prevailing market yields and where available comparable
costs to complete estimates to development plans and contracts, and
market transactions and leasing evidence, to arrive at the final valuation.
considering the reasonableness of other assumptions that are not so
Due to the unique nature of each property the judgemental assumptions
readily comparable with published benchmarks, such as ERV, cost
to be applied are determined having regard to the individual property
contingencies and developers profit. Where assumptions appeared
characteristics at a detailed, tenant by tenant level, as well as considering
unusual we undertook further investigations and, when necessary,
the qualities of the property as a whole.
Developments
obtained corroborating evidence to support explanations received.
For operational properties with development potential we performed
the same procedures as described previously for shopping centres.
In determining the valuation of development property under a residual
valuation method the valuers take into account the property specific
We also considered the reasonableness of any additional value
recognised for development potential by reviewing the stage of
information such as the development plans for the site. They then apply a
progress of the proposed development including verifying any planning
number of judgemental assumptions including ERV and yield within the
consents obtained.
gross development value, estimated costs to complete and developers
profit to arrive at the valuation. Due to the unique nature of an ongoing
development the judgemental assumptions to be applied are determined
having regard to the nature and risks associated with each development.
In determining the valuation of operational properties with development
potential the valuers initially follow the same methodology as described
previously to arrive at an income capitalisation value. Having regard to
the unique nature of each property, the likelihood of the development
progressing and the status of planning consents for the development,
the valuers then make adjustments to the valuation to reflect
development potential.
In determining the value of development land the valuers primarily
have regard for the value per acre achieved by recent comparable
land transactions.
For development land valued on a per acre basis we obtained details of
the comparable land transactions utilised by the valuers. We verified
the value of these transactions to supporting evidence and considered
their comparability to the asset being valued.
Overall findings
We found that the assumptions used in the valuations were
predominantly consistent with our expectations and comparable
benchmarking information for the asset type, and that the assumptions
were applied appropriately and reflected available comparable market
transactions and leasing evidence. Furthermore we found that the valuers
had appropriately reflected the continued impact that Covid-19 has had on
these properties within their valuations. Where assumptions did not fall
within our expected range we were satisfied that variances were due to
property specific factors such as location and tenant mix. Therefore, while
continuing to be subject to a greater degree of subjectivity than prior to the
Covid-19 pandemic, we concluded that the assumptions used in the
valuations by the external valuers were supportable.
Accounting for the investment in Value Retail and valuation of
Investment property valuation
investment property held by Value Retail (Group)
As Group auditors we formally instructed the component auditors of
Refer to pages 103 and 104 (Significant estimates – Property valuations),
Value Retail to perform a full scope audit over the financial information
pages 109 and 110 (Significant accounting policies – Property portfolio) and
of Value Retail. This included audit work over the valuation of investment
pages 133 to 135 (Notes to the financial statements – note 15).
property within Value Retail.
The Group has an investment in Value Retail, a separate group owning a
Our component auditors obtained details of each property. They assessed
number of premium outlets in the United Kingdom and across Europe.
the reasonableness of each property’s key assumptions comparing its
The Group equity accounts for its interest in Value Retail as an associate.
yield, discount rate and expected rental income and subsequent growth
The Group’s investment as at 31 December 2021 was £1,140.8 million
rates to comparable market benchmarks. In doing so they had regard
(2020: £1,154.1 million).
Investment property valuation
The valuation of the Group’s investment in Value Retail is predominantly
driven by the valuation of the property assets within the Value Retail
portfolio. The total value of the properties was £5,055.6 million as at
31 December 2021 (2020: £5,263.1 million). The Group’s share of the
Value Retail property, which is included within the wider Group portfolio
of £5,372.2 million (2020: £6,338.0 million), was £1,893.5 million
(2020: £1,924.2 million) and has also been impacted by the continued
Covid-19 pandemic.
The closing valuation was carried out by Cushman & Wakefield, in
accordance with the RICS Valuation – Professional Standards and the
Group accounting policies which incorporate the requirements of
to property specific factors and knowledge of the market, including
comparable transactions and leasing evidence where appropriate,
as well as the continued impact that Covid-19 is likely to have on
rental income levels in the short to medium term. They obtained
corroborating evidence to support explanations received from the
valuers where appropriate.
The Group audit team participated in the meeting held between
Cushman & Wakefield and the component auditors. We have obtained
reporting from the component auditors and have reviewed the results
and underlying working papers over investment property valuation.
We have no issues to report and have obtained sufficient audit
comfort over the investment property balances within the Value Retail
financial information.
International Accounting Standard 40, ‘Investment Property’ and IFRS
Accounting for the investment in Value Retail
13 ‘Fair value measurement’. The premium outlets’ fair value is
determined by their investment value utilising a discounted cash flow
(“DCF”) basis.
In respect of the complexity within the calculation of the Group’s
investment in Value Retail, we obtained the ownership structure for
Value Retail as at 31 December 2021. We instructed the component
In determining the valuation of a premium outlet, the valuers take into
auditor to verify the Group’s percentage ownership of each entity within
account property specific information such as current tenancy
the Value Retail group. We have obtained reporting from the component
agreements, rental income generated by the asset, as well as property
auditors on this procedure and have reviewed the results and their
operating costs. They then apply judgmental assumptions such as yield,
underlying working papers.
discount rate and expected rental income levels and subsequent growth
rates, which are influenced by prevailing market yields and where
appropriate comparable market transactions, to arrive at the final
valuation. Due to the unique nature of, and the differing ways in which
Covid-19 has impacted, each property the judgmental assumptions to be
applied are determined having regard to the individual property
characteristics at a detailed, unit by unit level, as well as considering the
qualities of the property as a whole.
We have tested the adjustments made within the Group consolidation in
accordance with IAS 28 ‘Investments in associates and joint ventures’, in
arriving at the Group’s equity accounted investment in Value Retail to
determine whether they are appropriate.
We have no issues to report in respect of this work.
Key audit matter
How our audit addressed the key audit matter
Accounting for the investment in Value Retail
Value Retail has a complex ownership structure whereby each investing
party owns differing proportions of each of the entities, and hence
properties, within the Value Retail group. As such this creates significant
complexity in determining the overall investment in Value Retail held
within the Group consolidated financial statements.
Therefore, on the basis of the significant judgement and estimation
uncertainty within the investment property valuation, and the
complexity in determining the overall investment in Value Retail, we
identified this as a key audit matter.
Expected Credit Losses on accounts receivable and unamortised
tenant incentives (Group)
Refer to page 65 (Audit Committee Report), pages 105 and 106 (Significant
estimates - Impairment of trade receivables and tenant incentives), page 110
(Significant accounting policies), page 136 (Notes to the financial
statements – note 16) and pages 140 to 142 (Notes to the financial
statements – note 21E).
The total value of accounts receivable recognised within the Group’s
subsidiaries is £54.9 million (2020: £82.8 million) and within joint
ventures and associates (excluding Value Retail) was £44.6 million
(2020: £87.5 million) at 31 December 2021, against which an Expected
Credit Loss (‘ECL’) provision of £27.4 million (2020: £35.8 million)
and £25.9 million (2020: £44.0 million) has been recognised.
Total unamortised tenant incentives across the Group’s subsidiaries
are £25.1 million (2020: £44.3 million) and across joint ventures
and associates (excluding Value Retail) was £30.8 million
(2020: £23.7 million) at 31 December 2021, against which an ECL
provision of £6.8 million (2020: £9.5 million) and £6.1 million
(2020: £5.3 million) has been recognised.
The continued impact of the Covid-19 pandemic resulted in lockdowns
and other government measures at different times during the year.
Together with the wider pre-existing challenges in the retail market, this
has caused the level of arrears as at 31 December 2021 to continue to be
higher than pre-pandemic, albeit lower than as at 31 December 2020 as
collections have improved. The effects of the pandemic are likely to
continue to be experienced for some time, with a large proportion of
outstanding accounts receivable being related to 2020. In this context
the estimation of an ECL provision against accounts receivable and
unamortised tenant incentives remains highly subjective and contains
significant estimation uncertainty.
The Directors have utilised a provisioning matrix methodology to
determine the ECL provision. Under this approach each tenant has
been placed into a risk category based on the perceived risk of tenant
default. Multiple data points have been used to drive this categorisation
including: the size and type of business, payment history, latest current
trading performance, credit information, forward-looking economic
factors and ongoing tenant negotiations. A provisioning percentage
has then been applied to each category, with the applied percentages
determined based on the age of the arrears, to reflect the expected
portion of tenants within each category for which an ECL provision
is required.
On the basis of the significant estimation uncertainty in determining the
appropriate level of ECL provisions to be recognised in the current retail
environment, we identified this as a key audit matter.
We have evaluated the methodology utilised by the Directors in
determining the ECL provisions as at 31 December 2021. We are
satisfied the approach is compliant with the requirements of IFRS 9
‘Financial Instruments’.
We have tested the mathematical accuracy of the ECL provision on
both accounts receivable and unamortised tenant incentives, and verified
it is accurate.
On a sample basis, we have performed detailed testing over the
underlying data and information used in the ECL analysis including but
not limited to verifying: the tenant’s year end outstanding receivable
balance net of deposits; the tenant’s year end unamortised lease incentive
balance; tenant’s credit histories and their current trading performance;
status of ongoing discussions with tenants, the ageing of the balances;
the level of cash collections post year end; and the forward looking
macroeconomic environment.
We have challenged and tested the key assumptions within the ECL
provision calculation, being the categorisation of tenants and the
percentage provisioning rates applied to each category. In doing so we
had direct regard to the underlying data and information described
above, in particular the ageing of the arrears. We are satisfied that the
assumptions utilised are reasonable.
We have performed a ‘look back’ analysis to assess management’s
historical accuracy of forecasting and assessed the release of the
provision in the year.
We have performed a sensitivity analysis to understand the impact that
reasonable changes in the provisioning percentage assumptions have on
the overall ECL provision.
We have assessed the appropriateness of related disclosures included
in the notes to the Group financial statements and consider them to
be reasonable.
We have no issues to report in respect of this work
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Key audit matter
How our audit addressed the key audit matter
Valuation of investments in subsidiary companies and intercompany
receivables (Company)
Refer to page 151 (Accounting Policies) and page 152 (Notes to the financial
statements – notes C and D).
The Company has investments in subsidiary companies of £1,279.3
million (2020: £2,409.0 million) and amounts owed by subsidiaries and
other related undertakings of £4,727.5 million (2020: £4,308.0 million)
as at 31 December 2021. This is following the recognition of a £1,136.1
million (2020: £1,369.3 million) revaluation loss on investments in
subsidiary companies and an Expected Credit Loss provision of £471.6
million (2020: £310.4 million) recognised on amounts owed by
subsidiaries and other related undertakings in the year.
The Company’s accounting policy for investments is to hold them at fair
value, while amounts owed by subsidiaries and other related
undertakings are carried at amortised cost but subject to the Expected
Credit Loss impairment requirements. Given the inherent judgement
and complexity in assessing both the fair value of a subsidiary company,
and the Expected Credit Loss of amounts owed by subsidiaries and other
related undertakings, this was identified as a key audit matter for our
audit of the Company.
The primary determinant and key judgement within both the fair value of
each subsidiary company and the Expected Credit Loss of amounts owed
by subsidiaries and other related undertakings is the value of the
investment property held by each investee/counterparty. As such it was
over this area that we applied the most focus and audit effort.
We obtained the Directors’ valuation for the value of investments held
in subsidiary companies and their Expected Credit Loss assessment of
amounts owed by subsidiaries and other related undertakings as at
31 December 2021.
We assessed the accounting policy for investments and amounts owed
by subsidiaries and other related undertakings to verify they were
compliant with FRS 101 “Reduced Disclosure Framework”.
We verified that the methodology used by the Directors in arriving at the
fair value of each subsidiary, and the Expected Credit Loss ‘general
approach’ provision for amounts owed by subsidiaries and other related
undertakings, was compliant with FRS 101 “Reduced Disclosure
Framework”.
We identified the key judgement within both the valuation of
investments held in subsidiary companies and amounts owed by
subsidiaries and other related undertakings to be the valuation of
investment property held by each investee/counterparty. For details of
our procedures over investment property valuations please refer to the
related Group key audit matter above.
We have no issues to report in respect of this work.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking
into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.
The Group owns and invests in a number of shopping centres, developments and premium outlets across the United Kingdom and Europe. These are
held within a variety of subsidiaries, joint ventures and associates.
Based on our understanding of the Group we focussed our audit work primarily on four components being: UK, France, Ireland and Value Retail.
All four components were subject to a full scope audit given their financial significance to the Group.
The UK, French, Irish and Value Retail components account for 100% (2020: UK, French and Value Retail components accounted for 89%) of the
Group’s total assets.
The UK and Irish components were audited by the Group team. The French and Value Retail components were audited by component teams.
Detailed instructions were sent to both component teams. These instructions covered the significant areas that should be addressed by the component
auditors (which included the relevant risks of material misstatement) and set out the information required to be reported back to the Group audit team.
In addition, regular meetings were held with the component audit teams, with the Group audit team attending the clearance meeting for all component
audits. Finally the Group audit team performed a detailed review of the working papers of all component teams to ensure the work performed was
appropriate and in line with our instructions.
These procedures, together with additional procedures performed at the Group level (including audit procedures over the consolidation and
consolidation adjustments), gave us the evidence we needed for our opinion on the Group financial statements as a whole.
In respect of the audit of the Company, the Group audit team performed a full scope statutory audit.
As part of our audit we made enquiries of management to understand the process they have adopted to assess the potential impact of climate change on
the financial statements. Management considers that the impact of climate change does not give rise to a material financial statement impact in the
current year. We used our knowledge of the Group to evaluate management’s assessment. We particularly considered how climate change risks would
impact the assumptions made in the valuation of investment property. We also considered the consistency of the disclosures in relation to climate
change made in the other information within the Annual Report with the financial statements and our knowledge from our audit.
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Key audit matter
How our audit addressed the key audit matter
Valuation of investments in subsidiary companies and intercompany
We obtained the Directors’ valuation for the value of investments held
receivables (Company)
statements – notes C and D).
Refer to page 151 (Accounting Policies) and page 152 (Notes to the financial
in subsidiary companies and their Expected Credit Loss assessment of
amounts owed by subsidiaries and other related undertakings as at
31 December 2021.
The Company has investments in subsidiary companies of £1,279.3
million (2020: £2,409.0 million) and amounts owed by subsidiaries and
other related undertakings of £4,727.5 million (2020: £4,308.0 million)
as at 31 December 2021. This is following the recognition of a £1,136.1
million (2020: £1,369.3 million) revaluation loss on investments in
We assessed the accounting policy for investments and amounts owed
by subsidiaries and other related undertakings to verify they were
compliant with FRS 101 “Reduced Disclosure Framework”.
We verified that the methodology used by the Directors in arriving at the
fair value of each subsidiary, and the Expected Credit Loss ‘general
subsidiary companies and an Expected Credit Loss provision of £471.6
approach’ provision for amounts owed by subsidiaries and other related
million (2020: £310.4 million) recognised on amounts owed by
subsidiaries and other related undertakings in the year.
Framework”.
undertakings, was compliant with FRS 101 “Reduced Disclosure
The Company’s accounting policy for investments is to hold them at fair
We identified the key judgement within both the valuation of
value, while amounts owed by subsidiaries and other related
undertakings are carried at amortised cost but subject to the Expected
Credit Loss impairment requirements. Given the inherent judgement
investments held in subsidiary companies and amounts owed by
subsidiaries and other related undertakings to be the valuation of
investment property held by each investee/counterparty. For details of
and complexity in assessing both the fair value of a subsidiary company,
our procedures over investment property valuations please refer to the
and the Expected Credit Loss of amounts owed by subsidiaries and other
related Group key audit matter above.
related undertakings, this was identified as a key audit matter for our
We have no issues to report in respect of this work.
audit of the Company.
The primary determinant and key judgement within both the fair value of
each subsidiary company and the Expected Credit Loss of amounts owed
by subsidiaries and other related undertakings is the value of the
investment property held by each investee/counterparty. As such it was
over this area that we applied the most focus and audit effort.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking
into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.
The Group owns and invests in a number of shopping centres, developments and premium outlets across the United Kingdom and Europe. These are
held within a variety of subsidiaries, joint ventures and associates.
Based on our understanding of the Group we focussed our audit work primarily on four components being: UK, France, Ireland and Value Retail.
All four components were subject to a full scope audit given their financial significance to the Group.
The UK, French, Irish and Value Retail components account for 100% (2020: UK, French and Value Retail components accounted for 89%) of the
Group’s total assets.
The UK and Irish components were audited by the Group team. The French and Value Retail components were audited by component teams.
Detailed instructions were sent to both component teams. These instructions covered the significant areas that should be addressed by the component
auditors (which included the relevant risks of material misstatement) and set out the information required to be reported back to the Group audit team.
In addition, regular meetings were held with the component audit teams, with the Group audit team attending the clearance meeting for all component
audits. Finally the Group audit team performed a detailed review of the working papers of all component teams to ensure the work performed was
appropriate and in line with our instructions.
These procedures, together with additional procedures performed at the Group level (including audit procedures over the consolidation and
consolidation adjustments), gave us the evidence we needed for our opinion on the Group financial statements as a whole.
In respect of the audit of the Company, the Group audit team performed a full scope statutory audit.
As part of our audit we made enquiries of management to understand the process they have adopted to assess the potential impact of climate change on
the financial statements. Management considers that the impact of climate change does not give rise to a material financial statement impact in the
current year. We used our knowledge of the Group to evaluate management’s assessment. We particularly considered how climate change risks would
impact the assumptions made in the valuation of investment property. We also considered the consistency of the disclosures in relation to climate
change made in the other information within the Annual Report with the financial statements and our knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Company financial statements
Overall materiality
£36.8 million (2020: £44.0 million).
£47.7 million (2020: £53.5 million).
How we determined it
0.75% of Group's total assets.
0.75% of the Company's total assets.
Rationale for benchmark applied We determined this materiality based on total assets given the
valuation of investment properties, whether held directly or
through joint ventures and associates, is the key determinant of
the Group's value.
This materiality was utilised in the audit of investing and
financing activities.
Given the Hammerson plc entity is
primarily a holding company we
determined total assets to be the
appropriate benchmark.
Specific materiality
£5.7 million (2020: £7.3 million).
How we determined it
Rationale for benchmark applied
5% of the Group's weighted average adjusted earnings from 2018
to 2021 (2020: 5% of the Group's weighted average adjusted
earnings from 2018 to 2020).
In determining this materiality we had regard to the fact that
adjusted earnings is a secondary financial indicator of the Group
(refer to note 12 of the financial statements which includes a
reconciliation between IFRS and adjusted earnings) and a
weighted average of the last four years from 2018 to 2021 was
utilised to reflect the continued impact of Covid-19 on the
Group’s results in 2021.
This materiality was utilised in the audit of operating activities.
Not applicable.
Not applicable.
Not applicable.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality
allocated across components for investing and financing activities was £18.0 million to £32.0 million. The range of materiality allocated across
components for operating activities was £2.5 million to £5.0 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality
for investing and financing activities was 75% (2020: 75%) of overall materiality, amounting to £27.6 million (2020: £33.0 million) for the Group
financial statements and £35.8 million (2020: £40.1 million) for the Company financial statements. Our performance materiality for operating
activities was 75% of specific materiality, amounting to £4.3 million (2020: £5.5 million) for the Group financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk
and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £1.8 million (Group audit)
(2020: £2.2 million) for investing and financing activities, £0.6 million (Group audit) (2020: £0.7 million) for operating activities, and £2.4 million
(Company audit) (2020: £2.7 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
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Conclusions relating the going concern
Our evaluation of the Directors’ assessment of the Group's and the Company’s ability to continue to adopt the going concern basis of
accounting included:
– We agreed the underlying cash flow projections to Board approved forecasts and assessed how these forecasts were compiled. We compared the
prior year forecasts to actual performance to assess management's ability to forecast accurately;
– We evaluated the key assumptions within the projections, namely forecast property valuations and the levels of forecast net rental income, under
both a base scenario and severe but plausible scenario. We did so with reference to available third party data sources, contractual rental income,
together with the most recent data on levels of expected collections, rental concessions and tenant failure. We considered whether the severe but
plausible scenario included appropriate sensitivities to factor in severe but plausible variances from the base scenario in respect of both forecast
property valuations and net rental income;
– We examined the minimum committed facility headroom under the base and severe but plausible scenarios, and evaluated whether the Directors'
conclusion, that sufficient liquidity headroom existed to continue trading operationally throughout the period to 30 June 2023, was appropriate;
– We reviewed the terms of financing agreements to determine whether forecast covenant calculations were in line with those agreements and to
determine whether the maturity profile of the debt included within the projections was accurate;
– We obtained and reperformed the Group's forecast covenant compliance calculations, under both the base and severe but plausible scenarios to
assess the Directors' conclusions on covenant compliance. We reperformed the covenant compliance modelling both excluding the impact of the
refinancing risk in Value Retail, and then including the Value Retail refinancing risk. In particular we verified the Directors' conclusion regarding the
Group's ability to withstand the Value Retail refinancing risk without breaching its gearing covenant;
– We obtained reporting from our component auditors in respect of going concern and considered the impact of their conclusions in our procedures.
One component auditor within their reporting to us, drew attention to a material uncertainty in respect of going concern for their component that
had been identified by the component management team. We verified Group management appropriately factored this conclusion into their Group
going concern assessment; and
– We reviewed the disclosures relating to the going concern basis of preparation and we found that these provided an explanation of the Directors'
assessment that was consistent with the evidence we obtained.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's and the Company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's ability to
continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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Conclusions relating the going concern
accounting included:
Our evaluation of the Directors’ assessment of the Group's and the Company’s ability to continue to adopt the going concern basis of
– We agreed the underlying cash flow projections to Board approved forecasts and assessed how these forecasts were compiled. We compared the
prior year forecasts to actual performance to assess management's ability to forecast accurately;
– We evaluated the key assumptions within the projections, namely forecast property valuations and the levels of forecast net rental income, under
both a base scenario and severe but plausible scenario. We did so with reference to available third party data sources, contractual rental income,
together with the most recent data on levels of expected collections, rental concessions and tenant failure. We considered whether the severe but
plausible scenario included appropriate sensitivities to factor in severe but plausible variances from the base scenario in respect of both forecast
property valuations and net rental income;
– We examined the minimum committed facility headroom under the base and severe but plausible scenarios, and evaluated whether the Directors'
conclusion, that sufficient liquidity headroom existed to continue trading operationally throughout the period to 30 June 2023, was appropriate;
– We reviewed the terms of financing agreements to determine whether forecast covenant calculations were in line with those agreements and to
determine whether the maturity profile of the debt included within the projections was accurate;
– We obtained and reperformed the Group's forecast covenant compliance calculations, under both the base and severe but plausible scenarios to
assess the Directors' conclusions on covenant compliance. We reperformed the covenant compliance modelling both excluding the impact of the
refinancing risk in Value Retail, and then including the Value Retail refinancing risk. In particular we verified the Directors' conclusion regarding the
Group's ability to withstand the Value Retail refinancing risk without breaching its gearing covenant;
– We obtained reporting from our component auditors in respect of going concern and considered the impact of their conclusions in our procedures.
One component auditor within their reporting to us, drew attention to a material uncertainty in respect of going concern for their component that
had been identified by the component management team. We verified Group management appropriately factored this conclusion into their Group
going concern assessment; and
– We reviewed the disclosures relating to the going concern basis of preparation and we found that these provided an explanation of the Directors'
assessment that was consistent with the evidence we obtained.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's and the Company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's ability to
In relation to the Directors’ 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
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
financial statements is appropriate.
continue as a going concern.
basis of accounting.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.
The Directors are responsible for the other information, which includes reporting based on the Task Force on Climate-related Financial Disclosures
(TCFD) recommendations. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit
opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether
there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
based on these responsibilities.
With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have
been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as
described below.
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year
ended 31 December 2021 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify
any material misstatements in the Strategic report and Directors' report.
Directors’ Remuneration
In our opinion, the part of the Directors' Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of the corporate
governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.
Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement,
included within the Corporate Governance report is materially consistent with the financial statements and our knowledge obtained during the audit,
and we have nothing material to add or draw attention to in relation to:
– The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation
of how these are being managed or mitigated;
– The Directors' statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in
preparing them, and their identification of any material uncertainties to the Group's and Company's ability to continue to do so over a period of at
least twelve months from the date of approval of the financial statements;
– The Directors' explanation as to their assessment of the Group's and Company's prospects, the period this assessment covers and why the period is
appropriate; and
– The Directors' statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its
liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications
or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an audit and only consisted
of making inquiries and considering the Directors’ process supporting their statement; checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our
knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our knowledge obtained during the audit:
– The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information
necessary for the members to assess the Group’s and Company's position, performance, business model and strategy;
– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
– The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s compliance with the Code
does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
92 Hammerson plc Annual Report 2021
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93
Financial statements
Independent auditors’ report to the members of Hammerson plc
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements in
accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal
control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due
to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to tax
legislation including the Real Estate Investment Trust (‘REIT’) requirements, UK Companies Act 2006 requirements and listing requirements including
the UK FCA Listing Rules, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated
management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls),and
determined that the principal risks were related to posting inappropriate journal entries to increase revenue, and management bias in accounting
estimates. The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:
– Discussions with management, internal audit and those charged with governance, including consideration of known or suspected instances of
non-compliance with laws and regulation and fraud;
– Reviewing minutes of meetings of those charged with governance;
– Evaluation of management’s controls designed to prevent and detect irregularities;
– Designing audit procedures to incorporate unpredictability into our testing;
– Evaluation of the Group’s compliance with the REIT requirements;
– Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the valuation of
investment property and Expected Credit Loss provisions in respect of accounts receivable and unamortised tenant incentives (see related key audit
matters above);
– Identifying and testing journal entries, in particular any journal entries posted to revenue with unusual account combinations or posted by senior
management; and
– Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws
and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it
typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items
for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
94 Hammerson plc Annual Report 2021
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94
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern,
by us; or
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not obtained all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited
– certain disclosures of Directors’ remuneration specified by law are not made; or
– the financial statements and the part of the Directors' Remuneration report to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 25 April 2017 to audit the financial statements for the
year ended 31 December 2017 and subsequent financial periods. The period of total uninterrupted engagement is 5 years, covering the years ended
31 December 2017 to 31 December 2021.
Other matter
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial statements will
form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct Authority in accordance
with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report provides no assurance over whether the annual financial report will
be prepared using the single electronic format specified in the ESEF RTS.
Sonia Copeland (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
3 March 2022
Independent auditors’ report to the members of Hammerson plc
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements in
accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal
control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due
to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to tax
legislation including the Real Estate Investment Trust (‘REIT’) requirements, UK Companies Act 2006 requirements and listing requirements including
the UK FCA Listing Rules, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated
management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls),and
determined that the principal risks were related to posting inappropriate journal entries to increase revenue, and management bias in accounting
estimates. The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:
– Discussions with management, internal audit and those charged with governance, including consideration of known or suspected instances of
non-compliance with laws and regulation and fraud;
– Reviewing minutes of meetings of those charged with governance;
– Evaluation of management’s controls designed to prevent and detect irregularities;
– Designing audit procedures to incorporate unpredictability into our testing;
– Evaluation of the Group’s compliance with the REIT requirements;
– Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the valuation of
investment property and Expected Credit Loss provisions in respect of accounts receivable and unamortised tenant incentives (see related key audit
matters above);
management; and
– Identifying and testing journal entries, in particular any journal entries posted to revenue with unusual account combinations or posted by senior
– Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws
and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it
typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items
for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
94 Hammerson plc Annual Report 2021
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95
Financial statements
Consolidated income statement
for the year ended 31 December 2021
Revenue
Operating profit before other net losses and share of results of joint ventures
and associates2,3
Profit/(Loss) on sale of properties
Loss on sale of joint venture and associate
Net exchange gain previously recognised in equity, recycled on disposal of foreign operations
Revaluation losses on properties
Impairment relating to assets held for sale
Other losses4
Other net losses
Share of results of joint ventures
Impairment of investment in joint ventures
Share of results of associates
Impairment of investment in associates
Operating loss
Finance costs
Change in fair value of derivatives
Finance income
Net finance costs
Loss before tax
Tax charge
Loss from continuing operations
(Loss)/Profit from discontinued operations
Loss for the year
Attributable to:
Equity shareholders
Non-controlling interests
Loss for the year
Basic and diluted (loss)/earnings per share5
Continuing operations
Discontinued operations
Total5
Notes
4
2
2
2
2
2
10D/10E
2
2
14A
14D
15A
15E
2
8
9A
10B
2021
£m
134.8
20201
£m
145.8
12.1
13.5
9.8
(0.9)
11.0
(173.7)
(0.9)
(0.3)
(155.0)
(171.3)
(11.5)
15.6
–
(310.1)
(99.0)
(14.0)
15.1
(97.9)
(408.0)
(1.3)
(409.3)
(19.8)
(429.1)
(3.5)
–
5.2
(442.7)
(103.8)
(0.4)
(545.2)
(880.2)
(9.6)
(148.3)
(94.3)
(1,664.1)
(95.5)
13.7
9.6
(72.2)
(1,736.3)
(0.5)
(1,736.8)
1.9
(1,734.9)
(429.1)
–
(429.1)
(1,734.8)
(0.1)
(1,734.9)
12B
12B
(9.3)p
(0.5)p
(9.8)p
(62.5)p
0.1p
(62.4)p
1. The results reported for the year ended 31 December 2020 have been reclassified to represent discontinued operations in line with the requirements of IFRS 5 ‘Non-current
assets held for sale and discontinued operations’. Refer to note 1C for further details.
2. Included within ‘Operating profit before other net losses and share of results of joint ventures and associates’ is a provision credit against trade receivables totalling
£0.1 million (2020: £18.9 million charge), comprising a charge of £1.5 million (2020: £16.4 million) in relation to income recognised up to year end (included in other property
outgoings in note 2) and a credit of £1.6 million (2020: £2.5 million charge) relating to amounts not yet recognised in the consolidated income statement (separately identified in
note 2). Refer to note 1D for further details.
3. Included within ‘Operating profit before other net losses and share of results of joint ventures and associates’ is a £1.6 million (2020: £9.5 million) provision for impairment of
lease incentives. Refer to notes 1D and 26 for further details.
4. Other losses in 2021 comprise £0.7 million relating to the impairment of a receivable balance due from a joint venture entity, less £0.4 million credit from the change in fair value
of other investments. Other losses in 2020 comprise £0.3 million relating to indirect costs of the rights issue and £0.1 million change in fair value of other investments.
5. For 2020 the loss per share figures have been restated from (77.0) pence per share for continuing operations and (76.9) pence in total, to the figures stated above, as a result of
the application of International Accounting Standard 33 ‘Earnings per share’ (IAS 33), in respect of the bonus element of scrip dividends declared by the Company. See note 12B
for further details.
96 Hammerson plc Annual Report 2021
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96
Consolidated statement of comprehensive income
for the year ended 31 December 2021
Items recycled through the consolidated income statement on disposal of foreign operations
Exchange gains previously recognised in the translation reserve
Exchange losses previously recognised in the net investment hedge reserve
Net exchange loss relating to equity shareholders1
Items that may subsequently be recycled through the consolidated income statement
Foreign exchange translation differences
Gain/(Loss) on net investment hedge
Net (loss)/gain on cash flow hedge
Share of other comprehensive gain/(loss) of associates
Items that may not subsequently be recycled through the consolidated income statement
Net actuarial gains/(losses) on pension schemes
Total other comprehensive (loss)/income2
Loss for the year from continuing operations
(Loss)/Profit for the year from discontinued operations
Loss for the year
Total comprehensive loss for the year
Attributable to:
Equity shareholders
Non-controlling interests
Total comprehensive loss for the year
2021
£m
(55.2)
44.2
(11.0)
(139.7)
112.2
(1.7)
1.3
(27.9)
18.9
(20.0)
(409.3)
(19.8)
(429.1)
(449.1)
2020
£m
(26.0)
20.8
(5.2)
171.1
(109.2)
4.8
(1.0)
65.7
(12.8)
47.7
(1,736.8)
1.9
(1,734.9)
(1,687.2)
(449.1)
–
(449.1)
(1,687.1)
(0.1)
(1,687.2)
1. Relates to the sale of the Group’s 25% interest in Espace Saint-Quentin, Saint Quentin-En-Yvelines and 10% interest in Nicetoile, Nice in 2021, and the sale of substantially all of
the Group’s investment in VIA Outlets in 2020.
2. All items within total other comprehensive (loss)/income relate to continuing operations as defined by IFRS 5.
Operating profit before other net losses and share of results of joint ventures
Net exchange gain previously recognised in equity, recycled on disposal of foreign operations
Consolidated income statement
for the year ended 31 December 2021
Revenue
and associates2,3
Profit/(Loss) on sale of properties
Loss on sale of joint venture and associate
Revaluation losses on properties
Impairment relating to assets held for sale
Other losses4
Other net losses
Share of results of joint ventures
Impairment of investment in joint ventures
Share of results of associates
Impairment of investment in associates
Change in fair value of derivatives
Operating loss
Finance costs
Finance income
Net finance costs
Loss before tax
Tax charge
Loss from continuing operations
(Loss)/Profit from discontinued operations
Loss for the year
Attributable to:
Equity shareholders
Non-controlling interests
Loss for the year
Continuing operations
Discontinued operations
Total5
Basic and diluted (loss)/earnings per share5
10D/10E
Notes
4
2
2
2
2
2
2
2
14A
14D
15A
15E
2
8
9A
10B
2021
£m
134.8
12.1
9.8
(0.9)
11.0
(173.7)
(0.9)
(0.3)
(155.0)
(171.3)
(11.5)
15.6
–
(99.0)
(14.0)
15.1
(97.9)
(408.0)
(1.3)
(409.3)
(19.8)
(429.1)
20201
£m
145.8
13.5
(3.5)
–
5.2
(442.7)
(103.8)
(0.4)
(545.2)
(880.2)
(9.6)
(148.3)
(94.3)
(95.5)
13.7
9.6
(72.2)
(1,736.3)
(0.5)
(1,736.8)
1.9
(1,734.9)
(310.1)
(1,664.1)
(429.1)
(1,734.8)
–
(0.1)
(429.1)
(1,734.9)
12B
12B
(9.3)p
(0.5)p
(9.8)p
(62.5)p
0.1p
(62.4)p
1. The results reported for the year ended 31 December 2020 have been reclassified to represent discontinued operations in line with the requirements of IFRS 5 ‘Non-current
assets held for sale and discontinued operations’. Refer to note 1C for further details.
2. Included within ‘Operating profit before other net losses and share of results of joint ventures and associates’ is a provision credit against trade receivables totalling
£0.1 million (2020: £18.9 million charge), comprising a charge of £1.5 million (2020: £16.4 million) in relation to income recognised up to year end (included in other property
outgoings in note 2) and a credit of £1.6 million (2020: £2.5 million charge) relating to amounts not yet recognised in the consolidated income statement (separately identified in
3. Included within ‘Operating profit before other net losses and share of results of joint ventures and associates’ is a £1.6 million (2020: £9.5 million) provision for impairment of
note 2). Refer to note 1D for further details.
lease incentives. Refer to notes 1D and 26 for further details.
4. Other losses in 2021 comprise £0.7 million relating to the impairment of a receivable balance due from a joint venture entity, less £0.4 million credit from the change in fair value
of other investments. Other losses in 2020 comprise £0.3 million relating to indirect costs of the rights issue and £0.1 million change in fair value of other investments.
5. For 2020 the loss per share figures have been restated from (77.0) pence per share for continuing operations and (76.9) pence in total, to the figures stated above, as a result of
the application of International Accounting Standard 33 ‘Earnings per share’ (IAS 33), in respect of the bonus element of scrip dividends declared by the Company. See note 12B
for further details.
96 Hammerson plc Annual Report 2021
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97
Financial statements
Consolidated balance sheet
As at 31 December 2021
Non-current assets
Investment properties
Interests in leasehold properties
Right-of-use assets
Plant and equipment
Investment in joint ventures
Investment in associates
Other investments
Derivative financial instruments
Restricted monetary assets
Receivables
Current assets
Receivables
Trading properties
Derivative financial instruments
Restricted monetary assets
Cash and deposits
Assets held for sale
Total assets
Current liabilities
Loans
Payables
Tax
Derivative financial instruments
Non-current liabilities
Loans
Deferred tax
Derivative financial instruments
Obligations under head leases
Payables
Total liabilities
Net assets
Equity
Share capital
Share premium
Translation reserve
Net investment hedge reserve
Cash flow hedge reserve
Merger reserve
Other reserves
Retained earnings
Investment in own shares
Equity shareholders’ funds
Non-controlling interests
Total equity
EPRA net tangible assets value per share (pence)
Notes
13
14A
15C
10E
21A
17
16A
16B
13
21A
17
18
10D
20
19
21A
20
21A
22
23
24
28C
12D
2021
£m
2020
£m
1,561.4
32.9
3.8
1.4
1,451.8
1,247.0
9.5
18.6
21.4
19.5
4,367.3
84.8
34.3
7.3
39.1
309.7
475.2
71.4
546.6
2,152.8
38.6
6.7
2.3
1,813.6
1,298.4
9.7
6.6
21.4
3.4
5,353.5
105.9
–
9.1
28.3
409.5
552.8
–
552.8
4,913.9
5,906.3
–
(179.4)
(0.6)
–
(180.0)
(1,834.8)
(0.4)
(59.7)
(36.4)
(56.6)
(1,987.9)
(2,167.9)
2,746.0
221.0
1,593.2
471.1
(362.8)
1.7
374.1
207.6
243.5
(3.5)
2,745.9
0.1
2,746.0
64
(115.0)
(205.0)
(1.3)
(2.3)
(323.6)
(2,143.7)
(0.4)
(84.7)
(41.8)
(103.2)
(2,373.8)
(2,697.4)
3,208.9
202.9
1,611.9
666.0
(519.2)
3.4
374.1
207.1
663.0
(0.4)
3,208.8
0.1
3,208.9
82
These financial statements were approved by the Board of Directors on 3 March 2022. Signed on behalf of the Board:
Rita-Rose Gagné
Director
Himanshu Raja
Director
Registered in England No. 360632
98 Hammerson plc Annual Report 2021
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98
Non-current assets
Investment properties
Interests in leasehold properties
Right-of-use assets
Plant and equipment
Investment in joint ventures
Investment in associates
Other investments
Derivative financial instruments
Restricted monetary assets
Receivables
Current assets
Receivables
Trading properties
Derivative financial instruments
Restricted monetary assets
Cash and deposits
Assets held for sale
Total assets
Current liabilities
Loans
Payables
Tax
Derivative financial instruments
Non-current liabilities
Loans
Deferred tax
Derivative financial instruments
Obligations under head leases
Payables
Total liabilities
Net assets
Equity
Share capital
Share premium
Translation reserve
Net investment hedge reserve
Cash flow hedge reserve
Merger reserve
Other reserves
Retained earnings
Investment in own shares
Equity shareholders’ funds
Non-controlling interests
Total equity
Notes
2021
£m
2020
£m
13
1,561.4
2,152.8
4,367.3
5,353.5
32.9
3.8
1.4
1,451.8
1,247.0
9.5
18.6
21.4
19.5
84.8
34.3
7.3
39.1
309.7
475.2
71.4
546.6
4,913.9
(179.4)
(0.6)
–
–
(0.4)
(59.7)
(36.4)
(56.6)
(1,987.9)
(2,167.9)
2,746.0
221.0
1,593.2
471.1
(362.8)
1.7
374.1
207.6
243.5
(3.5)
2,745.9
0.1
64
38.6
6.7
2.3
1,813.6
1,298.4
9.7
6.6
21.4
3.4
105.9
–
9.1
28.3
409.5
552.8
–
552.8
5,906.3
(115.0)
(205.0)
(1.3)
(2.3)
(0.4)
(84.7)
(41.8)
(103.2)
(2,373.8)
(2,697.4)
3,208.9
202.9
1,611.9
666.0
(519.2)
3.4
374.1
207.1
663.0
(0.4)
3,208.8
0.1
82
14A
15C
10E
21A
17
16A
16B
13
21A
17
18
10D
20
19
21A
21A
22
23
24
28C
12D
(180.0)
(323.6)
20
(1,834.8)
(2,143.7)
Consolidated balance sheet
As at 31 December 2021
Consolidated statement of changes in equity
for the year ended 31 December 2021
–
–
Share
capital
£m
Share
premium
£m
Balance at 1 January 2021 202.9 1,611.9
Share-based employee
remuneration (note 5)
Cost of shares awarded
to employees
Transfer on award of own
shares to employees
Purchase of own shares
Dividends (note 11)
Scrip dividend related
share issue (note 11)
Scrip dividend related
share issue costs
–
–
–
–
–
–
18.1
–
–
–
(18.1)
(0.6)
Exchange (gain)/loss
previously recognised
in equity recycled on
disposal of foreign
operations
Foreign exchange
translation differences
Gain on net investment
hedge
Loss on cash flow hedge
Loss on cash flow hedge
recycled to net finance
costs
Share of other
comprehensive gain of
associates (note 15E)
Net actuarial gains on
pension schemes
(note 7C)
Loss for the year3
Total comprehensive
(loss)/income for the year
Balance at 31 December
2021
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Net
investment
hedge
reserve
£m
(519.2)
Cash
flow
hedge
reserve
£m
3.4
Translation
reserve
£m
666.0
Merger
reserve
£m
374.1
Other
reserves1
£m
207.1
Retained
earnings
£m
663.0
Investment
in own
shares2
£m
(0.4)
Equity
shareholders’
funds
£m
3,208.8
Non-
controlling
Total
interests
equity
£m
£m
0.1 3,208.9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(55.2)
44.2
(139.7)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
112.2
–
–
(1.9)
–
–
–
–
0.2
–
–
–
(194.9)
156.4
(1.7)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3.3
(0.4)
(2.4)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.4
–
(135.7)
122.7
–
–
–
–
–
–
1.3
18.9
(429.1)
(408.9)
–
0.4
–
(3.5)
–
–
–
–
–
–
–
–
–
–
–
–
3.3
–
–
(3.5)
(135.7)
122.7
(0.6)
(11.0)
(139.7)
112.2
(1.9)
0.2
1.3
18.9
(429.1)
(449.1)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3.3
–
–
(3.5)
(135.7)
122.7
(0.6)
(11.0)
(139.7)
112.2
(1.9)
0.2
1.3
18.9
(429.1)
(449.1)
221.0 1,593.2
471.1
(362.8)
1.7
374.1 207.6
243.5
(3.5)
2,745.9
0.1 2,746.0
1. Other reserves comprise capital redemption reserves of £198.2 million (2020: £198.2 million) and share-based employee remuneration reserves of £9.4 million
(2020: £8.9 million). Capital redemption reserves comprise £14.3 million (2020: £14.3 million) relating to share buybacks and £183.9 million (2020: £183.9 million)
resulting from the cancellation of the Company’s shares as part of the reorganisation of share capital in 2020.
2. Investment in own shares is stated at cost and at 31 December 2021, includes 2,290,410 shares (at a cost of £1.0 million) held in the employee share trust, and 7,691,247 shares
(at a cost of £2.5 million) held in treasury. At 31 December 2020, 962,180 shares (at a cost of £0.4 million) were held in the employee share trust.
3. Relates to continuing and discontinued operations.
EPRA net tangible assets value per share (pence)
2,746.0
3,208.9
These financial statements were approved by the Board of Directors on 3 March 2022. Signed on behalf of the Board:
Rita-Rose Gagné
Director
Himanshu Raja
Director
Registered in England No. 360632
98 Hammerson plc Annual Report 2021
www.hammerson.com 99
www.hammerson.com
99
Financial statements
Consolidated statement of changes in equity continued
Share
capital
£m
191.6
(183.9)
183.9
–
Share
premium
£m
1,266.0
–
372.7
(26.8)
Translation
reserve
£m
520.9
–
–
–
Net
investment
hedge
reserve
£m
(430.8)
–
–
–
Cash
flow
hedge
reserve
£m
(1.4)
–
–
–
Merger
reserve
£m
374.1
–
–
–
Other
reserves3
£m
25.6
183.9
–
–
Retained
earnings
£m
2,433.2
–
–
–
Investment
in own
shares4
£m
(2.2)
–
–
–
Equity
shareholders’
funds
£m
4,377.0
–
556.6
(26.8)
Non-
controlling
interests
£m
0.2
–
–
–
Total
equity
£m
4,377.2
–
556.6
(26.8)
–
–
–
–
–
–
11.3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(26.0)
20.8
171.1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(109.2)
–
–
(3.4)
–
–
–
–
8.2
–
–
–
145.1
(88.4)
4.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.2
(2.0)
(2.6)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.6
0.2
–
(71.5)
–
2.0
–
–
(0.2)
–
2.2
–
–
0.2
(0.2)
(71.5)
47.1
–
58.4
(5.2)
171.1
(109.2)
(3.4)
8.2
(1.0)
–
–
–
–
–
(1.0)
(12.8)
(1,734.8)
(1,748.6)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.2
–
–
0.2
(0.2)
(71.5)
58.4
(5.2)
171.1
(109.2)
(3.4)
8.2
(1.0)
(12.8)
(1,734.8)
–
(0.1)
(12.8)
(1,734.9)
(1,687.1)
(0.1)
(1,687.2)
Balance at 1 January 2020
Capital reorganisation1
Rights issue1
Rights issue expenses2
Share-based employee
remuneration (note 5)
Cost of shares awarded
to employees
Transfer on award of own
shares to employees
Proceeds on award of own
shares to employees
Purchase of own shares
Dividends (note 11)
Scrip dividend related
share issue (note 11)
Exchange (gain)/loss
previously recognised in
equity recycled on
disposal of foreign
operations
Foreign exchange
translation differences
Loss on net investment
hedge
Loss on cash flow hedge
Loss on cash flow hedge
recycled to net finance
costs
Share of other
comprehensive loss of
associates (note 15E)
Net actuarial losses on
pension schemes
(note 7C)
Loss for the year5
Total comprehensive
income/(loss) for the year
Balance at 31 December
2020
202.9
1,611.9
666.0
(519.2)
3.4
374.1
207.1
663.0
(0.4)
3,208.8
0.1
3,208.9
1. During 2020, the Company completed a capital reorganisation and rights issue.
2. Only costs directly related to the rights issue have been recognised in the share premium account. A further £0.3 million of indirect costs were recognised in the consolidated
income statement in 2020.
3. Other reserves comprise a capital redemption reserve of £198.2 million (2019: £14.3 million) and share based employee remuneration of £8.9 million (2019: £11.3 million).
Capital redemption reserves comprise £14.3 million (2019: £14.3 million) relating to share buybacks and £183.9 million (2019: £nil) resulting from the cancellation of the
Company’s shares as part of the reorganisation of share capital in 2020.
4. Investment in own shares is stated at cost and comprises 962,180 shares (at a cost of £0.4 million) held in the employee share trust.
5. Relates to continuing and discontinued operations.
100 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
100
Consolidated statement of changes in equity continued
Consolidated cash flow statement
for the year ended 31 December 2021
Balance at 1 January 2020
191.6
1,266.0
520.9
(430.8)
Share
Share
Translation
hedge
hedge
capital
premium
reserve
reserve
reserve
Merger
reserve
Other
reserves3
Retained
earnings
£m
£m
£m
£m
£m
(1.4)
£m
374.1
£m
2,433.2
shares4
£m
(2.2)
Investment
Equity
Non-
in own
shareholders’
controlling
funds
interests
£m
0.2
Net
investment
Cash
flow
–
(2.0)
2.0
2.6
0.2
–
(71.5)
47.1
(0.2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(3.4)
8.2
(26.0)
20.8
171.1
(109.2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
£m
25.6
183.9
–
–
2.2
(2.6)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
£m
4,377.0
–
556.6
(26.8)
2.2
–
–
0.2
(0.2)
(71.5)
58.4
(5.2)
171.1
(109.2)
(3.4)
8.2
(1.0)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(183.9)
183.9
–
372.7
(26.8)
Capital reorganisation1
Rights issue1
Rights issue expenses2
Share-based employee
remuneration (note 5)
Cost of shares awarded
to employees
Transfer on award of own
shares to employees
Proceeds on award of own
shares to employees
Purchase of own shares
Dividends (note 11)
Scrip dividend related
share issue (note 11)
Exchange (gain)/loss
previously recognised in
equity recycled on
disposal of foreign
operations
Foreign exchange
translation differences
Loss on net investment
hedge
Loss on cash flow hedge
Loss on cash flow hedge
recycled to net finance
costs
Share of other
comprehensive loss of
associates (note 15E)
Net actuarial losses on
pension schemes
(note 7C)
Loss for the year5
Total comprehensive
income/(loss) for the year
Balance at 31 December
2020
income statement in 2020.
11.3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
145.1
(88.4)
4.8
202.9
1,611.9
666.0
(519.2)
3.4
374.1
207.1
663.0
(0.4)
3,208.8
0.1
3,208.9
1. During 2020, the Company completed a capital reorganisation and rights issue.
2. Only costs directly related to the rights issue have been recognised in the share premium account. A further £0.3 million of indirect costs were recognised in the consolidated
3. Other reserves comprise a capital redemption reserve of £198.2 million (2019: £14.3 million) and share based employee remuneration of £8.9 million (2019: £11.3 million).
Capital redemption reserves comprise £14.3 million (2019: £14.3 million) relating to share buybacks and £183.9 million (2019: £nil) resulting from the cancellation of the
Company’s shares as part of the reorganisation of share capital in 2020.
4. Investment in own shares is stated at cost and comprises 962,180 shares (at a cost of £0.4 million) held in the employee share trust.
5. Relates to continuing and discontinued operations.
(1.0)
(12.8)
(1,734.8)
(1,748.6)
(12.8)
(1,734.8)
(12.8)
(0.1)
(1,734.9)
(1,687.1)
(0.1)
(1,687.2)
Total
equity
£m
4,377.2
–
556.6
(26.8)
2.2
–
–
0.2
(0.2)
(71.5)
58.4
(5.2)
171.1
(109.2)
(3.4)
8.2
(1.0)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Operating activities
Operating profit before other net losses and share of results of joint ventures and associates
– continuing operations
– discontinued operations
Decrease/(Increase) in receivables1
Increase in restricted monetary assets
Decrease in payables2
Adjustment for non-cash items3
Cash generated/(utilised) from operations
Interest received
Interest paid
Bond redemption premium
Bond issue costs
Purchase of interest rate swap
Tax paid
Distributions and other receivables from joint ventures
Cash flows from operating activities
Investing activities
Property acquisitions
Developments and major refurbishments
Other capital expenditure
Sale of properties
Sale of investment in joint ventures
Sale of investments in associates
Advances to joint ventures
Capital return from associates
Distributions received from associates
Cash flows from investing activities
Financing activities
Net proceeds from rights issue
Rights issue expenses
Proceeds from award of own shares
Purchase of own shares
Scrip dividend related share issue costs
Proceeds from new borrowings
Repayment of borrowings
Net decrease in borrowings
Equity dividends paid
Cash flows from financing activities
Net (decrease)/increase in cash and deposits
Opening cash and deposits
Cash and deposits reclassified from joint ventures to assets held for sale
Exchange translation movement
Closing cash and deposits
Less: cash and deposits classified as held for sale
Closing cash and deposits as stated on balance sheet4
Notes
2
10B
26
25
11
10D
10D
18
2021
£m
2020
£m
12.1
11.5
23.6
32.7
(12.3)
(22.5)
(8.8)
12.7
20.5
(101.4)
(19.8)
(5.2)
(20.8)
(2.0)
45.7
(70.3)
–
(55.8)
(21.1)
355.4
48.5
21.2
(14.0)
2.0
0.1
336.3
–
(2.2)
0.1
(3.5)
(0.3)
596.5
(929.4)
(332.9)
(24.9)
(363.7)
(97.7)
409.5
4.6
(2.1)
314.3
(4.6)
309.7
13.5
17.7
31.2
(44.9)
(25.2)
(17.5)
41.4
(15.0)
19.6
(101.8)
–
–
–
(0.8)
15.6
(82.4)
(0.2)
(49.6)
(18.5)
56.4
272.0
–
(13.1)
–
6.1
253.1
556.6
(24.9)
0.2
(0.2)
–
75.0
(385.8)
(310.8)
(13.4)
207.5
378.2
29.8
–
1.5
409.5
–
409.5
1. The decrease in receivables in 2021 relates primarily to a decrease in gross trade receivables of £27.9 million as shown in note 16B.
2. £22.4 million (2020: £24.4 million) of the decrease in payables related to employer contributions and net benefits paid relating to the pension scheme.
3. The adjustment for non-cash items includes a £1.7 million decrease (2020: £34.7 million increase) in provisioning against trade receivables and impairment provisions
recognised against capitalised lease incentives.
4. An analysis of the movement in net debt is provided in note 25 on page 147.
100 Hammerson plc Annual Report 2021
www.hammerson.com 101
www.hammerson.com 101
Financial statements
Notes to the financial statements
for the year ended 31 December 2021
1: Significant accounting policies
A. Statement of compliance
The consolidated financial statements of Hammerson plc have been
prepared in accordance with both UK-adopted international accounting
standards and International Financial Reporting Standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European
Union, (IFRS adopted by the European Union as at 31 December 2020),
as well as SAICA Financial Reporting Guides as issued by the Accounting
Practices committee. The following new and revised Standards and
Interpretations have been issued:
Issued, and effective:
– Covid-19-Related Rent Concessions – Amendment to IFRS 16, ‘Leases’
– Covid-19 related rent concessions
– Amendments to IFRS 7, IFRS 4 and IFRS 16
Issued, but not yet endorsed:
– Amendments to IFRS 3, ‘Business combinations’ updated reference in
IFRS 3 to the Conceptual Framework for Financial Reporting
– Amendments to IAS 16, ‘Property, plant and equipment’
– Amendments to IAS 37, ‘Provisions, contingent liabilities and
contingent assets’
– Annual improvements make minor amendments to IFRS 1, ‘First-time
Adoption of IFRS’, IFRS 9, ‘Financial instruments’, and the Illustrative
Examples accompanying IFRS 16, ‘Leases’
None of the above standards has had a material impact on the Group’s
financial statements for the year ended 31 December 2021.
Issued, but not yet effective:
– Amendments to IAS 1, Presentation of financial statements’ on
classification of liabilities
– Narrow scope amendments to IAS 1, Practice statement 2 and IAS
– Amendment to IAS 12- deferred tax related to assets and liabilities
– IFRS 17, 'Insurance contracts' as amended in December 2021. This
standard replaces IFRS 4
B. Basis of presentation
The financial statements are prepared on a going concern basis, as
explained in the Financial review section of the Strategic report on page 23.
The financial statements are presented in sterling. They are prepared
on the historical cost basis, except that investment properties, other
investments and derivative financial instruments are stated at fair value.
The accounting policies have been applied consistently year on year. In
2021, two new accounting policies have been introduced relating to
trading properties and exceptional costs, as detailed below:
– Trading properties: Investment properties held for future sale are
transferred to Trading properties at the fair value at the date of
transfer and subsequently measured at the lower of cost and net
realisable value
– Exceptional costs: costs which are exceptional by virtue of their size,
nature or incidence, have been excluded in calculating adjusted
earnings where their inclusion would otherwise distort the underlying
recurring earnings of the Group. Further details are provided within
the Alternative Performance Measures section below and in note 1F on
page 111.
Additionally, earnings per share (EPS) for the comparative period has
been restated for the impact of scrip dividends issued in accordance with
IAS 33.
Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period. If the
revision affects both current and future periods, the change is recognised
over those periods.
The methods of computation of the results have been applied
consistently year on year.
Alternative Performance Measures (APMs)
The Group uses a number of APMs to monitor the performance of the
business. Adjusted earnings is the Group’s primary profit measure and
reflects underlying profit by excluding capital and non-recurring items
such as revaluation movements and gains or losses on the disposal of
properties in accordance with EPRA guidelines. In addition, certain
Company specific adjustments are made to EPRA earnings.
Furthermore, the performance of the Group’s property portfolio is
reviewed on a proportionally consolidated basis and is reconciled to
reported measures in note 2. A reconciliation between reported versus
adjusted and EPRA measures is presented in notes 2 and 12.
For the year ended 31 December 2020 and all subsequent reporting
periods, adjustment is made for the “change in the provision for amounts
not yet recognised in the income statement” principally in relation to the
impairment of receivables which relate to a future accounting period and
where the corresponding liability is classified in payables, as
management believes this distorts earnings by reflecting the cost and
corresponding income in different accounting periods. The adjustment
presents more relevant and useful information to users of the financial
statements by aligning the impairment cost with the period in which the
revenue has been recognised.
In 2021, an additional adjustment has been made of £8.6 million for
“business transformation costs” relating to the transformation
programme which followed a strategic and operational review
undertaken by the new management team and which is an integral part of
the Group’s new strategy announced during the year. The transformation
programme will lead to a major change within the business and the
associated incremental costs are considered to be exceptional by virtue of
being unusual in size and nature. Whilst the majority of the
transformation programme was undertaken in 2021, delivery of the
revised strategy and associated transformation will take place in 2022
and beyond. Care has been taken to treat only incremental costs directly
attributable to the transformation project as exceptional. This treatment
presents more relevant and useful information to users of financial
statements by excluding ‘exceptional’ costs which are unusual in nature
and size and therefore not reflective of the Group’s recurring earnings.
C. Significant judgements
The preparation of the financial statements requires management to
exercise judgement in applying the Group’s accounting policies and may
affect the reported amounts of assets, liabilities, income and expenses.
These judgements are considered each year by the Audit Committee, as
explained on pages 64 and 65, and are set out below.
Accounting for assets held for sale and discontinued
operations
For properties identified for disposal at the balance sheet date, the
Directors must assess whether the property should be classified as ‘held
for sale’ and excluded from investment properties. This judgement is
based on criteria outlined in IFRS 5 which states that: assets should be
available for sale in their present condition; management must be
committed to a plan to sell; an active programme must be in place to
locate a buyer; they must be being actively marketed at a reasonable
price; significant changes to the plan are unlikely and that completion of
the sale is expected within a year.
Retail parks
Year ended 31 December 2020
At 31 December 2019, management completed an assessment on
whether the retail parks portfolio should be classified as ‘held for sale’ and
concluded that the retail parks did meet the IFRS 5 criteria for ‘held for
sale’ at the balance sheet date as a portfolio of retail parks was being
actively marketed at a reasonable price with an expectation of transacting
within a year. Consequently, all assets and liabilities associated with the
retail parks were reclassified to assets held for sale at 31 December 2019.
On transfer to ‘assets held for sale’, the retail parks property portfolio was
re-measured at the lower of the carrying amount and fair value less costs
to sell, in accordance with IFRS 5, resulting in a £92 million impairment
loss being recognised in 2019, predominantly a reflection of the portfolio
discount. Contracts were subsequently exchanged for the disposal of a
portfolio of seven properties in February 2020.
102 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
102
Notes to the financial statements
for the year ended 31 December 2021
1: Significant accounting policies
Alternative Performance Measures (APMs)
A. Statement of compliance
The consolidated financial statements of Hammerson plc have been
prepared in accordance with both UK-adopted international accounting
standards and International Financial Reporting Standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European
Union, (IFRS adopted by the European Union as at 31 December 2020),
as well as SAICA Financial Reporting Guides as issued by the Accounting
Practices committee. The following new and revised Standards and
– Covid-19-Related Rent Concessions – Amendment to IFRS 16, ‘Leases’
Interpretations have been issued:
Issued, and effective:
– Covid-19 related rent concessions
– Amendments to IFRS 7, IFRS 4 and IFRS 16
Issued, but not yet endorsed:
– Amendments to IFRS 3, ‘Business combinations’ updated reference in
IFRS 3 to the Conceptual Framework for Financial Reporting
– Amendments to IAS 16, ‘Property, plant and equipment’
– Amendments to IAS 37, ‘Provisions, contingent liabilities and
contingent assets’
– Annual improvements make minor amendments to IFRS 1, ‘First-time
Adoption of IFRS’, IFRS 9, ‘Financial instruments’, and the Illustrative
Examples accompanying IFRS 16, ‘Leases’
None of the above standards has had a material impact on the Group’s
financial statements for the year ended 31 December 2021.
Issued, but not yet effective:
classification of liabilities
– Narrow scope amendments to IAS 1, Practice statement 2 and IAS
– Amendment to IAS 12- deferred tax related to assets and liabilities
– IFRS 17, 'Insurance contracts' as amended in December 2021. This
standard replaces IFRS 4
B. Basis of presentation
The Group uses a number of APMs to monitor the performance of the
business. Adjusted earnings is the Group’s primary profit measure and
reflects underlying profit by excluding capital and non-recurring items
such as revaluation movements and gains or losses on the disposal of
properties in accordance with EPRA guidelines. In addition, certain
Company specific adjustments are made to EPRA earnings.
Furthermore, the performance of the Group’s property portfolio is
reviewed on a proportionally consolidated basis and is reconciled to
reported measures in note 2. A reconciliation between reported versus
adjusted and EPRA measures is presented in notes 2 and 12.
For the year ended 31 December 2020 and all subsequent reporting
periods, adjustment is made for the “change in the provision for amounts
not yet recognised in the income statement” principally in relation to the
impairment of receivables which relate to a future accounting period and
where the corresponding liability is classified in payables, as
management believes this distorts earnings by reflecting the cost and
corresponding income in different accounting periods. The adjustment
presents more relevant and useful information to users of the financial
statements by aligning the impairment cost with the period in which the
revenue has been recognised.
In 2021, an additional adjustment has been made of £8.6 million for
“business transformation costs” relating to the transformation
programme which followed a strategic and operational review
undertaken by the new management team and which is an integral part of
the Group’s new strategy announced during the year. The transformation
programme will lead to a major change within the business and the
associated incremental costs are considered to be exceptional by virtue of
transformation programme was undertaken in 2021, delivery of the
revised strategy and associated transformation will take place in 2022
and beyond. Care has been taken to treat only incremental costs directly
attributable to the transformation project as exceptional. This treatment
presents more relevant and useful information to users of financial
statements by excluding ‘exceptional’ costs which are unusual in nature
and size and therefore not reflective of the Group’s recurring earnings.
– Amendments to IAS 1, Presentation of financial statements’ on
being unusual in size and nature. Whilst the majority of the
The financial statements are prepared on a going concern basis, as
explained in the Financial review section of the Strategic report on page 23.
C. Significant judgements
The preparation of the financial statements requires management to
The financial statements are presented in sterling. They are prepared
exercise judgement in applying the Group’s accounting policies and may
on the historical cost basis, except that investment properties, other
affect the reported amounts of assets, liabilities, income and expenses.
investments and derivative financial instruments are stated at fair value.
These judgements are considered each year by the Audit Committee, as
The accounting policies have been applied consistently year on year. In
2021, two new accounting policies have been introduced relating to
trading properties and exceptional costs, as detailed below:
– Trading properties: Investment properties held for future sale are
transferred to Trading properties at the fair value at the date of
transfer and subsequently measured at the lower of cost and net
realisable value
– Exceptional costs: costs which are exceptional by virtue of their size,
nature or incidence, have been excluded in calculating adjusted
earnings where their inclusion would otherwise distort the underlying
recurring earnings of the Group. Further details are provided within
the Alternative Performance Measures section below and in note 1F on
explained on pages 64 and 65, and are set out below.
Accounting for assets held for sale and discontinued
operations
For properties identified for disposal at the balance sheet date, the
Directors must assess whether the property should be classified as ‘held
for sale’ and excluded from investment properties. This judgement is
based on criteria outlined in IFRS 5 which states that: assets should be
available for sale in their present condition; management must be
committed to a plan to sell; an active programme must be in place to
locate a buyer; they must be being actively marketed at a reasonable
price; significant changes to the plan are unlikely and that completion of
the sale is expected within a year.
Retail parks
Additionally, earnings per share (EPS) for the comparative period has
Year ended 31 December 2020
been restated for the impact of scrip dividends issued in accordance with
At 31 December 2019, management completed an assessment on
page 111.
IAS 33.
Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period. If the
revision affects both current and future periods, the change is recognised
over those periods.
The methods of computation of the results have been applied
consistently year on year.
whether the retail parks portfolio should be classified as ‘held for sale’ and
concluded that the retail parks did meet the IFRS 5 criteria for ‘held for
sale’ at the balance sheet date as a portfolio of retail parks was being
actively marketed at a reasonable price with an expectation of transacting
within a year. Consequently, all assets and liabilities associated with the
retail parks were reclassified to assets held for sale at 31 December 2019.
On transfer to ‘assets held for sale’, the retail parks property portfolio was
re-measured at the lower of the carrying amount and fair value less costs
to sell, in accordance with IFRS 5, resulting in a £92 million impairment
loss being recognised in 2019, predominantly a reflection of the portfolio
discount. Contracts were subsequently exchanged for the disposal of a
portfolio of seven properties in February 2020.
In April 2020, the purchaser notified the Group that it no longer intended
to complete on the portfolio sale, despite unconditional contracts having
been exchanged. The Group subsequently terminated the sale contract in
May 2020, retaining the £21 million non-refundable deposit held by
solicitors on exchange, which was recognised within “(loss)/profit on sale
of properties” in 2020.
Consequently, in May 2020, the Directors concluded that whilst the
Group remained committed to the plan to dispose of the retail parks
portfolio, this no longer met the criteria of ‘held for sale’ as defined by
IFRS 5 as the properties were not being actively marketed and it was not
anticipated that completion would be reached within the prescribed
12-month period. Therefore, the UK retail parks portfolio was reclassified
from assets held for sale in May 2020, and £22 million of the
aforementioned £92 million impairment was reversed, reflecting the
reversal of the portfolio discount applied at 31 December 2019, resulting
in a net revaluation deficit from the formal valuation at 31 December
2019 of £70 million.
At 31 December 2020, these properties did not meet the criteria for
reclassification to assets held for sale as discussions had not commenced,
they were not being actively marketed, and completion within 12 months
of the balance sheet date was not highly probable. Consequently, these
properties were neither reclassified to assets held for sale nor separately
identified as discontinued operations.
Year ended 31 December 2021
On 5 February 2021, the Group sold its 41% interest in Brent South
Shopping Park for gross proceeds of £22 million. On 19 May 2021, the
Group completed the sale of a further seven retail parks for gross
proceeds of £330 million. As this formed substantially all of an
identifiable segment of the business, the results from ‘UK retail parks’
for the current and comparative periods have been disclosed separately
from the rest of the business as discontinued operations. Refer to note 10
for details.
Residual properties previously included within the UK retail parks
portfolio were reclassified to the ‘Developments and other’ segment of
the business at their value of £5.9 million as at 30 June 2021 and do not
form part of discontinued operations. The residual properties formed a
very small proportion of the total UK retail parks segment and
consequently their retention does not impact the conclusion reached
regarding the aforementioned disposals constituting substantially all of
the business segment.
Investment in VIA Outlets
Year ended 31 December 2020
In June 2020, the Group entered into negotiations for the sale of
substantially all of its investment in VIA Outlets (VIA), subject to
retention of a 7.3% stake in VIA Outlets Zweibrücken B.V.
At 30 June 2020, management completed their assessment and
concluded that the proportion of investment in VIA identified for
disposal met the IFRS 5 criteria for ‘held for sale’ at 30 June 2020 as the
investment was being actively marketed at a reasonable price with an
expectation of transacting within a year. This was further evidenced by
the exchange of contracts for the sale of the investment on 6 August 2020.
Consequently, the proportion of the investment in joint venture to be
sold was reclassified to assets held for sale at 30 June 2020 at its carrying
value of £376 million and re-measured at the lower of the carrying
amount and fair value less costs of disposal, in accordance with IFRS 5.
The fair value was based upon the transaction price, which was in turn
linked to the net asset value of VIA, and resulted in a £104 million
impairment loss being recognised in the year ended 31 December 2020.
Following reclassification to assets held for sale, equity accounting ceased
and consequently, the Group’s share of results from VIA from 1 July 2020
to 31 October 2020 were included within the movement in impairment,
as these drove the underlying net asset value of the investment and
therefore the transaction price and fair value.
The residual investment in VIA Outlets Zweibrücken B.V., which is to be
retained for the foreseeable future, was reclassified from investments in
joint ventures to other investments when the sale of the majority stake in
VIA completed on 31 October 2020, as the Group no longer exercised
joint control or significant influence over the investment. The transfer to
other investments was recognised at its fair value on 31 October 2020 of
£9.8 million, based on the Group’s retained 7.3% share of the underlying
net assets of VIA Outlets Zweibrücken B.V., and subsequent changes in
fair value have been recognised in the consolidated income statement,
resulting in a £0.4 million increase in fair value of other investments
being recognised in 2021 (2020: £0.1 million decrease) as detailed in
note 10E.
Investment in Silverburn joint venture
Year ended 31 December 2021
On 14 December 2021, the Group exchanged contracts for the sale of all of
its 50% investment in Silverburn, Glasgow, with completion due in
March 2022. At the date of exchange, management concluded that the
IFRS 5 criteria were met as a reasonable price had been agreed,
management were committed to a plan to sell, the asset was available in
its present condition and completion within 12 months is highly
probable. Consequently, after revaluing the underlying property, based
on a Directors’ valuation at 14 December 2021, the Group’s investment in
the joint venture was reclassified to assets held for sale at its carrying
value of £72.3 million and re-measured at the lower of the carrying
amount and fair value less costs of disposal, in accordance with IFRS 5.
The fair value was based upon the transaction price and resulted in a
£0.9 million impairment loss after accounting for disposal costs being
recognised in the year ended 31 December 2021.
Following reclassification to assets held for sale, equity accounting ceased
and consequently, the Group’s share of results from Silverburn from
reclassification on 14 December 2021 to the date of its disposal will be
included within the movement in impairment as these drive the
underlying net asset value of the investment and therefore the
transaction price and fair value.
D. Significant estimates
Property valuations
The property portfolio is valued six-monthly by external valuers in
accordance with RICS Valuation – Global Standards and is split between
Cushman and Wakefield (C&W), CBRE Limited (CBRE) and Jones Lang
LaSalle Limited (JLL).
Valuation backdrop
The valuation of the Group’s properties, which are carried in the
consolidated balance sheet at fair value, totalling £5,372 million, on a
proportionally consolidated basis, including Value Retail, is the most
material area of estimation due to its inherent subjectivity, reliance on
assumptions and sensitivity to market fluctuations.
During the first half of 2021, the retail investment market continued to be
adversely impacted by the closure of non-essential shops, compounding
the recent structural changes and accelerating the shift online,
particularly in the UK. The second half of 2021 saw a noticeable
improvement in investment sentiment and transaction activity.
Key areas of estimate highlighted in the external valuers’ valuation
reports included estimation of market rents based on an increased level
of activity, the consideration of appropriate levels of void costs and
rent-free periods, the impact of extension of the rent moratorium in the
UK and the basis of yield assumptions recognising the selective return
of investor appetite towards the retail sector. However, the key
unobservable inputs into valuation as defined by IFRS 13 continue to be
yields (nominal equivalent yield) and market rental income (ERV).
At 31 December 2021, the material valuation uncertainty clause has been
removed from all of the Group’s valuations including Ireland, where it
was still in place at 31 December 2020. This has been replaced with a
market conditions explanatory note, in accordance with RICS guidance,
outlining the ongoing impact Covid-19 continues to have on global real
estate markets. The guidance states that property markets are mostly
functioning again, with transaction levels and sufficient other relevant
evidence available on which to base opinions of value.
102 Hammerson plc Annual Report 2021
www.hammerson.com 103
www.hammerson.com 103
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Valuation methodology
Investment properties, excluding properties held for development, are
valued by adopting the ‘investment method’ of valuation. This approach
involves applying capitalisation yields to estimated future rental income
streams reflecting contracted income reverting to ERV with appropriate
adjustments for income voids arising from vacancies, lease expiries or
rent-free periods. These capitalisation yields and future income streams
are derived from comparable property and leasing transactions and are
considered to be the key inputs to the valuations. Where comparable
evidence of yield movement is lacking, valuers are reliant on sentiment or
the movement of less comparable assets. At 31 December 2021, the
valuers had removed most of the specific Covid-19 allowances included at
the prior year end. Other factors that are taken into account include, but
are not limited to, the location and physical attributes of the property,
tenure, tenancy details, lease expiry profile, rent collection, local taxes,
structural and environmental conditions. With regards to the latter
factor, the valuers made no explicit adjustment to their valuations as at
31 December 2021 in respect of ESG matters. However, both the Group
and the valuers anticipate that ESG will have a greater influence on
valuations in the future as investment markets place a greater emphasis
on this topic and valuers comply with the RICS Guidance Note
Sustainability and ESG in Commercial Property Valuation, which took
effect from 31 January 2022.
A tailored approach is taken to the valuation of the Group’s development
properties due to their unique nature. In the case of on-site
developments, the approach applied is the ‘residual method’ of valuation,
which is the investment method of valuation as described above with a
deduction for all costs necessary to complete the development, together
with a further allowance for remaining risk and developers’ profit.
Properties held for future development are valued using the highest and
best use method, by adopting the higher of the residual method of
valuation allowing for all associated risks, and the investment method of
valuation for the existing asset.
Valuations of the Group’s premium outlets held by Value Retail are
calculated on a discounted cash flow basis, utilising key assumptions such
as net operating income, exit yield, discount rate and forecast sales
density growth
Inputs to the valuations, some of which are ‘unobservable’ as defined by
IFRS 13, include capitalisation yields (nominal equivalent yield) and
market rental income (ERV). These are dependent on individual market
characteristics, with markets in France and Ireland being stronger than
in the UK and are analysed by segment in the rental and valuation data
tables on pages 159 and 163 and the valuation change analysis in the
Financial review on page 29. All other factors remaining constant, an
increase in rental income would increase valuations, whilst increases in
capitalisation yields and discount rates would result in a fall in values and
vice versa. However, there are interrelationships between unobservable
inputs as they are determined by market conditions. For example, an
increase in rents may be offset by an increase in yield, resulting in no net
impact on the valuation.
As outlined in the Audit Committee report on page 64, the Directors
have satisfied themselves that the valuation process is sufficiently
rigorous and supports the carrying value of the Group’s properties in the
financial statements.
The tables below provide a sensitivity analysis, showing the impact
on valuations of changes in yields and market rental income, and
details of the maximum, minimum and average values of the key
unobservable inputs.
Key unobservable inputs sensitivity analysis – 31 December 2021
UK flagships
France flagships
Ireland flagships
Value Retail1
Group portfolio (excluding Developments and other)
Developments and other
Group portfolio (note 3B)
Investment
properties valuation
£m
1,135
990
659
1,894
4,678
694
5,372
Impact on valuation of 100bp
change in nominal equivalent yield
Impact on valuation of 10%
change in ERV
Decrease
£m
170
248
155
332
905
Increase
£m
(131)
(165)
(105)
(188)
(589)
Increase
£m
114
99
66
196
475
Decrease
£m
(114)
(99)
(66)
(196)
(475)
1. For Value Retail, the nominal equivalent yield and ERV are not key observable inputs. Exit yields and net operating income have therefore been used as proxies.
Key unobservable inputs – 31 December 2021
UK flagships
France flagships
Ireland flagships
Value Retail1
Minimum
£
177
362
342
700
Maximum
£
587
551
492
4,100
ERV p/m
Average
£
328
427
436
1,700
Minimum
%
6.8
4.5
5.2
5.3
Nominal equivalent yield
Average
%
7.7
5.0
5.3
5.7
Maximum
%
9.4
6.3
5.7
6.3
1. For Value Retail, valuations are performed on a discounted cash flow basis and ERV and the nominal equivalent yield are not key unobservable inputs. Net operating income and
exit yields have therefore been used as proxies. In addition, discount rates are used ranging from 8.5% and 10.0% (average of 9.3%).
Impairment of non-financial assets and liabilities
Most of the Group’s non-financial assets are investment properties and
are already carried at their fair value under IAS 40. Investments in joint
ventures and associates fall within the scope of IAS 28 and are therefore
only assessed for impairment where indicators of impairment exist as a
result of one or more events that occurred after the initial recognition of
the original investment.
Year ended 31 December 2020
Within the Group’s investments in premium outlets, notional goodwill
had arisen historically as the acquisition price exceeded the fair value of
the net assets acquired, principally associated with deferred tax
liabilities. As a consequence of recognising notional goodwill, the
carrying value of the investment in premium outlets historically
exceeded the Group’s share of the underlying net assets.
At 30 June 2020, given the uncertainty and challenging investment
markets following the pandemic, management no longer believed it was
appropriate to maintain a carrying value in excess of the underlying net
assets of the investee. The future cash flows of both investments are
captured by the property valuations. Consequently, the investments in
VIA Outlets and Value Retail were impaired by £9.6 million and
£94.3 million respectively in the six months ended 30 June 2020,
equivalent to the notional goodwill.
104 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
104
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Valuation methodology
Investment properties, excluding properties held for development, are
density growth
valued by adopting the ‘investment method’ of valuation. This approach
involves applying capitalisation yields to estimated future rental income
streams reflecting contracted income reverting to ERV with appropriate
adjustments for income voids arising from vacancies, lease expiries or
rent-free periods. These capitalisation yields and future income streams
are derived from comparable property and leasing transactions and are
considered to be the key inputs to the valuations. Where comparable
evidence of yield movement is lacking, valuers are reliant on sentiment or
the movement of less comparable assets. At 31 December 2021, the
valuers had removed most of the specific Covid-19 allowances included at
the prior year end. Other factors that are taken into account include, but
are not limited to, the location and physical attributes of the property,
tenure, tenancy details, lease expiry profile, rent collection, local taxes,
structural and environmental conditions. With regards to the latter
Valuations of the Group’s premium outlets held by Value Retail are
calculated on a discounted cash flow basis, utilising key assumptions such
as net operating income, exit yield, discount rate and forecast sales
Inputs to the valuations, some of which are ‘unobservable’ as defined by
IFRS 13, include capitalisation yields (nominal equivalent yield) and
market rental income (ERV). These are dependent on individual market
characteristics, with markets in France and Ireland being stronger than
in the UK and are analysed by segment in the rental and valuation data
tables on pages 159 and 163 and the valuation change analysis in the
Financial review on page 29. All other factors remaining constant, an
increase in rental income would increase valuations, whilst increases in
capitalisation yields and discount rates would result in a fall in values and
vice versa. However, there are interrelationships between unobservable
inputs as they are determined by market conditions. For example, an
increase in rents may be offset by an increase in yield, resulting in no net
impact on the valuation.
factor, the valuers made no explicit adjustment to their valuations as at
As outlined in the Audit Committee report on page 64, the Directors
31 December 2021 in respect of ESG matters. However, both the Group
have satisfied themselves that the valuation process is sufficiently
and the valuers anticipate that ESG will have a greater influence on
rigorous and supports the carrying value of the Group’s properties in the
valuations in the future as investment markets place a greater emphasis
financial statements.
on this topic and valuers comply with the RICS Guidance Note
Sustainability and ESG in Commercial Property Valuation, which took
effect from 31 January 2022.
The tables below provide a sensitivity analysis, showing the impact
on valuations of changes in yields and market rental income, and
details of the maximum, minimum and average values of the key
A tailored approach is taken to the valuation of the Group’s development
unobservable inputs.
1. For Value Retail, the nominal equivalent yield and ERV are not key observable inputs. Exit yields and net operating income have therefore been used as proxies.
properties due to their unique nature. In the case of on-site
developments, the approach applied is the ‘residual method’ of valuation,
which is the investment method of valuation as described above with a
deduction for all costs necessary to complete the development, together
with a further allowance for remaining risk and developers’ profit.
Properties held for future development are valued using the highest and
best use method, by adopting the higher of the residual method of
valuation allowing for all associated risks, and the investment method of
valuation for the existing asset.
Key unobservable inputs sensitivity analysis – 31 December 2021
UK flagships
France flagships
Ireland flagships
Value Retail1
Group portfolio (excluding Developments and other)
Developments and other
Group portfolio (note 3B)
Key unobservable inputs – 31 December 2021
UK flagships
France flagships
Ireland flagships
Value Retail1
£
177
362
342
700
Impairment of non-financial assets and liabilities
Most of the Group’s non-financial assets are investment properties and
are already carried at their fair value under IAS 40. Investments in joint
ventures and associates fall within the scope of IAS 28 and are therefore
only assessed for impairment where indicators of impairment exist as a
result of one or more events that occurred after the initial recognition of
the original investment.
Year ended 31 December 2020
Within the Group’s investments in premium outlets, notional goodwill
had arisen historically as the acquisition price exceeded the fair value of
the net assets acquired, principally associated with deferred tax
liabilities. As a consequence of recognising notional goodwill, the
104 Hammerson plc Annual Report 2021
Impact on valuation of 100bp
Impact on valuation of 10%
change in nominal equivalent yield
change in ERV
Investment
properties valuation
Decrease
Increase
Decrease
£m
1,135
990
659
1,894
4,678
694
5,372
£
587
551
492
£m
170
248
155
332
905
ERV p/m
Average
£
328
427
436
4,100
1,700
Increase
£m
(131)
(165)
(105)
(188)
(589)
£m
114
99
66
196
475
%
6.8
4.5
5.2
5.3
%
9.4
6.3
5.7
6.3
£m
(114)
(99)
(66)
(196)
(475)
%
7.7
5.0
5.3
5.7
Minimum
Maximum
Minimum
Maximum
Average
Nominal equivalent yield
carrying value of the investment in premium outlets historically
exceeded the Group’s share of the underlying net assets.
At 30 June 2020, given the uncertainty and challenging investment
markets following the pandemic, management no longer believed it was
appropriate to maintain a carrying value in excess of the underlying net
assets of the investee. The future cash flows of both investments are
captured by the property valuations. Consequently, the investments in
VIA Outlets and Value Retail were impaired by £9.6 million and
£94.3 million respectively in the six months ended 30 June 2020,
equivalent to the notional goodwill.
1. For Value Retail, valuations are performed on a discounted cash flow basis and ERV and the nominal equivalent yield are not key unobservable inputs. Net operating income and
exit yields have therefore been used as proxies. In addition, discount rates are used ranging from 8.5% and 10.0% (average of 9.3%).
Year ended 31 December 2021
Management have concluded that the ongoing impact of Covid-19 is
evidence of potential impairment and accordingly, an impairment
review of non-financial assets has again been undertaken, assessing
whether the carrying value of these investments exceeded the higher of
fair value less cost of disposal and the value in use.
Joint ventures and associates are accounted for under the equity
method, which in this case, equates to the Group’s share of the entity’s
Net Asset Value (NAV). NAV is based on the fair value of the assets and
liabilities. As the Group's investment in these joint ventures and
associates already equals the Group's share of the underlying net assets
of the relevant investee, of which the principal asset, investment
property, is already carried at fair value, the NAV is a reasonable
approximation for the recoverable amount under IAS 36, being the
higher of the value in use and fair value less cost of disposal.
One exception to the conclusion that the recoverable amount of
investments in joint ventures equates to the Group’s share of their
underlying net assets is in relation to the Highcross, Leicester joint
venture. At 31 December 2021, the secured loan within the Highcross
joint venture was in breach of its loan covenants. The Directors of the
joint venture are in discussions with the lenders to find a mutually
acceptable solution. In the event that agreement is not reached with the
lenders, there is a risk that the lenders accelerate the loan repayment,
which would precipitate the loan falling due immediately, or the lenders
could seek to enforce their rights over the joint venture’s assets.
Management have factored the above circumstances into the
impairment review for this investment in joint venture. Accordingly they
have concluded that both the fair value less cost of disposal and the value
in use of the joint venture are £nil. Consequently, the Group’s
investment in the Highcross joint venture has been impaired to £nil,
resulting in an impairment charge of £11.5 million being recognised in
the year.
Impairment of trade receivables and tenant incentives
The estimation of expected credit losses requires a degree of estimation
about future events and is therefore inherently subjective. In assessing
the current year provision, consideration has been given to the outturn
of the prior year provision.
Trade receivables
Consistent with the approach adopted at 31 December 2020, the
Group has applied the simplified approach under IFRS 9 and adopted
a provisioning matrix to determine the Expected Credit Loss (ECL).
Receivables have been grouped dependent on the risk level, taking into
account historical default rates, future expectations, credit ratings and
ageing and applying an appropriate provision percentage after taking
account of VAT, rent deposits and personal or corporate guarantees
held. Where information is available to suggest that a higher level
of provisioning is required, provision is made against 100% of the
trade receivable.
Intermittent closures throughout 2020 and 2021 of the vast majority of
non-essential retail across all regions as a result of the global pandemic,
coupled with government restrictions in the UK and France on
landlords’ ability to enforce rent collection, have continued to impact
rent collection rates. Although significantly lower than the prior year,
trade receivables remain higher than pre-pandemic levels at
£99.5 million at 31 December 2021 (2020: £170.3 million) on a
proportionally consolidated basis. Whilst the easing of restrictions has
supported the conclusion of occupier negotiations resulting in improved
collection rates, particularly in the UK and Ireland, and a resulting
reduction in gross trade receivables, the residual trade receivables are
older and more challenging to recover with the passage of time.
On a proportionally consolidated basis, after taking account of tenant
deposits, guarantees and VAT, a total provision of £53.3 million was
recognised at 31 December 2021, compared to £79.8 million at
31 December 2020, equivalent to a 76% provision (2020: 64%) against
receivables, net of VAT and rent deposits.
Differing provision rates across the segments reflect their respective
ageing profiles and government restrictions on ability to enforce
collection.
The table below analyses the total provision by region against the
respective trade receivable balances, and splits the provision between
amounts recognised before 31 December 2021 and those for which the
corresponding credit to the income statement has yet to be recognised.
On a proportionally consolidated basis, a 10 percentage point increase in
the loss allowance rate to 86% would reduce earnings by £7.1 million, or
£6.7 million on an adjusted basis.
Proportionally consolidated,
excluding premium outlets and
assets held for sale, including
trading properties
UK
France
Ireland
Managed portfolio
Less Share of Property
interests
Reported Group
Trade
receivables net
of deposits
and VAT
£m
38.4
25.6
6.5
70.5
Loss allowance
provision for
amounts
recognised in the
income statement
£m
23.4
21.7
4.2
49.3
Loss allowance
provision for
amounts not yet
recognised in the
income statement
£m
3.8
–
0.2
4.0
Trade
receivables
£m
46.3
45.2
8.0
99.5
2021
Total loss
allowance
provision
£m
27.2
21.7
4.4
53.3
Total loss
allowance
provision (net)
%
71
85
68
76
Trade
receivables
£m
101.4
51.3
17.6
170.3
2020
Total loss
allowance
provision
£m
53.1
18.9
7.8
79.8
(44.6)
54.9
(36.8)
33.7
(22.9)
26.4
(3.0)
1.0
(25.9)
27.4
70
81
(87.5)
82.8
(44.0)
35.8
The table below groups trade receivables and the associated provision for loss allowance by the level of credit risk, based on the ECL matrix approach
adopted at 31 December 2021, shown on both a proportionally consolidated and Reported Group basis.
2021 Proportionally consolidated
Trade
Loss
Net
receivables
allowance
receivable
£m
£m
£m
Trade
receivables
£m
2021 Reported Group
Net
receivable
£m
Loss
allowance
£m
2020 Proportionally consolidated
Trade
Loss
Net
receivables
allowance
receivables
£m
£m
£m
Trade
receivables
£m
2020 Reported Group
Net
receivables
£m
Loss
allowance
£m
Credit risk
Low
Medium
High
Very high
Total
35.3
8.6
17.0
38.6
99.5
(8.1)
(3.2)
(12.9)
(29.1)
(53.3)
27.2
5.4
4.1
9.5
46.2
22.4
6.3
9.3
16.9
54.9
(6.3)
(2.2)
(7.4)
(11.5)
(27.4)
16.1
4.1
1.9
5.4
27.5
52.7
18.7
34.0
64.9
170.3
(12.1)
(4.4)
(16.1)
(47.2)
(79.8)
40.6
14.3
17.9
17.7
90.5
25.4
12.3
16.0
29.1
82.8
(4.4)
(2.9)
(7.0)
(21.5)
(35.8)
21.0
9.4
9.0
7.6
47.0
www.hammerson.com 105
www.hammerson.com 105
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Tenant incentives
The ECL approach has also been applied to tenant incentives, by
grouping unamortised incentives dependent on the risk level, taking into
account historic default rates, future expectations, credit ratings and the
anticipated impact of Covid-19, and applying an appropriate provision
percentage. Unamortised lease incentives at 31 December 2021 totalled
£55.9 million (2020: £68.0 million) on a proportionally consolidated basis,
against which a provision of £12.9 million (2020: £14.8 million) has
been recognised.
The table below analyses the provision across the regions between the
proportionally consolidated portfolio and Reported Group. Provisioning
rates against unamortised tenant incentives are lower than those against
trade receivables as the credit risk of tenants not paying rent for future
periods, and hence unamortised tenant incentives not being recovered, is
lower than the credit risk on trade receivables currently overdue as a
result of the pandemic. A 10 percentage point increase in the impairment
provision rate would increase the total impairment charge by
£5.6 million on a proportionally consolidated basis.
UK1
France
Ireland
Managed portfolio
Less Share of Property interests
Reported Group
Unamortised
tenant
incentives
£m
37.2
11.8
6.9
55.9
(30.8)
25.1
Total loss
allowance
provision
£m
9.6
1.5
1.8
12.9
(6.1)
6.8
2021
Total loss
allowance
provision
%
26
13
26
23
20
27
Unamortised
tenant
incentives
£m
56.6
8.2
3.2
68.0
(23.7)
44.3
Total loss
allowance
provision
£m
12.8
1.1
0.9
14.8
(5.3)
9.5
2020
Total loss
allowance
provision
%
23
13
28
22
22
21
1. The sale of eight retail parks in 2021 reduced unamortised tenant incentives by £24.2 million.
E. Going concern
Introduction
The Directors have considered the adoption of the going concern basis of
preparation for the financial statements. To support the assessment the
Directors have performed a detailed review of the current and projected
financial position of the Group over the period to 30 June 2023. The
assessment period was chosen as it represents the first six monthly
covenant test date for the Group’s unsecured borrowing facilities falling
due after the minimum 12 months going concern assessment period.
This review took account of the Group’s risk environment as explained
on pages 36 to 43 and involved preparing two scenarios: a ‘Base’ scenario
and a ‘Severe but plausible’ scenario. The scenarios assessed the Group’s
income statement, balance sheet, cash flow and liquidity positions and
included projections and stress tests for the financial covenants within
the Group’s borrowing facilities and secured loans held within joint
ventures and associates.
Financial position backdrop
Over the last 12 months, the uncertainties and disruption caused
by the Covid-19 pandemic have eased and trading conditions have
improved following relaxation of Covid-19 restrictions across the
Group’s operations.
Over this period, the Group has completed a number of major
transactions as follows:
– Completed or exchanged disposals totalling £623 million, including
the sale of a portfolio of UK retail parks for £330 million
– Issuance of a €700 million 1.75% sustainability-linked bond maturing
in 2027. The proceeds of this issue, along with the proceeds from
disposals, were used to repay €765 million of bonds, due to mature in
2022 and 2023, and £297 million of private placement notes
– Refinancing of a £415 million revolving credit facility (“RCF”),
which was due to mature in April 2022, with two new RCFs totalling
£200 million maturing in 2024 but with options, subject to lender
consent, to extend annually for up to an additional two years
These, when combined with the stabilisation and improved outlook of
the Group’s property valuations, have significantly strengthened the
Group’s balance sheet and financial position. At 31 December 2021,
the Group net debt was £1,819 million, £415 million lower than at the
start of the year. The Group had liquidity of £1,464 million, gearing
of 67%, and interest cover of 2.5 times. There is also no material
unsecured refinancing required until 2025 which is not covered by
available liquidity.
At 31 December 2021, all borrowings in the Reported Group were
unsecured and were subject to covenants relating to the Group’s gearing,
interest cover and unencumbered asset ratio, the latter covenant only
being applicable to the private placement notes.
In addition, three of the Group’s joint ventures and Value Retail have
secured loans; the Group’s share of these borrowings is £374 million and
£757 million respectively. These secured facilities are subject to
covenants, principally relating to loan-to-value and interest cover. They
are non-recourse to the Group which means that the lenders only have
security over the property assets held by the joint venture or Value Retail
and the Group is not liable for any repayment shortfall. Also a covenant
breach or acceleration of any of these facilities would not cause a cross-
default under any of the Group’s unsecured borrowings or any of the
other secured loans.
The Group’s going concern assessment has taken into account the
forecast position of each of the secured loans relative to their individual
covenants. The loan secured on Highcross, Leicester was in breach of its
covenants at 31 December 2021 while the loan secured on O’Parinor,
Aulnay-Sous-Bois matures at the end of the going concern period.
Therefore, for modelling purposes only, it has been assumed that the
banks enforce their security over both of the loans and the Group fully
impairs its equity investments which totals £22 million at 31 December
2021. The loan secured against Dundrum is forecast to remain compliant
with its covenants over the going concern assessment period in both the
Base and Severe but plausible scenarios. Further details of the Group’s
financing are explained in the Financial review on page 33.
106 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
106
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Tenant incentives
The table below analyses the provision across the regions between the
proportionally consolidated portfolio and Reported Group. Provisioning
The ECL approach has also been applied to tenant incentives, by
rates against unamortised tenant incentives are lower than those against
grouping unamortised incentives dependent on the risk level, taking into
trade receivables as the credit risk of tenants not paying rent for future
account historic default rates, future expectations, credit ratings and the
periods, and hence unamortised tenant incentives not being recovered, is
anticipated impact of Covid-19, and applying an appropriate provision
lower than the credit risk on trade receivables currently overdue as a
percentage. Unamortised lease incentives at 31 December 2021 totalled
result of the pandemic. A 10 percentage point increase in the impairment
£55.9 million (2020: £68.0 million) on a proportionally consolidated basis,
provision rate would increase the total impairment charge by
against which a provision of £12.9 million (2020: £14.8 million) has
£5.6 million on a proportionally consolidated basis.
been recognised.
Unamortised
tenant
incentives
Total loss
allowance
provision
2021
Total loss
allowance
provision
Unamortised
tenant
incentives
Total loss
allowance
provision
2020
Total loss
allowance
provision
£m
37.2
11.8
6.9
55.9
(30.8)
25.1
£m
9.6
1.5
1.8
12.9
(6.1)
6.8
%
26
13
26
23
20
27
£m
56.6
8.2
3.2
68.0
(23.7)
44.3
£m
12.8
1.1
0.9
14.8
(5.3)
9.5
%
23
13
28
22
22
21
UK1
France
Ireland
Managed portfolio
Less Share of Property interests
Reported Group
E. Going concern
Introduction
1. The sale of eight retail parks in 2021 reduced unamortised tenant incentives by £24.2 million.
The Directors have considered the adoption of the going concern basis of
preparation for the financial statements. To support the assessment the
Directors have performed a detailed review of the current and projected
financial position of the Group over the period to 30 June 2023. The
assessment period was chosen as it represents the first six monthly
covenant test date for the Group’s unsecured borrowing facilities falling
due after the minimum 12 months going concern assessment period.
This review took account of the Group’s risk environment as explained
on pages 36 to 43 and involved preparing two scenarios: a ‘Base’ scenario
and a ‘Severe but plausible’ scenario. The scenarios assessed the Group’s
income statement, balance sheet, cash flow and liquidity positions and
included projections and stress tests for the financial covenants within
the Group’s borrowing facilities and secured loans held within joint
ventures and associates.
Financial position backdrop
Over the last 12 months, the uncertainties and disruption caused
by the Covid-19 pandemic have eased and trading conditions have
improved following relaxation of Covid-19 restrictions across the
Group’s operations.
Over this period, the Group has completed a number of major
transactions as follows:
These, when combined with the stabilisation and improved outlook of
the Group’s property valuations, have significantly strengthened the
Group’s balance sheet and financial position. At 31 December 2021,
the Group net debt was £1,819 million, £415 million lower than at the
start of the year. The Group had liquidity of £1,464 million, gearing
of 67%, and interest cover of 2.5 times. There is also no material
unsecured refinancing required until 2025 which is not covered by
available liquidity.
At 31 December 2021, all borrowings in the Reported Group were
unsecured and were subject to covenants relating to the Group’s gearing,
interest cover and unencumbered asset ratio, the latter covenant only
being applicable to the private placement notes.
In addition, three of the Group’s joint ventures and Value Retail have
secured loans; the Group’s share of these borrowings is £374 million and
£757 million respectively. These secured facilities are subject to
covenants, principally relating to loan-to-value and interest cover. They
are non-recourse to the Group which means that the lenders only have
security over the property assets held by the joint venture or Value Retail
and the Group is not liable for any repayment shortfall. Also a covenant
breach or acceleration of any of these facilities would not cause a cross-
default under any of the Group’s unsecured borrowings or any of the
other secured loans.
The Group’s going concern assessment has taken into account the
forecast position of each of the secured loans relative to their individual
– Completed or exchanged disposals totalling £623 million, including
covenants. The loan secured on Highcross, Leicester was in breach of its
the sale of a portfolio of UK retail parks for £330 million
– Issuance of a €700 million 1.75% sustainability-linked bond maturing
in 2027. The proceeds of this issue, along with the proceeds from
disposals, were used to repay €765 million of bonds, due to mature in
2022 and 2023, and £297 million of private placement notes
– Refinancing of a £415 million revolving credit facility (“RCF”),
which was due to mature in April 2022, with two new RCFs totalling
£200 million maturing in 2024 but with options, subject to lender
consent, to extend annually for up to an additional two years
covenants at 31 December 2021 while the loan secured on O’Parinor,
Aulnay-Sous-Bois matures at the end of the going concern period.
Therefore, for modelling purposes only, it has been assumed that the
banks enforce their security over both of the loans and the Group fully
impairs its equity investments which totals £22 million at 31 December
2021. The loan secured against Dundrum is forecast to remain compliant
with its covenants over the going concern assessment period in both the
Base and Severe but plausible scenarios. Further details of the Group’s
financing are explained in the Financial review on page 33.
Scenario assumptions
The Base scenario was constructed from the Group’s annual business
plan (the “Plan”), which was approved by the Board in December 2021.
Although for the purposes of assessing going concern, the scenarios
excluded disposals and refinancing forecast in the Plan. As levels of
uncertainty reduced in the second half of 2021 and trading conditions
improved, this scenario envisages a slow but steady recovery from the
Covid-19 pandemic over the course of 2022 with leasing volumes and
collections returning to pre-pandemic levels from 2023. It also assumes
that valuation capitalisation yields remain stable and, as witnessed in
investment markets since 30 June 2021, liquidity and investor appetite
for retail assets continue to strengthen.
However, the Board recognises that uncertainty and downside risks
remain, particularly from the emergence of new variants of the Covid-19
virus that may result in governments re-imposing containment
measures, such as social distancing or trading restrictions on certain
types of commercial activity. The Group’s Severe but plausible scenario
has been prepared to incorporate the downside impact on occupational
and investment markets that it would envisage in such a challenging
environment. Under this scenario, NRI in both 2022 and 2023 is forecast
to be over 40% lower, on a like-for-like basis, when compared with 2019
due to:
– Significant expected credit loss provisions associated with lower rent
collections
– Rent concessions to mitigate the impact on occupiers of either a
significant downturn in trade or enforced store closures
– An allowance for the costs associated with tenant restructuring
– Weaker leasing performance, with increase void costs
– Reduced variable income from turnover rent, car parks and
commercialisation
In the Severe but plausible scenario, it is also assumed that any Covid-19
trading restrictions would also significantly reduce the Group’s share of
earnings from Value Retail, where income is more heavily turnover-
based. This scenario assumes that, compared to 2019, the Group’s share
of adjusted earnings would be approximately two-thirds lower in 2022
and almost 50% lower in 2023.
Associated with this adverse occupational environment, in the Severe
but plausible scenario, property valuations are predicted to fall and
forecast returns are materially worse than the Base scenario and
available external benchmarks. The assumptions in the Severe but
plausible scenario result in the Group recording a capital return of -8%
over the going concern period. This reflects total forecast valuation
reductions for the managed portfolio of approximately –10% and Value
Retail of approximately –5%.
Value Retail is financed independently of the Group, predominately with
borrowings secured against individual Villages. While Value Retail is
incorporated into the Group’s going concern assessment, it also
undertakes its own assessment.
Excluding refinancing requirements (see below), from an operational
perspective, Value Retail is forecast to have adequate resources to meet
its liabilities over at least the next 12 months in both a Base and Severe
but plausible scenario. Two of the Villages have secured loans maturing
over the Group’s going concern assessment period as follows:
Village
La Vallée
Bicester
Maturity
June 2022
December 2022
Loan at 100%
£m
285
750
1,035
Group’s share
£m
75
376
451
Figures reflect gross borrowings, excluding unamortised finance fees.
Both the Group’s Directors and Value Retail management remain
confident that the loans maturing in 2022 will be successfully refinanced.
This confidence is based on a number of factors:
– Value Retail’s trading performance and outlook has recovered
strongly during 2021
– Recent refinancing performance, where since 30 June 2021, Value
Retail has refinanced two maturing loans, increasing their size, on
broadly unchanged terms
– The maturing loans currently have low loan-to-value levels of less
than 40%
– Lender discussions have already commenced on both the loans
maturing in 2022, with the La Vallée refinancing in advance
discussions
From a going concern perspective, Value Retail does not forecast having
sufficient liquidity to fully repay these maturing loans in either their Base
or Severe but plausible scenarios. Therefore, this refinancing risk creates
a material uncertainty for Value Retail’s going concern assessment that
has been factored into the Group’s overall going concern assessment.
Scenario outcomes
i. Outcomes excluding Value Retail refinancing risks
Under both the Base and Severe but plausible scenarios the Group
retains significant liquidity over the going concern period and is able to
meet its obligations as they fall due.
In the Base scenario, the Group remains comfortably compliant with all
its unsecured borrowing covenants.
In the Severe but plausible scenario, the adverse valuation reductions in
this scenario result in the unencumbered asset ratio at 30 June 2023
falling just below the covenant of 150%. This covenant is only applicable
to the Group’s private placement notes, which totalled £216 million at
31 December 2021. Hence, in this scenario only, the Group is assumed to
use its forecast liquidity to redeem the notes ahead of their maturities for
their outstanding value plus a make-whole amount to remove this
covenant and hence remain in compliance with the other unsecured
borrowing covenants over the going concern period.
ii. Outcomes including Value Retail refinancing risks
Value Retail has £1,035 million (Group’s share £451 million) of loans
maturing over the period to 30 June 2023. While, as explained above, the
Group’s Directors and Value Retail management remain confident that
the maturing loans will be successfully refinanced, at the date of this
assessment this refinancing has not yet been completed and for going
concern purposes the Directors have assessed the impact on the Group if
these loans were not refinanced ahead of maturity.
In both the Base and Severe but plausible scenarios, if the Value Retail
loans are not refinanced and the lenders enforced their security over the
individual properties, the Group has sufficient forecast headroom in its
unsecured banking covenants to withstand a full impairment of its net
investment in these two Villages. While the Directors would not expect a
full impairment to be recognised in these circumstances, this outcome
demonstrates the Group’s ability to withstand such an adverse outcome,
even in the Severe but plausible scenario.
Mitigating actions
In addition to the confidence and ongoing discussions regarding the
refinancing of the maturing loans held by Value Retail, the successful
delivery of the Group strategy will strengthen the Group’s financial
position. From a going concern perspective, a key element of this is to
deliver a resilient and sustainable capital structure through the
completion of a disciplined disposals programme.
106 Hammerson plc Annual Report 2021
www.hammerson.com 107
www.hammerson.com 107
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Whilst not factored into the going concern assessment, as transactions
have not yet been contracted, the Directors remain confident over the
Group’s ability to complete disposals as planned. Even in challenging
markets, the Group has completed or exchanged disposals with proceeds
in excess of £1.0 billion since the beginning of 2020 and the diversity of
the Group’s portfolio, in terms of location and sector, provides access to a
range of investment markets. The precise impact of disposals on the
Group’s going concern projections would be dependent on the timing of
a sale, the level of proceeds relative to book value, the ownership
structure and whether any debt is secured against the properties sold.
Conclusion
Having undertaken the assessment described above, given the significant
forecast liquidity and the unsecured borrowing gearing and interest
cover covenant headroom over the going concern period which is able to
withstand Value Retail’s refinancing risks, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence and meet its liabilities as they fall due
for at least the next 12 months. Therefore, the financial statements have
been prepared on the going concern basis.
F. Other financial information
Transition from LIBOR
The Group currently references GBP LIBOR in a number of areas across
the business. These include treasury and financing transactions. With
effect from 31 December 2021, GBP LIBOR has been replaced by SONIA
(Sterling Overnight Index Average). As at the date of signing the financial
statements, the Group is in the process of updating all relevant
agreements, and the transition is not expected to have any material
impact on the business. Further details relating to the Group’s
assessment of the risks regarding the transformation can be found in
‘Risks and uncertainties’ on page 36 of the Annual Report. In addition,
specific transition-related disclosures as required by IFRS 7 ‘Financial
Instruments – disclosures’ are as disclosed in note 21.
Basis of consolidation
Subsidiaries
Subsidiaries are 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.
The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the
date that control ceases. All intragroup transactions, balances, income
and expenses are eliminated on consolidation.
Joint operations, joint ventures and associates
The accounting treatment for joint operations, joint ventures and
associates requires an assessment to determine the degree of control
or influence that the Group may exercise over them and the form of
that control.
The Group’s interest in joint arrangements is classified as either:
1. a joint operation, not operated through an entity, whereby the joint
controlling parties have rights to the assets and obligations for the
liabilities, relating to the arrangement; or
2. a joint venture, whereby the joint controlling parties have rights
to the net assets of the arrangement.
The Group’s interests in its joint arrangements are commonly driven
by the terms of partnership agreements, which ensure that control is
shared between the partners.
Associates are those entities over which the Group is in a position to
exercise significant influence, but not control or joint control.
The Group’s share of interests in joint operations is proportionally
consolidated into the Group financial statements.
The results, assets and liabilities of joint ventures and associates are
accounted for using the equity method. Investments in joint ventures
and associates are carried in the consolidated balance sheet at cost as
adjusted for post-acquisition changes in the Group’s share of the net
assets of the joint venture or associate, less any impairment. Losses of a
joint venture or associate in excess of the Group’s interest in that entity
are recognised only to the extent that the Group has incurred legal or
constructive obligations or made payments on behalf of the entity.
Loans to joint ventures and associates are separately presented from
equity interests within the notes to the financial statements, although
aggregated in the Group’s consolidated balance sheet. Where the Group’s
share of losses in a joint venture equals or exceeds its interest in the
entity, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the other entity. The Group
eliminates upstream and downstream transactions with its joint
ventures, including interest and management fees.
Distributions and income associated with the underlying operating
profit of joint ventures are included within “Cash flows from operating
activities” within the Cash flow statements, whilst all other cash flows are
recognised as investing activities. Distributions reduce the carrying value
of the Group’s investments in joint ventures and associates.
Accounting for acquisitions
An acquisition is recognised when the risks and rewards of ownership
have transferred. This is usually on completion of the transaction.
Business combinations are accounted for using the acquisition method.
Any excess of the purchase consideration over the fair value of the net
assets acquired is recognised as goodwill, and reviewed annually for
impairment. Any discount received or acquisition-related costs are
recognised in the consolidated income statement.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into sterling at
exchange rates approximating to the exchange rate ruling 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, unless they relate to the hedging
of the net investment in foreign operations, differences arising on
translation are recognised in the consolidated income statement.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and
fair value adjustments arising on consolidation, are translated into
sterling at the exchange rates ruling at the balance sheet date.
The operating income and expenses of foreign operations are translated
into sterling at the average exchange rates for the year. Significant
transactions, such as property sales, are translated at the foreign
exchange rate ruling at the date of each transaction.
The principal exchange rate used to translate foreign currency-
denominated amounts in the consolidated balance sheet is the rate
at the end of the year, £1 = €1.191 (2020: £1 = €1.117). The principal
exchange rates used for the consolidated income statement are the
following quarterly average rates:
Quarter 1
Quarter 2
Quarter 3
Quarter 4
2021
£1 = €1.145
£1 = €1.160
£1 = €1.169
£1 = €1.179
2020
£1 = €1.161
£1 = €1.127
£1 = €1.105
£1 = €1.108
Net investment in foreign operations
Exchange differences arising from the translation of the net investment
in foreign operations are taken to the translation reserve. They are
released to the consolidated income statement upon disposal of the
foreign operation.
108 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
108
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Whilst not factored into the going concern assessment, as transactions
have not yet been contracted, the Directors remain confident over the
Group’s ability to complete disposals as planned. Even in challenging
markets, the Group has completed or exchanged disposals with proceeds
in excess of £1.0 billion since the beginning of 2020 and the diversity of
the Group’s portfolio, in terms of location and sector, provides access to a
range of investment markets. The precise impact of disposals on the
Group’s going concern projections would be dependent on the timing of
a sale, the level of proceeds relative to book value, the ownership
structure and whether any debt is secured against the properties sold.
Conclusion
Having undertaken the assessment described above, given the significant
forecast liquidity and the unsecured borrowing gearing and interest
The results, assets and liabilities of joint ventures and associates are
accounted for using the equity method. Investments in joint ventures
and associates are carried in the consolidated balance sheet at cost as
adjusted for post-acquisition changes in the Group’s share of the net
assets of the joint venture or associate, less any impairment. Losses of a
joint venture or associate in excess of the Group’s interest in that entity
are recognised only to the extent that the Group has incurred legal or
constructive obligations or made payments on behalf of the entity.
Loans to joint ventures and associates are separately presented from
equity interests within the notes to the financial statements, although
aggregated in the Group’s consolidated balance sheet. Where the Group’s
share of losses in a joint venture equals or exceeds its interest in the
entity, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the other entity. The Group
eliminates upstream and downstream transactions with its joint
cover covenant headroom over the going concern period which is able to
ventures, including interest and management fees.
withstand Value Retail’s refinancing risks, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence and meet its liabilities as they fall due
for at least the next 12 months. Therefore, the financial statements have
been prepared on the going concern basis.
F. Other financial information
Transition from LIBOR
The Group currently references GBP LIBOR in a number of areas across
the business. These include treasury and financing transactions. With
effect from 31 December 2021, GBP LIBOR has been replaced by SONIA
(Sterling Overnight Index Average). As at the date of signing the financial
statements, the Group is in the process of updating all relevant
agreements, and the transition is not expected to have any material
impact on the business. Further details relating to the Group’s
assessment of the risks regarding the transformation can be found in
‘Risks and uncertainties’ on page 36 of the Annual Report. In addition,
specific transition-related disclosures as required by IFRS 7 ‘Financial
Instruments – disclosures’ are as disclosed in note 21.
Basis of consolidation
Subsidiaries
Subsidiaries are 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.
Distributions and income associated with the underlying operating
profit of joint ventures are included within “Cash flows from operating
activities” within the Cash flow statements, whilst all other cash flows are
recognised as investing activities. Distributions reduce the carrying value
of the Group’s investments in joint ventures and associates.
Accounting for acquisitions
An acquisition is recognised when the risks and rewards of ownership
have transferred. This is usually on completion of the transaction.
Business combinations are accounted for using the acquisition method.
Any excess of the purchase consideration over the fair value of the net
assets acquired is recognised as goodwill, and reviewed annually for
impairment. Any discount received or acquisition-related costs are
recognised in the consolidated income statement.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into sterling at
exchange rates approximating to the exchange rate ruling 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, unless they relate to the hedging
of the net investment in foreign operations, differences arising on
translation are recognised in the consolidated income statement.
Financial statements of foreign operations
The financial statements of subsidiaries are included in the consolidated
The assets and liabilities of foreign operations, including goodwill and
financial statements from the date that control commences until the
fair value adjustments arising on consolidation, are translated into
date that control ceases. All intragroup transactions, balances, income
sterling at the exchange rates ruling at the balance sheet date.
and expenses are eliminated on consolidation.
Joint operations, joint ventures and associates
The accounting treatment for joint operations, joint ventures and
associates requires an assessment to determine the degree of control
or influence that the Group may exercise over them and the form of
that control.
The Group’s interest in joint arrangements is classified as either:
1. a joint operation, not operated through an entity, whereby the joint
controlling parties have rights to the assets and obligations for the
liabilities, relating to the arrangement; or
2. a joint venture, whereby the joint controlling parties have rights
to the net assets of the arrangement.
The Group’s interests in its joint arrangements are commonly driven
by the terms of partnership agreements, which ensure that control is
shared between the partners.
Associates are those entities over which the Group is in a position to
exercise significant influence, but not control or joint control.
The Group’s share of interests in joint operations is proportionally
consolidated into the Group financial statements.
The operating income and expenses of foreign operations are translated
into sterling at the average exchange rates for the year. Significant
transactions, such as property sales, are translated at the foreign
exchange rate ruling at the date of each transaction.
The principal exchange rate used to translate foreign currency-
denominated amounts in the consolidated balance sheet is the rate
at the end of the year, £1 = €1.191 (2020: £1 = €1.117). The principal
exchange rates used for the consolidated income statement are the
following quarterly average rates:
Quarter 1
Quarter 2
Quarter 3
Quarter 4
2021
£1 = €1.145
£1 = €1.160
£1 = €1.169
£1 = €1.179
2020
£1 = €1.161
£1 = €1.127
£1 = €1.105
£1 = €1.108
Net investment in foreign operations
Exchange differences arising from the translation of the net investment
in foreign operations are taken to the translation reserve. They are
released to the consolidated income statement upon disposal of the
foreign operation.
Finance costs
Net finance costs
Net finance costs include interest payable on debt, derivative financial
instruments, interest on head leases and other lease obligations, debt
and loan facility cancellation costs, net of interest capitalised, interest
receivable on funds invested and derivative financial instruments, and
changes in the fair value of derivative financial instruments.
Capitalisation of interest
Interest is capitalised if it is directly attributable to the acquisition,
construction or production of development properties or the significant
redevelopment of investment properties. Capitalisation commences
when the activities to develop the property start on site and continues
until the property is substantially ready for its intended use, normally
practical completion. Capitalised interest is calculated with reference to
the actual rate payable on borrowings for development purposes or, for
that part of the development cost financed out of general funds, at the
Group’s weighted average interest rate.
Property portfolio
Investment properties
Investment properties are stated at fair value, being market value
determined by professionally qualified external valuers, and changes
in fair value are included in the consolidated income statement.
Expenditure incurred on investment properties is capitalised where
it is probable that the future economic benefits associated with the
investment property will flow to the entity, and the cost can be
reliably measured. This includes the recognition of capitalised tenant
incentives, less amortisation and impairment, capitalised interest and
other capital expenditure.
Further details are given in note 13.
Accounting for disposals
Properties are recognised as disposed when control transfers to the
buyer. Ordinarily, as the Group maintains significant outstanding
obligations after exchange, control passes to the buyer on completion.
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, unless reclassified to assets held for sale prior to
disposal. Where a corporate entity, whose primary asset is a property,
is disposed, the associated gains or losses on the sale of the entity are
included within the profit or loss on sale of properties.
Accounting for assets held for sale
A property may be classed as ‘held for sale’ and excluded from investment
properties if it meets the criteria of IFRS 5 at the balance sheet date.
If an investment in a joint venture or associate is reclassified to assets
held for sale, equity accounting ceases on the date of reclassification and
any subsequent movements in the fair value are recognised as
impairment gains or losses. However, earnings relating to this period are
included in adjusted earnings as detailed in note 12.
In the event that assets held for sale form an identifiable business
segment, the results for both the current and prior year are reclassified
as ‘discontinued operations’.
Cash, receivables, other investments, payables
and borrowings
Cash and cash equivalents and restricted monetary assets
Cash and cash equivalents comprise cash and short term bank
deposits with an original maturity of three months or less which
are readily accessible.
Restricted monetary assets relate to cash balances which legally belong
to the Group but which the Group cannot readily access, including cash
and monies held in escrow accounts for a specified purpose. These do not
meet the definition of cash and cash equivalents and consequently are
presented separately from cash and deposits in the consolidated
balance sheet.
Trade and other receivables and payables
Trade and other receivables and payables are initially measured at fair
value, subsequently measured at amortised cost and, where the effect
is material, discounted to reflect the time value of money. Trade and
other receivables are shown net of any loss allowance provision.
Loans receivable
Loans receivable are financial assets which are initially measured at fair
value, plus acquisition costs, and are subsequently measured at
amortised cost, using the effective interest method, less any impairment.
Other investments
Other investments are initially recognised at fair value and subsequently
remeasured at fair value, with changes recognised in the consolidated
income statement.
Borrowings
Borrowings are recognised initially at fair value, after taking account of
any discount on issue and attributable transaction costs. Subsequently,
borrowings are held at amortised cost, such that discounts and costs are
charged as finance costs to the consolidated income statement over the
term of the borrowing at a constant return on the carrying amount of
the liability.
Derivative financial instruments
The Group uses derivative financial instruments to economically hedge
its exposure to foreign currency movements and interest rate risks.
Hedge accounting is applied in respect of net investments in foreign
operations and of debt raised in non-functional currencies. Derivative
financial instruments are recognised initially at fair value, which equates
to cost and subsequently remeasured at fair value, with changes in fair
value being included in the consolidated income statement, except
where hedge accounting is applied.
Derivative financial instruments are presented as current assets or
liabilities if they are expected to be settled within 12 months after the
end of the reporting period, otherwise they are held as non-current
assets or liabilities.
The fair value gain or loss on remeasurement of derivative financial
instruments and the exchange differences on non-derivative financial
instruments that are designated in a net investment hedge are
recognised in the net investment hedge reserve in total comprehensive
income, to the extent they are effective, and the ineffective portion is
recognised in the consolidated income statement within net finance
costs. Amounts are reclassified from the net investment hedge reserve to
the consolidated income statement when the associated hedged item is
disposed of.
The fair value gain or loss on re-measurement of derivative financial
instruments that are designated in a cash flow hedge are recognised in
the cash flow hedge reserve in total comprehensive income, to the extent
they are effective, and the ineffective portion is recognised in the
consolidated income statement within net finance costs. Amounts are
reclassified from the cash flow hedge reserve to the consolidated income
statement when the associated hedged transaction affects the
consolidated income statement.
Cash movements relating to derivative financial instruments are
included within the net increase or decrease in borrowings in the cash
flow statement.
108 Hammerson plc Annual Report 2021
www.hammerson.com 109
www.hammerson.com 109
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Leasehold properties
The Group owns a number of properties on long leaseholds. These are
leased out to tenants under operating leases, are classified as investment
properties, and included in the balance sheet at fair value. The obligation
to the freeholder or superior leaseholder for the buildings element of the
leasehold is included in the balance sheet at the present value of the
minimum lease payments at inception. Payments to the freeholder or
superior leaseholder are apportioned between a finance charge and a
reduction of the outstanding liability. The finance charge is allocated to
each period during the lease term so as to produce a constant periodic
rate of interest on the remaining balance of the liability.
Contingent rents payable, such as rent reviews or those related to rental
income, are charged as an expense in the period in which they are
incurred. An asset equivalent to the leasehold obligation is recorded
in the consolidated balance sheet within ‘Interests in leasehold
properties’, and is depreciated over the lease term.
Trading properties
Investment properties previously held for capital appreciation but
subsequently held for future sale, are transferred to trading properties at
the fair value at the date of transfer and subsequently measured at the
lower of cost and net realisable value.
Right-of-use assets
The Group has leases for each of its offices in London, Dublin, Paris and
Reading. IFRS 16 requires a lessee to recognise, for each lease, a right-of-
use asset and related lease liability representing the obligation to make
lease payments. Interest expense on the lease liability and depreciation on
the right-of-use asset is recognised in the consolidated income statement.
Tenant leases
Management has exercised judgement in considering the potential
transfer of the risks and rewards of ownership, in accordance with
IFRS 16 Leases, for properties leased to tenants and has determined that
such leases are operating leases. Payments made under operating leases
are charged to the consolidated income statement on a straight-line basis
over the lease term.
Rental income and lease incentives are recognised in accordance with
IFRS 16 Leases. Rental income from investment property is recognised
as revenue on a straight-line basis over the lease term. Lease incentives
and costs associated with entering into tenant leases are amortised over
the lease term. Rent waivers granted during the Covid-19 period have
been recognised as lease modifications under IFRS 16 and amortised
from the date of agreement to the end of the lease term. Rent reviews are
recognised when such reviews have been agreed with tenants.
Car park income, service charge income, property fee income and joint
venture and associate management fees are recognised in accordance
with IFRS 15 Revenue from contracts with customers, which prescribes
the use of a five-step model for the recognition of revenue. Revenue
across these streams is recognised in accordance with the following
performance obligations:
– Car park income is recognised as a point in time when the customer
has utilised their car parking space
– Service charge income, property fee income and joint venture and
associate management fees are recognised over the period the
respective services are provided to corresponding third parties
Impairment provisioning
The Group applies the simplified approach under IFRS 9 to determine
the Expected Credit Loss (ECL) on trade receivables and unamortised
tenant incentives. In addition to the existing loss allowance provision,
which is based on income earned to the end of the current reporting
period, two additional sources of impairment losses became material
in 2020:
– Provision for impairment of unamortised tenant incentives: The
movement in the loss allowance provision in the period against
unamortised tenant incentives held within investment properties,
including cash incentives and rent free periods, included within other
property outgoings
– Provision for amounts not yet recognised in the income statement:
The movement in the loss allowance in the period against trade
receivables at the balance sheet date which relate to a future reporting
period and where the corresponding liability is classified within
payables, including rent and service charge arrears
Depreciation
In accordance with IAS 40 Investment Property, no depreciation
is provided in respect of investment properties, which are carried at
fair value.
Government grants
In accordance with IAS 20, any government grants received in relation to
the Covid-19 pandemic are being recognised as income over the period
for which it is intended to compensate.
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation.
Depreciation is charged to the consolidated income statement on a
straight-line basis over the estimated useful life, which is generally
between three and five years, or in the case of leasehold improvements,
the lease term.
Revenue
Revenue comprises gross rental income (consisting of base and turnover
rents, income from car parks, lease incentive recognition and other
rental income), service charge income, property fee income and joint
venture and associate management fees as set out in note 4 of the
financial statements. These income streams are recognised in the period
to which they relate.
Management fees
Management fees are recognised in the period to which they relate.
Performance fee-related elements are recognised when the fee can be
reliably estimated.
Employee benefits
Defined contribution pension plans
Obligations for contributions to defined contribution pension plans are
charged to the consolidated income statement as incurred.
Defined benefit pension plans
The Group’s net obligation in respect of defined benefit pension plans
comprises the amount of future benefit that employees have earned,
discounted to determine a present value, less the fair value of the pension
plan assets. The calculation is performed by a qualified external actuary
using the projected unit credit method. Actuarial gains and losses are
recognised in equity. Where the assets of a plan are greater than its
obligations, the asset included in the consolidated balance sheet is
limited to the present value of any future refunds from the plan or
reduction in future contributions to the plan.
In accordance with IFRIC 14, the Group recognises a pension surplus on
a defined benefit pension plan if it has a legal right to receive that surplus
on winding up.
110 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
110
Contingent rents payable, such as rent reviews or those related to rental
performance obligations:
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
1: Significant accounting policies continued
Leasehold properties
The Group owns a number of properties on long leaseholds. These are
leased out to tenants under operating leases, are classified as investment
properties, and included in the balance sheet at fair value. The obligation
to the freeholder or superior leaseholder for the buildings element of the
leasehold is included in the balance sheet at the present value of the
minimum lease payments at inception. Payments to the freeholder or
superior leaseholder are apportioned between a finance charge and a
reduction of the outstanding liability. The finance charge is allocated to
each period during the lease term so as to produce a constant periodic
rate of interest on the remaining balance of the liability.
income, are charged as an expense in the period in which they are
incurred. An asset equivalent to the leasehold obligation is recorded
in the consolidated balance sheet within ‘Interests in leasehold
properties’, and is depreciated over the lease term.
Trading properties
Investment properties previously held for capital appreciation but
subsequently held for future sale, are transferred to trading properties at
the fair value at the date of transfer and subsequently measured at the
lower of cost and net realisable value.
Right-of-use assets
The Group has leases for each of its offices in London, Dublin, Paris and
Reading. IFRS 16 requires a lessee to recognise, for each lease, a right-of-
in 2020:
use asset and related lease liability representing the obligation to make
lease payments. Interest expense on the lease liability and depreciation on
the right-of-use asset is recognised in the consolidated income statement.
Tenant leases
Management has exercised judgement in considering the potential
transfer of the risks and rewards of ownership, in accordance with
IFRS 16 Leases, for properties leased to tenants and has determined that
such leases are operating leases. Payments made under operating leases
are charged to the consolidated income statement on a straight-line basis
over the lease term.
Depreciation
fair value.
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation.
Depreciation is charged to the consolidated income statement on a
straight-line basis over the estimated useful life, which is generally
between three and five years, or in the case of leasehold improvements,
the lease term.
Revenue
Revenue comprises gross rental income (consisting of base and turnover
rents, income from car parks, lease incentive recognition and other
rental income), service charge income, property fee income and joint
venture and associate management fees as set out in note 4 of the
financial statements. These income streams are recognised in the period
to which they relate.
Rental income and lease incentives are recognised in accordance with
IFRS 16 Leases. Rental income from investment property is recognised
as revenue on a straight-line basis over the lease term. Lease incentives
and costs associated with entering into tenant leases are amortised over
the lease term. Rent waivers granted during the Covid-19 period have
been recognised as lease modifications under IFRS 16 and amortised
from the date of agreement to the end of the lease term. Rent reviews are
recognised when such reviews have been agreed with tenants.
Car park income, service charge income, property fee income and joint
venture and associate management fees are recognised in accordance
with IFRS 15 Revenue from contracts with customers, which prescribes
the use of a five-step model for the recognition of revenue. Revenue
across these streams is recognised in accordance with the following
– Car park income is recognised as a point in time when the customer
has utilised their car parking space
– Service charge income, property fee income and joint venture and
associate management fees are recognised over the period the
respective services are provided to corresponding third parties
Impairment provisioning
The Group applies the simplified approach under IFRS 9 to determine
the Expected Credit Loss (ECL) on trade receivables and unamortised
tenant incentives. In addition to the existing loss allowance provision,
which is based on income earned to the end of the current reporting
period, two additional sources of impairment losses became material
– Provision for impairment of unamortised tenant incentives: The
movement in the loss allowance provision in the period against
unamortised tenant incentives held within investment properties,
including cash incentives and rent free periods, included within other
property outgoings
– Provision for amounts not yet recognised in the income statement:
The movement in the loss allowance in the period against trade
receivables at the balance sheet date which relate to a future reporting
period and where the corresponding liability is classified within
payables, including rent and service charge arrears
Government grants
for which it is intended to compensate.
Management fees
Management fees are recognised in the period to which they relate.
Performance fee-related elements are recognised when the fee can be
reliably estimated.
Employee benefits
Defined contribution pension plans
Obligations for contributions to defined contribution pension plans are
charged to the consolidated income statement as incurred.
Defined benefit pension plans
The Group’s net obligation in respect of defined benefit pension plans
comprises the amount of future benefit that employees have earned,
discounted to determine a present value, less the fair value of the pension
plan assets. The calculation is performed by a qualified external actuary
using the projected unit credit method. Actuarial gains and losses are
recognised in equity. Where the assets of a plan are greater than its
obligations, the asset included in the consolidated balance sheet is
limited to the present value of any future refunds from the plan or
reduction in future contributions to the plan.
In accordance with IFRIC 14, the Group recognises a pension surplus on
a defined benefit pension plan if it has a legal right to receive that surplus
on winding up.
In accordance with IAS 40 Investment Property, no depreciation
is provided in respect of investment properties, which are carried at
In accordance with IAS 20, any government grants received in relation to
the Covid-19 pandemic are being recognised as income over the period
2: Loss for the year
As stated in the Financial review on page 22 and in note 3, management
reviews the performance of the Group’s property portfolio on a
proportionally consolidated basis. Management does not proportionally
consolidate the Group’s premium outlet investments in Value Retail and
VIA Outlets (up to its sale in October 2020), and reviews the
performance of these investments separately from the rest of the
proportionally consolidated portfolio.
The following tables have been prepared on a basis consistent with how
management reviews the performance of the business and show the
Group’s loss for the year on a proportionally consolidated basis in
column D, by aggregating the Reported Group results (shown in column
A) with those from its Share of Property interests (shown in column B),
and discontinued operations shown in column C. Columns B and C have
being reallocated to the relevant financial statement lines. Further
analysis of Share of Property interests is in Table 87 of the Additional
disclosures.
The Group’s share of results arising from its interests in premium outlets
has not been proportionally consolidated and hence these have not been
reallocated to the relevant financial statement lines, but are shown
within ‘Share of results of joint ventures’ and ‘Share of results of
associates’ in column D. The Group’s proportionally consolidated loss for
the year in column D is then allocated between ‘Adjusted’ and ‘Capital
and other’ for the purposes of calculating figures in accordance with
EPRA best practice. Company specific adjustments which differ from
EPRA guidelines are detailed in note 12B. As detailed in notes 1B and 10,
the UK retail parks operations are presented as discontinued for the
years ended 31 December 2021 and 2020 as the IFRS 5 criteria were met
during 2021. These have been reallocated to the relevant financial
statement lines in column C.
Share-based employee remuneration
Share-based employee remuneration is determined with reference to
the fair value of the equity instruments at the date at which they are
granted and charged to the consolidated income statement over the
vesting period on a straight-line basis. The fair value of share options is
calculated using the binomial option pricing model and is dependent on
factors including the exercise price, expected volatility, option life and
risk-free interest rate. The fair value of the market-based element of the
Long-Term Incentive Plans is calculated using the Monte Carlo Model
and is dependent on factors including the expected volatility, vesting
period and risk-free interest rate.
Exceptional costs
Items are classified as exceptional by virtue of their size, nature or
incidence, where their inclusion would otherwise distort the underlying
recurring earnings of the Group. Examples include, but are not limited
to, business transformation costs, early redemption costs of financial
instruments and tax charges specific to disposals. Exceptional costs are
excluded from the Group’s adjusted earnings.
Tax
Tax exempt status
The Company has elected for UK REIT, French SIIC and Irish QIAIF
status. To continue to benefit from these tax regimes, the Group is
required to comply with certain conditions as outlined in note 9A to
the financial statements. Management intends that the Group will
continue as a UK REIT, a French SIIC and an Irish QIAIF for the
foreseeable future.
Current and deferred tax
Tax is included in the consolidated income statement except to the
extent that it relates to items recognised directly in equity, in which case
the related tax is recognised in equity.
Current tax is the expected tax payable on the non-tax exempt income
for the period, net of allowable expenses and tax deductions, using the
tax rate(s) prevailing during the accounting period, together with any
adjustment in respect of previous periods.
Deferred tax is provided using the balance sheet liability method,
providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts
used for tax purposes. The following temporary differences are not
provided for:
– Goodwill not deductible for tax purposes
– The initial recognition of assets or liabilities that affect neither
accounting nor taxable profit
– Differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future
The amount of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities,
using tax rates that are expected to apply in the period when the liability
is settled or the asset is realised.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset can
be utilised.
110 Hammerson plc Annual Report 2021
www.hammerson.com 111
www.hammerson.com 111
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
2: Loss for the year continued
Gross rental incomeF
Ground and equity rents payable
Gross rental income, after rents payable
Service charge income
Service charge expenses
Net service charge expenses
Inclusive lease costs recovered through rent
Other property (outgoings)/income
Property outgoings
Change in the provision for amounts not yet recognised in the
income statementG
Net rental income
Gross administration expensesH
Property fee income
Joint venture and associate management fees
Net administration expenses
Operating profit/(loss) before other net losses and share of
results of joint ventures and associates
Profit/(Loss) on sale of properties
Loss on sale of joint venture and associateI
Net exchange gains previously recognised in equity, recycled on
disposal of foreign operationsI
Revaluation losses on properties
Impairment recognised on reclassification to assets held for sale
Other impairmentsJ
Change in fair value of other investments
Other net losses
Share of results of joint ventures
Impairment of investments in joint ventures
Share of results of associates
Operating (loss)/profit
Net finance costsK
(Loss)/Profit before tax
Tax charge
(Loss)/Profit for the year from continuing operations
Loss for the year from discontinued operations
(Loss)/Profit for the year attributable to equity shareholders
Attributable to:
Continuing operations
Discontinued operations
Reported
Group
£m
Share of
Property
interests
£m
Discontinued
operations
(see note 10B)
£m
Proportionally
consolidated
£m
Adjusted
£m
Capital
and other
£m
2021
Proportionally consolidated
Notes
3A,4
A
87.9
(1.1)
86.8
26.6
(29.5)
(2.9)
(2.7)
(11.5)
(17.1)
B
143.0
(0.6)
142.4
23.6
(28.3)
(4.7)
(5.3)
(22.7)
(32.7)
1.6
5.1
71.3
114.8
(79.5)
13.2
7.1
(59.2)
12.1
9.8
(0.9)
11.0
(173.7)
(0.9)
(0.7)
0.4
(155.0)
(171.3)
(11.5)
15.6
(310.1)
3B
10D
10E
14A
14D
15A, 15B
8
9A
12B
12B
12B
12B
(97.9)
(408.0)
(1.3)
(409.3)
(19.8)
(429.1)
(409.3)
(19.8)
(429.1)
(0.7)
–
–
(0.7)
114.1
(0.9)
0.9
–
(283.8)
–
–
–
(283.8)
171.3
–
4.4
6.0
(5.7)
0.3
(0.3)
–
–
–
–
–
–
C
10.7
(0.1)
10.6
1.3
(2.1)
(0.8)
–
0.6
(0.2)
1.4
11.8
(0.1)
–
–
(0.1)
11.7
(31.3)
–
–
–
–
–
–
(31.3)
–
–
–
(19.6)
–
(19.6)
(0.2)
(19.8)
19.8
–
–
–
–
D
241.6
(1.8)
239.8
51.5
(59.9)
(8.4)
(8.0)
(33.6)
(50.0)
E
241.6
(1.8)
239.8
51.5
(59.9)
(8.4)
(8.0)
(33.6)
(50.0)
8.1
–
197.9
189.8
(80.3)
13.2
7.1
(60.0)
137.9
(22.4)
–
11.0
(457.5)
(0.9)
(0.7)
0.4
(470.1)
–
(11.5)
20.0
(323.7)
(103.6)
(427.3)
(1.8)
(429.1)
–
(429.1)
(409.3)
(19.8)
(429.1)
(71.7)
13.2
7.1
(51.4)
138.4
–
–
–
–
–
–
–
–
–
–
15.9
154.3
(71.8)
82.5
(1.6)
80.9
–
80.9
70.6
10.3
80.9
E
–
–
–
–
–
–
–
–
–
8.1
8.1
(8.6)
–
–
(8.6)
(0.5)
(22.4)
–
11.0
(457.5)
(0.9)
(0.7)
0.4
(470.1)
–
(11.5)
4.1
(478.0)
(31.8)
(509.8)
(0.2)
(510.0)
–
(510.0)
(479.9)
(30.1)
(510.0)
Notes
A. Reported Group results as shown in the consolidated income statement on page 96.
B. Share of Property interests reflect the Group’s share of results from continuing operations of Property joint ventures as shown in note 14A and Nicetoile and Italie Deux as included
within note 15A.
C. Discontinued operations including properties wholly owned and held by joint ventures (see note 10).
D. Aggregated results on a proportionally consolidated basis showing Reported Group together with Share of Property interests and discontinued operations.
E. Aggregated results on a proportionally consolidated basis allocated between ‘Adjusted’ and ‘Capital and other’ for the purposes of calculating adjusted earnings per share as
shown in note 12B.
F. Included in gross rental income on a proportionally consolidated basis in Column D is £8.2 million (2020: £3.8 million) of contingent rents calculated by reference to
tenants’ turnover.
G. Relates to the impairment of trade receivables relating to the period after 1 January 2022 (2020: 1 January 2021), where the corresponding deferred income balance is classified
in payables <1yr.
H. Gross administration expenses include £8.6 million (2020: £nil) relating to business transformation costs, which have been classified as ‘Capital and other’ for the purposes of
calculating adjusted earnings per share as detailed in note 12B.
I. Relates to the disposal of the Group’s interests in Espace Saint-Quentin and Nicetoile.
J. Relates to the impairment of a balance receivable from a joint venture entity.
K. Adjusted finance costs presented on a proportionally consolidated basis are shown in Table 92 on page 168.
L. Re-presented for discontinued operations, see note 10 for further details.
112 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
112
Change in the provision for amounts not yet recognised in the
1.6
5.1
8.1
–
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
2: Loss for the year continued
Gross rental incomeF
Ground and equity rents payable
Gross rental income, after rents payable
Service charge income
Service charge expenses
Net service charge expenses
Inclusive lease costs recovered through rent
Other property (outgoings)/income
Property outgoings
income statementG
Net rental income
Gross administration expensesH
Property fee income
Joint venture and associate management fees
Net administration expenses
results of joint ventures and associates
Profit/(Loss) on sale of properties
Loss on sale of joint venture and associateI
Operating profit/(loss) before other net losses and share of
Net exchange gains previously recognised in equity, recycled on
disposal of foreign operationsI
Revaluation losses on properties
Impairment recognised on reclassification to assets held for sale
Other impairmentsJ
Change in fair value of other investments
Other net losses
Share of results of joint ventures
Impairment of investments in joint ventures
Share of results of associates
Operating (loss)/profit
Net finance costsK
(Loss)/Profit before tax
Tax charge
Attributable to:
Continuing operations
Discontinued operations
Notes
within note 15A.
shown in note 12B.
tenants’ turnover.
in payables <1yr.
Share of
Property
Discontinued
operations
Proportionally
interests
(see note 10B)
consolidated
Adjusted
Proportionally consolidated
Notes
3A,4
Reported
Group
£m
A
87.9
(1.1)
86.8
26.6
(29.5)
(2.9)
(2.7)
(11.5)
(17.1)
£m
B
143.0
(0.6)
142.4
23.6
(28.3)
(4.7)
(5.3)
(22.7)
(32.7)
13.2
7.1
12.1
9.8
(0.9)
11.0
(0.9)
(0.7)
0.4
–
–
–
–
–
–
–
–
–
–
–
–
–
4.4
6.0
(5.7)
0.3
(0.3)
(173.7)
(283.8)
3B
10D
10E
(171.3)
171.3
14A
14D
15A, 15B
(11.5)
15.6
(310.1)
8
(97.9)
(408.0)
9A
(1.3)
(409.3)
(19.8)
12B
12B
12B
(409.3)
(19.8)
(429.1)
£m
C
10.7
(0.1)
10.6
1.3
(2.1)
(0.8)
–
0.6
(0.2)
1.4
11.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
£m
D
241.6
(1.8)
239.8
51.5
(59.9)
(8.4)
(8.0)
(33.6)
(50.0)
13.2
7.1
137.9
(22.4)
–
11.0
(457.5)
(0.9)
(0.7)
0.4
–
(11.5)
20.0
(103.6)
(427.3)
(1.8)
(429.1)
–
(429.1)
(409.3)
(19.8)
(429.1)
(19.6)
(323.7)
(19.6)
(0.2)
(19.8)
19.8
£m
E
241.6
(1.8)
239.8
51.5
(59.9)
(8.4)
(8.0)
(33.6)
(50.0)
(71.7)
13.2
7.1
(51.4)
138.4
–
–
–
–
–
–
–
–
–
–
15.9
154.3
(71.8)
82.5
(1.6)
80.9
–
80.9
70.6
10.3
80.9
2021
Capital
and other
£m
E
–
–
–
–
–
–
–
–
–
–
–
–
8.1
8.1
(8.6)
(8.6)
(0.5)
(22.4)
11.0
(457.5)
(0.9)
(0.7)
0.4
(470.1)
–
(11.5)
4.1
(478.0)
(31.8)
(509.8)
(0.2)
(510.0)
–
(510.0)
(479.9)
(30.1)
(510.0)
(79.5)
(0.7)
(0.1)
(80.3)
(59.2)
(0.7)
(0.1)
(60.0)
114.1
(0.9)
0.9
11.7
(31.3)
(155.0)
(283.8)
(31.3)
(470.1)
(Loss)/Profit for the year from continuing operations
Loss for the year from discontinued operations
(Loss)/Profit for the year attributable to equity shareholders
12B
(429.1)
A. Reported Group results as shown in the consolidated income statement on page 96.
B. Share of Property interests reflect the Group’s share of results from continuing operations of Property joint ventures as shown in note 14A and Nicetoile and Italie Deux as included
C. Discontinued operations including properties wholly owned and held by joint ventures (see note 10).
D. Aggregated results on a proportionally consolidated basis showing Reported Group together with Share of Property interests and discontinued operations.
E. Aggregated results on a proportionally consolidated basis allocated between ‘Adjusted’ and ‘Capital and other’ for the purposes of calculating adjusted earnings per share as
F. Included in gross rental income on a proportionally consolidated basis in Column D is £8.2 million (2020: £3.8 million) of contingent rents calculated by reference to
G. Relates to the impairment of trade receivables relating to the period after 1 January 2022 (2020: 1 January 2021), where the corresponding deferred income balance is classified
H. Gross administration expenses include £8.6 million (2020: £nil) relating to business transformation costs, which have been classified as ‘Capital and other’ for the purposes of
calculating adjusted earnings per share as detailed in note 12B.
I. Relates to the disposal of the Group’s interests in Espace Saint-Quentin and Nicetoile.
J. Relates to the impairment of a balance receivable from a joint venture entity.
K. Adjusted finance costs presented on a proportionally consolidated basis are shown in Table 92 on page 168.
L. Re-presented for discontinued operations, see note 10 for further details.
Notes (see page 112)
Gross rental incomeF
Ground and equity rents payable
Gross rental income, after rents payable
Service charge income
Service charge expenses
Net service charge expenses
Inclusive lease costs recovered through rent
Other property outgoings
Property outgoings
Change in the provision for amounts not yet recognised in the
income statementG
Notes
3A,4
Reported
Group
£m
Share of
Property
interests
£m
Discontinued
operations
(see note 10B)
£m
Proportionally
consolidated
£m
Adjusted
£m
Capital
and other
£m
2020L
Proportionally consolidated
A
98.1
(1.0)
97.1
24.0
(27.5)
(3.5)
(2.8)
(32.2)
(38.5)
B
153.7
(1.0)
152.7
28.4
(34.0)
(5.6)
(3.4)
(54.2)
(63.2)
C
35.1
(0.3)
34.8
3.9
(4.4)
(0.5)
(0.2)
(12.6)
(13.3)
D
286.9
(2.3)
284.6
56.3
(65.9)
(9.6)
(6.4)
(99.0)
(115.0)
E
286.9
(2.3)
284.6
56.3
(65.9)
(9.6)
(6.4)
(99.0)
(115.0)
E
–
–
–
–
–
–
–
–
–
(2.5)
(8.0)
(1.5)
(12.0)
–
(12.0)
71.3
114.8
197.9
189.8
Net rental income
56.1
81.5
20.0
157.6
169.6
(12.0)
Gross administration expenses
Property fee income
Joint venture and associate management fees
Net administration expenses
Operating profit/(loss) before other net losses and share
of results of joint ventures and associates
(Loss)/Profit on sale of properties
Net exchange gain previously recognised in equity, recycled on
disposal of foreign operations
Revaluation losses on properties
Impairment recognised on reclassification to assets held for sale
Reversal of impairment on reclassification from assets held
for sale
Indirect costs of rights issue
Change in fair value of other investments
Other net (losses)/gains
Share of results of joint ventures
Impairment of investment in joint ventures
Share of results of associates
Impairment of investment in associates
Operating (loss)/profit
Net finance (costs)/incomeK
(Loss)/Profit before tax
Tax charge
(Loss)/Profit for the year
Non-controlling interests
(Loss)/Profit for the year from continuing operations
Profit for the year from discontinued operations
(Loss)/Profit for the year attributable to equity
shareholders
Attributable to:
Continuing operations
Discontinued operations
(66.3)
15.2
8.5
(42.6)
13.5
(3.5)
5.2
(442.7)
(103.8)
–
(0.3)
(0.1)
(545.2)
(880.2)
(9.6)
(148.3)
(94.3)
(1,664.1)
(72.2)
(1,736.3)
(0.5)
(1,736.8)
0.1
(1,736.7)
1.9
3B
10E
10B
10E
14A, 14B
14D
15A, 15B
15E
8
9A
28C
12B
(1,734.8)
12B
12B
12B
(1,736.7)
1.9
(1,734.8)
(0.4)
–
–
(0.4)
81.1
–
–
(941.6)
–
–
–
–
(941.6)
859.5
–
12.5
–
11.5
(11.4)
0.1
(0.1)
–
–
–
–
–
–
–
–
(1.1)
–
–
(1.1)
18.9
15.1
–
(54.5)
–
22.4
–
–
(17.0)
–
–
–
–
1.9
–
1.9
–
1.9
–
1.9
(1.9)
–
–
–
–
(67.8)
15.2
8.5
(44.1)
113.5
11.6
5.2
(1,438.8)
(103.8)
22.4
(0.3)
(0.1)
(1,503.8)
(20.7)
(9.6)
(135.8)
(94.3)
(1,650.7)
(83.6)
(1,734.3)
(0.6)
(1,734.9)
0.1
(1,734.8)
–
(67.8)
15.2
8.5
(44.1)
125.5
–
–
–
8.1
–
–
–
8.1
5.9
–
(7.1)
–
132.4
(95.4)
37.0
(0.6)
36.4
0.1
36.5
–
–
–
–
–
(12.0)
11.6
5.2
(1,438.8)
(111.9)
22.4
(0.3)
(0.1)
(1,511.9)
(26.6)
(9.6)
(128.7)
(94.3)
(1,783.1)
11.8
(1,771.3)
–
(1,771.3)
–
(1,771.3)
–
(1,734.8)
36.5
(1,771.3)
(1,736.7)
1.9
(1,734.8)
16.1
20.4
36.5
(1,752.8)
(18.5)
(1,771.3)
112 Hammerson plc Annual Report 2021
www.hammerson.com 113
www.hammerson.com 113
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
3: Segmental analysis
The factors used to determine the Group’s reportable segments are the sectors in which it operates and geographic locations as these demonstrate
different characteristics and risks. These are generally managed by separate teams and are the basis on which performance is assessed and resources
allocated. As stated in the Financial review on page 22, the Group has property interests in a number of sectors and management reviews the
performance of the Group’s property interests in flagship destinations, UK retail parks (to date of disposal), and developments and other properties on
a proportionally consolidated basis to reflect the Group’s different ownership shares. Management does not proportionally consolidate the Group’s
premium outlet investments in Value Retail and VIA Outlets (up to its disposal in October 2020), as these are externally managed by experienced outlet
operators, independently financed and have operating metrics which differ from the Group’s other sectors. We review the performance of our
premium outlet investments separately from the proportionally consolidated portfolio. The key financial metrics for these investments are: income
growth; earnings contribution; property valuations and returns; and capital growth. However, for a number of the Group’s APM’s we aggregate these
investments for enhanced disclosure. These include LTV ratios, property valuations and returns.
During 2021, to better align with the Group’s new strategy, particularly concerning accelerating the Group’s development opportunities, the business
segments used by the Group Executive Committee (the ‘GEC’), who are deemed to be the chief decision makers, to review the performance of the
business were amended to combine the two operating segments ‘UK other’ and ‘Developments’ into one operating business segment ‘Developments
and other’. Consequently, comparative data within notes 3A and 3B have been re-presented accordingly.
In addition, one of the Group’s primary income measures used by the GEC was amended in 2021 from Net rental income to Adjusted net rent income,
the latter measure excludes the “change in the provision for amounts not yet recognised in the income statement” as explained in the alternative
performance measures on page 102. Comparative data within note 3A has therefore been re-presented.
As detailed in notes 1B and 10, following the sale of substantially all of the remainder of the UK retail parks segment, the results from the retail parks
have been re-presented as discontinued operations. Sundry residual properties with a total value of £5.9 million were reclassified at 30 June 2021
from UK retail parks to ‘Developments and other’, although the income statement activity for these properties remained in UK retail parks until
30 June 2021.
The segmental analysis has been prepared on the same basis that the GEC uses to review the business, rather than on a statutory basis. Property
interests represent the Group’s non wholly-owned properties which management proportionally consolidates when reviewing the performance of the
business. For reconciliation purposes the Reported Group figures, being properties either wholly owned or held within joint operations, are shown in
the following tables.
The Group’s investment in Grand Central, Birmingham, was transferred from the UK flagships segment to ‘Developments and other’ with effect
from 1 July 2021, reflecting the change in focus following the major department store closure, which has led to plans being worked up for its
redevelopment. Additionally, the Group’s investment in Highcross, Leicester, has been transferred from UK flagships to ‘Developments and other’
at 31 December 2021. As detailed in note 1D on page 105, the Group’s investment in Highcross, Leicester, has been impaired to £nil, reflecting the risk
associated with the loan covenants at the year end. The reclassification to ‘Developments and other’ reflects the fact that the asset is now being
managed, and its performance reviewed, outside the core flagship portfolio. Comparative figures for 2020 have not been re-presented following the
reclassifications of Grand Central and Highcross from UK flagships to ‘Developments and other’ in 2021.
The Group’s primary income measures for its property income are Gross rental income and Adjusted net rental income. Total assets are not monitored
by segment and resource allocation is based on the distribution of property assets between segments.
A: Income and profit by segment
Flagship destinations
UK
France
Ireland
Developments and other3,4
UK retail parks3
Managed portfolio
Less Share of Property interests – continuing operations
Less discontinued operations
Reported Group
Gross rental
income
£m
2021
Adjusted
net rental
income2
£m
Gross rental
income
£m
20201
Adjusted
net rental
income2
£m
114.3
52.5
34.5
201.3
29.6
10.7
241.6
(143.0)
(10.7)
87.9
90.1
39.4
32.4
161.9
17.5
10.4
189.8
(109.7)
(10.4)
69.7
128.0
63.1
37.7
228.8
22.7
35.4
286.9
(153.7)
(35.1)
98.1
63.2
47.8
26.5
137.5
10.8
21.3
169.6
(89.5)
(21.5)
58.6
1. Comparatives for the year ended 31 December 2020 have been re-presented to recognise gross and adjusted net rental income relating to disposed retail parks within
discontinued operations.
2. ‘Adjusted net rental income’ has replaced ‘Net rental income’ as one of the Group’s primary income measures as explained above.
3. The results of the residual UK retail parks have been included in ‘Developments and other’ from 1 July 2021.
4. In 2021, ‘UK other’ and ‘Developments’ have been combined into ‘Developments and other’, and the comparatives have been re-presented accordingly.
114 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
114
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
3: Segmental analysis
The factors used to determine the Group’s reportable segments are the sectors in which it operates and geographic locations as these demonstrate
different characteristics and risks. These are generally managed by separate teams and are the basis on which performance is assessed and resources
allocated. As stated in the Financial review on page 22, the Group has property interests in a number of sectors and management reviews the
performance of the Group’s property interests in flagship destinations, UK retail parks (to date of disposal), and developments and other properties on
a proportionally consolidated basis to reflect the Group’s different ownership shares. Management does not proportionally consolidate the Group’s
premium outlet investments in Value Retail and VIA Outlets (up to its disposal in October 2020), as these are externally managed by experienced outlet
operators, independently financed and have operating metrics which differ from the Group’s other sectors. We review the performance of our
premium outlet investments separately from the proportionally consolidated portfolio. The key financial metrics for these investments are: income
growth; earnings contribution; property valuations and returns; and capital growth. However, for a number of the Group’s APM’s we aggregate these
investments for enhanced disclosure. These include LTV ratios, property valuations and returns.
During 2021, to better align with the Group’s new strategy, particularly concerning accelerating the Group’s development opportunities, the business
segments used by the Group Executive Committee (the ‘GEC’), who are deemed to be the chief decision makers, to review the performance of the
business were amended to combine the two operating segments ‘UK other’ and ‘Developments’ into one operating business segment ‘Developments
and other’. Consequently, comparative data within notes 3A and 3B have been re-presented accordingly.
In addition, one of the Group’s primary income measures used by the GEC was amended in 2021 from Net rental income to Adjusted net rent income,
the latter measure excludes the “change in the provision for amounts not yet recognised in the income statement” as explained in the alternative
performance measures on page 102. Comparative data within note 3A has therefore been re-presented.
As detailed in notes 1B and 10, following the sale of substantially all of the remainder of the UK retail parks segment, the results from the retail parks
have been re-presented as discontinued operations. Sundry residual properties with a total value of £5.9 million were reclassified at 30 June 2021
from UK retail parks to ‘Developments and other’, although the income statement activity for these properties remained in UK retail parks until
30 June 2021.
the following tables.
The segmental analysis has been prepared on the same basis that the GEC uses to review the business, rather than on a statutory basis. Property
interests represent the Group’s non wholly-owned properties which management proportionally consolidates when reviewing the performance of the
business. For reconciliation purposes the Reported Group figures, being properties either wholly owned or held within joint operations, are shown in
The Group’s investment in Grand Central, Birmingham, was transferred from the UK flagships segment to ‘Developments and other’ with effect
from 1 July 2021, reflecting the change in focus following the major department store closure, which has led to plans being worked up for its
redevelopment. Additionally, the Group’s investment in Highcross, Leicester, has been transferred from UK flagships to ‘Developments and other’
at 31 December 2021. As detailed in note 1D on page 105, the Group’s investment in Highcross, Leicester, has been impaired to £nil, reflecting the risk
associated with the loan covenants at the year end. The reclassification to ‘Developments and other’ reflects the fact that the asset is now being
managed, and its performance reviewed, outside the core flagship portfolio. Comparative figures for 2020 have not been re-presented following the
reclassifications of Grand Central and Highcross from UK flagships to ‘Developments and other’ in 2021.
The Group’s primary income measures for its property income are Gross rental income and Adjusted net rental income. Total assets are not monitored
by segment and resource allocation is based on the distribution of property assets between segments.
A: Income and profit by segment
Flagship destinations
UK
France
Ireland
Developments and other3,4
UK retail parks3
Managed portfolio
Less discontinued operations
Reported Group
discontinued operations.
Less Share of Property interests – continuing operations
Gross rental
income
£m
2021
Adjusted
net rental
income2
£m
Gross rental
income
£m
20201
Adjusted
net rental
income2
£m
114.3
52.5
34.5
201.3
29.6
10.7
241.6
(143.0)
(10.7)
87.9
90.1
39.4
32.4
161.9
17.5
10.4
189.8
(109.7)
(10.4)
69.7
128.0
63.1
37.7
228.8
22.7
35.4
286.9
(153.7)
(35.1)
98.1
63.2
47.8
26.5
137.5
10.8
21.3
169.6
(89.5)
(21.5)
58.6
1. Comparatives for the year ended 31 December 2020 have been re-presented to recognise gross and adjusted net rental income relating to disposed retail parks within
2. ‘Adjusted net rental income’ has replaced ‘Net rental income’ as one of the Group’s primary income measures as explained above.
3. The results of the residual UK retail parks have been included in ‘Developments and other’ from 1 July 2021.
4. In 2021, ‘UK other’ and ‘Developments’ have been combined into ‘Developments and other’, and the comparatives have been re-presented accordingly.
B: Investment properties by segment
Flagship destinations
UK
France
Ireland
Developments and other1
UK retail parks2
Managed portfolio
Premium outlets
Group portfolio
Less premium outlets
Less Share of Property interests
Less trading properties3
Less assets held for sale/discontinued operations4
Reported Group
Property
valuation
£m
Capital
expenditure
£m
2021
Revaluation
losses
£m
Property
valuation
£m
Capital
expenditure
£m
1,135.3
989.7
659.3
2,784.3
694.4
–
3,478.7
1,893.5
5,372.2
(1,893.5)
(1,813.9)
(34.3)
(69.1)
1,561.4
15.0
25.1
8.6
48.7
51.1
2.3
102.1
41.2
143.3
(41.2)
(24.7)
(6.2)
–
71.2
(254.0)
(63.4)
(61.1)
(378.5)
(79.0)
–
(457.5)
(12.0)
(469.5)
12.0
283.8
–
–
(173.7)
1,511.2
1,146.9
757.1
3,415.2
614.6
384.0
4,413.8
1,924.2
6,338.0
(1,924.2)
(2,261.0)
–
–
2,152.8
(1.5)
19.4
8.0
25.9
48.2
(0.9)
73.2
43.9
117.1
(43.9)
(15.9)
–
–
57.3
2020
Revaluation
losses
£m
(838.6)
(202.7)
(158.0)
(1,199.3)
(187.1)
(52.4)
(1,438.8)
(157.3)
(1,596.1)
157.3
941.6
–
54.5
(442.7)
1. Comparatives have been re-presented by combining ‘UK other’ and ‘Developments’, into ‘Developments and other’.
2. For 2020, the £52.4 million revaluation loss comprises £121.6 million revaluation loss less £69.2 million relating to the unwinding of the impairment recognised on the UK retail
parks portfolio in 2019 on reclassification to assets held for sale. Sundry residual properties with a total value of £5.9 million have been reclassified at 30 June 2021 from ‘UK
retail parks’ to ‘Developments and other’, although the results of these properties have been reported within UK retail parks up to 30 June 2021.
3. In December 2019, the Group exchanged contracts for the forward sale of Italik, Paris, subject to completion of the development works. The development was opened during the
first half of the year. On 30 June 2021, 75% of Italik contracted for sale was transferred to trading properties at the agreed sale price less forecast costs to complete. It is envisaged
that the property sale will complete in June 2022.
4. Refer to notes 10B and 10D for further details.
C: Analysis of non-current assets employed
UK
Continental Europe
Ireland
Non-current assets employed
2020
£m
2,172.0
2,569.6
611.9
5,353.5
2021
£m
1,428.8
2,418.2
520.3
4,367.3
Included in the above table are investments in joint ventures of £1,451.8 million (2020: £1,813.6 million), which are further analysed in note 14 on pages
127 to 132. The Group’s share of the property valuations held within Property interests of £1,813.9 million (2020: £2,261.0 million) has been included in
note 3B above, of which £1,121.0 million (2020: £1,427.8 million) relates to the UK, £165.9 million (2020: £229.9 million) relates to Continental Europe
and £527.0 million (2020: £603.3 million) relates to Ireland.
4: Revenue
Base rent
Turnover rent
Car park income2
Lease incentive recognition
Other rental income
Gross rental income
Service charge income2
Property fee income2
Joint venture and associate management fees2
Revenue – continuing operations
Revenue – discontinued operations1
Revenue – Reported Group
Notes
2
2
2
2
10B
2021
£m
62.1
2.7
9.6
8.9
4.6
87.9
26.6
13.2
7.1
134.8
11.9
146.7
20201
£m
79.5
1.0
9.5
4.4
3.7
98.1
24.0
15.2
8.5
145.8
37.1
182.9
1. Comparatives for the year ended 31 December 2020 have been re-presented to recognise revenue relating to disposed retail parks within discontinued operations. See note 10B.
2. The above income streams reflect revenue recognised under IFRS 15 Revenue from Contracts with Customers and total £56.5 million (2020: £57.2 million). All other revenue
streams relate to income recognised under IFRS 16 Leases.
114 Hammerson plc Annual Report 2021
www.hammerson.com 115
www.hammerson.com 115
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
5: Administration expenses
Gross administration expenses include the following items:
Employee costs
Salaries and wages
Performance-related bonuses
– payable in cash
– payable in shares2
Other share-based employee remuneration2
Social security
Net pension expense
Government Covid-19 employee assistance programs in the UK and France3
Continuing operations
Discontinued operations1
Total
– defined contribution scheme
Note
7A
2021
£m
33.8
5.7
1.0
6.7
2.3
7.1
3.0
–
52.9
0.1
53.0
20201
£m
35.6
1.4
–
1.4
2.2
6.6
3.5
(1.2)
48.1
0.8
48.9
1. Gross administration expenses of £1.1 million relating to the UK retail parks portfolio and previously presented as continuing operations for the year ended 31 December 2020
have been re-presented as discontinued operations following the sale of substantially all of the retail parks segment in 2021. Included in this figure is £0.8 million relating to
employee costs. Refer to note 10B for further details.
2. Total share-based employee remuneration is £3.3 million (2020: £2.2 million) comprising ‘performance-related bonuses – payable in shares’ of £1.0 million (2020: £nil) and
‘other share-based employee remuneration’ of £2.3 million (2020: £2.2 million).
3. Of the £1.2 million received from Government Covid-19 employee assistance programs in 2020, £0.5 million was attributable to the service charge.
4. Administration expenses for continuing operations include £8.6 million (2020: £nil) relating to business transformation costs, which are excluded from adjusted earnings in
note 12B. Of the £8.6 million, £4.2 million relates to redundancy payments to employees, with the balance relating to consultancy costs.
Of the total in the above table, £1.5 million (2020: £2.2 million) was capitalised in respect of development projects.
Employees throughout the Group, including Executive Directors, participate in a performance-related bonus scheme which, for certain senior
employees, is part payable in cash and part payable in shares. The Group also operates a number of share plans under which employees, including
Executive Directors, are eligible to participate. Further details of share-based payment arrangements, some of which have performance conditions,
are provided in the Directors’ Remuneration report on pages 66 to 82.
Employee numbers
Average number of employees
Employees recharged to tenants, included above
Other information
Auditors’ remuneration:
Audit of the Company’s annual financial statements
Audit of subsidiaries, pursuant to legislation
Audit-related assurance services1
Audit and audit-related assurance services
Other fees2
Total auditors’ remuneration3
Depreciation of plant and equipment
Depreciation of right-of-use assets
2021
Number
494
195
2020
Number
538
232
2021
£m
0.6
0.5
0.2
1.3
0.1
1.4
1.1
3.3
2020
£m
0.5
0.4
0.3
1.2
0.9
2.1
1.4
3.5
1. Relates principally to the review of the Group’s half year financial statements and other audit related services.
2. Other fees relate to reporting accountant work in respect of the €700 million bond issue and the rights issue in 2021 and 2020 respectively.
3. Total auditors’ remuneration shown above excludes the following additional amounts: £0.2 million (2020: £0.1 million) incurred in respect of the Group’s share of audit services
undertaken on behalf of its joint ventures; and in respect of the year ended 31 December 2020, an additional £0.3 million arising as a result of additional audit work incurred in
respect of Covid-19 impacts and going concern matters for the Group and its subsidiary financial statements.
6: Directors’ emoluments
Full details of the Directors’ emoluments, as required by the Companies Act 2006, are disclosed in the audited sections of the Directors’ Remuneration
report on pages 66 to 82. The Company did not grant any credits, advances or guarantees of any kind to its Directors during the current and
preceding years.
116 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
116
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
5: Administration expenses
Gross administration expenses include the following items:
Employee costs
Salaries and wages
Performance-related bonuses
– payable in cash
– payable in shares2
Other share-based employee remuneration2
Social security
Net pension expense
– defined contribution scheme
Government Covid-19 employee assistance programs in the UK and France3
Continuing operations
Discontinued operations1
Total
Note
7A
2021
£m
33.8
5.7
1.0
6.7
2.3
7.1
3.0
–
52.9
0.1
53.0
20201
£m
35.6
1.4
–
1.4
2.2
6.6
3.5
(1.2)
48.1
0.8
48.9
2021
Number
494
195
2020
Number
538
232
2021
£m
0.6
0.5
0.2
1.3
0.1
1.4
1.1
3.3
2020
£m
0.5
0.4
0.3
1.2
0.9
2.1
1.4
3.5
1. Gross administration expenses of £1.1 million relating to the UK retail parks portfolio and previously presented as continuing operations for the year ended 31 December 2020
have been re-presented as discontinued operations following the sale of substantially all of the retail parks segment in 2021. Included in this figure is £0.8 million relating to
employee costs. Refer to note 10B for further details.
2. Total share-based employee remuneration is £3.3 million (2020: £2.2 million) comprising ‘performance-related bonuses – payable in shares’ of £1.0 million (2020: £nil) and
‘other share-based employee remuneration’ of £2.3 million (2020: £2.2 million).
3. Of the £1.2 million received from Government Covid-19 employee assistance programs in 2020, £0.5 million was attributable to the service charge.
4. Administration expenses for continuing operations include £8.6 million (2020: £nil) relating to business transformation costs, which are excluded from adjusted earnings in
note 12B. Of the £8.6 million, £4.2 million relates to redundancy payments to employees, with the balance relating to consultancy costs.
Of the total in the above table, £1.5 million (2020: £2.2 million) was capitalised in respect of development projects.
Employees throughout the Group, including Executive Directors, participate in a performance-related bonus scheme which, for certain senior
employees, is part payable in cash and part payable in shares. The Group also operates a number of share plans under which employees, including
Executive Directors, are eligible to participate. Further details of share-based payment arrangements, some of which have performance conditions,
are provided in the Directors’ Remuneration report on pages 66 to 82.
Employee numbers
Average number of employees
Employees recharged to tenants, included above
Other information
Auditors’ remuneration:
Audit of the Company’s annual financial statements
Audit of subsidiaries, pursuant to legislation
Audit-related assurance services1
Audit and audit-related assurance services
Other fees2
Total auditors’ remuneration3
Depreciation of plant and equipment
Depreciation of right-of-use assets
6: Directors’ emoluments
preceding years.
1. Relates principally to the review of the Group’s half year financial statements and other audit related services.
2. Other fees relate to reporting accountant work in respect of the €700 million bond issue and the rights issue in 2021 and 2020 respectively.
3. Total auditors’ remuneration shown above excludes the following additional amounts: £0.2 million (2020: £0.1 million) incurred in respect of the Group’s share of audit services
undertaken on behalf of its joint ventures; and in respect of the year ended 31 December 2020, an additional £0.3 million arising as a result of additional audit work incurred in
respect of Covid-19 impacts and going concern matters for the Group and its subsidiary financial statements.
Full details of the Directors’ emoluments, as required by the Companies Act 2006, are disclosed in the audited sections of the Directors’ Remuneration
report on pages 66 to 82. The Company did not grant any credits, advances or guarantees of any kind to its Directors during the current and
7: Pensions
A: Defined contribution pension scheme
The Company operates a UK funded approved Group Personal Pension Plan, which is a defined contribution pension scheme. The Group’s cost for the
year was £3.0 million (2020: £3.5 million), as disclosed in note 5.
B: Defined benefit pension schemes
Hammerson Group Management Limited Pension & Life Assurance Scheme (the Scheme).
The Scheme is funded and the funds, which are administered by trustees, are independent of the Group’s finances. The Scheme was closed to new
entrants on 31 December 2002 and was closed to future accrual for all participating employees on 30 June 2014.
Unfunded Unapproved Retirement Schemes
The Company also operates three Unfunded Unapproved Retirement Schemes. Two schemes provide pension benefits to two former Executive
Directors, the other meets pension commitment obligations to former US employees.
C: Changes in present value of defined benefit pension schemes
At 1 January
Amounts recognised in the consolidated income statement
– interest (cost)/income1
Amounts recognised in equity
– actuarial experience gains
– actuarial gains/(losses) from changes in financial assumptions
– actuarial gains/(losses) from changes in demographic assumptions
Contributions by employer2
Benefits
Exchange gains/(losses)
At 31 December
Analysed as:
Present value of the Scheme
Present value of Unfunded Retirement Schemes
Analysed as:
Non-current receivables3 (note 16A)
Current liabilities (note 19)
Non-current liabilities (note 23)
Obligations
£m
(132.5)
Assets
£m
98.0
2021
Net
£m
(34.5)
Obligations
£m
(125.2)
Assets
£m
79.9
2020
Net
£m
(45.3)
(1.6)
1.3
(0.3)
(2.5)
1.8
(0.7)
2.1
(16.8)
(0.4)
(15.1)
–
10.4
(0.1)
(132.5)
(121.1)
(11.4)
(132.5)
2.3
–
–
2.3
23.2
(9.2)
–
98.0
98.0
–
98.0
2.5
4.3
1.1
7.9
–
10.1
0.2
(115.9)
(105.8)
(10.1)
(115.9)
11.0
–
–
11.0
21.3
(9.0)
–
122.6
122.6
–
122.6
13.5
4.3
1.1
18.9
21.3
1.1
0.2
6.7
16.8
(10.1)
6.7
16.8
(0.9)
(9.2)
6.7
1. Included in Other interest payable (note 8).
2. The Group expects to make contributions totalling £14.9 million to the Scheme during 2022.
3. As permitted by IFRIC 14 the Group has recognised the pension surplus on the Scheme as it has a legal right to receive that surplus on winding up.
D: Summary of Scheme assets
Diversified Growth Funds
Equities
Total invested assets
Cash and other net current assets
Total Scheme assets
2021
£m
121.0
–
121.0
1.6
122.6
4.4
(16.8)
(0.4)
(12.8)
23.2
1.2
(0.1)
(34.5)
(23.1)
(11.4)
(34.5)
–
(0.9)
(33.6)
(34.5)
2020
£m
64.5
21.1
85.6
12.4
98.0
116 Hammerson plc Annual Report 2021
www.hammerson.com 117
www.hammerson.com 117
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
7: Pensions continued
E: Principal actuarial assumptions used for defined benefit pension schemes
Discount rate for Scheme liabilities
Increase in retail price index
Increase in pensions in payment
Life expectancy from age 60 for Scheme members:
Male aged 60 at 31 December
Male aged 40 at 31 December
Weighted average maturity
The Scheme
UK Unfunded Retirement Scheme
French Unfunded Retirement Scheme
US Unfunded Retirement Scheme
2021
%
2.0
3.3
3.3
Years
27.4
28.9
Years
18.0
11.6
11.0
5.7
2020
%
1.3
2.8
2.8
Years
27.6
29.1
Years
18.2
12.2
11.0
6.2
The present value of defined benefit obligations has been calculated by an external actuary. This was taken as the present value of accrued benefits and
pensions in payment calculated using the projected unit credit method.
F: Sensitivities to changes in assumptions and conditions
2021: Increase/(Decrease) in net balance sheet asset of the Scheme at 31 December
(2020: (Decrease)/Increase in net balance sheet liability of the Scheme at 31 December)
Discount rate + 0.1%
Price inflation + 0.1%
Long-term improvements in longevity 1.5% per annum
Asset value falls 5%
8: Net finance costs
Interest on bank loans and overdrafts
Interest on other borrowings1
Interest on obligations under head leases
Interest on other lease obligations
Debt and loan facility cancellation costs2
Other interest payable
Gross interest costs
Less: Interest capitalised
Finance costs
Change in fair value of derivatives
Finance income
Reported Group – continuing operations
2021
£m
1.8
(1.7)
(1.1)
(6.1)
2021
£m
5.8
73.4
2.2
0.1
21.6
1.2
104.3
(5.3)
99.0
14.0
(15.1)
97.9
2020
£m
(1.9)
1.9
1.2
4.9
2020
£m
9.1
87.7
2.3
0.1
–
1.3
100.5
(5.0)
95.5
(13.7)
(9.6)
72.2
1. Includes bond interest of £59.5 million (2020: £62.6 million).
2. Comprising redemption premiums and fees associated with the early repayment of senior notes and repayment of euro bonds, and are treated as ‘Capital and other’ in note 2.
118 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
118
2021
%
2.0
3.3
3.3
Years
27.4
28.9
Years
18.0
11.6
11.0
5.7
2021
£m
1.8
(1.7)
(1.1)
(6.1)
2021
£m
5.8
73.4
2.2
0.1
21.6
1.2
104.3
(5.3)
99.0
14.0
(15.1)
97.9
2020
%
1.3
2.8
2.8
Years
27.6
29.1
Years
18.2
12.2
11.0
6.2
2020
£m
(1.9)
1.9
1.2
4.9
2020
£m
9.1
87.7
2.3
0.1
–
1.3
100.5
(5.0)
95.5
(13.7)
(9.6)
72.2
Discount rate + 0.1%
Price inflation + 0.1%
Asset value falls 5%
8: Net finance costs
Interest on bank loans and overdrafts
Interest on other borrowings1
Interest on obligations under head leases
Interest on other lease obligations
Debt and loan facility cancellation costs2
Other interest payable
Gross interest costs
Less: Interest capitalised
Finance costs
Change in fair value of derivatives
Finance income
Reported Group – continuing operations
1. Includes bond interest of £59.5 million (2020: £62.6 million).
2. Comprising redemption premiums and fees associated with the early repayment of senior notes and repayment of euro bonds, and are treated as ‘Capital and other’ in note 2.
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
7: Pensions continued
E: Principal actuarial assumptions used for defined benefit pension schemes
Life expectancy from age 60 for Scheme members:
Male aged 60 at 31 December
Male aged 40 at 31 December
Discount rate for Scheme liabilities
Increase in retail price index
Increase in pensions in payment
Weighted average maturity
The Scheme
UK Unfunded Retirement Scheme
French Unfunded Retirement Scheme
US Unfunded Retirement Scheme
The present value of defined benefit obligations has been calculated by an external actuary. This was taken as the present value of accrued benefits and
pensions in payment calculated using the projected unit credit method.
F: Sensitivities to changes in assumptions and conditions
2021: Increase/(Decrease) in net balance sheet asset of the Scheme at 31 December
(2020: (Decrease)/Increase in net balance sheet liability of the Scheme at 31 December)
9: Tax
A: Tax charge
UK current tax
Foreign current tax
Tax charge – continuing operations
Tax charge – discontinued operations*
Tax charge – Reported Group
2021
£m
–
1.3
1.3
0.2
1.5
2020
£m
0.1
0.4
0.5
–
0.5
* Relates to tax arising on the disposal of UK retail parks and is included within ‘Capital and other’ in note 2.
The Group’s tax charge remains low because it has tax exempt status in its principal operating countries.
In the UK, the Group has been a REIT since 2007. As a REIT, the Group does not pay corporation tax on its UK property income or gains on property
sales provided that at least 90% of the Group’s UK tax exempt profit is distributed to shareholders as property income distributions (PIDs). In addition,
the Group has to pass certain business tests on an annual basis. Based on preliminary calculations, the Group has met the REIT conditions for 2021.
Hammerson has been a French SIIC since 2004. As a SIIC, the Group does not pay corporation tax on its French property income or gains on property
sales provided that at least 95% of the Group’s French tax exempt property profits and 70% of French tax exempt property gains are distributed to
shareholders. In addition, the Group has to meet certain conditions such as ensuring the property rental business of each French subsidiary represents
more than 80% of its assets.
The residual businesses in both the UK and France are subject to corporation tax as normal.
The Irish assets are held in a QIAIF, an alternative investment fund regulated by the Central Bank of Ireland. A QIAIF provides similar tax benefits to
those of a UK REIT but subjects dividends and certain excessive interest payments to a 20% withholding tax.
Long-term improvements in longevity 1.5% per annum
The Group is committed to remaining in these tax exempt regimes.
The Group operates in a number of jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during its
normal course of business. The tax impact can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process.
The Group uses in-house expertise when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate.
The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including tax laws and
prior experience.
B: Tax charge reconciliation
Loss before tax
Less: Loss after tax of joint ventures
Less: (Profit)/Loss after tax of associates
Loss on ordinary activities before tax
Loss multiplied by the UK corporation tax rate of 19% (2020: 19%)
UK REIT tax exemption
French SIIC tax exemption
Irish QIAIF tax exemption
Losses for the year not utilised
Non-deductible and other items
Tax charge – Reported Group
Tax charge – continuing operations
Tax charge – discontinued operations
Tax charge – Reported Group
Notes
2
14A
15A
2021
£m
(427.3)
170.4
(15.6)
(272.5)
(51.8)
20.4
8.9
12.5
10.1
1.4
1.5
1.3
0.2
1.5
2020
£m
(1,734.4)
882.7
148.3
(703.4)
(133.6)
61.1
27.6
12.9
28.8
3.7
0.5
0.5
–
0.5
C: Unrecognised deferred tax
A deferred tax asset is not recognised for UK revenue losses or capital losses where their future utilisation is uncertain. At 31 December 2021, the total
of such losses was £599 million (2020: £524 million) and £570 million (2020: £489 million) respectively, and the potential tax effect of these was
£150 million (2020: £99 million) and £143 million (2020: £92 million) respectively.
Deferred tax is not provided on potential gains on investments in subsidiaries when the Group can control whether gains crystallise and it is probable
that gains will not arise in the foreseeable future. At 31 December 2021, the total of such gains was £212 million (2020: £290 million) and the potential
tax effect before the offset of losses was £53 million (2020: £55 million).
If a UK REIT sells a property within three years of completion of development, the REIT exemption will not apply. At 31 December 2021, the value of
such completed properties was £nil (2020: £62 million). If these properties were to be sold without the benefit of the tax exemption, the tax arising
would be £nil (2020: £nil) due to the availability of capital losses.
118 Hammerson plc Annual Report 2021
www.hammerson.com 119
www.hammerson.com 119
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
10: Discontinued operations and assets classified as held for sale
A: Retail Parks disposals reclassified as discontinued operations
On 19 May 2021 substantially all of the remaining UK retail parks segment was sold. The profits and losses arising on these properties in 2020 and 2021
have been reclassified as discontinued operations, in accordance with IFRS 5. Residual properties previously included within the UK retail parks
portfolio have been reclassified to the ‘Developments and other’ segment of the business at their value as at 30 June 2021 and do not form part of
discontinued operations. Further explanations surrounding the judgements reached in relation to the reclassification are provided in note 1C.
Entity
Grantchester Developments (Falkirk) Limited
Grantchester Properties (Middlesbrough) Limited
Hammerson (Abbey) Limited
Hammerson (Brent South) Limited1
Hammerson (Didcot II) Limited
Hammerson (Didcot) Limited
Hammerson (Merthyr) Limited
Hammerson (Milton Keynes) Limited2
Hammerson (Ravenhead) Limited
Hammerson (Rugby) Limited
Telford Forge Retail Park Unit Trust
Property owned
Central Retail Park, Falkirk
Cleveland Retail Park, Middlesbrough
Abbey Retail Park, Belfast
Brent South Shopping Park, London
The Orchard Centre, Didcot (Phase 2)
The Orchard Centre, Didcot (Phase 1)
Cyfarthfa Retail Park, Merthyr Tydfil
The Point, Milton Keynes
Ravenhead Retail Park, St. Helens
Elliott’s Field, Rugby
Telford Forge Shopping Park, Telford
1. Disposed in February 2021. Results included within Share of Property interests in note 10B.
2. Disposed in September 2021.
B: (Loss)/Profit for the year from discontinued operations
Reported
Group
£m
Share of
Property
interests
£m
2021
Proportionally
consolidated
£m
Revenue
Gross rental income
Ground and equity rents payable
Gross rental income after rents payable
Service charge income
Service charge expenses
Net service charge expenses
Inclusive lease costs recovered through rent
Other property income/(outgoings)
Property outgoings
Change in the provision for amounts not yet
recognised in the income statement*
Net rental income
Net administration expenses
Operating profit before other net losses and
share of results of joint ventures
(Loss)/Profit on sale of properties
Revaluation losses on properties
Other net gains
Net (losses)/gains
Share of results of joint ventures
(Loss)/Profit before tax
Tax charge
(Loss)/Profit from discontinued operations
11.9
10.6
(0.1)
10.5
1.3
(2.1)
(0.8)
–
0.6
(0.2)
1.3
11.6
(0.1)
11.5
(32.0)
–
–
(32.0)
0.9
(19.6)
(0.2)
(19.8)
0.1
0.1
–
0.1
–
–
–
–
–
–
0.1
0.2
–
0.2
0.7
–
–
0.7
(0.9)
–
–
–
12.0
10.7
(0.1)
10.6
1.3
(2.1)
(0.8)
–
0.6
(0.2)
1.4
11.8
(0.1)
11.7
(31.3)
–
–
(31.3)
–
(19.6)
(0.2)
(19.8)
Reported
Group
£m
37.1
33.4
(0.3)
33.1
3.7
(4.2)
(0.5)
(0.2)
(12.2)
(12.9)
(1.4)
18.8
(1.1)
17.7
15.1
(50.8)
22.4
(13.3)
(2.5)
1.9
–
1.9
Share of
Property
interests
£m
1.9
1.7
–
1.7
0.2
(0.2)
–
–
(0.4)
(0.4)
(0.1)
1.2
–
1.2
–
(3.7)
–
(3.7)
2.5
–
–
–
2020
Proportionally
consolidated
£m
39.0
35.1
(0.3)
34.8
3.9
(4.4)
(0.5)
(0.2)
(12.6)
(13.3)
(1.5)
20.0
(1.1)
18.9
15.1
(54.5)
22.4
(17.0)
–
1.9
–
1.9
* Relates to the impairment of trade receivables relating to the period after 1 January 2022 (2020: 1 January 2021), where the corresponding deferred income balance is classified
within current payables.
C: Cash flows from discontinued operations
Cash flows from operating activities
Cash flows from investing activities
Total cash flows from discontinued operations
2021
£m
7.1
347.7
354.8
2020
£m
5.7
46.4
52.1
120 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
120
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
A: Retail Parks disposals reclassified as discontinued operations
On 19 May 2021 substantially all of the remaining UK retail parks segment was sold. The profits and losses arising on these properties in 2020 and 2021
have been reclassified as discontinued operations, in accordance with IFRS 5. Residual properties previously included within the UK retail parks
portfolio have been reclassified to the ‘Developments and other’ segment of the business at their value as at 30 June 2021 and do not form part of
discontinued operations. Further explanations surrounding the judgements reached in relation to the reclassification are provided in note 1C.
Entity
Grantchester Developments (Falkirk) Limited
Grantchester Properties (Middlesbrough) Limited
Hammerson (Abbey) Limited
Hammerson (Brent South) Limited1
Hammerson (Didcot II) Limited
Hammerson (Didcot) Limited
Hammerson (Merthyr) Limited
Hammerson (Milton Keynes) Limited2
Hammerson (Ravenhead) Limited
Hammerson (Rugby) Limited
Telford Forge Retail Park Unit Trust
Property owned
Central Retail Park, Falkirk
Cleveland Retail Park, Middlesbrough
Abbey Retail Park, Belfast
Brent South Shopping Park, London
The Orchard Centre, Didcot (Phase 2)
The Orchard Centre, Didcot (Phase 1)
Cyfarthfa Retail Park, Merthyr Tydfil
The Point, Milton Keynes
Ravenhead Retail Park, St. Helens
Elliott’s Field, Rugby
Telford Forge Shopping Park, Telford
1. Disposed in February 2021. Results included within Share of Property interests in note 10B.
2. Disposed in September 2021.
B: (Loss)/Profit for the year from discontinued operations
Revenue
Gross rental income
Ground and equity rents payable
Gross rental income after rents payable
Service charge income
Service charge expenses
Net service charge expenses
Inclusive lease costs recovered through rent
Other property income/(outgoings)
Property outgoings
Change in the provision for amounts not yet
recognised in the income statement*
Net rental income
Net administration expenses
Operating profit before other net losses and
share of results of joint ventures
(Loss)/Profit on sale of properties
Revaluation losses on properties
Other net gains
Net (losses)/gains
Share of results of joint ventures
(Loss)/Profit before tax
Tax charge
(Loss)/Profit from discontinued operations
£m
11.9
10.6
(0.1)
10.5
1.3
(2.1)
(0.8)
–
0.6
(0.2)
1.3
11.6
(0.1)
11.5
(32.0)
–
–
(32.0)
0.9
(19.6)
(0.2)
(19.8)
£m
0.1
0.1
0.1
–
–
–
–
–
–
–
0.1
0.2
–
0.2
0.7
–
–
–
–
–
0.7
(0.9)
within current payables.
C: Cash flows from discontinued operations
Cash flows from operating activities
Cash flows from investing activities
Total cash flows from discontinued operations
2021
£m
12.0
10.7
(0.1)
10.6
1.3
(2.1)
(0.8)
–
0.6
(0.2)
1.4
11.8
(0.1)
11.7
(31.3)
–
–
–
(31.3)
(19.6)
(0.2)
(19.8)
£m
37.1
33.4
(0.3)
33.1
3.7
(4.2)
(0.5)
(0.2)
(12.2)
(12.9)
(1.4)
18.8
(1.1)
17.7
15.1
(50.8)
22.4
(13.3)
(2.5)
1.9
–
1.9
£m
1.9
1.7
–
1.7
0.2
(0.2)
–
–
(0.4)
(0.4)
(0.1)
1.2
–
1.2
–
(3.7)
–
(3.7)
2.5
–
–
–
£m
39.0
35.1
(0.3)
34.8
3.9
(4.4)
(0.5)
(0.2)
(12.6)
(13.3)
(1.5)
20.0
(1.1)
18.9
15.1
(54.5)
22.4
(17.0)
–
1.9
–
1.9
2021
£m
7.1
347.7
354.8
2020
£m
5.7
46.4
52.1
* Relates to the impairment of trade receivables relating to the period after 1 January 2022 (2020: 1 January 2021), where the corresponding deferred income balance is classified
10: Discontinued operations and assets classified as held for sale
D: Assets held for sale 2021: UK flagships
On 14 December 2021 the Group exchanged contracts for the sale of its 50% interest in the entities which own the Silverburn, Glasgow (‘Silverburn’)
with completion due in March 2022. As a result, the net assets of Silverburn have been reclassified to assets held for sale at that date, and subsequently
impaired to its fair value less costs of disposal. A summary of the assets and liabilities reclassified to ‘assets held for sale’ in the consolidated balance
sheet is provided in the table below:
Investment properties
Non-current receivables
Current receivables
Cash and deposits
Assets held for sale
Current payables
Non-current payables
Liabilities associated with assets held for sale
Net assets reclassified from investments in joint ventures
Impairment
Net assets associated with assets held for sale (as presented in the consolidated balance sheet)
2021
£m
69.1
0.6
2.0
4.6
76.3
(3.8)
(0.2)
(4.0)
72.3
(0.9)
71.4
Reported
Group
Share of
Property
interests
Proportionally
consolidated
Reported
Group
Share of
Property
interests
2020
Proportionally
consolidated
E: Assets held for sale 2020: VIA Outlets
At 30 June 2020, substantially all of the Group’s investment in VIA Outlets was reclassified from investments in joint ventures to assets held for sale
and subsequently impaired to its fair value less costs of disposal. On 31 October 2020, the Group completed the sale of this investment. Further
information is provided in note 1C. An analysis of the movements during the current and preceding year between investments in joint ventures, other
investments and assets held for sale is provided in the table below:
Balance at 1 January 2020
Share of results to 30 June 2020
Impairment of investment
Advances
Exchange and other movements to 30 June 2020
Reclassification to assets held for sale
Share of results of Zweibrücken B.V. from 1 July 2020 to 31 October 2020
Reclassification to other investments
Exchange movements
Share of results from 1 July 2020 to 31 October 2020
Transaction price adjustments from 1 July 2020 to 31 October 2020
Remainder of the impairment
Impairment relating to assets held for sale: VIA Outlets
Disposal at transaction price less selling costs
Fair value movement on other investments
Investment in VIA Outlets – 31 December 2020
Exchange movements
Fair value movement on other investments
Investment in VIA Outlets – 31 December 2021
Investment in
joint ventures
£m
379.0
(20.9)
(9.6)
12.6
24.8
(376.3)
0.2
(9.8)
–
–
–
–
–
–
–
–
–
–
–
Other
investments
£m
–
–
–
–
–
–
–
9.8
–
–
–
–
–
–
(0.1)
9.7
(0.6)
0.4
9.5
Assets held
for sale
£m
–
–
–
–
–
376.3
–
–
(1.8)
7.1
(1.6)
(109.3)
(103.8)
(270.7)
–
–
–
–
–
Total
£m
379.0
(20.9)
(9.6)
12.6
24.8
–
0.2
–
(1.8)
7.1
(1.6)
(109.3)
(103.8)
(270.7)
(0.1)
9.7
(0.6)
0.4
9.5
F: Adjusted earnings from assets held for sale: VIA Outlets – 1 July 2020 to 31 October 2020
In accordance with IFRS 5, equity accounting ceased from the date of reclassification from investment in joint ventures to assets held for sale, and
therefore subsequent movements in earnings, where these impacted the final transaction price and therefore the fair value, are reflected in the
impairment movement. However, for the purposes of calculating the Group’s adjusted earnings metric, the Group’s share of profit from assets held for
sale for the period from 1 July 2020 to the completion date as shown in the table below have been included as the Group remained entitled to its 50%
share for that period. Management believes this provides more relevant and useful information to users of the financial statements by incorporating all
of the adjusted earnings to which the Group is entitled. A summary of adjusted earnings from assets held for sale is detailed below.
Profit for the period 1 July 2020 to 31 October 2020*
Change in fair value of derivatives
Translation movements on intragroup funding loan
Total adjustments
Adjusted earnings
£m
7.1
(0.2)
1.2
1.0
8.1
* Excludes revaluation and deferred tax movements in the period as these were fixed at 30 June 2020 values in accordance with the sale agreement. These, however, have been
excluded for the purposes of calculating adjusted earnings.
120 Hammerson plc Annual Report 2021
www.hammerson.com 121
www.hammerson.com 121
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
11: Dividends
The proposed final dividend of 0.2 pence per share, was recommended by the Board on 3 March 2022 and, subject to approval by shareholders,
is payable on 10 May 2022 to shareholders on the register at the close of business on 1 April 2022. The dividend will be paid entirely as a PID, net of
withholding tax at the basic rate (currently 20%).
As an alternative to a cash dividend, the Company has offered an enhanced scrip dividend of 2.0 pence per share. The REIT rules require that for a scrip
dividend, a cash alternative must be offered to shareholders. The Company received clearance from HMRC that the cash alternative may be set at a
different level to the scrip dividend thereby permitting, following shareholder approval, the 2021 interim dividend to be paid as an enhanced scrip
dividend. This clearance also applies to the proposed 2021 final dividend.
The aggregate amount of the 2021 final dividend is £88.4 million, assuming all shareholders elect to receive the scrip alternative. This has been
calculated using the total number of eligible shares outstanding, at 31 December 2021, at their estimated market value.
The interim dividend of 0.2 pence per share in cash, or 2.0 pence per share as an enhanced scrip alternative, was paid on 7 December 2021, entirely as a
non-PID, hence no withholding tax is payable thereon.
Pence
per
share
Equity
dividends
2021
£m
Equity
dividends
2020
£m
Current year
2021 final dividend1
2021 interim dividend
Prior year
2020 final dividend1
2020 interim dividend1
Total dividends2
0.2 (enhanced scrip 2.0)
0.2 (enhanced scrip 2.0)
0.4 (enhanced scrip 4.0)
0.2 (enhanced scrip 2.0)
0.2 (enhanced scrip 2.0)
Reconciliation to dividends paid as reported in the consolidated cash flow statement
Total dividends
Less: settled as a scrip dividend3
Dividend impact on retained earnings
Less: settled as a scrip dividend – share capital increase4
Less: settled as a scrip dividend – share premium utilised5
Dividends payable in cash
2019 interim dividend withholding tax (paid 2020)
2020 interim dividend withholding tax (paid 2021)
Dividends paid as reported in the consolidated cash flow statement
–
73.0
62.7
–
135.7
135.7
(122.7)
13.0
(18.1)
18.1
13.0
–
11.9
24.9
–
–
–
71.5
71.5
71.5
(47.1)
24.4
(11.3)
–
13.1
12.2
(11.9)
13.4
1. Paid as a PID.
2. Equity dividends are shown at the market value of the shares issued to satisfy the scrip dividend, totalling £122.7 million (2020: £47.1 million), in addition to cash dividends
payable.
3. Represents the difference between the market value and nominal value of scrip dividends settled in shares.
4. Represents the nominal value of shares issued as a result of the scrip dividend.
5. For the 2021 interim dividend and the 2020 final dividend, the Company elected to utilise the share premium account to fund the nominal value of the scrip dividend settled in
shares and it is the intention of the Company to do the same for the proposed 2021 final dividend.
12: (Loss)/Earnings per share and net asset value per share
The European Public Real Estate Association (EPRA) has issued recommended bases for the calculation of certain per share information and these are
included in notes 12B and 12D. Commentary on (loss)/earnings and net asset value per share is provided in the Financial review on pages 22 to 35.
Headline earnings per share has been calculated and presented in note 12C as required by the Johannesburg Stock Exchange listing requirements.
A: Number of shares for (loss)/earnings per share calculations
Shares (million)
Basic, EPRA
and adjusted
4,392.9
20211
Diluted
4,392.9
Basic, EPRA and
adjusted
2,779.3
20201,2
Diluted
2,779.3
1. In 2021 and 2020, there was no difference in the weighted average number of shares used for the calculation of basic and diluted (loss)/earnings per share as the effect of all
potentially dilutive shares outstanding was anti-dilutive. The total number of shares including potentially dilutive shares at 31 December 2021 was 4,400.5 million (2020:
2,263.0 million).
2. Previously reported as 2,257.3 million shares, restated as a result of the application of accounting standard IAS 33 in respect of the bonus element of the scrip dividends declared
by the Company. IAS 33 requires a retrospective adjustment to the weighted average number of ordinary shares used to determine the Group’s (loss)/earnings per share. See
note 12B for details regarding the impact of this change on basic, diluted and adjusted (loss)/earnings per share metrics.
The calculations for (loss)/earnings per share use the weighted average number of shares, which excludes those shares held in the Hammerson
Employee Share Ownership Plan, and those held as treasury shares, which are treated as cancelled. The calculations for net asset value per share use
the number of shares in issue at 31 December as shown in note 12D.
122 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
122
B: (Loss)/Earnings per share
Basic – continuing operations
Basic – discontinued operations
Basic and diluted – total
Adjustments:
Revaluation losses on managed portfolio
Loss/(Profit) on sale of properties
Tax charge: discontinued operations
Net exchange gain previously recognised in equity, recycled on disposal of foreign
operations
Reversal of impairment on reclassification from assets held for sale
Impairment recognised on reclassification to assets held for sale
Impairment of investments in joint ventures and associates
Other impairments
Change in fair value of derivatives2
Debt and loan facility cancellation costs3
Change in fair value of other investments
Indirect costs of rights issue
Premium outlets:
Revaluation losses on properties
Change in fair value of derivatives
Deferred tax credit
Other adjustments
Total adjustments
EPRA earnings
Business transformation costs
Change in provision for amounts not yet recognised in the income statement
Adjusted earnings from investment in VIA Outlets since reclassification to assets held
for sale
Translation movement on intragroup funding loan: VIA Outlets
Adjusted earnings
Notes
2
2
2
2
2
9A
2
2
2
2
2
2
2
14B, 15B
14B, 15B
14B, 15B
15B
5
2
10F
14B
(Loss)/
Earnings
£m
(409.3)
(19.8)
(429.1)
457.5
22.4
0.2
(11.0)
–
0.9
11.5
0.7
9.8
22.0
(0.4)
–
12.0
(14.8)
(1.2)
(0.1)
(4.1)
509.5
80.4
8.6
(8.1)
–
–
80.9
2021
Pence
per
share
(9.3)
(0.5)
(9.8)
10.4
0.5
–
(0.2)
–
–
0.3
–
0.2
0.5
–
–
0.3
(0.4)
–
–
(0.1)
11.6
1.8
0.2
(0.2)
–
–
1.8
(Loss)/
Earnings
£m
(1,736.7)
1.9
(1,734.8)
1,438.8
(11.6)
–
(5.2)
(22.4)
103.8
103.9
–
(11.8)
–
0.1
0.3
157.3
14.7
(17.3)
0.1
154.8
1,750.7
15.9
–
12.0
8.1
0.5
36.5
20201
Pence
per
share
(62.5)
0.1
(62.4)
51.8
(0.4)
–
(0.2)
(0.8)
3.7
3.7
–
(0.4)
–
–
–
5.7
0.5
(0.6)
–
5.6
63.0
0.6
–
0.4
0.3
–
1.3
1. Restated as a result of the application of accounting standard IAS 33. See note 12A for further details. The previously reported basic and diluted total loss per share in 2020 was
(76.9) pence, the EPRA earnings per share was previously 0.7 pence and the adjusted earnings per share was 1.6 pence.
2. Comprises £14.0 million (2020: £(13.7) million) relating to the Reported Group and £(4.2) million (2020: £1.9 million) from Share of Property interests.
3. Comprises £21.6 million (2020: £nil) relating to the Reported Group and £0.4 million (2020: £nil) from Share of Property interests.
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
11: Dividends
The proposed final dividend of 0.2 pence per share, was recommended by the Board on 3 March 2022 and, subject to approval by shareholders,
is payable on 10 May 2022 to shareholders on the register at the close of business on 1 April 2022. The dividend will be paid entirely as a PID, net of
withholding tax at the basic rate (currently 20%).
As an alternative to a cash dividend, the Company has offered an enhanced scrip dividend of 2.0 pence per share. The REIT rules require that for a scrip
dividend, a cash alternative must be offered to shareholders. The Company received clearance from HMRC that the cash alternative may be set at a
different level to the scrip dividend thereby permitting, following shareholder approval, the 2021 interim dividend to be paid as an enhanced scrip
dividend. This clearance also applies to the proposed 2021 final dividend.
The aggregate amount of the 2021 final dividend is £88.4 million, assuming all shareholders elect to receive the scrip alternative. This has been
calculated using the total number of eligible shares outstanding, at 31 December 2021, at their estimated market value.
The interim dividend of 0.2 pence per share in cash, or 2.0 pence per share as an enhanced scrip alternative, was paid on 7 December 2021, entirely as a
non-PID, hence no withholding tax is payable thereon.
Current year
2021 final dividend1
2021 interim dividend
Prior year
2020 final dividend1
2020 interim dividend1
Total dividends2
Reconciliation to dividends paid as reported in the consolidated cash flow statement
Total dividends
Less: settled as a scrip dividend3
Dividend impact on retained earnings
Less: settled as a scrip dividend – share capital increase4
Less: settled as a scrip dividend – share premium utilised5
Dividends payable in cash
2019 interim dividend withholding tax (paid 2020)
2020 interim dividend withholding tax (paid 2021)
Dividends paid as reported in the consolidated cash flow statement
Pence
per
share
Equity
dividends
2021
£m
Equity
dividends
2020
£m
0.2 (enhanced scrip 2.0)
0.2 (enhanced scrip 2.0)
0.4 (enhanced scrip 4.0)
0.2 (enhanced scrip 2.0)
0.2 (enhanced scrip 2.0)
–
73.0
62.7
–
135.7
135.7
(122.7)
13.0
(18.1)
18.1
13.0
–
11.9
24.9
–
–
–
71.5
71.5
71.5
(47.1)
24.4
(11.3)
–
13.1
12.2
(11.9)
13.4
1. Paid as a PID.
payable.
2. Equity dividends are shown at the market value of the shares issued to satisfy the scrip dividend, totalling £122.7 million (2020: £47.1 million), in addition to cash dividends
3. Represents the difference between the market value and nominal value of scrip dividends settled in shares.
4. Represents the nominal value of shares issued as a result of the scrip dividend.
5. For the 2021 interim dividend and the 2020 final dividend, the Company elected to utilise the share premium account to fund the nominal value of the scrip dividend settled in
shares and it is the intention of the Company to do the same for the proposed 2021 final dividend.
12: (Loss)/Earnings per share and net asset value per share
The European Public Real Estate Association (EPRA) has issued recommended bases for the calculation of certain per share information and these are
included in notes 12B and 12D. Commentary on (loss)/earnings and net asset value per share is provided in the Financial review on pages 22 to 35.
Headline earnings per share has been calculated and presented in note 12C as required by the Johannesburg Stock Exchange listing requirements.
A: Number of shares for (loss)/earnings per share calculations
Basic, EPRA
and adjusted
4,392.9
20211
Diluted
4,392.9
Basic, EPRA and
adjusted
2,779.3
20201,2
Diluted
2,779.3
Shares (million)
2,263.0 million).
1. In 2021 and 2020, there was no difference in the weighted average number of shares used for the calculation of basic and diluted (loss)/earnings per share as the effect of all
potentially dilutive shares outstanding was anti-dilutive. The total number of shares including potentially dilutive shares at 31 December 2021 was 4,400.5 million (2020:
2. Previously reported as 2,257.3 million shares, restated as a result of the application of accounting standard IAS 33 in respect of the bonus element of the scrip dividends declared
by the Company. IAS 33 requires a retrospective adjustment to the weighted average number of ordinary shares used to determine the Group’s (loss)/earnings per share. See
note 12B for details regarding the impact of this change on basic, diluted and adjusted (loss)/earnings per share metrics.
The calculations for (loss)/earnings per share use the weighted average number of shares, which excludes those shares held in the Hammerson
Employee Share Ownership Plan, and those held as treasury shares, which are treated as cancelled. The calculations for net asset value per share use
the number of shares in issue at 31 December as shown in note 12D.
122 Hammerson plc Annual Report 2021
www.hammerson.com 123
www.hammerson.com 123
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
12: (Loss)/Earnings per share and net asset value per share continued
C: Headline earnings per share
Loss for the year attributable to equity shareholders
Revaluation losses on managed portfolio: Reported Group and Share of Property interests
Loss/(Profit) on sale of properties: Reported Group and Share of Property interests
Net exchange gain previously recognised in equity, recycled on disposal of foreign
operations: Reported Group
Reversal of impairment on reclassification from assets held for sale: Reported Group
Impairment recognised on reclassification to assets held for sale: Reported Group
Impairment of investments in joint ventures and associates: Reported Group
Other impairments: Reported Group
Indirect costs of rights issue: Reported Group
Revaluation losses on properties: Premium outlets
Deferred tax: Premium outlets
Translation movements on intragroup funding loan: VIA Outlets
Other movements: Premium outlets
Headline earnings
Basic headline earnings per share (pence)
Diluted headline earnings per share (pence)
Reconciliation of headline earnings to adjusted earnings
Headline earnings as above
Tax charge: discontinued operations
Change in fair value of derivatives: Reported Group and Share of Property interests
Debt and loan facility cancellation costs: Reported Group and Share of Property interests
Change in fair value of other investments: Reported Group
Change in fair value of derivatives: Premium outlets
Business transformation costs: Reported Group
Change in provision for amounts not yet recognised in the income statement: Reported Group and
Share of Property interests
Change in fair value of financial assets: Premium outlets
Adjusted earnings from investment in VIA Outlets since reclassification to assets held for sale
Adjusted earnings
* Restated from 0.6 pence to 0.5 pence per share as a result of the application of IAS 33, see note 12A for further details.
Notes
2
12B
12B
12B
12B
12B
12B
12B
12B
12B
12B
12B
12B
Notes
12B
12B
12B
12B
12B
12B
12B
12B
12B
2021
(Loss)/Earnings
£m
(429.1)
457.5
22.4
2020
(Loss)/Earnings
£m
(1,734.8)
1,438.8
(11.6)
(11.0)
–
0.9
11.5
0.7
–
12.0
(1.2)
–
(0.1)
63.6
1.4p
1.4p
(5.2)
(22.4)
103.8
103.9
–
0.3
157.3
(17.3)
0.5
–
13.3
0.5p*
0.5p*
2021
(Loss)/Earnings
£m
63.6
0.2
9.8
22.0
(0.4)
(14.8)
8.6
2020
(Loss)/Earnings
£m
13.3
–
(11.8)
–
0.1
14.7
–
(8.1)
–
–
80.9
12.0
0.1
8.1
36.5
124 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
124
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
C: Headline earnings per share
Loss for the year attributable to equity shareholders
Revaluation losses on managed portfolio: Reported Group and Share of Property interests
Loss/(Profit) on sale of properties: Reported Group and Share of Property interests
Net exchange gain previously recognised in equity, recycled on disposal of foreign
operations: Reported Group
Reversal of impairment on reclassification from assets held for sale: Reported Group
Impairment recognised on reclassification to assets held for sale: Reported Group
Impairment of investments in joint ventures and associates: Reported Group
Other impairments: Reported Group
Indirect costs of rights issue: Reported Group
Revaluation losses on properties: Premium outlets
Deferred tax: Premium outlets
Translation movements on intragroup funding loan: VIA Outlets
Other movements: Premium outlets
Headline earnings
Basic headline earnings per share (pence)
Diluted headline earnings per share (pence)
Reconciliation of headline earnings to adjusted earnings
Headline earnings as above
Tax charge: discontinued operations
Change in fair value of derivatives: Reported Group and Share of Property interests
Debt and loan facility cancellation costs: Reported Group and Share of Property interests
Change in fair value of other investments: Reported Group
Change in fair value of derivatives: Premium outlets
Business transformation costs: Reported Group
Share of Property interests
Change in fair value of financial assets: Premium outlets
Change in provision for amounts not yet recognised in the income statement: Reported Group and
Adjusted earnings from investment in VIA Outlets since reclassification to assets held for sale
Adjusted earnings
* Restated from 0.6 pence to 0.5 pence per share as a result of the application of IAS 33, see note 12A for further details.
Notes
2
12B
12B
12B
12B
12B
12B
12B
12B
12B
12B
12B
12B
Notes
12B
12B
12B
12B
12B
12B
12B
12B
12B
(Loss)/Earnings
(Loss)/Earnings
2021
£m
(429.1)
457.5
22.4
2020
£m
(1,734.8)
1,438.8
(11.6)
(11.0)
–
0.9
11.5
0.7
12.0
(1.2)
–
–
(0.1)
63.6
1.4p
1.4p
2021
£m
63.6
0.2
9.8
22.0
(0.4)
(14.8)
8.6
(8.1)
–
–
80.9
(5.2)
(22.4)
103.8
103.9
–
0.3
157.3
(17.3)
0.5
–
13.3
0.5p*
0.5p*
2020
£m
13.3
(11.8)
–
–
0.1
14.7
–
12.0
0.1
8.1
36.5
(Loss)/Earnings
(Loss)/Earnings
12: (Loss)/Earnings per share and net asset value per share continued
D: Net asset value per share
31 December 2021
Basic and diluted NAV
Exclude: Deferred tax1
– Reported Group
– Share of Property interests
– Value Retail
Fair value of interest rate swaps
– Reported Group
– Share of Property interests
– Value Retail
Include: Purchasers’ costs2
Fair value of currency swaps as a result of interest rates
– Reported Group3
Fair value of borrowings
– Reported Group
– Share of Property interests
NAV metrics
Number of shares for per share calculations (millions)
Diluted NAV per share (pence)
31 December 2020
Basic and diluted NAV
Exclude: Deferred tax1
– Reported Group
– Share of Property interests
– Value Retail
Fair value of interest rate swaps
– Share of Property interests
– Value Retail
Include: Purchasers’ costs2
Fair value of currency swaps as a result of interest rates
– Reported Group3
Fair value of borrowings
– Reported Group
– Share of Property interests
NAV metrics
Number of shares for per share calculations (millions)
Diluted NAV per share (pence)
Notes
NRV
£m
2,745.9
NTA
£m
2,745.9
Metrics
NDV
£m
2,745.9
14A
15D
21A
14C
15D
21H
24
0.4
0.1
187.9
188.4
(10.3)
1.6
1.2
(7.5)
346.4
0.2
–
94.0
94.2
(10.3)
1.6
1.2
(7.5)
–
7.5
7.5
–
–
–
3,280.7
4,419.5
74
–
–
–
2,840.1
4,419.5
64
Notes
NRV
£m
3,208.8
NTA
£m
3,208.8
14A
15D
14C
15D
21H
24
0.4
0.1
197.3
197.8
5.9
17.7
23.6
415.9
0.2
–
98.7
98.9
5.9
17.7
23.6
–
(14.4)
(14.4)
–
–
–
3,831.7
4,057.3
94
–
–
–
3,316.9
4,057.3
82
–
–
–
–
–
–
–
–
–
–
(94.0)
(1.4)
(95.4)
2,650.5
4,419.5
60
Metrics
NDV
£m
3,208.8
–
–
–
–
–
–
–
–
–
(55.8)
(1.8)
(57.6)
3,151.2
4,057.3
78
In 2020, investments in associates and joint ventures were impaired to their recoverable amount, resulting in the recognition of an impairment charge
of £103.9 million in the consolidated income statement, equivalent to the carrying value of the notional goodwill. For the purposes of the calculations
above, no adjustment has been recognised for the notional goodwill, as it is deemed fully impaired.
1. For the purposes of the NTA metric, the Group has applied the EPRA guidance in excluding 50% of deferred taxes.
2. In line with EPRA guidance this represents property transfer taxes and fees payable should the Group’s property portfolio (including premium outlets), be acquired at period
end market values.
3. The fair value adjustment to currency swaps as a result of interest rates after ignoring the impact of foreign exchange rates.
124 Hammerson plc Annual Report 2021
www.hammerson.com 125
www.hammerson.com 125
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
13: Properties
Balance at 1 January
Exchange adjustment
Capital expenditure
Transfer from assets held for sale – retail parks
Disposals
Transfer to trading properties1
Capitalised interest
Revaluation losses
Balance at 31 December
Investment
properties
£m
2,152.8
(83.3)
71.2
–
(382.2)
(28.7)
5.3
(173.7)
1,561.4
Trading
properties
£m
–
(0.6)
6.2
–
–
28.7
–
–
34.3
2021
Total
properties
£m
2,152.8
(83.9)
77.4
–
(382.2)
–
5.3
(173.7)
1,595.7
2020
Investment
properties
£m
2,098.7
80.2
57.3
415.7
(10.6)
–
5.0
(493.5)
2,152.8
1. In December 2019, the Group exchanged contracts for the forward sale of Italik, Paris, subject to completion of the development works. The development was opened during the
first half of the year. On 30 June 2021, 75% of Italik contracted for sale was transferred to trading properties at the agreed sales price less forecast costs to complete. There were
no trading properties in the previous year.
Analysis of properties by tenure
Valuation at 31 December 2021
Valuation at 31 December 2020
Freehold
£m
889.4
1,231.4
Long leasehold
£m
706.3
921.4
Total
£m
1,595.7
2,152.8
Properties are stated at fair value as at 31 December 2021, valued by professionally qualified external valuers, in accordance with RICS Valuation –
Global Standards, and based on certain assumptions as set out in note 1D. Valuations at 31 December 2021 have been performed by the following:
Cushman and Wakefield LLP (C&W)
Brent Cross, Irish portfolio, Value Retail (not included in the tables above)
CBRE Limited (CBRE)
UK flagships, Developments and other properties
Jones Lang LaSalle Limited (JLL)
UK flagships, Developments and other properties, French portfolio
Valuation fees are based on a fixed amount agreed between the Group and the valuers and are independent of the portfolio value. A summary of the
valuers’ reports is available on the Company’s website: www.hammerson.com.
In the case of leasehold properties, valuations are net of any obligation to freeholders or superior leaseholders. To comply with IAS 40 and IFRS 16
these obligations and the related leasehold assets are shown separately in the balance sheet within ‘Obligations under head leases’ (note 22) and
‘Interests in leasehold properties’ respectively. Further information is provided in ‘Significant accounting policies’ on page 110.
As set out in note 1D on page 103, real estate valuations are complex, derived from data which is not widely publicly available and involve a significant
degree of estimation. For these reasons, and consistent with EPRA’s guidance, we have classified the valuations of our property portfolio as Level 3 as
defined by IFRS 13. The potential impact on property valuations of changes in the underlying input assumptions has been outlined in the sensitivity
analysis in note 1D on page 104.
Unamortised tenant incentives are included within capital expenditure, net of impairment provisions as detailed in notes 1D and 21E.
Capitalised interest is calculated using the cost of secured debt or the Group’s weighted average cost of borrowings, as appropriate, and the effective rate
applied in 2021 was 3.2% (2020: 3.0%). At 31 December 2021, the historical cost of investment properties was £2,081.3 million (2020: £2,660.9 million).
Joint operations
At 31 December 2021, investment properties included a 50% interest in the Ilac Centre, Dublin and a 50% interest in Swords Pavilions, Dublin, totalling
£149.8 million (2020: £175.3 million). These properties are both held within joint operations which are jointly controlled in co-ownership with Irish Life
Assurance plc, and proportionally consolidated.
126 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
126
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
13: Properties
Transfer from assets held for sale – retail parks
Balance at 1 January
Exchange adjustment
Capital expenditure
Disposals
Transfer to trading properties1
Capitalised interest
Revaluation losses
Balance at 31 December
Analysis of properties by tenure
Valuation at 31 December 2021
Valuation at 31 December 2020
Investment
properties
£m
2,152.8
(83.3)
71.2
–
(382.2)
(28.7)
5.3
(173.7)
1,561.4
Trading
properties
£m
–
(0.6)
6.2
–
–
–
–
28.7
34.3
2021
Total
£m
properties
2,152.8
(83.9)
77.4
–
–
(382.2)
5.3
(173.7)
1,595.7
2020
Investment
properties
£m
2,098.7
80.2
57.3
415.7
(10.6)
–
5.0
(493.5)
2,152.8
Freehold
Long leasehold
£m
889.4
1,231.4
£m
706.3
921.4
Total
£m
1,595.7
2,152.8
1. In December 2019, the Group exchanged contracts for the forward sale of Italik, Paris, subject to completion of the development works. The development was opened during the
first half of the year. On 30 June 2021, 75% of Italik contracted for sale was transferred to trading properties at the agreed sales price less forecast costs to complete. There were
no trading properties in the previous year.
Properties are stated at fair value as at 31 December 2021, valued by professionally qualified external valuers, in accordance with RICS Valuation –
Global Standards, and based on certain assumptions as set out in note 1D. Valuations at 31 December 2021 have been performed by the following:
Cushman and Wakefield LLP (C&W)
Brent Cross, Irish portfolio, Value Retail (not included in the tables above)
CBRE Limited (CBRE)
UK flagships, Developments and other properties
Jones Lang LaSalle Limited (JLL)
UK flagships, Developments and other properties, French portfolio
Valuation fees are based on a fixed amount agreed between the Group and the valuers and are independent of the portfolio value. A summary of the
valuers’ reports is available on the Company’s website: www.hammerson.com.
In the case of leasehold properties, valuations are net of any obligation to freeholders or superior leaseholders. To comply with IAS 40 and IFRS 16
these obligations and the related leasehold assets are shown separately in the balance sheet within ‘Obligations under head leases’ (note 22) and
‘Interests in leasehold properties’ respectively. Further information is provided in ‘Significant accounting policies’ on page 110.
As set out in note 1D on page 103, real estate valuations are complex, derived from data which is not widely publicly available and involve a significant
degree of estimation. For these reasons, and consistent with EPRA’s guidance, we have classified the valuations of our property portfolio as Level 3 as
defined by IFRS 13. The potential impact on property valuations of changes in the underlying input assumptions has been outlined in the sensitivity
analysis in note 1D on page 104.
Unamortised tenant incentives are included within capital expenditure, net of impairment provisions as detailed in notes 1D and 21E.
Capitalised interest is calculated using the cost of secured debt or the Group’s weighted average cost of borrowings, as appropriate, and the effective rate
applied in 2021 was 3.2% (2020: 3.0%). At 31 December 2021, the historical cost of investment properties was £2,081.3 million (2020: £2,660.9 million).
Joint operations
At 31 December 2021, investment properties included a 50% interest in the Ilac Centre, Dublin and a 50% interest in Swords Pavilions, Dublin, totalling
£149.8 million (2020: £175.3 million). These properties are both held within joint operations which are jointly controlled in co-ownership with Irish Life
Assurance plc, and proportionally consolidated.
14: Investment in joint ventures
The Group has investments in a number of jointly controlled property and corporate interests, which have been equity accounted under IFRS in the
consolidated financial statements.
As explained in the Financial review on page 22, management reviews the business principally on a proportionally consolidated basis, except for its
premium outlet investments. Following the sale of substantially all of the Group’s investment in VIA Outlets in October 2020, which was excluded
from the proportional consolidation, the Group’s share of assets and liabilities of joint ventures comprises solely property joint ventures which are
proportionally consolidated. The Group’s significant joint venture interests are set out in the table below. Further details of the Group’s interests in
joint ventures at 31 December 2021 are shown in note G on page 156.
On 5 February 2021, the Group sold its 41% interest in Brent South Shopping Park for gross proceeds of £22 million. As this formed part of the UK retail
parks segment, the majority of which was also sold during 2021, the Group’s share of results from Brent South Shopping Park for both 2021 and 2020
have been reclassified to discontinued operations. See note 10 for additional information.
On 1 April 2021, the Group sold its 25% interest in Espace Saint-Quentin, Saint Quentin-En-Yvelines for gross proceeds of €31 million (£26 million).
On 14 December 2021, the Group exchanged contracts for the sale of all of its investment in Silverburn, Glasgow, with completion anticipated in early
2022. At the date of exchange the Group’s investment in the joint venture was reclassified to assets held for sale, in accordance with IFRS 5. Following
this reclassification, equity accounting ceased. Further details are provided in notes 1C and 10D.
At 30 June 2020, substantially all of the Group’s investment in VIA Outlets, held through its investments in VIA Limited Partnership, VIA Outlets
B.V and VIA Germany B.V., was transferred to assets held for sale and impaired to the selling price less costs of disposal. The sale to APG completed on
31 October 2020. Following reclassification to assets held for sale, equity accounting ceased and the Group’s share of profit from VIA Outlets for the
period from 1 July 2020 to the completion date was included within the movement in impairment, as this drives the underlying net asset value of the
investment and therefore the transaction price and fair value. Accordingly, note 14A comprises the results of VIA Outlets up to 30 June 2020 when the
investment was reclassified to assets held for sale and the results of the residual investment in Zweibrücken B.V up to 31 October 2020 when the sale
completed, following which this investment was reclassified to other investments. As detailed in note 10F, the adjusted earnings for this period were
incorporated into the Group’s adjusted earnings metric. The 7.3% retained stake in Zweibrücken has been included in ‘other investments’ on the
consolidated balance sheet.
Joint ventures at 31 December 2021
United Kingdom
Bishopsgate Goodsyard Regeneration Limited
Brent Cross Partnership
Bristol Alliance Limited Partnership
Croydon Limited Partnership/Whitgift Limited Partnership
Grand Central Limited Partnership
Highcross Leicester Limited Partnership
Silverburn Unit Trust2
The Bull Ring Limited Partnership
The Oracle Limited Partnership
The West Quay Limited Partnership
Ireland
Dundrum Retail Limited Partnership /
Dundrum Car Park Limited Partnership
France
SCI RC Aulnay 1 and SCI RC Aulnay 2
Partner
Principal property1
Group share
%
Ballymore Properties
Aberdeen Standard Investments
AXA Real Estate
Unibail-Rodamco-Westfield
CPPIB
Asian investor introduced by
M&G Real Estate
CPPIB
Nuveen, CPPIB
ADIA
GIC
Allianz
Client of Rockspring Property
Investment Managers
The Goodsyard
Brent Cross
Cabot Circus
Centrale/Whitgift
Grand Central
Highcross
Silverburn
Bullring
The Oracle
Westquay
Dundrum
O’Parinor
50
41
50
50
50
50
50
50
50
50
50
25
1. The names of the principal properties operated by each partnership have been used in the summary income statements and balance sheets in note 14A. The two Dundrum
partnerships are presented together as ‘Dundrum’. The Goodsyard, Espace Saint-Quentin (up to date of disposal) and O’Parinor are presented together as ‘Other’.
2. Registered in Jersey (see note G on page 156). Assets and liabilities in respect of Silverburn were reclassified to assets held for sale on 14 December 2021. See note 10D for further
details.
The Reported Group’s investment in joint ventures at 31 December 2021 was £1,451.8 million (2020: £1,813.6 million). An analysis of the movements
in the year is provided in note 14D. The figures in the summarised income statements and balance sheets in note 14A, which show 100% of the results,
assets and liabilities of joint ventures, have been restated to the Group’s accounting policies where applicable and exclude all balances which are
eliminated on consolidation.
126 Hammerson plc Annual Report 2021
www.hammerson.com 127
www.hammerson.com 127
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
14: Investment in joint ventures continued
A. Summary financial statements of joint ventures
Share of results of joint ventures for the year ended 31 December 2021
Ownership (%)
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation (losses)/gains on properties
Operating (loss)/profit
Change in fair value of derivatives
Other finance costs
Net finance (costs)/income
(Loss)/Profit before tax
Current tax charge
(Loss)/Profit for the year – continuing operations
Profit for the year – discontinued operations
(Loss)/Profit for the year
Hammerson share of (loss)/profit for the year – continuing operations
Hammerson share of profit for the year – discontinued operations
Hammerson share of (loss)/profit for the year
Hammerson share of distributions payable1
Brent Cross
£m
41
26.6
26.5
(0.1)
26.4
(80.7)
(54.3)
–
(0.4)
(0.4)
(54.7)
–
(54.7)
2.2
(52.5)
(22.4)
0.9
(21.5)
12.6
Cabot Circus
£m
50
25.0
19.4
–
19.4
(56.8)
(37.4)
–
(0.8)
(0.8)
(38.2)
–
(38.2)
–
(38.2)
(19.1)
–
(19.1)
5.0
Bullring
£m
50
39.2
32.6
(0.1)
32.5
(80.8)
(48.3)
–
–
–
(48.3)
–
(48.3)
–
(48.3)
(24.2)
–
(24.2)
–
Grand
Central
£m
50
28.0
22.4
(0.1)
22.3
(45.8)
(23.5)
–
(0.1)
(0.1)
(23.6)
–
(23.6)
–
(23.6)
(11.8)
–
(11.8)
–
The Oracle
£m
50
20.5
14.0
–
14.0
(37.0)
(23.0)
–
–
–
(23.0)
–
(23.0)
–
(23.0)
(11.5)
–
(11.5)
6.0
Westquay
£m
50
23.1
18.2
–
18.2
(20.9)
(2.7)
–
(0.4)
(0.4)
(3.1)
–
(3.1)
–
(3.1)
(1.6)
–
(1.6)
1.7
Share of assets and liabilities of joint ventures as at 31 December 2021
Non-current assets
Investment properties
Other non-current assets2
Current assets
Other current assets3
Cash and deposits4
Current liabilities
Loans – secured5
Other payables
Non-current liabilities
Loans – secured
Derivative financial instruments
Obligations under head leases
Other payables
Deferred tax
Net assets/(liabilities)
Hammerson share of net assets
Balances due to Hammerson6,7
Impairment of investment (note 1D)
Total investment in joint ventures
Brent Cross
£m
Cabot Circus
£m
Bullring
£m
Grand
Central
£m
The Oracle
£m
Westquay
£m
431.1
13.1
444.2
8.8
11.5
20.3
–
(13.9)
(13.9)
–
–
(12.8)
(0.5)
–
(13.3)
437.3
177.6
–
–
177.6
263.5
14.0
277.5
7.3
31.7
39.0
–
(14.8)
(14.8)
–
–
(14.1)
(0.6)
–
(14.7)
287.0
143.5
–
–
143.5
561.0
2.4
563.4
12.8
42.1
54.9
–
(20.4)
(20.4)
–
–
–
(0.9)
–
(0.9)
597.0
298.5
–
–
298.5
88.3
2.7
91.0
6.0
24.9
30.9
–
(6.3)
(6.3)
–
–
(2.8)
(0.6)
–
(3.4)
112.2
56.1
–
–
56.1
243.3
–
243.3
5.9
14.8
20.7
–
(10.3)
(10.3)
–
–
–
(0.5)
(0.2)
(0.7)
253.0
126.5
–
–
126.5
312.5
4.2
316.7
7.6
28.0
35.6
–
(12.8)
(12.8)
–
–
(4.2)
(697.0)
–
(701.2)
(361.7)
–
167.4
–
167.4
1. In addition to the distributions payable, the Group’s net interest receivable from joint ventures was £1.3 million (2020: £1.5 million). See note 28A. Figures for distributions and
interest include discontinued operations.
2. Other non-current assets include interests in leasehold properties.
3. Included within the 100% other current assets figures are restricted monetary assets totalling £61.8 million (2020: £61.8 million) and £4.9 million (2020: £5.2 million) in respect
of Croydon and Dundrum, which relate to cash held in escrow for specified development costs and restricted cash as a condition of the loan covenant waiver, respectively.
4. Included within the 100% cash and deposits figures are balances of £1.4 million (2020: £2.7 million) and £16.4 million (2020: £8.0 million) in respect of Highcross and Dundrum
respectively, which are classed as ‘restricted’ under the terms of the loan agreements.
5. The secured debt in Highcross has been presented in current liabilities as the entity was in breach of its loan covenants at 31 December 2021.
6. The Group and its partners invest in joint ventures principally by way of equity investment. To provide further clarity of this investment, those balances which are not equity
have been included within other payables as a liability of the joint venture, and the Group’s interest has been shown separately.
7. The Group's policy is to initially recognise its share of the losses in joint ventures against its equity investment. Once the Group's equity investment is £nil, its share of the
losses of joint ventures are recognised against other long term interests. In accordance with this policy the Group's equity investment in the Westquay joint venture is £nil as at
31 December 2021 and 2020, with the Group's share of losses for the year recognised against the long term loan due to Hammerson, which has a closing carrying value at
31 December 2021 of £167.4 million (2020: £171.7 million).
128 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
128
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
14: Investment in joint ventures continued
A. Summary financial statements of joint ventures
Share of results of joint ventures for the year ended 31 December 2021
(Loss)/Profit for the year – continuing operations
Profit for the year – discontinued operations
(Loss)/Profit for the year
Hammerson share of (loss)/profit for the year – continuing operations
Hammerson share of profit for the year – discontinued operations
Hammerson share of (loss)/profit for the year
Hammerson share of distributions payable1
Share of assets and liabilities of joint ventures as at 31 December 2021
(48.3)
(23.6)
(23.0)
(38.2)
(48.3)
(23.6)
(23.0)
(3.1)
(48.3)
(24.2)
(23.6)
(11.8)
(23.0)
(11.5)
(24.2)
(11.8)
(11.5)
6.0
Ownership (%)
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation (losses)/gains on properties
Operating (loss)/profit
Change in fair value of derivatives
Other finance costs
Net finance (costs)/income
(Loss)/Profit before tax
Current tax charge
Non-current assets
Investment properties
Other non-current assets2
Current assets
Other current assets3
Cash and deposits4
Current liabilities
Loans – secured5
Other payables
Non-current liabilities
Loans – secured
Derivative financial instruments
Obligations under head leases
Other payables
Deferred tax
Net assets/(liabilities)
Hammerson share of net assets
Balances due to Hammerson6,7
Impairment of investment (note 1D)
Total investment in joint ventures
Brent Cross
Cabot Circus
Bullring
The Oracle
Westquay
£m
50
39.2
32.6
(0.1)
32.5
(80.8)
(48.3)
£m
50
20.5
14.0
–
14.0
(37.0)
(23.0)
Grand
Central
£m
50
28.0
22.4
(0.1)
22.3
(45.8)
(23.5)
–
(0.1)
(0.1)
Grand
Central
£m
88.3
2.7
91.0
6.0
24.9
30.9
–
(6.3)
(6.3)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
£m
50
23.1
18.2
–
18.2
(20.9)
(2.7)
(0.4)
(0.4)
(3.1)
(3.1)
(1.6)
(1.6)
1.7
312.5
4.2
316.7
7.6
28.0
35.6
–
–
–
–
–
–
–
–
(4.2)
(697.0)
(701.2)
(361.7)
167.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
431.1
13.1
444.2
8.8
11.5
20.3
263.5
14.0
277.5
7.3
31.7
39.0
561.0
2.4
563.4
12.8
42.1
54.9
243.3
–
243.3
5.9
14.8
20.7
(13.9)
(13.9)
(14.8)
(14.8)
(20.4)
(20.4)
(10.3)
(10.3)
(12.8)
(12.8)
(12.8)
(0.5)
(14.1)
(0.6)
(0.9)
(2.8)
(0.6)
(13.3)
437.3
(14.7)
287.0
(0.9)
597.0
(3.4)
112.2
(0.5)
(0.2)
(0.7)
253.0
177.6
143.5
298.5
56.1
126.5
–
–
–
–
–
–
£m
41
26.6
26.5
(0.1)
26.4
(80.7)
(54.3)
(0.4)
(0.4)
(54.7)
–
–
(54.7)
2.2
(52.5)
(22.4)
0.9
(21.5)
12.6
£m
50
25.0
19.4
–
19.4
(56.8)
(37.4)
(0.8)
(0.8)
(38.2)
(38.2)
(19.1)
(19.1)
5.0
–
–
–
–
–
–
–
–
–
–
177.6
143.5
298.5
56.1
126.5
167.4
1. In addition to the distributions payable, the Group’s net interest receivable from joint ventures was £1.3 million (2020: £1.5 million). See note 28A. Figures for distributions and
interest include discontinued operations.
2. Other non-current assets include interests in leasehold properties.
3. Included within the 100% other current assets figures are restricted monetary assets totalling £61.8 million (2020: £61.8 million) and £4.9 million (2020: £5.2 million) in respect
of Croydon and Dundrum, which relate to cash held in escrow for specified development costs and restricted cash as a condition of the loan covenant waiver, respectively.
4. Included within the 100% cash and deposits figures are balances of £1.4 million (2020: £2.7 million) and £16.4 million (2020: £8.0 million) in respect of Highcross and Dundrum
respectively, which are classed as ‘restricted’ under the terms of the loan agreements.
5. The secured debt in Highcross has been presented in current liabilities as the entity was in breach of its loan covenants at 31 December 2021.
6. The Group and its partners invest in joint ventures principally by way of equity investment. To provide further clarity of this investment, those balances which are not equity
have been included within other payables as a liability of the joint venture, and the Group’s interest has been shown separately.
7. The Group's policy is to initially recognise its share of the losses in joint ventures against its equity investment. Once the Group's equity investment is £nil, its share of the
losses of joint ventures are recognised against other long term interests. In accordance with this policy the Group's equity investment in the Westquay joint venture is £nil as at
31 December 2021 and 2020, with the Group's share of losses for the year recognised against the long term loan due to Hammerson, which has a closing carrying value at
31 December 2021 of £167.4 million (2020: £171.7 million).
128 Hammerson plc Annual Report 2021
Silverburn
£m
50
14.1
14.0
(0.1)
13.9
(20.6)
(6.7)
–
–
–
(6.7)
–
(6.7)
–
(6.7)
(3.4)
–
(3.4)
9.5
Croydon
£m
50
24.9
12.3
(0.2)
12.1
(55.7)
(43.6)
–
–
–
(43.6)
(0.6)
(44.2)
–
(44.2)
(22.1)
–
(22.1)
–
Highcross
£m
50
17.0
12.7
(0.3)
12.4
(76.4)
(64.0)
6.1
(5.0)
1.1
(62.9)
–
(62.9)
–
(62.9)
(31.5)
–
(31.5)
–
Dundrum
£m
50
50.5
46.1
(0.5)
45.6
(95.3)
(49.7)
2.4
(11.2)
(8.8)
(58.5)
–
(58.5)
–
(58.5)
(29.2)
–
(29.2)
2.8
Brent Cross
Cabot Circus
Bullring
£m
£m
£m
The Oracle
Westquay
£m
£m
Silverburn
£m
Croydon
£m
Highcross
£m
Dundrum
£m
–
–
–
–
–
–
–
––
–
–
–
–
–
–
–
–
–
–
–
–
132.2
0.4
132.6
91.1
22.8
113.9
–
(18.4)
(18.4)
–
–
–
(66.6)
–
(66.6)
161.5
80.7
24.6
–
105.3
176.2
–
176.2
7.8
10.7
18.5
(158.6)
(11.0)
(169.6)
–
(1.0)
–
(1.1)
–
(2.1)
23.0
11.5
–
(11.5)
–
1,054.0
2.4
1,056.4
14.0
37.6
51.6
–
(10.4)
(10.4)
(502.2)
(2.1)
–
(41.3)
–
(545.6)
552.0
276.0
20.2
–
296.2
Other
£m
Various
21.7
14.9
(0.1)
14.8
11.5
26.3
–
(4.1)
(4.1)
22.2
–
22.2
–
22.2
5.5
–
5.5
–
Other
£m
371.9
–
371.9
11.9
11.0
22.9
–
(9.9)
(9.9)
(175.7)
–
–
(96.2)
–
(271.9)
113.0
37.5
43.2
–
80.7
100%
Total
2021
£m
Hammerson share
Total
2021
£m
290.6
233.1
(1.5)
231.6
(558.5)
(326.9)
8.5
(22.0)
(13.5)
(340.4)
(0.6)
(341.0)
2.2
(338.8)
(171.3)
0.9
(170.4)
37.6
137.2
110.0
(0.7)
109.3
(274.6)
(165.3)
4.2
(9.9)
(5.7)
(171.0)
(0.3)
(171.3)
0.9
(170.4)
(171.3)
0.9
(170.4)
100%
Total
2021
£m
Hammerson share
Total
2021
£m
3,634.0
39.2
3,673.2
173.2
235.1
408.3
(158.6)
(128.2)
(286.8)
(677.9)
(3.1)
(33.9)
(905.3)
(0.2)
(1,620.4)
2,174.3
1,207.9
255.4
(11.5)
1,451.8
1,712.2
18.3
1,730.5
75.0
113.7
188.7
(79.3)
(72.2)
(151.5)
(295.0)
(1.6)
(15.8)
(3.4)
(0.1)
(315.9)
1,451.8
www.hammerson.com 129
www.hammerson.com 129
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
14: Investment in joint ventures continued
A. Summary financial statements of joint ventures
Share of results of joint ventures for the year ended 31 December 2020
See page 128 for additional footnotes
Brent Cross*
Ownership (%)
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation losses on properties
Operating loss
Change in fair value of derivatives
Translation movement on intragroup funding loan
Other finance (costs)/income
Net finance (costs)/income
Loss before tax
Current tax (charge)/credit
Deferred tax credit
Loss for the year – continuing operations
Loss for the year – discontinued operations
Loss for the year
Hammerson share of loss for the year – continuing operations
Hammerson share of loss for the year – discontinued operations
Hammerson share of loss for the year
Hammerson share of distributions payable1
£m
41
31.8
20.6
(0.1)
20.5
(243.6)
(223.1)
–
–
(0.4)
(0.4)
(223.5)
–
–
(223.5)
(6.1)
(229.6)
(90.7)
(2.5)
(93.2)
4.7
Cabot Circus
£m
50
29.6
12.2
–
12.2
(152.7)
(140.5)
–
–
(0.8)
(0.8)
(141.3)
–
–
(141.3)
–
(141.3)
(70.7)
–
(70.7)
–
Bullring
£m
50
45.2
24.5
–
24.5
(335.7)
(311.2)
–
–
–
–
(311.2)
–
–
(311.2)
–
(311.2)
(155.6)
–
(155.6)
2.4
Grand Central
£m
50
10.2
4.2
(0.1)
4.1
(76.6)
(72.5)
–
–
(0.1)
(0.1)
(72.6)
–
–
(72.6)
–
(72.6)
(36.3)
–
(36.3)
–
The Oracle
£m
50
24.9
9.2
–
9.2
(173.5)
(164.3)
–
–
–
–
(164.3)
(0.1)
–
(164.4)
–
(164.4)
(82.2)
–
(82.2)
–
Westquay
£m
50
28.5
12.5
–
12.5
(198.2)
(185.7)
–
–
(0.4)
(0.4)
(186.1)
–
–
(186.1)
–
(186.1)
(93.0)
–
(93.0)
–
Share of assets and liabilities of joint ventures as at 31 December 2020
Non-current assets
Investment properties
Other non-current assets2
Current assets
Other current assets3
Cash and deposits4
Current liabilities
Other payables
Loans – secured
Non-current liabilities
Loans – secured
Derivative financial instruments
Obligations under head leases
Other payables
Deferred tax
Net assets/(liabilities)
Hammerson share of net assets
Balances due to Hammerson6,7
Total investment in joint ventures
Brent Cross
£m
Cabot Circus
£m
Bullring
£m
Grand Central
£m
The Oracle
£m
Westquay
£m
561.6
12.8
574.4
15.4
17.3
32.7
(19.0)
–
(19.0)
–
–
(12.8)
(1.0)
–
(13.8)
574.3
233.2
–
233.2
321.6
14.0
335.6
10.5
21.3
31.8
(15.0)
–
(15.0)
–
–
(14.1)
(1.1)
–
(15.2)
337.2
168.6
–
168.6
627.8
–
627.8
17.0
29.2
46.2
(24.5)
–
(24.5)
–
–
–
(2.0)
–
(2.0)
647.5
323.8
–
323.8
128.6
2.7
131.3
8.4
8.8
17.2
(7.5)
–
(7.5)
–
–
(2.8)
(0.8)
–
(3.6)
137.4
68.7
–
68.7
279.1
–
279.1
9.6
13.6
23.2
(11.2)
–
(11.2)
–
–
–
(2.3)
(0.2)
(2.5)
288.6
144.3
–
144.3
332.4
4.2
336.6
10.4
14.5
24.9
(12.1)
–
(12.1)
–
–
(4.2)
(698.2)
–
(702.4)
(353.0)
–
171.7
171.7
* Comparatives for 31 December 2020 have been re-presented to show the results of Brent South Shopping Park as discontinued operations. See note 10.
130 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
130
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
14: Investment in joint ventures continued
A. Summary financial statements of joint ventures
Share of results of joint ventures for the year ended 31 December 2020
See page 128 for additional footnotes
Brent Cross*
Cabot Circus
Bullring
Grand Central
The Oracle
Westquay
Loss for the year – continuing operations
Loss for the year – discontinued operations
Loss for the year
Hammerson share of loss for the year – continuing operations
Hammerson share of loss for the year – discontinued operations
Hammerson share of loss for the year
Hammerson share of distributions payable1
(141.3)
(311.2)
(72.6)
(164.4)
(186.1)
(141.3)
(70.7)
(311.2)
(155.6)
(72.6)
(36.3)
(164.4)
(82.2)
(186.1)
(93.0)
(70.7)
(155.6)
(36.3)
(82.2)
(93.0)
Share of assets and liabilities of joint ventures as at 31 December 2020
Brent Cross
Cabot Circus
Bullring
Grand Central
The Oracle
Westquay
£m
£m
£m
£m
£m
£m
Ownership (%)
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation losses on properties
Operating loss
Change in fair value of derivatives
Translation movement on intragroup funding loan
Other finance (costs)/income
Net finance (costs)/income
Loss before tax
Current tax (charge)/credit
Deferred tax credit
Non-current assets
Investment properties
Other non-current assets2
Current assets
Other current assets3
Cash and deposits4
Current liabilities
Other payables
Loans – secured
Non-current liabilities
Loans – secured
Derivative financial instruments
Obligations under head leases
Other payables
Deferred tax
Net assets/(liabilities)
Hammerson share of net assets
Balances due to Hammerson6,7
Total investment in joint ventures
£m
50
29.6
12.2
–
12.2
£m
50
45.2
24.5
–
24.5
(0.4)
(0.4)
(0.8)
(0.8)
(223.5)
(141.3)
(311.2)
(243.6)
(223.1)
(152.7)
(140.5)
(335.7)
(311.2)
(173.5)
(164.3)
(198.2)
(185.7)
£m
41
31.8
20.6
(0.1)
20.5
–
–
–
–
(223.5)
(6.1)
(229.6)
(90.7)
(2.5)
(93.2)
4.7
561.6
12.8
574.4
15.4
17.3
32.7
–
–
–
–
(12.8)
(1.0)
(13.8)
574.3
233.2
–
233.2
–
–
–
–
–
–
–
–
–
–
–
321.6
14.0
335.6
10.5
21.3
31.8
(14.1)
(1.1)
(15.2)
337.2
168.6
–
168.6
–
–
–
–
–
–
–
–
–
–
–
–
–
2.4
627.8
–
627.8
17.0
29.2
46.2
(2.0)
(2.0)
647.5
323.8
–
323.8
£m
50
10.2
4.2
(0.1)
4.1
(76.6)
(72.5)
(0.1)
(0.1)
(72.6)
–
–
–
–
–
–
–
128.6
2.7
131.3
8.4
8.8
17.2
(7.5)
–
(7.5)
–
–
–
(2.8)
(0.8)
(3.6)
137.4
68.7
–
68.7
£m
50
24.9
9.2
–
9.2
(164.3)
(0.1)
£m
50
28.5
12.5
–
12.5
(0.4)
(0.4)
(186.1)
279.1
–
279.1
9.6
13.6
23.2
332.4
4.2
336.6
10.4
14.5
24.9
(2.3)
(0.2)
(2.5)
288.6
144.3
–
144.3
(4.2)
(698.2)
(702.4)
(353.0)
–
171.7
171.7
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(19.0)
(15.0)
(24.5)
(11.2)
(12.1)
(19.0)
(15.0)
(24.5)
(11.2)
(12.1)
* Comparatives for 31 December 2020 have been re-presented to show the results of Brent South Shopping Park as discontinued operations. See note 10.
Silverburn
£m
50
19.5
10.2
(0.1)
10.1
(80.3)
(70.2)
–
–
–
–
(70.2)
–
–
(70.2)
–
(70.2)
(35.1)
–
(35.1)
–
Croydon
£m
50
16.7
4.3
(0.1)
4.2
(134.1)
(129.9)
–
–
0.2
0.2
(129.7)
(0.2)
–
(129.9)
–
(129.9)
(65.0)
–
(65.0)
–
Highcross
£m
50
22.1
8.0
(0.1)
7.9
(145.0)
(137.1)
(3.1)
–
(5.1)
(8.2)
(145.3)
–
–
(145.3)
–
(145.3)
(72.6)
–
(72.6)
1.9
Dundrum
£m
50
55.1
37.9
(0.3)
37.6
(254.0)
(216.4)
(0.7)
–
(10.9)
(11.6)
(228.0)
–
–
(228.0)
–
(228.0)
(114.0)
–
(114.0)
0.9
VIA Outlets
£m
50
44.8
30.9
(6.7)
24.2
(62.7)
(38.5)
(0.2)
(1.0)
(9.9)
(11.1)
(49.6)
1.3
9.4
(38.9)
–
(38.9)
(20.7)
–
(20.7)
–
Silverburn
£m
Croydon
£m
Highcross
£m
Dundrum
£m
VIA Outlets
£m
158.0
0.2
158.2
8.1
15.8
23.9
(8.8)
–
(8.8)
–
–
–
(0.4)
–
(0.4)
172.9
86.5
–
86.5
188.6
–
188.6
93.0
14.8
107.8
(23.5)
–
(23.5)
–
–
–
(66.8)
–
(66.8)
206.1
103.0
25.0
128.0
248.2
–
248.2
8.8
6.6
15.4
(13.2)
–
(13.2)
(158.3)
(7.1)
–
(0.6)
–
(166.0)
84.4
42.2
–
42.2
1,206.7
0.4
1,207.1
24.7
26.8
51.5
(13.7)
–
(13.7)
(557.0)
(4.7)
–
(1.3)
–
(563.0)
681.9
341.0
–
341.0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Other
£m
Various
31.4
24.4
(0.1)
24.3
(201.0)
(176.7)
–
–
(3.0)
(3.0)
(179.7)
(0.1)
–
(179.8)
–
(179.8)
(44.3)
–
(44.3)
0.7
Other
£m
482.1
–
482.1
20.9
20.2
41.1
(15.7)
(197.9)
(213.6)
–
–
–
(184.7)
–
(184.7)
124.9
40.9
64.7
105.6
100%
Total
2020
£m
Property joint
ventures*
£m
VIA Outlets
£m
Hammerson share
Total
2020
£m
358.1
198.9
(7.6)
191.3
(2,057.4)
(1,866.1)
(4.0)
(1.0)
(30.4)
(35.4)
(1,901.5)
0.9
9.4
(1,891.2)
(6.1)
(1,897.3)
(880.2)
(2.5)
(882.7)
10.6
100%
Total
2020
£m
4,534.7
34.3
4,569.0
226.8
188.9
415.7
(164.2)
(197.9)
(362.1)
(715.3)
(11.8)
(33.9)
(959.2)
(0.2)
(1,720.4)
2,902.2
1,552.2
261.4
1,813.6
146.7
75.9
(0.4)
75.5
(923.5)
(848.0)
(1.9)
–
(9.5)
(11.4)
(859.4)
(0.1)
–
(859.5)
(2.5)
(862.0)
20.0
12.9
(3.3)
9.6
(30.7)
(21.1)
(0.1)
(0.5)
(4.6)
(5.2)
(26.3)
0.9
4.7
(20.7)
–
(20.7)
166.7
88.8
(3.7)
85.1
(954.2)
(869.1)
(2.0)
(0.5)
(14.1)
(16.6)
(885.7)
0.8
4.7
(880.2)
(2.5)
(882.7)
Property joint
ventures
£m
VIA Outlets
£m
Hammerson share
Total
2020
£m
2,122.8
18.1
2,140.9
99.7
87.8
187.5
(76.6)
(49.5)
(126.1)
(357.6)
(5.9)
(15.8)
(9.3)
(0.1)
(388.7)
1,813.6
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,122.8
18.1
2,140.9
99.7
87.8
187.5
(76.6)
(49.5)
(126.1)
(357.6)
(5.9)
(15.8)
(9.3)
(0.1)
(388.7)
1,813.6
130 Hammerson plc Annual Report 2021
www.hammerson.com 131
www.hammerson.com 131
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
14: Investment in joint ventures continued
B. Reconciliation to adjusted earnings
Loss for the year
Revaluation losses – continuing operations
Revaluation losses – discontinued operations
Profit on sale of properties – discontinued operations
Change in the provision for amounts not yet recognised in the income statement – continuing
operations
Change in the provision for amounts not yet recognised in the income statement – discontinued
operations
Change in fair value of derivatives
Debt and loan facility cancellation costs
Translation movements on intragroup funding loan
Deferred tax credit
Total adjustments
Adjusted earnings
Total
2021
£m
(170.4)
274.6
–
(0.7)
Property
joint
ventures*
£m
(862.0)
923.5
3.7
–
VIA
Outlets
£m
(20.7)
30.7
–
–
Total
2020
£m
(882.7)
954.2
3.7
–
(5.1)
8.0
–
8.0
(0.1)
(4.2)
0.4
–
–
264.9
94.5
0.1
1.9
–
–
–
937.2
75.2
–
0.1
–
0.5
(4.7)
26.6
5.9
0.1
2.0
–
0.5
(4.7)
963.8
81.1
* Comparatives to 31 December 2020 have been re-presented to show the results of Brent South Shopping Park as discontinued operations. See note 10.
C. Reconciliation to EPRA NTA value of investment in joint ventures
Investment in joint ventures
Fair value of derivatives
EPRA NTA value of investment in joint ventures
D. Reconciliation of movements in investment in joint ventures
Balance at 1 January
Share of results of joint ventures
Impairment of investment in joint ventures
Advances
Distributions and other receivables
Transfer (to)/from assets held for sale
Transfer to other investments
Disposals
Exchange and other movements
Balance at 31 December
Total
2021
£m
1,451.8
1.6
1,453.4
VIA
Outlets
£m
379.0
(20.7)
(9.6)
12.6
–
(376.3)
(9.8)
–
24.8
–
Total
2020
£m
1,813.6
5.9
1,819.5
Total
2020
£m
3,017.1
(882.7)
(9.6)
13.1
(16.5)
(351.2)
(9.8)
–
53.2
1,813.6
Total
2021
£m
1,813.6
(170.4)
(11.5)
14.0
(43.8)
(72.3)
–
(53.9)
(23.9)
1,451.8
Property
joint
ventures
£m
2,638.1
(862.0)
–
0.5
(16.5)
25.1
–
–
28.4
1,813.6
132 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
132
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
14: Investment in joint ventures continued
B. Reconciliation to adjusted earnings
Loss for the year
Revaluation losses – continuing operations
Revaluation losses – discontinued operations
Profit on sale of properties – discontinued operations
Change in fair value of derivatives
Debt and loan facility cancellation costs
Translation movements on intragroup funding loan
operations
operations
Deferred tax credit
Total adjustments
Adjusted earnings
Change in the provision for amounts not yet recognised in the income statement – continuing
Change in the provision for amounts not yet recognised in the income statement – discontinued
* Comparatives to 31 December 2020 have been re-presented to show the results of Brent South Shopping Park as discontinued operations. See note 10.
C. Reconciliation to EPRA NTA value of investment in joint ventures
Investment in joint ventures
Fair value of derivatives
EPRA NTA value of investment in joint ventures
D. Reconciliation of movements in investment in joint ventures
Total
2021
£m
(170.4)
274.6
–
(0.7)
(5.1)
(0.1)
(4.2)
0.4
–
–
Property
joint
ventures*
£m
(862.0)
923.5
3.7
–
8.0
0.1
1.9
–
–
–
264.9
94.5
937.2
75.2
Total
2021
£m
1,813.6
(170.4)
(11.5)
14.0
(43.8)
(72.3)
–
(53.9)
(23.9)
1,451.8
Property
joint
ventures
£m
2,638.1
(862.0)
–
0.5
(16.5)
25.1
–
–
28.4
1,813.6
VIA
Outlets
£m
(20.7)
30.7
–
–
–
–
–
0.1
0.5
(4.7)
26.6
5.9
Total
2021
£m
1,451.8
1.6
1,453.4
VIA
Outlets
£m
379.0
(20.7)
(9.6)
12.6
(376.3)
(9.8)
24.8
–
–
–
Total
2020
£m
(882.7)
954.2
3.7
–
8.0
0.1
2.0
–
0.5
(4.7)
963.8
81.1
Total
2020
£m
1,813.6
5.9
1,819.5
Total
2020
£m
3,017.1
(882.7)
(9.6)
13.1
(16.5)
(351.2)
(9.8)
–
53.2
1,813.6
Balance at 1 January
Share of results of joint ventures
Impairment of investment in joint ventures
Advances
Distributions and other receivables
Transfer (to)/from assets held for sale
Transfer to other investments
Disposals
Exchange and other movements
Balance at 31 December
15: Investment in associates
At 31 December 2021, following the disposal of the Group’s 10% interest in Nicetoile, Nice on 1 April 2021 for €25 million (£21 million), the Group had
two associates: Value Retail PLC and its group entities (‘VR’), and a 25% interest in Italie Deux, Paris. Hammerson is the asset manager for Italie Deux.
Both investments are equity accounted under IFRS, although the share of results in Italie Deux and Nicetoile (until date of disposal) are included with
the Group’s Share of Property interests when presenting figures on a proportionally consolidated basis. Further details are provided in the Financial
review on page 22.
Summaries of aggregated income and investment for the interest in premium outlets, which includes VR and the Group’s investment in VIA Outlets,
which was accounted for as a joint venture up to its reclassification to assets held for sale on 30 June 2020 (see note 10), are provided in Tables 89 and
90 of the Additional disclosures on page 166.
A: Share of results of associates
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net
(losses)/gains
Revaluation (losses)/gains on properties
Operating profit/(loss)
Change in fair value of derivatives
Change in fair value of participative loans –
revaluation movement
Change in fair value of participative loans –
other movement
Other net finance costs
Net finance costs
Profit/(Loss) before tax
Current tax charge
Deferred tax credit
Profit/(Loss) for the year
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation losses on properties
Operating loss
Change in fair value of derivatives
Change in fair value of participative loans –
revaluation movement
Change in fair value of participative loans –
other movement
Other net finance costs
Net finance costs
Loss before tax
Current tax charge
Deferred tax credit
Loss for the year
Value Retail
Hammerson
share
£m
96.6
66.7
(33.8)
32.9
(12.0)
20.9
9.3
100%
£m
305.5
204.9
(116.3)
88.6
(33.0)
55.6
18.2
–
5.5
–
(55.1)
(36.9)
18.7
(8.5)
6.0
16.2
100%
£m
232.4
143.1
(118.2)
24.9
(331.8)
(306.9)
18.8
3.6
(18.7)
(0.3)
20.6
(1.8)
1.2
20.0
Value Retail
Hammerson
share
£m
71.7
45.7
(33.9)
11.8
(126.6)
(114.8)
3.0
–
(17.6)
–
–
(52.9)
(34.1)
(341.0)
(3.3)
50.3
(294.0)
1.1
(19.4)
(32.9)
(147.7)
(0.7)
12.6
(135.8)
–
–
–
(39.0)
(0.1)
–
(39.1)
Nicetoile
Hammerson
share
£m
0.3
0.3
–
100%
£m
3.1
2.7
–
2.7
0.2
2.9
–
–
–
–
–
2.9
–
–
2.9
100%
£m
14.0
11.0
(0.1)
10.9
(49.9)
(39.0)
–
0.3
–
0.3
–
–
–
–
–
0.3
–
–
0.3
Nicetoile
Hammerson
share
£m
1.4
1.1
–
1.1
(5.0)
(3.9)
–
–
–
–
–
(3.9)
–
–
(3.9)
Italie Deux
Hammerson
share
£m
5.6
4.5
–
4.5
(9.2)
(4.7)
–
100%
£m
22.3
17.8
(0.1)
17.7
(36.3)
(18.6)
–
2021
Total
Hammerson
share
£m
102.5
71.5
(33.8)
37.7
(21.2)
16.5
9.3
100%
£m
330.9
225.4
(116.4)
109.0
(69.1)
39.9
18.2
–
–
–
5.5
–
–
–
(18.6)
(0.1)
–
(18.7)
100%
£m
22.3
18.2
(0.2)
18.0
(52.2)
(34.2)
–
–
–
–
(4.7)
–
–
(4.7)
Italie Deux
Hammerson
share
£m
5.6
4.5
–
4.5
(13.1)
(8.6)
–
–
(55.1)
(36.9)
3.0
(8.6)
6.0
0.4
100%
£m
268.7
172.3
(118.5)
53.8
(433.9)
(380.1)
18.8
3.6
(18.7)
(0.3)
16.2
(1.8)
1.2
15.6
2020
Total
Hammerson
share
£m
78.7
51.3
(33.9)
17.4
(144.7)
(127.3)
3.0
–
–
–
(17.6)
–
–
–
(34.2)
–
–
(34.2)
–
–
–
(8.6)
–
–
(8.6)
–
(52.9)
(34.1)
(414.2)
(3.4)
50.3
(367.3)
1.1
(19.4)
(32.9)
(160.2)
(0.7)
12.6
(148.3)
132 Hammerson plc Annual Report 2021
www.hammerson.com 133
www.hammerson.com 133
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
15: Investment in associates continued
B: Reconciliation to adjusted earnings
Profit/(Loss) for the year
Revaluation losses on properties
Change in fair value of derivatives
Change in fair value of participative loans –
revaluation movement
Deferred tax credit
Other adjustments
Total adjustments
Adjusted earnings/(loss) of associates
Value Retail
£m
20.0
12.0
(9.3)
Nicetoile
£m
0.3
–
–
Italie Deux
£m
(4.7)
9.2
–
(5.5)
(1.2)
(0.1)
(4.1)
15.9
–
–
–
–
0.3
–
–
–
9.2
4.5
Total
2021
£m
15.6
21.2
(9.3)
(5.5)
(1.2)
(0.1)
5.1
20.7
Value Retail
£m
(135.8)
126.6
(3.0)
Nicetoile
£m
(3.9)
5.0
–
Italie Deux
£m
(8.6)
13.1
–
17.6
(12.6)
0.1
128.7
(7.1)
–
–
–
5.0
1.1
–
–
–
13.1
4.5
Total
2020
£m
(148.3)
144.7
(3.0)
17.6
(12.6)
0.1
146.8
(1.5)
When aggregated, the Group’s share of Value Retail’s adjusted earnings for the year ended 31 December 2021 amounted to 66% (2020: 23%). This
figure is dependent on the relative profitability of the component Villages in which the Group has differing ownership shares.
C: Share of assets and liabilities of associates
Goodwill on acquisition1
Investment properties
Derivative financial instruments
Other non-current assets
Non-current assets
Other current assets
Cash and deposits
Current assets
Total assets
Other payables
Loans
Current liabilities
Loans
Derivative financial instruments
Other payables
Participative loan liabilities
Deferred tax
Non-current liabilities
Total liabilities
Net assets
Participative loans
Impairment of investment1
Investment in associates
Value Retail
Hammerson
share
£m
94.3
1,893.5
2.2
61.1
2,051.1
29.6
77.0
106.6
2,157.7
(88.9)
(465.1)
(554.0)
(292.2)
(3.4)
(14.8)
(86.0)
(157.0)
(553.4)
(1,107.4)
1,050.3
184.8
(94.3)
1,140.8
100%
£m
–
5,055.6
5.5
231.1
5,292.2
70.1
233.6
303.7
5,595.9
(121.0)
(1,090.1)
(1,211.1)
(934.6)
(13.4)
(36.7)
(347.8)
(559.2)
(1,891.7)
(3,102.8)
2,493.1
347.8
–
2,840.9
Italie Deux
Hammerson
share
£m
–
101.7
–
–
101.7
3.2
6.0
9.2
110.9
(3.9)
–
(3.9)
–
–
(0.8)
–
–
(0.8)
(4.7)
106.2
–
–
106.2
100%
£m
–
406.7
–
–
406.7
13.1
23.9
37.0
443.7
(15.4)
–
(15.4)
–
–
(3.3)
–
–
(3.3)
(18.7)
425.0
–
–
425.0
2021
Total
Hammerson
share
£m
94.3
1,995.2
2.2
61.1
2,152.8
32.8
83.0
115.8
2,268.6
(92.8)
(465.1)
(557.9)
(292.2)
(3.4)
(15.6)
(86.0)
(157.0)
(554.2)
(1,112.1)
1,156.5
184.8
(94.3)
1,247.0
100%
£m
–
5,462.3
5.5
231.1
5,698.9
83.2
257.5
340.7
6,039.6
(136.4)
(1,090.1)
(1,226.5)
(934.6)
(13.4)
(40.0)
(347.8)
(559.2)
(1,895.0)
(3,121.5)
2,918.1
347.8
–
3,265.9
1. In 2021, management performed a review of the carrying value of its investments in associates and concluded that no additional impairment was required. The impairment
recognised in the year ended 31 December 2020 was equivalent to the notional goodwill on the investment in Value Retail. Further details are provided in note 1D.
2. The analysis in the tables above excludes liabilities in respect of distributions received in advance from Value Retail amounting to £21.5 million (2020: £25.4 million) which are
included within payables – non-current liabilities in note 23.
3. In addition to the above investments, non-current receivables of the Group include loans to Value Retail European Holdings BV, totalling €2.0 million (£1.7 million),
(2020: €2.0 million, £1.8 million) secured against a number of VR assets and maturing on 30 November 2043.
4. At 31 December 2021, Hammerson’s economic interest in Value Retail is calculated as 40% (2020: 40%) adjusting for the participative loans, which are included within non-
current liabilities.
134 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
134
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
15: Investment in associates continued
B: Reconciliation to adjusted earnings
Profit/(Loss) for the year
Revaluation losses on properties
Change in fair value of derivatives
Change in fair value of participative loans –
revaluation movement
Deferred tax credit
Other adjustments
Total adjustments
Adjusted earnings/(loss) of associates
Value Retail
Nicetoile
Italie Deux
Value Retail
Nicetoile
Italie Deux
£m
20.0
12.0
(9.3)
(5.5)
(1.2)
(0.1)
(4.1)
15.9
£m
0.3
–
–
–
–
–
–
0.3
£m
(4.7)
9.2
–
–
–
–
9.2
4.5
Total
2021
£m
15.6
21.2
(9.3)
(5.5)
(1.2)
(0.1)
5.1
20.7
£m
(135.8)
126.6
(3.0)
17.6
(12.6)
0.1
128.7
(7.1)
Total
2020
£m
(148.3)
144.7
(3.0)
17.6
(12.6)
0.1
146.8
(1.5)
£m
(8.6)
13.1
–
–
–
–
13.1
4.5
£m
(3.9)
5.0
–
–
–
–
5.0
1.1
When aggregated, the Group’s share of Value Retail’s adjusted earnings for the year ended 31 December 2021 amounted to 66% (2020: 23%). This
figure is dependent on the relative profitability of the component Villages in which the Group has differing ownership shares.
C: Share of assets and liabilities of associates
Goodwill on acquisition1
Investment properties
Derivative financial instruments
Other non-current assets
Non-current assets
Other current assets
Cash and deposits
Current assets
Total assets
Other payables
Loans
Loans
Current liabilities
Derivative financial instruments
Other payables
Participative loan liabilities
Deferred tax
Non-current liabilities
Total liabilities
Net assets
Participative loans
Impairment of investment1
Investment in associates
100%
£m
–
5.5
231.1
70.1
233.6
303.7
(121.0)
(1,090.1)
(1,211.1)
(934.6)
(13.4)
(36.7)
(347.8)
(559.2)
(1,891.7)
share
£m
94.3
2.2
61.1
29.6
77.0
106.6
(88.9)
(465.1)
(554.0)
(292.2)
(3.4)
(14.8)
(86.0)
(157.0)
(553.4)
Value Retail
Hammerson
Italie Deux
Hammerson
share
£m
100%
£m
Hammerson
5,055.6
1,893.5
406.7
101.7
5,462.3
1,995.2
5,292.2
2,051.1
406.7
101.7
5,698.9
2,152.8
100%
£m
–
5.5
231.1
83.2
257.5
340.7
(934.6)
(13.4)
(40.0)
(347.8)
(559.2)
2021
Total
share
£m
94.3
2.2
61.1
32.8
83.0
115.8
(92.8)
(465.1)
(557.9)
(292.2)
(3.4)
(15.6)
(86.0)
(157.0)
(554.2)
13.1
23.9
37.0
443.7
(15.4)
–
–
–
–
–
–
–
–
–
–
–
–
–
3.2
6.0
9.2
–
–
–
–
–
–
(3.9)
(136.4)
–
(1,090.1)
(15.4)
(3.9)
(1,226.5)
(3.3)
(0.8)
(3,102.8)
(1,107.4)
(4.7)
(3,121.5)
(1,112.1)
2,493.1
1,050.3
425.0
106.2
2,918.1
1,156.5
(3.3)
(18.7)
(0.8)
(1,895.0)
347.8
–
184.8
(94.3)
347.8
–
184.8
(94.3)
2,840.9
1,140.8
425.0
106.2
3,265.9
1,247.0
1. In 2021, management performed a review of the carrying value of its investments in associates and concluded that no additional impairment was required. The impairment
recognised in the year ended 31 December 2020 was equivalent to the notional goodwill on the investment in Value Retail. Further details are provided in note 1D.
2. The analysis in the tables above excludes liabilities in respect of distributions received in advance from Value Retail amounting to £21.5 million (2020: £25.4 million) which are
included within payables – non-current liabilities in note 23.
3. In addition to the above investments, non-current receivables of the Group include loans to Value Retail European Holdings BV, totalling €2.0 million (£1.7 million),
(2020: €2.0 million, £1.8 million) secured against a number of VR assets and maturing on 30 November 2043.
4. At 31 December 2021, Hammerson’s economic interest in Value Retail is calculated as 40% (2020: 40%) adjusting for the participative loans, which are included within non-
current liabilities.
Goodwill on acquisition*
Investment properties
Other non-current assets
Non-current assets
Other current assets
Cash and deposits
Current assets
Total assets
Other payables
Loans
Current liabilities
Loans
Derivative financial instruments
Other payables
Participative loan liabilities
Deferred tax
Non-current liabilities
Total liabilities
Net assets
Participative loans
Impairment of investment*
Investment in associates
Value Retail
Hammerson
share
£m
94.3
1,924.2
61.5
2,080.0
27.7
77.4
105.1
2,185.1
(73.6)
(32.1)
(105.7)
(734.6)
(17.7)
(15.4)
(88.4)
(164.8)
(1,020.9)
(1,126.6)
1,058.5
189.9
(94.3)
1,154.1
100%
£m
–
5,263.1
232.2
5,495.3
61.9
238.8
300.7
5,796.0
(98.3)
(129.8)
(228.1)
(1,968.5)
(50.3)
(40.0)
(357.8)
(602.6)
(3,019.2)
(3,247.3)
2,548.7
357.8
–
2,906.5
Nicetoile
Hammerson
share
£m
–
22.2
–
22.2
0.7
1.5
2.2
24.4
(0.5)
–
(0.5)
–
–
(0.1)
–
–
(0.1)
(0.6)
23.8
–
–
23.8
100%
£m
–
221.6
–
221.6
7.2
15.3
22.5
244.1
(4.6)
–
(4.6)
–
–
(1.4)
–
–
(1.4)
(6.0)
238.1
–
–
238.1
Italie Deux
Hammerson
share
£m
–
116.0
–
116.0
3.9
4.2
8.1
124.1
(2.9)
–
(2.9)
–
–
(0.7)
–
–
(0.7)
(3.6)
120.5
–
–
120.5
100%
£m
–
463.9
–
463.9
15.7
16.8
32.5
496.4
(11.5)
–
(11.5)
–
–
(2.9)
–
–
(2.9)
(14.4)
482.0
–
–
482.0
100%
£m
–
5,948.6
232.2
6,180.8
84.8
270.9
355.7
6,536.5
(114.4)
(129.8)
(244.2)
(1,968.5)
(50.3)
(44.3)
(357.8)
(602.6)
(3,023.5)
(3,267.7)
3,268.8
357.8
–
3,626.6
2020
Total
Hammerson
share
£m
94.3
2,062.4
61.5
2,218.2
32.3
83.1
115.4
2,333.6
(77.0)
(32.1)
(109.1)
(734.6)
(17.7)
(16.2)
(88.4)
(164.8)
(1,021.7)
(1,130.8)
1,202.8
189.9
(94.3)
1,298.4
5,595.9
2,157.7
110.9
6,039.6
2,268.6
D: Reconciliation to EPRA NTA value of associates
* In 2020, management performed a review of the carrying value of its investments in associates and concluded that an impairment was required. The impairment is equivalent to
the notional goodwill on the investment in Value Retail. Further details are provided in note 1D.
Investment in associates
Fair value of derivatives
Deferred tax1,2
Deferred tax within participative loans1
Total adjustments
EPRA NTA value of investment in associates
Value Retail
£m
1,140.8
1.2
78.3
15.7
95.2
1,236.0
Italie Deux
£m
106.2
–
–
–
–
106.2
Total
2021
£m
1,247.0
1.2
78.3
15.7
95.2
1,342.2
Value Retail
£m
1,154.1
17.7
82.1
16.6
116.4
1,270.5
Nicetoile
£m
23.8
–
–
–
–
23.8
Italie Deux
£m
120.5
–
–
–
–
120.5
1. The adjusted figures in the above table are prepared on an NTA basis and the Group has excluded 50% of deferred tax balances in accordance with EPRA guidance.
2. Shown net of a deferred tax asset of £0.4 million (2020: £0.7 million) which is included in non-current assets in note 15C.
E: Reconciliation of movements in investment in associates
Balance at 1 January
Share of results of associates
Impairment of investment in associates
Capital return
Distributions1
Share of other comprehensive gain/(loss) of
associate2
Disposals
Exchange and other movements
Balance at 31 December
Value Retail
£m
1,154.1
20.0
–
–
(2.4)
Nicetoile
£m
23.8
0.3
–
–
–
Italie Deux
£m
120.5
(4.7)
–
(2.0)
(0.1)
1.3
–
(32.2)
1,140.8
–
(23.2)
(0.9)
–
–
–
(7.5)
106.2
Total
2021
£m
1,298.4
15.6
–
(2.0)
(2.5)
1.3
(23.2)
(40.6)
1,247.0
Value Retail
£m
1,355.3
(135.8)
(94.3)
–
(5.9)
(1.0)
–
35.8
1,154.1
Nicetoile
£m
26.6
(3.9)
–
–
(0.1)
–
–
1.2
23.8
Italie Deux
£m
122.6
(8.6)
–
–
(0.1)
–
–
6.6
120.5
1. The Value Retail distributions include £2.4 million (2020: £nil) which were declared but not paid at the balance sheet date.
2. Relates to the change in fair value of derivative financial instruments in an effective hedge relationship within Value Retail.
Total
2020
£m
1,298.4
17.7
82.1
16.6
116.4
1,414.8
Total
2020
£m
1,504.5
(148.3)
(94.3)
–
(6.1)
(1.0)
–
43.6
1,298.4
134 Hammerson plc Annual Report 2021
www.hammerson.com 135
www.hammerson.com 135
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
16: Receivables
A: Receivables: non-current assets
Net pension asset (see note 7C)
Other receivables
B: Receivables: current assets
Trade receivables
VAT receivable
Balances due from joint venture entities
Accrued interest receivable
Other receivables*
Corporation tax
Prepayments
2021
£m
16.8
2.7
19.5
2021
£m
27.5
15.7
7.5
11.0
17.9
0.7
4.5
84.8
2020
£m
–
3.4
3.4
2020
£m
47.0
18.6
12.3
1.3
19.2
0.8
6.7
105.9
* Other receivables totalled £51.4 million in 2020. This total has been represented above as follows: VAT receivable (£18.6 million), balances due from joint venture entities
(£12.3 million), accrued interest receivable (£1.3 million) and other receivables (£19.2 million).
Trade receivables are shown after deducting a loss allowance provision of £27.4 million (2020: £35.8 million), as set out in the table below. Further
details of the methodology applied, together with analysis of the provisioning rates, are provided in notes 1D and 21E.
Other receivables are shown after deducting a loss allowance provision of £2.2 million (2020: £1.6 million). Further details are provided in note 21E. In
addition, balances due from joint venture entities are shown after an impairment provision of £0.7 million (2020: £nil).
Credit risk is explained further in note 21E.
Not yet due
1-30 days overdue
31-60 days overdue
61-90 days overdue
91-120 days overdue
More than 120 days overdue
17: Restricted monetary assets
Cash held by managing agents1
Cash held in escrow1,2,3
Analysed as:
Non-current assets2
Current assets1,3
Gross
receivable
£m
5.6
5.0
2.4
0.8
3.2
37.9
54.9
Loss
allowance
£m
(1.9)
(2.2)
(1.1)
(0.3)
(0.9)
(21.0)
(27.4)
2021
Net
receivable
£m
3.7
2.8
1.3
0.5
2.3
16.9
27.5
Gross
receivable
£m
7.9
7.1
4.7
1.0
10.2
51.9
82.8
Loss
allowance
£m
(0.7)
(3.2)
(2.0)
(0.6)
(4.8)
(24.5)
(35.8)
2021
£m
19.1
41.4
60.5
21.4
39.1
60.5
2020
Net
receivable
£m
7.2
3.9
2.7
0.4
5.4
27.4
47.0
2020
£m
28.3
21.4
49.7
21.4
28.3
49.7
1. Current restricted monetary assets relate to cash held by managing agents on behalf of Group’s tenants and co-owners to meet future service charge costs and related
expenditure, and amounts held in escrow accounts for a specified purpose. The cash has restricted use and, as such, does not meet the definition of cash and cash equivalents as
defined in IAS 7 Statement of Cash Flows.
2. Non-current restricted monetary assets relate to funds held in escrow which are available to satisfy the Company’s obligations under indemnities granted by the Company in
favour of indemnified persons under the Company’s Articles of Association, if such obligations are not satisfied by the Company or covered by Directors’ and Officers’ liability
insurance. Unless suitable insurance can be procured, the funds will remain in trust until the later of December 2026, or, if there are outstanding claims at that date, the date on
which all claims are resolved.
3. Included in current assets is a £20.0 million deposit received in respect of the sale of Silverburn, Glasgow held in escrow by the Group’s solicitors.
18: Cash and deposits
Cash at bank
Currency profile
Sterling
Euro
2021
£m
309.7
259.9
49.8
309.7
2020
£m
409.5
376.0
33.5
409.5
136 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
136
19: Payables: current liabilities
Trade payables
Pension liability (note 7C)
Withholding tax on interim dividends (note 11)
Capital expenditure payables
VAT payable
Balances due to joint venture entities
Balances due to co-owners1
Property disposal costs
Other payables2,3
Interest accruals
Other accruals4
Deferred income
2021
£m
17.0
0.9
–
14.2
18.8
9.3
13.7
7.6
12.4
38.9
23.1
23.5
179.4
2020
£m
19.2
0.9
11.9
22.5
23.1
17.6
19.3
3.5
0.4
42.9
33.5
10.2
205.0
1. Represents amounts owing to the Group’s co-owners, in respect of cash balances held on their behalf in order to meet future service charge costs and related expenditure.
The cash balances are included in restricted monetary assets as shown in note 17.
2. Other payables include lease liabilities of £2.5 million (2020: £3.2 million) in relation to the Group’s offices in London, Reading, Dublin and Paris. The non-current portion is
included in note 23.
3. Other payables totalled £63.9 million in 2020. This total has been represented above as follows: VAT payable (£23.1 million), balances due to joint venture entities
(£17.6 million), balances due to co-owners (£19.3 million), property disposal costs (£3.5 million) and other payables (£0.4 million).
4. Other accruals totalled £76.4 million in 2020. This total has been represented above as follows: interest accruals (£42.9 million) and other accruals (£33.5 million).
Trade receivables are shown after deducting a loss allowance provision of £27.4 million (2020: £35.8 million), as set out in the table below. Further
details of the methodology applied, together with analysis of the provisioning rates, are provided in notes 1D and 21E.
20: Loans
Unsecured
£200 million 7.25% sterling bonds due April 2028
€700 million 1.75% euro bonds due June 20271
£300 million 6% sterling bonds due February 2026
£350 million 3.5% sterling bonds due October 2025
€235.5 million (2020: €500 million) 1.75% euro bonds due March 20232
€nil (2020: €500 million) 2% euro bonds due July 20222
Sterling bank loans and overdrafts3
Senior notes due January 20314
Senior notes due January 20284
Senior notes due June 20264
Senior notes due January and June 20244
Senior notes due June 20214
Analysed as:
Current liabilities
Non-current liabilities
2021
£m
2020
£m
198.8
578.3
298.8
347.8
197.4
–
(2.7)
4.9
13.3
58.8
139.4
–
1,834.8
–
1,834.8
1,834.8
198.7
–
298.6
347.2
446.5
446.5
(2.9)
16.4
62.1
81.2
249.4
115.0
2,258.7
115.0
2,143.7
2,258.7
1. Current restricted monetary assets relate to cash held by managing agents on behalf of Group’s tenants and co-owners to meet future service charge costs and related
expenditure, and amounts held in escrow accounts for a specified purpose. The cash has restricted use and, as such, does not meet the definition of cash and cash equivalents as
defined in IAS 7 Statement of Cash Flows.
2. Non-current restricted monetary assets relate to funds held in escrow which are available to satisfy the Company’s obligations under indemnities granted by the Company in
favour of indemnified persons under the Company’s Articles of Association, if such obligations are not satisfied by the Company or covered by Directors’ and Officers’ liability
insurance. Unless suitable insurance can be procured, the funds will remain in trust until the later of December 2026, or, if there are outstanding claims at that date, the date on
3. Included in current assets is a £20.0 million deposit received in respect of the sale of Silverburn, Glasgow held in escrow by the Group’s solicitors.
1. On 3 June 2021, the Group issued a €700 million sustainability-linked euro bond. Net proceeds amounted to €690.3 million (£593.5 million) after issuance discount and
underwriting fees. The bond has a coupon which is linked to the achievement of two sustainability performance targets, both of which will be tested in December 2025 against a
2019 benchmark. If the targets are not met, a total of 75 basis points per annum, representing a cost of €5.25 million, will be payable in addition to the final year’s bond coupon.
The Group has made certain assumptions which support not increasing the effective interest rate on the bond, as a result of the possibility of failing to meet the targets. Planned
future initiatives which will assist the Group in achieving the targets include the introduction of energy efficient projects, the generation of additional energy through a
Corporate Purchase Power Agreement and driving compliance with relevant energy performance legislation. At 31 December 2021, the Group continued to make steady
progress against both of its targets.
2. During the year €264.5 million (£227.4 million) of the 2023 bonds and all of the 2022 bonds were repaid at a premium of €20.8 million (£17.9 million), which is included in ‘debt
and loan facility cancellation costs’ in note 8.
3. The debit balance of £2.7 million (2020: £2.9 million) relates to unamortised fees in relation to the Revolving Credit Facility (RCF) against which no funds had been drawn at
31 December 2021 or 31 December 2020.
4. Senior notes are analysed in note 21F on page 142. During the year, £296.5 million of senior notes were repaid at par, comprising £34.4 million denominated in sterling,
£62.3 million denominated in euro and £199.8 million denominated in US dollar.
5. At 31 December 2021 and 2020, no loans were repayable by instalments.
* Other receivables totalled £51.4 million in 2020. This total has been represented above as follows: VAT receivable (£18.6 million), balances due from joint venture entities
(£12.3 million), accrued interest receivable (£1.3 million) and other receivables (£19.2 million).
Other receivables are shown after deducting a loss allowance provision of £2.2 million (2020: £1.6 million). Further details are provided in note 21E. In
addition, balances due from joint venture entities are shown after an impairment provision of £0.7 million (2020: £nil).
Credit risk is explained further in note 21E.
receivable
allowance
receivable
receivable
allowance
receivable
Gross
£m
5.6
5.0
2.4
0.8
3.2
37.9
54.9
Loss
£m
(1.9)
(2.2)
(1.1)
(0.3)
(0.9)
(21.0)
(27.4)
2021
Net
£m
3.7
2.8
1.3
0.5
2.3
16.9
27.5
Gross
£m
7.9
7.1
4.7
1.0
10.2
51.9
82.8
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
16: Receivables
A: Receivables: non-current assets
Net pension asset (see note 7C)
Other receivables
B: Receivables: current assets
Balances due from joint venture entities
Accrued interest receivable
Trade receivables
VAT receivable
Other receivables*
Corporation tax
Prepayments
Not yet due
1-30 days overdue
31-60 days overdue
61-90 days overdue
91-120 days overdue
More than 120 days overdue
Cash held by managing agents1
Cash held in escrow1,2,3
Analysed as:
Non-current assets2
Current assets1,3
17: Restricted monetary assets
which all claims are resolved.
18: Cash and deposits
Cash at bank
Currency profile
Sterling
Euro
2021
£m
16.8
2.7
19.5
2021
£m
27.5
15.7
7.5
11.0
17.9
0.7
4.5
84.8
Loss
£m
(0.7)
(3.2)
(2.0)
(0.6)
(4.8)
(24.5)
(35.8)
2021
£m
19.1
41.4
60.5
21.4
39.1
60.5
2020
£m
–
3.4
3.4
2020
£m
47.0
18.6
12.3
1.3
19.2
0.8
6.7
105.9
2020
Net
£m
7.2
3.9
2.7
0.4
5.4
27.4
47.0
2020
£m
28.3
21.4
49.7
21.4
28.3
49.7
2021
£m
309.7
259.9
49.8
309.7
2020
£m
409.5
376.0
33.5
409.5
136 Hammerson plc Annual Report 2021
www.hammerson.com 137
www.hammerson.com 137
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management
A: Financing strategy
The Group borrows predominantly on an unsecured basis under its standard financial covenants in order to maintain operational flexibility at a low
operational cost. Borrowings are arranged to maintain short term liquidity and ensure an appropriate maturity profile. Acquisitions may be financed
initially using short term funds before being refinanced for the longer term depending on the Group’s financing position in terms of maturities, future
commitments, disposals and market conditions. Long term debt mainly comprises the Group’s fixed rate unsecured bonds and private placement
senior notes. Short term funding is raised principally through syndicated revolving credit facilities from a range of banks and financial institutions with
which the Group maintains strong working relationships. An analysis of the maturity of the undrawn element of these revolving credit facilities is
shown in note 21D.
The Group’s borrowing position at 31 December 2021 is summarised below:
Current
assets
£m
Non-current
assets
£m
Derivative financial instruments
Non-current
liabilities
£m
Current
liabilities
£m
Loans
< 1 year
£m
Loans
> 1 year
£m
20
1,621.1
(2.7)
216.4
–
1,834.8
–
1,834.8
Loans
> 1 year
£m
20
1,737.5
(2.9)
409.1
–
2021
Total
£m
1,621.1
(2.7)
216.4
44.1
1,878.9
(10.3)
1,868.6
2020
Total
£m
1,737.5
(2.9)
524.1
71.3
20
–
–
–
–
–
–
–
Loans
< 1 year
£m
20
–
–
115.0
–
115.0
2,143.7
2,330.0
Note
Bonds
Bank loans and overdrafts
Senior notes
Fair value of currency swaps
Borrowings
Interest rate swaps
Loans and derivative financial instruments
–
–
–
(7.3)
(7.3)
–
(7.3)
–
–
–
(8.3)
(8.3)
(10.3)
(18.6)
–
–
–
–
–
–
–
–
–
–
59.7
59.7
–
59.7
The Group’s borrowing position at 31 December 2020 is summarised below:
Note
Bonds
Bank loans and overdrafts
Senior notes
Fair value of currency swaps
Borrowings, loans and derivative financial
instruments
Current
assets
£m
Non-current
assets
£m
Derivative financial instruments
Non-current
liabilities
£m
Current
liabilities
£m
–
–
–
(9.1)
(9.1)
–
–
–
(6.6)
(6.6)
–
–
–
2.3
2.3
–
–
–
84.7
84.7
138 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
138
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management
A: Financing strategy
The Group borrows predominantly on an unsecured basis under its standard financial covenants in order to maintain operational flexibility at a low
operational cost. Borrowings are arranged to maintain short term liquidity and ensure an appropriate maturity profile. Acquisitions may be financed
initially using short term funds before being refinanced for the longer term depending on the Group’s financing position in terms of maturities, future
commitments, disposals and market conditions. Long term debt mainly comprises the Group’s fixed rate unsecured bonds and private placement
senior notes. Short term funding is raised principally through syndicated revolving credit facilities from a range of banks and financial institutions with
which the Group maintains strong working relationships. An analysis of the maturity of the undrawn element of these revolving credit facilities is
shown in note 21D.
The Group’s borrowing position at 31 December 2021 is summarised below:
Derivative financial instruments
Current
assets
£m
Non-current
assets
£m
Current
liabilities
£m
Non-current
liabilities
£m
Loans
< 1 year
Loans
> 1 year
Note
Bonds
Bank loans and overdrafts
Senior notes
Fair value of currency swaps
Borrowings
Interest rate swaps
Loans and derivative financial instruments
The Group’s borrowing position at 31 December 2020 is summarised below:
Note
Bonds
Bank loans and overdrafts
Senior notes
Fair value of currency swaps
Borrowings, loans and derivative financial
instruments
–
–
–
–
(7.3)
(7.3)
(7.3)
–
–
–
(9.1)
(9.1)
–
–
–
(8.3)
(8.3)
(10.3)
(18.6)
–
–
–
(6.6)
(6.6)
–
–
–
–
–
–
–
–
–
–
2.3
2.3
–
–
–
–
59.7
59.7
59.7
–
–
–
84.7
84.7
Current
assets
£m
Non-current
assets
£m
Derivative financial instruments
Current
liabilities
£m
Non-current
liabilities
£m
£m
20
–
–
–
–
–
–
–
Loans
< 1 year
£m
20
–
–
–
115.0
1,621.1
1,621.1
1,834.8
1,878.9
1,834.8
1,868.6
£m
20
(2.7)
216.4
–
–
Loans
> 1 year
£m
20
(2.9)
409.1
–
2021
Total
£m
(2.7)
216.4
44.1
(10.3)
2020
Total
£m
(2.9)
524.1
71.3
1,737.5
1,737.5
115.0
2,143.7
2,330.0
B: Interest rate and foreign currency management
Derivative financial instruments are used to manage exposure to fluctuations in foreign currency exchange rates and interest rates, but are not
employed for speculative purposes. Interest rate swaps are used to manage the interest rate basis of the Group’s debt, allowing changes from fixed
to floating rates or vice versa. Clear guidelines exist for the Group’s ratio of fixed to floating rate debt and management regularly reviews the interest
rate profile against these guidelines.
In April 2021, the Group entered into interest rate swap agreements totalling £300 million, which mature in February 2023. Under these swaps the
Group pays interest at a rate linked to SONIA, and receives interest at a fixed rate of 6% per annum. At 31 December 2021, the fair value of interest rate
swaps was an asset of £10.3 million which was excluded from the Group’s borrowings as the fair value crystallises over the life of the instruments rather
than at maturity. The Group does not hedge account for its interest rate swaps and states them at fair value with changes in fair value included in the
consolidated income statement.
Interest rate profile
Sterling
Euro
US dollar
Interest rate profile
Sterling
Euro
US dollar
%
6.9
2.0
–
2.7
%
6.2
2.1
–
3.1
Fixed rate borrowings
£m
Years
6
226.0
1,362.9
4
–
–
1,588.9
5
Fixed rate borrowings
£m
558.7
1,771.9
–
2,330.6
Years
6
3
–
4
Floating rate
borrowings
£m
(170.5)
465.7
(5.2)
290.0
Floating rate
borrowings
£m
122.8
(116.4)
(7.0)
(0.6)
2021
Total
£m
55.5
1,828.6
(5.2)
1,878.9
2020
Total
£m
681.5
1,655.5
(7.0)
2,330.0
Net investment hedge
To manage the foreign currency exposure on its net investments in euro-denominated entities, the Group has designated all euro borrowings or
synthetic euro borrowings, including euro-denominated bonds, senior notes and currency swaps, as net investment hedges. This designation allows
exchange differences on hedging instruments to be recognised directly in equity and offset against the exchange differences on net investments in
euro-denominated entities also recognised in equity. The notional and carrying amount of these euro-denominated liabilities designated in a net
investment hedge, and the average hedged exchange rate is shown below.
2021
Euro notional2 (€m)
Carrying amount3 (£m)
Average hedged exchange rate
2020
Euro notional2 (€m)
Carrying amount3 (£m)
Average hedged exchange rate
Bonds1
935.5
775.7
£1 = €1.189
Foreign
exchange
swaps
554.6
(7.2)
£1 = €1.152 £1 = €1.352 £1 = €1.173
Cross currency
swaps
570.2
45.9
Senior notes
120.4
100.8
Bonds1
1,000.0
893.0
£1=€1.264
Senior notes
192.9
172.0
£1=€1.172
Cross currency
swaps
796.5
75.9
£1=€1.298
Foreign
exchange
swaps
(130.0)
1.9
£1=€1.099
Total
2,180.7
915.2
Total
1,859.4
1,142.8
1. The fair value of euro-denominated bonds at 31 December 2021 was £778.9 million (2020: £871.8 million).
2. The euro notional is the amount due at maturity without netting any receivable of different currency under the same instrument.
3. The carrying amount is the book value at which euro-denominated financial instruments are recognised within borrowings.
Cash flow hedge
To manage the impact of foreign exchange movements on the Group’s $115 million US dollar borrowings (2020: $392 million), the Group has used
derivatives at an average hedged exchange rate of £1 = $1.439 (2020: £1 = $1.418), to swap all the cash flows to either euro or sterling, the sterling element
of which is designated as a cash flow hedge. At 31 December 2021, the carrying value of derivatives designated in a cash flow hedge was an asset of
£6.7 million (2020: £13.9 million). Currency basis is not included in this designation and a cost of hedging reserve is not presented separately as it is
considered to be immaterial. This designation allows exchange differences on hedging instruments to be recognised in the cash flow hedge reserve and
then recycled to net finance costs in the consolidated income statement, to offset against the exchange differences on US dollar borrowings also
recognised in net finance costs. The critical terms of the US dollar borrowings and the derivatives match.
C: Income statement and balance sheet management
The Group maintains internal guidelines for interest cover, gearing, unencumbered assets and other credit ratios. Management monitors the Group’s
current and projected financial position against these guidelines. Further details of these ratios are provided in the Financial review on page 33.
138 Hammerson plc Annual Report 2021
www.hammerson.com 139
www.hammerson.com 139
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management continued
D: Cash management and liquidity
Cash levels are monitored to ensure sufficient resources are available to meet the Group’s operational requirements. Short term money market
deposits are used to manage cash resources to maximise the rate of return, giving due consideration to risk. Liquidity requirements are met with
an appropriate mix of short and longer term debt as explained in note 21A.
The maturity analysis of the undrawn element of the revolving credit facilities at 31 December 2021 is summarised below:
Expiry
Within one year
Within one to two years
Within two to five years
2021
£m
2020
£m
10.0
450.0
569.8
1,029.8
–
425.0
820.0
1,245.0
E: Credit risk
The Group’s credit risk arises from trade receivables, unamortised tenant incentives, other receivables, restricted monetary assets, cash and deposits,
balances due from joint ventures, other investments, loans receivable, participative loans to associates and derivative financial instruments. The Group
determines the level of risk associated with financial assets, and whether this has increased, by reference to changes in the levels of default experienced,
tenant credit ratings and increasing tenant failure, and wider macroeconomic factors, ensuring that all receivables are regularly monitored. The credit
risk of loans due from joint ventures and associates is monitored by reference to changes in the underlying assets, principally driven by investment
property valuation changes. The impact of the Covid-19 pandemic has resulted in increased risk across a number of the Group’s financial assets.
Risk management
The credit risk on cash and deposits and derivative financial instruments is limited because the counterparties are banks, who are committed lenders
to the Group, with high credit ratings assigned by international credit-rating agencies. At 31 December 2021, the fair value of interest rate and currency
swap assets was £25.9 million (2020: £15.7 million), and the fair value of currency swap liabilities was £59.7 million (2020: £87.0 million), as shown in
note 21A. These financial instruments have interest accruals of £10.6 million (2020: £1.3 million) which are recognised within receivables in note 16B.
After taking into account the netting impact included within our International Swap and Derivatives Association (ISDA) agreements with each
counterparty (which are enforceable on the occurrence of future credit events such as a default), the net positions, including accrued interest would be
derivative financial assets of £6.3 million (2020: £2.3 million) and derivative financial liabilities of £29.5 million (2020: £72.3 million). The combined
value of derivative financial instruments at 31 December 2021 was therefore a liability of £23.2 million (2020: £70.0 million).
The credit risk on restricted monetary assets, being cash held by the Group and its managing agents on behalf of third parties, and cash held for
restricted purposes, is similarly considered low.
Trade receivables consist principally of rents and service charges due from tenants. Prior to 2020, outstanding trade receivables balances were low
relative to the scale of the consolidated balance sheet due to a diversified occupier base. However, due to structural changes in the retail environment,
exacerbated by the Covid-19 pandemic and resultant moratorium restricting the Group’s ability to enforce rent collections, there has been a significant
increase in the level of trade receivables and therefore the associated credit risk. Whilst the easing of restrictions has supported the conclusion of
occupier negotiations resulting in improved collection rates, particularly in the UK and Ireland, and a resultant reduction in gross trade receivables, the
residual trade receivables are older and more challenging to recover with the passage of time. The Group’s most significant occupiers are set out in
Table 82 of the Additional disclosures (unaudited) on page 162. To mitigate the risk of default, the Group reviews the creditworthiness of tenants prior
to entering into contractual arrangements and requests cash deposits where appropriate.
Balances due from joint ventures comprise loans from the Group to establish and fund the partnerships. These form part of the total investment in
joint ventures and have been assessed for recoverability under the IFRS 9 Expected Credit Loss model. Management has concluded that the resultant
impairment is immaterial.
Participative loans to associates and other investments are carried at fair value based on the underlying assets and the credit risk is low.
Other receivables include deposits, floats, forward funding on service charges and accrued income in relation to management fees receivable. The
credit risk ranges from low to moderate dependent on the nature of the receivable.
At 31 December 2021, the Group’s maximum exposure to credit risk was £645.5 million (2020: £742.0 million), which excludes derivative financial
instruments and balances supported by investment properties. The Group’s maximum exposure to credit risk as at 31 December 2020 was previously
reported as £760.6 million. This has been amended to exclude VAT receivable of £18.6 million.
Security
For most trade receivables, the Group obtains security in the form of rental deposits or guarantees which can be called upon if the counterparty is in
default. Both of these serve to limit the potential exposure to credit risk.
140 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
140
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management continued
D: Cash management and liquidity
Cash levels are monitored to ensure sufficient resources are available to meet the Group’s operational requirements. Short term money market
deposits are used to manage cash resources to maximise the rate of return, giving due consideration to risk. Liquidity requirements are met with
an appropriate mix of short and longer term debt as explained in note 21A.
The maturity analysis of the undrawn element of the revolving credit facilities at 31 December 2021 is summarised below:
2021
£m
2020
£m
10.0
450.0
569.8
1,029.8
–
425.0
820.0
1,245.0
Expiry
Within one year
Within one to two years
Within two to five years
E: Credit risk
The Group’s credit risk arises from trade receivables, unamortised tenant incentives, other receivables, restricted monetary assets, cash and deposits,
balances due from joint ventures, other investments, loans receivable, participative loans to associates and derivative financial instruments. The Group
determines the level of risk associated with financial assets, and whether this has increased, by reference to changes in the levels of default experienced,
tenant credit ratings and increasing tenant failure, and wider macroeconomic factors, ensuring that all receivables are regularly monitored. The credit
risk of loans due from joint ventures and associates is monitored by reference to changes in the underlying assets, principally driven by investment
property valuation changes. The impact of the Covid-19 pandemic has resulted in increased risk across a number of the Group’s financial assets.
Risk management
The credit risk on cash and deposits and derivative financial instruments is limited because the counterparties are banks, who are committed lenders
to the Group, with high credit ratings assigned by international credit-rating agencies. At 31 December 2021, the fair value of interest rate and currency
swap assets was £25.9 million (2020: £15.7 million), and the fair value of currency swap liabilities was £59.7 million (2020: £87.0 million), as shown in
note 21A. These financial instruments have interest accruals of £10.6 million (2020: £1.3 million) which are recognised within receivables in note 16B.
After taking into account the netting impact included within our International Swap and Derivatives Association (ISDA) agreements with each
counterparty (which are enforceable on the occurrence of future credit events such as a default), the net positions, including accrued interest would be
derivative financial assets of £6.3 million (2020: £2.3 million) and derivative financial liabilities of £29.5 million (2020: £72.3 million). The combined
value of derivative financial instruments at 31 December 2021 was therefore a liability of £23.2 million (2020: £70.0 million).
The credit risk on restricted monetary assets, being cash held by the Group and its managing agents on behalf of third parties, and cash held for
restricted purposes, is similarly considered low.
Trade receivables consist principally of rents and service charges due from tenants. Prior to 2020, outstanding trade receivables balances were low
relative to the scale of the consolidated balance sheet due to a diversified occupier base. However, due to structural changes in the retail environment,
exacerbated by the Covid-19 pandemic and resultant moratorium restricting the Group’s ability to enforce rent collections, there has been a significant
increase in the level of trade receivables and therefore the associated credit risk. Whilst the easing of restrictions has supported the conclusion of
occupier negotiations resulting in improved collection rates, particularly in the UK and Ireland, and a resultant reduction in gross trade receivables, the
residual trade receivables are older and more challenging to recover with the passage of time. The Group’s most significant occupiers are set out in
Table 82 of the Additional disclosures (unaudited) on page 162. To mitigate the risk of default, the Group reviews the creditworthiness of tenants prior
to entering into contractual arrangements and requests cash deposits where appropriate.
Balances due from joint ventures comprise loans from the Group to establish and fund the partnerships. These form part of the total investment in
joint ventures and have been assessed for recoverability under the IFRS 9 Expected Credit Loss model. Management has concluded that the resultant
impairment is immaterial.
Participative loans to associates and other investments are carried at fair value based on the underlying assets and the credit risk is low.
Other receivables include deposits, floats, forward funding on service charges and accrued income in relation to management fees receivable. The
credit risk ranges from low to moderate dependent on the nature of the receivable.
At 31 December 2021, the Group’s maximum exposure to credit risk was £645.5 million (2020: £742.0 million), which excludes derivative financial
instruments and balances supported by investment properties. The Group’s maximum exposure to credit risk as at 31 December 2020 was previously
reported as £760.6 million. This has been amended to exclude VAT receivable of £18.6 million.
Security
For most trade receivables, the Group obtains security in the form of rental deposits or guarantees which can be called upon if the counterparty is in
default. Both of these serve to limit the potential exposure to credit risk.
Impairment of financial assets
Detailed below are those financial assets subject to the Expected Credit Loss (ECL) model, a summary of the movements in the year and details of the
application of the ECL model across the Group’s financial assets.
Loss allowance at 1 January
Loss allowance measured under lifetime ECL
Change in provision rate
Disposal of UK retail parks
Reversal of loss allowance brought forward
Reversal of loss allowance due to amounts written off
Exchange
Loss allowance at 31 December
Trade
receivables
£m
35.8
11.3
2.2
(2.1)
(16.6)
(2.1)
(1.1)
27.4
Other
receivables
£m
1.6
1.7
––
––
(1.1)
––
––
2.2
2021
Unamortised
tenant incentives1
£m
9.5
1.7
––
(4.3)
(0.1)
––
––
6.8
Trade
receivables
£m
9.9
28.8
–
–
(1.2)
(1.7)
–
35.8
Other
receivables
£m
–
1.6
–
–
–
–
–
1.6
2020
Unamortised
tenant incentives1
£m
–
9.5
–
–
–
–
–
9.5
1. Unamortised tenant incentives are included as capital expenditure additions within investment properties.
(i) Trade receivables
The Group has applied the IFRS 9 simplified approach to measuring expected credit losses, using a lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have first been grouped based on the level of credit risk, determined by reference to credit
scores, latest information on occupiers’ financial standing, and the relative risk of the retail subsector in which they operate. Expected loss allowance
rates have then been applied, taking into consideration: historical default rates; anticipated concessions specific to the Covid-19 pandemic; and the
wider macroeconomic impact of the pandemic. Loss allowance rates have been applied to the net trade receivables balance, after taking account of
VAT, rent deposits and personal and corporate guarantees held.
Additional loss allowance provisions have been applied according to the ageing of trade receivables, reflecting the heightened risk associated with aged
balances.
Where the likelihood of default is deemed to be very high, due to latest information on tenant failure or restructuring, trade receivables have been
provided against in full. Trade receivables are written off when there is no feasible possibility of recovery and enforcement activity has ceased.
As a result of the application of the expected credit loss model, a total loss allowance of £27.4 million has been recognised for the year ended
31 December 2021, equivalent to 81% of the trade receivables net of VAT and deposits, compared to £35.8 million (62%) in 2020. Refer to notes 1D and
16B for further information. The reduction in the loss allowance provision during the year ended 31 December 2021 principally related to the reversal of
loss allowances brought forward, reflecting collections and concessions agreed, partially offset by additional provision relating to 2021 receivables and
an increase in the overall provision rate.
As this is a significant area of estimation for the Group, sensitivity analysis has been prepared and included in note 1D.
Loss allowances on trade receivables are presented as part of other property outgoings within operating profit, with the exception of loss allowance
provisions relating to amounts not yet recognised in the consolidated income statement, which are identified as a separate line item.
(ii) Unamortised tenant incentives
The Group has applied the IFRS 9 simplified approach to measuring expected credit losses, using a lifetime expected loss allowance for all unamortised
tenant incentives.
To measure the expected credit losses, unamortised tenant incentives have first been grouped based on the level of credit risk, determined by reference
to credit scores, latest information on tenants’ financial standing, and the relative risk of the retail subsector within which they operate. Expected loss
allowance rates have then been applied, taking into consideration historical default rates and anticipated default specific to the Covid-19 pandemic.
Where the likelihood of default is deemed to be very high, due to latest information on tenant failure or restructuring, unamortised tenant incentives
have been provided against in full. Unamortised tenant incentives are written off when tenants have vacated the unit.
As a result of the application of the expected credit loss model, a total loss allowance of £6.8 million has been recognised at 31 December 2021,
equivalent to 27% of unamortised tenant incentives, compared to £9.5 million (21%) at 31 December 2020. The decrease in the loss allowance provision
during the year ended 31 December 2021 arises primarily from the disposal of properties. Further information is provided in note 1D and movements in
the provision are analysed in the table above.
As this is a significant area of estimation for the Group, sensitivity analysis has been prepared and included in note 1D.
Impairment losses on unamortised tenant incentives have been presented as part of other property outgoings within operating profit.
(iii) Other receivables
Other receivables include deposits, floats, forward funding, accrued management fees and other sundry receivables. The Group has reviewed other
receivables for potential impairment given the increased uncertainty and heightened risk environment. In assessing the expected credit loss arising,
other receivables were first categorised, excluding those for which the credit risk is deemed to be extremely low. The remaining receivables were then
grouped based on type, contractual terms, the financial standing of the debtor and the ageing. The simplified approach was then adopted, applying a
loss allowance rate dependent on categorisation based on historical default information, factoring in the impact of Covid-19 on both the current and
future levels of credit risk. This has resulted in a £0.6 million (2020: £1.6 million) increase in the total loss allowance which is included within other
property outgoings for the year ended 31 December 2021.
Other receivables are written off when there is no feasible possibility of recovery and enforcement activity has ceased.
140 Hammerson plc Annual Report 2021
www.hammerson.com 141
www.hammerson.com 141
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management continued
(iv) Amounts due from joint ventures
Amounts due from joint ventures have been assessed for impairment under IFRS 9 dependent on the terms of agreement. The most material balance,
relating to loans due from Westquay Limited Partnership, is repayable on demand, although the Group does not expect this loan to be recalled in the
foreseeable future. Consequently, the expected credit loss has been calculated by discounting the outstanding loan balance over the period until it is
anticipated that the cash will be realised, at the interest rate implicit in the loan. The resultant expected credit loss was not material to the Group and
therefore no loss has been recognised for the year ended 31 December 2021.
(v) Investments in joint ventures and associates
Following the impairment of investments in joint ventures and associates of £103.8 million in 2020, as detailed in note 1C, the carrying value of
investments in joint ventures and associates equates to the Group’s share of the underlying net assets of the investment. The most significant
component of underlying net assets is investment properties, which are carried at fair value. Consequently, the expected credit loss is very low and
therefore no loss has been recognised for the year ended 31 December 2021. As detailed in note 1D to the financial statements on page 105, the exception
to this was at Highcross, Leicester where the breach of secured loan covenants at the year end, and potential outcomes thereof, resulted in a full
impairment of the investment of £11.5 million.
Significant estimates and judgements
As detailed in note 1D, the loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses
judgement in making these assumptions and selecting the inputs to the impairment calculation, based on historical data, existing macroeconomic and
tenant specific information, and forward-looking estimations.
F: Financial maturity analysis
The following table is a maturity analysis for the Group’s borrowings, cash and deposits and loans receivable. Borrowings are stated net of unamortised
fees of £17.4 million (2020: £11.8 million), the maturity of which is analysed in note 21J. A debt maturity profile, on a proportional basis, is also provided
in the Financial review on page 34.
Unsecured sterling fixed rate bonds
– £350 million 3.5% sterling bonds due October 2025
– £300 million 6% sterling bonds due February 2026
– £200 million 7.25% sterling bonds due April 2028
Unsecured euro fixed rate bonds
– €235.5 million 1.75% euro bonds due March 2023
– €700 million 1.75% euro bonds due June 2027
Senior notes
– £31 million Sterling
– €120 million Euro
– $115 million US dollar
Unsecured sterling bank loans and overdrafts
Fair value of currency swaps*
Borrowings (note 21A)
Cash and deposits (note 18)
Loans receivable (note 15C)
Unsecured sterling fixed rate bonds
– £350 million 3.5% sterling bonds due October 2025
– £300 million 6% sterling bonds due February 2026
– £200 million 7.25% sterling bonds due April 2028
Unsecured euro fixed rate bonds
– €500 million 2% euro bonds due July 2022
– €235.5 million 1.75% euro bonds due March 2023
Senior notes
– £65 million Sterling
– €193 million Euro
– $392 million US dollar
Unsecured sterling bank loans and overdrafts
Fair value of currency swaps*
Borrowings (note 21A)
Cash and deposits (note 18)
Loans receivable (note 15C)
Less than
one year
£m
One to two
years
£m
Two to five
years
£m
More than five
years
£m
–
–
–
–
–
–
–
–
–
(7.3)
(7.3)
(309.7)
–
(317.0)
–
–
–
197.4
–
–
–
–
(0.5)
–
196.9
–
–
196.9
347.8
298.8
–
–
–
30.8
82.6
84.8
(2.2)
51.4
894.0
–
–
894.0
–
–
198.8
–
578.3
–
18.2
–
–
–
795.3
–
(1.7)
793.6
Less than
one year
£m
One to two
years
£m
Two to five
years
£m
More than five
years
£m
–
–
–
–
–
–
13.9
101.1
–
(6.8)
108.2
(409.5)
–
(301.3)
–
–
–
446.5
–
–
–
–
(0.5)
–
446.0
–
–
446.0
347.2
–
–
–
446.5
30.6
32.9
186.0
(2.4)
78.1
1,118.9
–
–
1,118.9
–
298.6
198.7
–
–
34.4
125.2
–
–
–
656.9
–
(1.8)
655.1
2021 Maturity
Total
£m
347.8
298.8
198.8
197.4
578.3
30.8
100.8
84.8
(2.7)
44.1
1,878.9
(309.7)
(1.7)
1,567.5
2020 Maturity
Total
£m
347.2
298.6
198.7
446.5
446.5
65.0
172.0
287.1
(2.9)
71.3
2,330.0
(409.5)
(1.8)
1,918.7
* The fair value of currency swaps of £44.1 million (2020: £71.3 million) is included within derivative financial instruments as shown in note 21A.
142 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
142
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management continued
(iv) Amounts due from joint ventures
Amounts due from joint ventures have been assessed for impairment under IFRS 9 dependent on the terms of agreement. The most material balance,
relating to loans due from Westquay Limited Partnership, is repayable on demand, although the Group does not expect this loan to be recalled in the
foreseeable future. Consequently, the expected credit loss has been calculated by discounting the outstanding loan balance over the period until it is
anticipated that the cash will be realised, at the interest rate implicit in the loan. The resultant expected credit loss was not material to the Group and
therefore no loss has been recognised for the year ended 31 December 2021.
(v) Investments in joint ventures and associates
Following the impairment of investments in joint ventures and associates of £103.8 million in 2020, as detailed in note 1C, the carrying value of
investments in joint ventures and associates equates to the Group’s share of the underlying net assets of the investment. The most significant
component of underlying net assets is investment properties, which are carried at fair value. Consequently, the expected credit loss is very low and
therefore no loss has been recognised for the year ended 31 December 2021. As detailed in note 1D to the financial statements on page 105, the exception
to this was at Highcross, Leicester where the breach of secured loan covenants at the year end, and potential outcomes thereof, resulted in a full
impairment of the investment of £11.5 million.
Significant estimates and judgements
tenant specific information, and forward-looking estimations.
F: Financial maturity analysis
As detailed in note 1D, the loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses
judgement in making these assumptions and selecting the inputs to the impairment calculation, based on historical data, existing macroeconomic and
The following table is a maturity analysis for the Group’s borrowings, cash and deposits and loans receivable. Borrowings are stated net of unamortised
fees of £17.4 million (2020: £11.8 million), the maturity of which is analysed in note 21J. A debt maturity profile, on a proportional basis, is also provided
in the Financial review on page 34.
Less than
one year
£m
years
£m
One to two
Two to five
More than five
2021 Maturity
Unsecured sterling fixed rate bonds
– £350 million 3.5% sterling bonds due October 2025
– £300 million 6% sterling bonds due February 2026
– £200 million 7.25% sterling bonds due April 2028
Unsecured euro fixed rate bonds
– €235.5 million 1.75% euro bonds due March 2023
– €700 million 1.75% euro bonds due June 2027
Unsecured sterling bank loans and overdrafts
Senior notes
– £31 million Sterling
– €120 million Euro
– $115 million US dollar
Fair value of currency swaps*
Borrowings (note 21A)
Cash and deposits (note 18)
Loans receivable (note 15C)
Unsecured sterling fixed rate bonds
– £350 million 3.5% sterling bonds due October 2025
– £300 million 6% sterling bonds due February 2026
– £200 million 7.25% sterling bonds due April 2028
Unsecured euro fixed rate bonds
– €500 million 2% euro bonds due July 2022
– €235.5 million 1.75% euro bonds due March 2023
Unsecured sterling bank loans and overdrafts
Senior notes
– £65 million Sterling
– €193 million Euro
– $392 million US dollar
Fair value of currency swaps*
Borrowings (note 21A)
Cash and deposits (note 18)
Loans receivable (note 15C)
(7.3)
(7.3)
(309.7)
196.9
894.0
795.3
(317.0)
196.9
894.0
Less than
one year
£m
years
£m
One to two
Two to five
More than five
2020 Maturity
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
197.4
(0.5)
446.5
(0.5)
–
446.0
years
£m
347.8
298.8
30.8
82.6
84.8
(2.2)
51.4
years
£m
347.2
446.5
30.6
32.9
186.0
(2.4)
78.1
–
–
–
–
–
–
–
–
–
–
years
£m
198.8
578.3
18.2
(1.7)
793.6
years
£m
298.6
198.7
34.4
125.2
(1.8)
655.1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
£m
347.8
298.8
198.8
197.4
578.3
30.8
100.8
84.8
(2.7)
44.1
1,878.9
(309.7)
(1.7)
1,567.5
Total
£m
347.2
298.6
198.7
446.5
446.5
65.0
172.0
287.1
(2.9)
71.3
2,330.0
(409.5)
(1.8)
1,918.7
13.9
101.1
(6.8)
108.2
(409.5)
1,118.9
656.9
(301.3)
446.0
1,118.9
G: Sensitivity analysis
In managing interest rate and currency risks, the Group aims to reduce the impact of short term fluctuations on the Group’s earnings. Changes
in foreign exchange and interest rates may have an impact on consolidated earnings over the longer term. The tables below provide indicative
sensitivity data.
Effect on loss before tax:
Increase/(Decrease)
Increase in
interest rates
by 1%
£m
6.4
2021
Decrease in
interest rates
by 1%
£m
(6.5)
Increase in
interest rates
by 1%
£m
–
2020
Decrease in
interest rates
by 1%
£m
–
There would have been no effect on amounts recognised directly in equity. The sensitivity has been calculated by applying the interest rate change to
the floating rate borrowings, net of interest rate swaps, at the year end.
Effect on financial instruments:
Increase/(Decrease) in net gain taken to equity
(Decrease)/Increase in loss before tax
Strengthening
of sterling
against euro
by 10%
£m
165.5
(4.5)
2021
Weakening
of sterling
against euro
by 10%
£m
(202.3)
5.5
Strengthening
of sterling
against euro
by 10%
£m
151.3
(8.1)
2020
Weakening
of sterling
against euro
by 10%
£m
(185.0)
9.9
The effect on the net gain taken to equity would be more than offset by the effect of exchange rate changes on the euro-denominated assets included
in the Group’s financial statements. This has been calculated by retranslating the year end euro-denominated financial instruments at the year end
foreign exchange rate changed by 10%. Forward foreign exchange contracts have been included in this estimate.
H: Fair values of financial instruments
The fair values of the Group’s borrowings, interest rate swaps, other investments and participative loans, together with their book value included in the
consolidated balance sheet, are as follows:
Unsecured bonds
Senior notes
Unsecured bank loans and overdrafts
Fair value of currency swaps
Borrowings
Fair value of interest rate swaps
Fair value of other investments
Participative loans to associates
Hierarchy level
1
2
2
2
2
3
3
Book value
£m
1,621.1
216.4
(2.7)
44.1
1,878.9
(10.3)
9.5
184.8
Fair value
£m
1,707.0
221.8
–
44.1
1,972.9
(10.3)
9.5
184.8
2021
Variance
£m
85.9
5.4
2.7
–
94.0
–
–
–
Book value
£m
1,737.5
524.1
(2.9)
71.3
2,330.0
–
9.7
189.9
Fair value
£m
1,765.4
549.1
–
71.3
2,385.8
–
9.7
189.9
2020
Variance
£m
27.9
25.0
2.9
–
55.8
–
–
–
The following valuation techniques have been applied to determine the fair values of financial instruments:
Valuation technique
Quoted market prices
Calculating present value of cash flows using appropriate market
discount rates
Calculation based on the underlying net asset values of the Villages/Centre in
which the Reported Group holds interests; the assets of the Villages/Centre
mainly comprise properties held at fair value (see note 1D)
Financial instrument
Unsecured bonds
Senior notes, unsecured bank loans and overdrafts, fair value of
currency swaps and fair value of interest rate swaps
Participative loans to associates and fair value of other investments
Level 3 financial instruments
Balance at 1 January
Total gains/(losses)
Other movements
Balance at 31 December
– in share of results of associates
– in the consolidated income statement
– in other comprehensive income
– reclassified from investment in joint ventures
– movement in advances
Participative
loans
£m
189.9
9.1
–
(11.8)
–
(2.4)
184.8
Other
investments
£m
9.7
–
0.4
(0.6)
–
–
9.5
2021
Total
£m
199.6
9.1
0.4
(12.4)
–
(2.4)
194.3
2020
Total
£m
195.2
(16.5)
(0.1)
11.2
9.8
–
199.6
The valuation technique applied for Level 3 financial instruments is described in the above table. All other factors remaining constant, an increase
of 5% in the net asset values of the Villages/Centre would increase the carrying amount of the Level 3 financial instruments by £10.1 million.
Similarly, a decrease of 5% would decrease the carrying amount by £10.1 million. The fair values of all other financial assets and liabilities equate
to their book values.
* The fair value of currency swaps of £44.1 million (2020: £71.3 million) is included within derivative financial instruments as shown in note 21A.
142 Hammerson plc Annual Report 2021
www.hammerson.com 143
www.hammerson.com 143
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management continued
I: Carrying amounts, gains and losses on financial instruments
The tables below show the classification of financial instruments under accounting standards IFRS 9.
Balances due from joint ventures
Loans receivable: non-current assets
Other receivables: non-current assets
Restricted monetary assets: non-current assets
Trade and other receivables (excluding VAT, corporation tax and prepayments): current assets
Restricted monetary assets: current assets
Cash and deposits
Assets held for sale1
Discontinued operations – UK retail parks
Financial assets at amortised cost
Participative loans to associates
Other investments
Assets at fair value through profit and loss
Derivative financial instruments
Net liabilities at fair value through profit and loss
Payables
Loans
Obligations under head leases
Financial liabilities at amortised cost
Total for financial instruments
Notes
14A
15C
17
16B
17
18
15C
10E
21A
21J
20
22
Carrying
amount
£m
255.4
1.7
1.0
21.4
63.9
39.1
309.7
4.1
–
696.3
Gain/(Loss) to
income
£m
–
0.1
–
–
0.1
–
–
(0.9)
3.0
2.3
2021
(Loss)/Gain to
equity
£m
–
–
–
–
–
–
–
–
–
–
184.8
9.5
194.3
(33.8)
(33.8)
(183.6)
(1,834.8)
(36.4)
(2,054.8)
(1,198.0)
9.1
0.4
9.5
(43.9)
(43.9)
(0.1)
(95.6)
(2.2)
(97.9)
(130.0)
(11.8)
(0.6)
(12.4)
91.6
91.6
–
63.1
–
63.1
142.3
1. The carrying amount comprises cash and deposits, trade and other receivables (excluding prepayments) and payables (excluding VAT and deferred income), relating to
Silverburn, Glasgow. ‘Loss to income’ represents the net impairment of assets held for sale on Silverburn, Glasgow. See note 10D.
Balances due from joint ventures
Loans receivable: non-current assets
Other receivables: non-current assets
Restricted monetary assets: non-current assets
Trade and other receivables (excluding VAT, corporation tax and prepayments): current assets1
Restricted monetary assets: current assets
Cash and deposits
Assets held for sale2
Financial assets at amortised cost
Participative loans to associates
Other investments
Assets at fair value through profit and loss
Derivative financial instruments
Net liabilities at fair value through profit and loss
Payables3
Loans
Obligations under head leases
Financial liabilities at amortised cost
Total for financial instruments
Notes
14A
15C
17
16B
17
18
10E
15C
10E
21A
21J
20
22
Carrying
amount
£m
261.4
1.8
1.6
21.4
79.8
28.3
409.5
–
803.8
189.9
9.7
199.6
(71.3)
(71.3)
(228.5)
(2,258.7)
(41.8)
(2,529.0)
(1,596.9)
Gain/(Loss) to
income
£m
–
0.1
–
–
(25.2)
–
–
(103.8)
(128.9)
2020
Gain/(Loss) to
equity
£m
–
–
–
–
–
–
–
–
–
(16.5)
(0.1)
(16.6)
(6.1)
(6.1)
(0.1)
(84.3)
(2.3)
(86.7)
(238.3)
11.2
–
11.2
(24.3)
(24.3)
–
(59.3)
–
(59.3)
(72.4)
1. The carrying amount for trade and other receivables as at 31 December 2020 was previously reported as £98.4 million. This has been amended to exclude VAT receivable of
£18.6 million which this year has been analysed separately within receivables in note 16B.
2. ‘Loss to income’ represents the net impairment of assets held for sale on VIA Outlets. See note 10E.
3. The carrying amount for payables as at 31 December 2020 was previously reported as £251.6 million. This has been amended to exclude VAT payable of £23.1 million which this
year has been analysed separately within payables in note 19.
144 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
144
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
21: Financial instruments and risk management continued
I: Carrying amounts, gains and losses on financial instruments
The tables below show the classification of financial instruments under accounting standards IFRS 9.
Trade and other receivables (excluding VAT, corporation tax and prepayments): current assets
Balances due from joint ventures
Loans receivable: non-current assets
Other receivables: non-current assets
Restricted monetary assets: non-current assets
Restricted monetary assets: current assets
Cash and deposits
Assets held for sale1
Discontinued operations – UK retail parks
Financial assets at amortised cost
Participative loans to associates
Other investments
Assets at fair value through profit and loss
Derivative financial instruments
Net liabilities at fair value through profit and loss
Payables
Loans
Obligations under head leases
Financial liabilities at amortised cost
Total for financial instruments
Balances due from joint ventures
Loans receivable: non-current assets
Other receivables: non-current assets
Restricted monetary assets: non-current assets
Restricted monetary assets: current assets
Cash and deposits
Assets held for sale2
Financial assets at amortised cost
Participative loans to associates
Other investments
Assets at fair value through profit and loss
Derivative financial instruments
Net liabilities at fair value through profit and loss
Payables3
Loans
Obligations under head leases
Financial liabilities at amortised cost
Total for financial instruments
Carrying
Gain/(Loss) to
(Loss)/Gain to
Notes
14A
15C
17
16B
17
18
15C
10E
21A
21J
20
22
Notes
14A
15C
17
16B
17
18
10E
15C
10E
21A
21J
20
22
amount
£m
255.4
1.7
1.0
21.4
63.9
39.1
309.7
4.1
–
696.3
184.8
9.5
194.3
(33.8)
(33.8)
(183.6)
(1,834.8)
(36.4)
(2,054.8)
(1,198.0)
Carrying
amount
£m
261.4
1.8
1.6
21.4
79.8
28.3
409.5
–
803.8
189.9
9.7
199.6
(71.3)
(71.3)
(228.5)
(2,258.7)
(41.8)
(2,529.0)
(1,596.9)
income
£m
0.1
0.1
–
–
–
–
–
(0.9)
3.0
2.3
9.1
0.4
9.5
(43.9)
(43.9)
(0.1)
(95.6)
(2.2)
(97.9)
(130.0)
income
£m
–
0.1
(25.2)
–
–
–
–
(103.8)
(128.9)
(16.5)
(0.1)
(16.6)
(6.1)
(6.1)
(0.1)
(84.3)
(2.3)
(86.7)
(238.3)
2021
equity
£m
–
–
–
–
–
–
–
–
–
–
(11.8)
(0.6)
(12.4)
91.6
91.6
63.1
–
–
63.1
142.3
2020
equity
£m
–
–
–
–
–
–
–
–
–
11.2
–
11.2
(24.3)
(24.3)
(59.3)
–
–
(59.3)
(72.4)
1. The carrying amount comprises cash and deposits, trade and other receivables (excluding prepayments) and payables (excluding VAT and deferred income), relating to
Silverburn, Glasgow. ‘Loss to income’ represents the net impairment of assets held for sale on Silverburn, Glasgow. See note 10D.
Gain/(Loss) to
Gain/(Loss) to
Trade and other receivables (excluding VAT, corporation tax and prepayments): current assets1
1. The carrying amount for trade and other receivables as at 31 December 2020 was previously reported as £98.4 million. This has been amended to exclude VAT receivable of
£18.6 million which this year has been analysed separately within receivables in note 16B.
2. ‘Loss to income’ represents the net impairment of assets held for sale on VIA Outlets. See note 10E.
3. The carrying amount for payables as at 31 December 2020 was previously reported as £251.6 million. This has been amended to exclude VAT payable of £23.1 million which this
year has been analysed separately within payables in note 19.
The equity losses of £154.7 million, on hedging instruments, shown as the total movement in the net investment and cash flow hedge reserves in the
consolidated statement of changes in equity on page 99 comprise gains in relation to derivative financial instruments of £91.6 million and gains in
relation to loans of £63.1 million as shown in the table on page 144. This includes cumulative losses of £44.2 million recycled from the net investment
hedge reserve to the consolidated income statement on disposal of foreign operations. In 2020, the equity losses of £83.6 million, on hedging
instruments, shown as the total movement in the net investment and cash flow hedge reserves on page 100 comprise losses in relation to derivative
financial instruments of £24.3 million and losses in relation to loans of £59.3 million. This included a loss of £20.8 million recycled from the net
investment hedge reserve. The Group risk management strategies and hedge documentation comply with the requirements of IFRS 9 and are thus
treated as continuing hedges. As at 31 December 2021, amounts relating to continuing hedges in the net investment hedge reserve were £45.1 million
(2020: £207.7 million). These hedges are due to mature between 2022 and 2031.
The movements in the net investment hedge reserve offset foreign exchange translation losses during the year of £139.7 million (2020: £171.1 million gains)
which arise from the retranslation of the net investment in foreign operations and £55.2 million (2020: £26.0 million) of cumulative gains recycled
on disposal of foreign operations. These are shown in the consolidated statement of changes in equity as movements in the translation reserve on
pages 99 and 100.
The Group designated as a cash flow hedge the cross currency swaps used to manage its foreign currency risk on US dollar loans. In 2021, a loss
of £1.9 million (2020: £3.4 million) was recognised in the cash flow hedge reserve in respect of these derivatives of which a £0.2 million loss
(2020: £8.2 million) was recycled to net finance costs. At 31 December 2021, the cash flow hedge reserve includes a gain of £1.7 million
(2020: £3.4 million), all of which relates to continuing cash flow hedges. The cash flows are expected to occur between 2022 and 2024.
The ratio for hedging instruments designated in both net investment and cash flow hedge relationships was 1:1. Ineffectiveness could be recognised
on either hedging relationship due to significant changes in counterparty credit risk or a reduction in the notional amount of the hedged item during
the designated hedging period. No ineffectiveness was recognised in 2021 or 2020.
J: Maturity analysis of financial liabilities
The remaining contractual non-discounted cash flows for financial liabilities are as follows:
Payables1
Derivative financial liability cash inflows
Derivative financial liability cash outflows
Non-derivative borrowings
Non-derivative unamortised borrowing costs
Non-derivative interest
Head leases
Payables1,2
Derivative financial liability cash inflows
Derivative financial liability cash outflows
Non-derivative borrowings
Non-derivative unamortised borrowing costs
Non-derivative interest
Head leases
Notes
20
22
Notes
20
22
Less than
one year
£m
136.2
(13.2)
10.5
–
–
65.1
2.1
200.7
One to two
years
£m
10.1
(13.2)
10.5
196.9
0.8
65.1
2.1
272.3
Two to five
years
£m
4.9
(405.9)
453.4
842.6
6.0
162.0
6.9
1,069.9
Five to 25
years
£m
32.4
–
–
795.3
10.6
40.2
45.7
924.2
More than 25
years
£m
–
–
–
–
–
–
68.3
68.3
Less than
one year
£m
158.9
(139.5)
138.4
115.0
–
77.9
2.4
353.1
One to two
years
£m
11.6
(16.1)
12.7
446.0
1.7
74.0
2.4
532.3
Two to five
years
£m
11.3
(514.4)
596.8
1,040.8
7.4
170.5
7.3
1,319.7
Five to 25
years
£m
46.7
–
–
656.9
2.7
69.6
48.8
824.7
More than 25
years
£m
–
–
–
–
–
–
100.7
100.7
2021 Maturity
Total
£m
183.6
(432.3)
474.4
1,834.8
17.4
332.4
125.1
2,535.4
2020 Maturity
Total
£m
228.5
(670.0)
747.9
2,258.7
11.8
392.0
161.6
3,130.5
1. Comprises current and non-current payables excluding VAT of £18.8 million (2020: £23.1 million), withholding tax on interim dividends of £nil (2020: £11.9 million), deferred
income of £23.5 million (2020: £10.2 million) and pension liabilities of £10.1 million (2020: £34.5 million) as these do not meet the definition of financial liabilities.
2. Total payables as at 31 December 2020 was previously reported as £251.6 million. This has been amended to exclude VAT payable of £23.1 million which this year has been
analysed separately within payables in note 19.
K: Capital structure
The Group’s financing policy is to optimise the weighted average cost of capital by using an appropriate mix of debt and equity, the latter in the form of
share capital. Further information on debt is provided in the Financial review on pages 33 to 35, and information on share capital and movements
therein is set out in note 24 and in the consolidated statement of changes in equity on pages 99 and 100.
L: Transition to LIBOR
As mentioned in note 1F the Group has assessed its exposure to GBP LIBOR contracts and the consequences of the LIBOR benchmark reform.
Exposures to LIBOR were identified in the Group’s revolving credit facilities, certain joint venture funding agreements and associated interest rate
swaps. The Group’s revolving credit facilities are subject to floating interest rates and were amended in October 2021 to reference SONIA instead of
LIBOR. In December 2021, the Group agreed binding terms to change the interest rate references for the Highcross joint venture secured debt facility,
and associated interest rate swaps, from LIBOR to SONIA. The revised agreements in this regard were finalised in February 2022.
144 Hammerson plc Annual Report 2021
www.hammerson.com 145
www.hammerson.com 145
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
22: Obligations under head leases
Head lease obligations in respect of rents payable on leasehold properties are payable as follows:
After 25 years
From five to 25 years
From two to five years
From one to two years
Within one year
23: Payables: non-current liabilities
Pension liability (note 7C)
Distributions received in advance from Value Retail
Guarantee and tenant deposits
Other payables1,2
Minimum
lease
payments
£m
68.3
45.7
6.9
2.1
2.1
125.1
2021
Present value
of minimum
lease
payments
£m
30.8
5.0
0.4
0.1
0.1
36.4
Interest
£m
(37.5)
(40.7)
(6.5)
(2.0)
(2.0)
(88.7)
Minimum
lease
payments
£m
100.7
48.8
7.3
2.4
2.4
161.6
2020
Present value
of minimum
lease
payments
£m
36.5
4.8
0.3
0.1
0.1
41.8
2020
£m
33.6
25.4
13.6
30.6
103.2
Interest
£m
(64.2)
(44.0)
(7.0)
(2.3)
(2.3)
(119.8)
2021
£m
9.2
21.5
9.5
16.4
56.6
1. Other payables includes lease liabilities of £1.5 million (2020: £3.6 million) which are payable as follows: £1.2 million (2020: £2.1 million) from one to two years and £0.3 million
(2020: £1.5 million) from two to five years. Additional maturity analysis of payables is included in note 21J.
2. Other payables totalled £69.6 million in 2020. This total has been represented above as follows: Distributions received in advance from Value Retail (£25.4 million), guarantee
and tenant deposits (£13.6 million) and other payables (£30.6 million).
24: Share capital
Called up, allotted and fully paid
Ordinary shares of 5p each
The authorised share capital was removed from the Company’s Articles of Association in 2010.
Movements in number of shares in issue
Number of shares in issue at 1 January 2021
Issued in respect of scrip dividends
Number of shares in issue at 31 December 2021
2021
£m
221.0
2020
£m
202.9
Number
4,057,298,174
362,158,987
4,419,457,161
Share schemes
The number and weighted average exercise price of share options which remain outstanding in respect of the Savings-Related Share Option Scheme
are shown in the tables below, together with details of expiry periods and range of exercise price. The number of ordinary shares which remain
outstanding in respect of the Restricted Share Plan, Restricted Share Scheme, and Long Term Incentive Plan are shown, together with their year
of grant.
Savings-Related Share Option Scheme*
Restricted Share Plan
Restricted Share Scheme
Long Term Incentive Plan
Savings-Related Share Option Scheme*
Restricted Share Plan
Restricted Share Scheme
Long Term Incentive Plan
Number
3,129,477
–
–
–
Year of expiry
2022-2026
–
–
–
Weighted
average
exercise price
n/a
–
–
–
Share options
Exercise price
(pence)
28.0-214.6
–
–
–
2021
Ordinary shares of 5p each
Year of grant
Number
–
–
2019-2021
16,570,535
9,890,367 2020-2021
2018-2019
1,210,375
Number
1,270,053
–
–
–
Year of expiry
2021-2025
–
–
–
Weighted
average
exercise price
n/a
–
–
–
Share options
Exercise price
(pence)
76.2-214.6
–
–
–
2020
Ordinary shares of 5p each
Number
–
13,772,868
7,511,007
3,376,305
Year of grant
–
2018-2020
2020
2017-2019
* The ‘exercise price’ column represents the range of possible exercise prices for the options outstanding at 31 December 2021 and 2020. During the current and preceding year no
options under the Savings-Related Share Option scheme were exercised and as a result there was no weighted average exercise price.
146 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
146
Interest
£m
(64.2)
(44.0)
(7.0)
(2.3)
(2.3)
(119.8)
2021
£m
9.2
21.5
9.5
16.4
56.6
2021
£m
221.0
2020
Present value
of minimum
lease
payments
£m
36.5
4.8
0.3
0.1
0.1
41.8
2020
£m
33.6
25.4
13.6
30.6
103.2
2020
£m
202.9
Number
4,057,298,174
362,158,987
4,419,457,161
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
22: Obligations under head leases
Head lease obligations in respect of rents payable on leasehold properties are payable as follows:
Minimum
lease
payments
£m
68.3
45.7
6.9
2.1
2.1
125.1
2021
Present value
of minimum
lease
payments
£m
30.8
5.0
0.4
0.1
0.1
36.4
Interest
£m
(37.5)
(40.7)
(6.5)
(2.0)
(2.0)
(88.7)
Minimum
lease
payments
£m
100.7
48.8
7.3
2.4
2.4
161.6
After 25 years
From five to 25 years
From two to five years
From one to two years
Within one year
23: Payables: non-current liabilities
Pension liability (note 7C)
Distributions received in advance from Value Retail
Guarantee and tenant deposits
Other payables1,2
24: Share capital
Called up, allotted and fully paid
Ordinary shares of 5p each
Movements in number of shares in issue
Number of shares in issue at 1 January 2021
Issued in respect of scrip dividends
Number of shares in issue at 31 December 2021
1. Other payables includes lease liabilities of £1.5 million (2020: £3.6 million) which are payable as follows: £1.2 million (2020: £2.1 million) from one to two years and £0.3 million
(2020: £1.5 million) from two to five years. Additional maturity analysis of payables is included in note 21J.
2. Other payables totalled £69.6 million in 2020. This total has been represented above as follows: Distributions received in advance from Value Retail (£25.4 million), guarantee
and tenant deposits (£13.6 million) and other payables (£30.6 million).
The authorised share capital was removed from the Company’s Articles of Association in 2010.
Share schemes
of grant.
Restricted Share Plan
Restricted Share Scheme
Long Term Incentive Plan
Restricted Share Plan
Restricted Share Scheme
Long Term Incentive Plan
The number and weighted average exercise price of share options which remain outstanding in respect of the Savings-Related Share Option Scheme
are shown in the tables below, together with details of expiry periods and range of exercise price. The number of ordinary shares which remain
outstanding in respect of the Restricted Share Plan, Restricted Share Scheme, and Long Term Incentive Plan are shown, together with their year
Savings-Related Share Option Scheme*
3,129,477
2022-2026
n/a
28.0-214.6
–
–
Number
Year of expiry
exercise price
(pence)
Number
Year of grant
Share options
Ordinary shares of 5p each
2021
Weighted
average
Exercise price
–
–
–
–
–
–
–
–
–
Weighted
average
n/a
–
–
–
–
–
–
16,570,535
2019-2021
9,890,367 2020-2021
1,210,375
2018-2019
Share options
Ordinary shares of 5p each
2020
Exercise price
(pence)
76.2-214.6
Number
Year of grant
–
–
–
–
–
13,772,868
2018-2020
7,511,007
3,376,305
2020
2017-2019
–
–
–
–
–
–
Savings-Related Share Option Scheme*
1,270,053
2021-2025
Number
Year of expiry
exercise price
* The ‘exercise price’ column represents the range of possible exercise prices for the options outstanding at 31 December 2021 and 2020. During the current and preceding year no
options under the Savings-Related Share Option scheme were exercised and as a result there was no weighted average exercise price.
25: Analysis of movement in net debt
Notes
At 1 January
Cash and deposits reclassified from joint ventures to assets
held for sale
Cash flow
Change in fair value of currency swaps
Exchange
At 31 December
Less cash and deposits classified as held for sale
At 31 December – excluding assets held for sale
Cash and
deposits
£m
18
409.5
4.6
(97.7)
–
(2.1)
314.3
(4.6)
309.7
Borrowings
£m
21F
(2,330.0)
–
332.9
(14.2)
132.4
(1,878.9)
–
(1,878.9)
2021
Net debt
£m
(1,920.5)
4.6
235.2
(14.2)
130.3
(1,564.6)
(4.6)
(1,569.2)
Cash and
deposits
£m
18
29.8
–
378.2
–
1.5
409.5
–
409.5
26: Adjustment for non-cash items in the cash flow statement
Amortisation of lease incentives and other costs
(Decrease)/Increase in loss allowance provision*
Increase in impairment of unamortised tenant incentives
Increase in accrued rents receivable
Depreciation (note 5)
Share-based employee remuneration (note 5)
Other
Borrowings
£m
21F
(2,548.0)
–
310.8
23.9
(116.7)
(2,330.0)
–
(2,330.0)
2021
£m
2.8
(3.1)
1.6
(12.7)
4.4
3.3
(5.1)
(8.8)
2020
Net debt
£m
(2,518.2)
–
689.0
23.9
(115.2)
(1,920.5)
–
(1,920.5)
2020
£m
7.7
25.2
9.5
(6.7)
4.9
2.2
(1.4)
41.4
* Includes decrease of £0.1 million (2020: £18.9 million increase) relating to continuing operations (as shown in footnote 2 of the consolidated income statement on page 96) and
£3.0 million decrease (2020: £6.3 million increase) relating to discontinued operations.
27: Contingent liabilities and capital commitments
At 31 December 2021, the Reported Group had contingent liabilities of £52 million (2020: £104 million) relating to guarantees given by the Reported
Group and a further £27 million (2020: £58 million) relating to claims arising in the normal course of business, which are considered to be unlikely to
crystallise. The Reported Group’s share of contingent liabilities arising within joint ventures is £14 million (2020: £7 million).
In addition, the Group operates in a number of jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during
the normal course of business. The tax impact can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process.
The Group addresses this by closely monitoring these potential instances, seeking independent advice and maintaining transparency with the authorities
it deals with as and when any enquiries are made. As a result, the Group has identified a potential tax exposure attributable to the ongoing applicability of
tax treatments adopted in respect of the Group’s tax structures. The range of potential outcomes is a possible outflow of minimum £nil and maximum
£143 million. The Directors have not provided for this amount because they do not believe an outflow is probable.
The Reported Group also had capital commitments of £19 million (2020: £57 million) in relation to future capital expenditure on investment
properties. The Reported Group’s share of the capital commitments arising within joint ventures is £40 million (2020: £39 million).
The risks and uncertainties facing the Group are detailed on pages 36 to 43.
146 Hammerson plc Annual Report 2021
www.hammerson.com 147
www.hammerson.com 147
Financial statements
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
28: Related party transactions and non-controlling interests
A. Joint ventures and associates
Related party transactions with the Group’s joint ventures and associates primarily comprise management fees, interest receivable, loan balances and
other amounts due. The amounts shown below represent the Group’s transactions and balances with its related parties and are shown before any
consolidation adjustments. Further details are also provided in notes 14 and 15 to the financial statements.
Management fees from joint ventures
Management fees from associates
Net interest receivable from joint ventures
Interest receivable from associates
Hammerson share of distributions from joint ventures (note 14A)
Hammerson share of distributions from associates (note 15E)
Loan balances due from joint ventures (note 14A)
Advances from joint ventures (note 14D)
Other amounts due from joint ventures (note 16B)
Other amounts due to joint ventures (note 19)
Participative loans to associates (note 15C)
Loans to associates
Capital return from associate (note 15E)
Distributions received in advance from associates (note 23)
2021
£m
10.1
0.7
1.3
0.1
37.6
2.5
255.4
14.0
7.5
(9.3)
184.8
1.7
2.0
(21.5)
2020
£m
13.2
1.5
1.5
0.1
10.6
6.1
261.4
13.1
12.3
(17.6)
189.9
1.8
–
(25.4)
On 31 October 2020, the Group sold substantially all of its investment in VIA Outlets to joint venture partner, APG for £277.0 million, see note 1C for
further details.
B. Key management
The remuneration of the Directors and other members of the Group Executive Committee (GEC), who are the key management of the Group, is set
out below in aggregate. The members of the GEC, including their biographies, are set out on the Group’s website. Further information about the
remuneration of the individual Directors is disclosed in the audited sections of the Directors’ Remuneration report on pages 66 to 82.
Salaries and short-term benefits
Post-employment benefits
Share-based payments
Total remuneration
2021
£m
6.4
0.5
1.5
8.4
2020
£m
5.4
0.6
0.6
6.6
C. Non-controlling interests
The Group’s non-controlling interest represents a 35.5% interest held by Assurbail in a French entity which owned Place des Halles, Strasbourg.
The entity disposed of its interest in this property in December 2017 and incurred post-disposal costs of £0.4 million in 2018. No further costs have
been incurred since that date.
At 31 December 2021, non-controlling interests in the consolidated balance sheet were £0.1 million (2020: £0.1 million). No distributions were paid to
Assurbail in the current or prior year.
29: Post balance sheet events
On 25 February 2022, the Group exchanged and completed the sale of Victoria, Leeds for gross proceeds of £120 million. At the balance sheet date, this
asset did not meet the criteria for reclassification to assets held for sale under IFRS 5 as it was not being actively marketed and substantive terms had
yet to be agreed. Consequently as at 31 December 2021, it has been included within investment properties at its fair value of £120 million.
148 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
148
Notes to the financial statements ccoonnttiinnuueedd
for the year ended 31 December 2021
28: Related party transactions and non-controlling interests
A. Joint ventures and associates
Related party transactions with the Group’s joint ventures and associates primarily comprise management fees, interest receivable, loan balances and
other amounts due. The amounts shown below represent the Group’s transactions and balances with its related parties and are shown before any
consolidation adjustments. Further details are also provided in notes 14 and 15 to the financial statements.
Management fees from joint ventures
Management fees from associates
Net interest receivable from joint ventures
Interest receivable from associates
Hammerson share of distributions from joint ventures (note 14A)
Hammerson share of distributions from associates (note 15E)
Loan balances due from joint ventures (note 14A)
Advances from joint ventures (note 14D)
Other amounts due from joint ventures (note 16B)
Other amounts due to joint ventures (note 19)
Participative loans to associates (note 15C)
Loans to associates
Capital return from associate (note 15E)
Distributions received in advance from associates (note 23)
further details.
B. Key management
Salaries and short-term benefits
Post-employment benefits
Share-based payments
Total remuneration
C. Non-controlling interests
been incurred since that date.
Assurbail in the current or prior year.
29: Post balance sheet events
On 31 October 2020, the Group sold substantially all of its investment in VIA Outlets to joint venture partner, APG for £277.0 million, see note 1C for
The remuneration of the Directors and other members of the Group Executive Committee (GEC), who are the key management of the Group, is set
out below in aggregate. The members of the GEC, including their biographies, are set out on the Group’s website. Further information about the
remuneration of the individual Directors is disclosed in the audited sections of the Directors’ Remuneration report on pages 66 to 82.
Company balance sheet
as at 31 December 2021
Non-current assets
Investments in subsidiary companies
Derivative financial instruments
Receivables
Current assets
Receivables
Derivative financial instruments
Cash and deposits
Total assets
Current liabilities
Loans
Payables
Derivative financial instruments
Non-current liabilities
Loans
Derivative financial instruments
Total liabilities
Net assets
Equity
Called up share capital
Share premium
Merger reserve
Other reserves
Revaluation reserve
Retained earnings
Investment in own shares
Equity shareholders’ funds
2021
£m
10.1
0.7
1.3
0.1
37.6
2.5
255.4
14.0
7.5
(9.3)
184.8
1.7
2.0
(21.5)
2020
£m
13.2
1.5
1.5
0.1
10.6
6.1
261.4
13.1
12.3
(17.6)
189.9
1.8
–
(25.4)
2021
£m
6.4
0.5
1.5
8.4
2020
£m
5.4
0.6
0.6
6.6
Notes
2021
£m
2020
£m
C
F
D
F
F
E
F
F
F
24
1,279.3
18.6
4,750.6
6,048.5
27.4
7.3
274.0
308.7
6,357.2
–
(2,295.0)
–
(2,295.0)
(1,256.5)
(59.7)
(1,316.2)
(3,611.2)
2,746.0
221.0
1,593.2
374.1
198.2
(837.1)
1,200.1
(3.5)
2,746.0
2,409.0
6.6
4,331.2
6,746.8
3.3
9.1
374.9
387.3
7,134.1
(115.0)
(1,579.5)
(2.3)
(1,696.8)
(2,143.7)
(84.7)
(2,228.4)
(3,925.2)
3,208.9
202.9
1,611.9
374.1
198.2
299.0
523.2
(0.4)
3,208.9
The Group’s non-controlling interest represents a 35.5% interest held by Assurbail in a French entity which owned Place des Halles, Strasbourg.
The entity disposed of its interest in this property in December 2017 and incurred post-disposal costs of £0.4 million in 2018. No further costs have
At 31 December 2021, non-controlling interests in the consolidated balance sheet were £0.1 million (2020: £0.1 million). No distributions were paid to
The profit for the year attributable to equity shareholders and included within retained earnings was £693.9 million (2020: £320.9 million loss).
These financial statements were approved by the Board of Directors on 3 March 2022.
Signed on behalf of the Board
On 25 February 2022, the Group exchanged and completed the sale of Victoria, Leeds for gross proceeds of £120 million. At the balance sheet date, this
asset did not meet the criteria for reclassification to assets held for sale under IFRS 5 as it was not being actively marketed and substantive terms had
yet to be agreed. Consequently as at 31 December 2021, it has been included within investment properties at its fair value of £120 million.
Rita-Rose Gagné
Director
Himanshu Raja
Director
Registered in England No. 360632
148 Hammerson plc Annual Report 2021
www.hammerson.com 149
www.hammerson.com 149
Financial statements
Company statement of changes in equity
for the year ended 31 December 2021
Balance at 1 January 2021
Cost of shares awarded to employees
Purchase of own shares
Dividends (note 11)
Scrip dividend related share issue (note 11)
Scrip dividend related share issue costs
Revaluation losses on investments in subsidiary
companies (note C)
Foreign exchange translation differences on net
investment in subsidiaries (note C)
Profit for the year attributable to equity shareholders
Total comprehensive (loss)/income for the year
Balance at 31 December 2021
Share
capital
£m
202.9
–
–
–
18.1
–
Share
premium
£m
1,611.9
–
–
–
(18.1)
(0.6)
Merger
reserve
£m
374.1
–
–
–
–
–
Other
reserves1
£m
198.2
–
–
–
–
–
Revaluation
reserve
£m
299.0
–
–
–
–
–
Retained
earnings
£m
523.2
–
–
(135.7)
122.7
–
Investment
in own
shares2
£m
(0.4)
0.4
(3.5)
–
–
–
Equity
shareholders’
funds
£m
3,208.9
0.4
(3.5)
(135.7)
122.7
(0.6)
–
–
–
–
(1,136.1)
–
–
(1,136.1)
–
–
–
–
–
–
221.0 1,593.2
–
–
–
374.1
–
–
–
198.2
–
–
(4.0)
693.9
(1,136.1) 689.9
(837.1) 1,200.1
–
–
–
(3.5)
(4.0)
693.9
(446.2)
2,746.0
1. Other reserves comprise capital redemption reserves of £14.3 million relating to share buybacks and £183.9 million resulting from the cancellation of the Company’s shares as
part of the reorganisation of share capital in 2020.
2. Investment in own shares is stated at cost and is comprised of shares held in the employee share trust and in shares held in treasury, see footnote 2 of the consolidated statement
of changes in equity on page 99 for further details.
Balance at 1 January 2020
Capital reorganisation3
Rights issue3
Rights issue expenses4
Cost of shares awarded to employees
Purchase of own shares
Dividends (note 11)
Scrip dividend related share issue (note 11)
Revaluation losses on investments in subsidiary
companies (note C)
Foreign exchange translation differences on net
investment in subsidiaries (note C)
Loss for the year attributable to equity shareholders
Total comprehensive loss for the year
Balance at 31 December 2020
Share
capital
£m
191.6
(183.9)
183.9
–
–
–
–
11.3
Share
premium
£m
1,266.0
–
372.7
(26.8)
–
–
–
–
Merger
reserve
£m
374.1
–
–
–
–
–
–
–
Other
reserves1
£m
14.3
183.9
–
–
–
–
–
–
Revaluation
reserve
£m
1,668.3
–
–
–
–
–
–
–
Retained
earnings
£m
865.1
–
–
–
–
–
(71.5)
47.1
Investment
in own
shares2
£m
(2.2)
–
–
–
2.0
(0.2)
–
–
Equity
shareholders’
funds
£m
4,377.2
–
556.6
(26.8)
2.0
(0.2)
(71.5)
58.4
–
–
–
–
(1,369.3)
–
–
(1,369.3)
–
–
–
202.9
–
–
–
1,611.9
–
–
–
374.1
–
–
–
198.2
–
–
(1,369.3)
299.0
3.4
(320.9)
(317.5)
523.2
–
–
–
(0.4)
3.4
(320.9)
(1,686.8)
3,208.9
1. Other reserves comprise capital redemption reserves of £14.3 million relating to share buybacks and £183.9 million resulting from the cancellation of the Company’s shares as
part of the reorganisation of share capital in 2020.
2. Investment in own shares is stated at cost and is comprised of shares held in the employee share trust, see footnote 4 of the consolidated statement of changes in equity on page
100 for further details.
3. During 2020 the Company completed a capital reorganisation and rights issue.
4. Only costs directly related to the rights issue have been recognised in the share premium account. A further £0.3 million of indirect costs were recognised in the Company’s loss
for the year.
The merger reserve comprises the premium on the share placing in September 2014. With regard to this transaction, no share premium is recorded in
the Company’s financial statements, through the operation of the merger relief provisions of the Companies Act 2006.
150 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
150
Company statement of changes in equity
for the year ended 31 December 2021
Notes to the Company financial statements
for the year ended 31 December 2021
Investment
Equity
shareholders’
A: Accounting policies
Basis of accounting
The Hammerson plc Company financial statements presented in this section are prepared in accordance with Financial Reporting Standard 101
(FRS 101) ‘Reduced Disclosure Framework’ as issued by the Financial Reporting Council.
The financial statements are presented in sterling. They are prepared on the historical cost basis, except that the investments in subsidiary companies
and derivative financial instruments are included at fair value. Historical cost is generally based on the fair value of the consideration given in exchange
for the goods and services.
Disclosure exemptions adopted
In preparing these financial statements, Hammerson plc has taken advantage of certain exemptions conferred by FRS 101. Therefore these financial
statements do not include:
– Certain comparative information as otherwise required by IFRS
– Certain disclosures regarding the Company’s capital
– A statement of cash flows
– Certain disclosures in respect of financial instruments
– The effect of future accounting standards not yet adopted
– Disclosure of related party transactions with wholly-owned members of the Group
The above disclosure exemptions have been adopted because equivalent disclosures are included in the consolidated Group financial statements into
which Hammerson plc is consolidated.
Going concern
The Company has net current liabilities as at 31 December 2021, due primarily to amounts payable to its subsidiaries and other related undertakings.
The Company from a going concern perspective is inextricably linked to the Group. As explained in note 1E to the Group financial statements, the
Directors have concluded that it is appropriate to prepare the Group’s financial statements on a going concern basis. This conclusion also applies to the
preparation of the Company’s financial statements for the reasons set out in that note.
Accounting policies
The significant accounting policies relevant to the Company are the same as those set out in the accounting policies for the Group in note 1, except
for significant judgements and key estimates and investments in subsidiary companies, which are included at fair value. Revaluation movements are
included within equity in the revaluation reserve.
The Company’s key areas of estimation uncertainty are in respect of the valuation of investments in subsidiary companies, and the impairment of
amounts due from subsidiaries as detailed below.
The Directors determine the valuations of investments in subsidiary companies with reference to the net assets of the entities. The principal assets
of the entities are the investment properties either held by the subsidiary or its fellow group undertakings which are valued by professional external
valuers. The Directors must ensure they are satisfied that the Company’s investment in subsidiary companies is appropriate for the financial
statements. The basis of valuation of the Group’s investment properties is set out in the notes to the financial statements. See note 1D on page 103 and
note 13 on page 126. Consistent with the Group’s deferred tax recognition treatment, as explained in note 9C, in calculating the net asset values of the
subsidiaries, no deduction is made for deferred tax.
Additionally, as required by IFRS 9, management has assessed the recoverability of amounts due to Hammerson plc from its subsidiaries and other
related undertakings, including joint ventures. The principal assets of the subsidiaries and related undertakings are investment properties which are
valued by professional external valuers. In assessing the Company’s strategy for the recovery of amounts due, management has considered the value
of these underlying assets, incorporating any illiquidity impact in the event of an immediate recovery being required. As at 31 December 2021, the
Company recognised an impairment provision of £471.6 million (2020: £310.4 million), principally in relation to loans with Westquay and Croydon
joint ventures.
There are no other significant areas of judgement.
Balance at 1 January 2021
Cost of shares awarded to employees
Purchase of own shares
Dividends (note 11)
Scrip dividend related share issue (note 11)
Scrip dividend related share issue costs
Revaluation losses on investments in subsidiary
companies (note C)
Foreign exchange translation differences on net
investment in subsidiaries (note C)
Profit for the year attributable to equity shareholders
Total comprehensive (loss)/income for the year
Share
capital
£m
Share
premium
£m
202.9
1,611.9
Merger
reserve
£m
374.1
reserves1
£m
198.2
reserve
£m
299.0
Retained
earnings
£m
523.2
Other
Revaluation
in own
shares2
£m
(0.4)
0.4
(3.5)
18.1
(18.1)
(0.6)
–
–
–
–
–
(135.7)
122.7
–
–
–
–
(1,136.1)
–
–
(4.0)
693.9
(1,136.1) 689.9
Balance at 31 December 2021
221.0 1,593.2
374.1
198.2
(837.1) 1,200.1
(3.5)
1. Other reserves comprise capital redemption reserves of £14.3 million relating to share buybacks and £183.9 million resulting from the cancellation of the Company’s shares as
2. Investment in own shares is stated at cost and is comprised of shares held in the employee share trust and in shares held in treasury, see footnote 2 of the consolidated statement
part of the reorganisation of share capital in 2020.
of changes in equity on page 99 for further details.
Balance at 1 January 2020
Capital reorganisation3
Rights issue3
Rights issue expenses4
Cost of shares awarded to employees
Purchase of own shares
Dividends (note 11)
Scrip dividend related share issue (note 11)
11.3
Revaluation losses on investments in subsidiary
companies (note C)
Foreign exchange translation differences on net
investment in subsidiaries (note C)
Loss for the year attributable to equity shareholders
Total comprehensive loss for the year
Balance at 31 December 2020
Share
premium
£m
1,266.0
Merger
reserve
£m
374.1
Other
reserves1
£m
14.3
183.9
Share
capital
£m
191.6
(183.9)
183.9
372.7
(26.8)
Revaluation
reserve
£m
1,668.3
Retained
earnings
£m
865.1
Investment
in own
shares2
£m
(2.2)
Equity
shareholders’
funds
£m
4,377.2
–
–
–
–
–
–
–
–
–
–
–
–
(71.5)
47.1
2.0
(0.2)
–
(1,369.3)
–
–
–
3.4
(320.9)
(1,369.3)
(317.5)
202.9
1,611.9
374.1
198.2
299.0
523.2
(0.4)
1. Other reserves comprise capital redemption reserves of £14.3 million relating to share buybacks and £183.9 million resulting from the cancellation of the Company’s shares as
part of the reorganisation of share capital in 2020.
2. Investment in own shares is stated at cost and is comprised of shares held in the employee share trust, see footnote 4 of the consolidated statement of changes in equity on page
3. During 2020 the Company completed a capital reorganisation and rights issue.
4. Only costs directly related to the rights issue have been recognised in the share premium account. A further £0.3 million of indirect costs were recognised in the Company’s loss
100 for further details.
for the year.
The merger reserve comprises the premium on the share placing in September 2014. With regard to this transaction, no share premium is recorded in
the Company’s financial statements, through the operation of the merger relief provisions of the Companies Act 2006.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
funds
£m
3,208.9
0.4
(3.5)
(135.7)
122.7
(0.6)
(1,136.1)
(4.0)
693.9
(446.2)
2,746.0
–
556.6
(26.8)
2.0
(0.2)
(71.5)
58.4
(1,369.3)
3.4
(320.9)
(1,686.8)
3,208.9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
150 Hammerson plc Annual Report 2021
www.hammerson.com 151
www.hammerson.com 151
Financial statements
Notes to the Company financial statements ccoonnttiinnuueedd
B: Result for the year and dividend
As permitted by section 408 of the Companies Act 2006, the income statement of the Company is not presented as part of these financial statements.
The profit for the year attributable to equity shareholders within the financial statements of the Company was £693.9 million (2020: £320.9 million loss)
and includes dividends receivable from subsidiaries of £813.0 million (2020: £105.9 million), a net gain of £114.2 million (2020: £116.3 million loss) in
respect of foreign exchange translation movements on the Company’s euro and US dollar denominated receivables and borrowings, and an impairment
of amounts owed by subsidiaries and other related undertakings of £177.1 million (2020: £310.4 million).
Dividend information is provided in note 11 to the consolidated financial statements.
C: Investments in subsidiary companies
Balance at 1 January
Additions
Exchange adjustment
Revaluation loss
Balance at 31 December
Cost
£m
2,076.1
10.4
(4.0)
–
2,082.5
2021
Valuation
£m
2,409.0
10.4
(4.0)
(1,136.1)
1,279.3
Cost
£m
2,072.7
–
3.4
–
2,076.1
2020
Valuation
£m
3,774.9
–
3.4
(1,369.3)
2,409.0
Investments are stated at Directors’ valuation, as explained above. A list of the subsidiary and other related undertakings is included in note G.
D: Receivables: non-current assets
Amounts owed by subsidiaries and other related undertakings*
Loans receivable from associate (note 15C)
Restricted monetary asset (note 17)
2021
£m
4,727.5
1.7
21.4
4,750.6
2020
£m
4,308.0
1.8
21.4
4,331.2
* Includes an expected credit loss impairment provision of £471.6 million (2020: £310.4 million). The movement in the year comprises an additional impairment provision of
£177.1 million (2020: £310.4 million) less utilisation of impairment provision of £15.9 million (2020: £nil).
Amounts owed by subsidiaries and other related undertakings are unsecured and bear interest at floating rates based on SONIA (2020: LIBOR). This
includes amounts which are repayable on demand; however, it is the Company’s current intention not to seek repayment of these amounts before
31 December 2022.
E: Payables: current liabilities
Amounts owed to subsidiaries and other related undertakings
Withholding tax on interim dividends (note 11)
Accruals
2021
£m
2,261.6
–
33.4
2,295.0
2020
£m
1,530.9
11.9
36.7
1,579.5
The amounts owed to subsidiaries and other related undertakings are unsecured, repayable on demand and bear interest at floating rates based
on SONIA (2020: LIBOR).
152 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
152
Notes to the Company financial statements ccoonnttiinnuueedd
B: Result for the year and dividend
As permitted by section 408 of the Companies Act 2006, the income statement of the Company is not presented as part of these financial statements.
The profit for the year attributable to equity shareholders within the financial statements of the Company was £693.9 million (2020: £320.9 million loss)
and includes dividends receivable from subsidiaries of £813.0 million (2020: £105.9 million), a net gain of £114.2 million (2020: £116.3 million loss) in
respect of foreign exchange translation movements on the Company’s euro and US dollar denominated receivables and borrowings, and an impairment
of amounts owed by subsidiaries and other related undertakings of £177.1 million (2020: £310.4 million).
Dividend information is provided in note 11 to the consolidated financial statements.
C: Investments in subsidiary companies
Investments are stated at Directors’ valuation, as explained above. A list of the subsidiary and other related undertakings is included in note G.
Balance at 1 January
Additions
Exchange adjustment
Revaluation loss
Balance at 31 December
D: Receivables: non-current assets
Amounts owed by subsidiaries and other related undertakings*
Loans receivable from associate (note 15C)
Restricted monetary asset (note 17)
31 December 2022.
E: Payables: current liabilities
Amounts owed to subsidiaries and other related undertakings
Withholding tax on interim dividends (note 11)
Accruals
Cost
£m
2,076.1
10.4
(4.0)
–
2,082.5
2021
Valuation
£m
2,409.0
10.4
(4.0)
(1,136.1)
1,279.3
2,072.7
Cost
£m
–
3.4
–
2,076.1
2020
Valuation
£m
3,774.9
–
3.4
(1,369.3)
2,409.0
4,727.5
4,308.0
2021
£m
1.7
21.4
2020
£m
1.8
21.4
4,750.6
4,331.2
2021
£m
2,261.6
–
33.4
2020
£m
1,530.9
11.9
36.7
2,295.0
1,579.5
* Includes an expected credit loss impairment provision of £471.6 million (2020: £310.4 million). The movement in the year comprises an additional impairment provision of
£177.1 million (2020: £310.4 million) less utilisation of impairment provision of £15.9 million (2020: £nil).
Amounts owed by subsidiaries and other related undertakings are unsecured and bear interest at floating rates based on SONIA (2020: LIBOR). This
includes amounts which are repayable on demand; however, it is the Company’s current intention not to seek repayment of these amounts before
The amounts owed to subsidiaries and other related undertakings are unsecured, repayable on demand and bear interest at floating rates based
on SONIA (2020: LIBOR).
F: Loans and derivative financial instruments
The Company’s borrowing position at 31 December 2021 and 2020 are summarised below:
Bonds
Bank loans and overdrafts
Senior notes
Fair value of currency swaps
Borrowings
Interest rate swaps
Loans and derivative financial instruments
Bonds
Bank loans and overdrafts
Senior notes
Fair value of currency swaps
Borrowings, loans and derivative financial
instruments
Current
assets
£m
–
–
–
(7.3)
(7.3)
–
(7.3)
Non-current
assets
£m
–
–
–
(8.3)
(8.3)
(10.3)
(18.6)
Derivative financial instruments
Non-current
liabilities
£m
–
–
–
59.7
59.7
–
59.7
Current
liabilities
£m
–
–
–
–
–
–
–
Current
assets
£m
–
–
–
(9.1)
Non-current
assets
£m
–
–
–
(6.6)
Derivative financial instruments
Non-current
liabilities
£m
–
–
–
84.7
Current
liabilities
£m
–
–
–
2.3
Loans
< 1 year
£m
–
–
–
–
–
–
–
Loans
< 1 year
£m
–
–
115.0
–
Loans
> 1 year
£m
1,042.8
(2.7)
216.4
–
1,256.5
–
1,256.5
2021
Total
£m
1,042.8
(2.7)
216.4
44.1
1,300.6
(10.3)
1,290.3
Loans
> 1 year
£m
1,737.5
(2.9)
409.1
–
2020
Total
£m
1,737.5
(2.9)
524.1
71.3
(9.1)
(6.6)
2.3
84.7
115.0
2,143.7
2,330.0
The fair values of the Company’s borrowings and derivative instruments, together with their book value included in the Company’s balance sheet are
set out below. Further information is also provided in notes 20 and 21 to the consolidated financial statements.
Unsecured bonds
Senior notes
Unsecured bank loans and overdrafts
Fair value of currency swaps
Borrowings
Fair value of interest rate swaps
Hierarchy level
1
2
2
2
2
Book value
£m
1,042.8
216.4
(2.7)
44.1
1,300.6
(10.3)
Fair value
£m
1,128.4
221.8
–
44.1
1,394.3
(10.3)
2021
Variance
£m
85.6
5.4
2.7
–
93.7
–
Book value
£m
1,737.5
524.1
(2.9)
71.3
2,330.0
–
Fair value
£m
1,765.4
549.1
–
71.3
2,385.8
–
2020
Variance
£m
27.9
25.0
2.9
–
55.8
–
Transition from LIBOR
As explained in note 21L, the Group has assessed its exposure to GBP LIBOR contracts and the consequences of the LIBOR benchmark reform. The
consequences for the Company are the same as for the Group, and in addition, in October 2021, the terms of the Company’s LIBOR referencing
intragroup loans were updated to reference SONIA instead of LIBOR.
152 Hammerson plc Annual Report 2021
www.hammerson.com 153
www.hammerson.com 153
Financial statements
Notes to the Company financial statements ccoonnttiinnuueedd
G: Subsidiaries and other related undertakings
The Company’s subsidiaries and other related undertakings at 31 December 2021 are listed below. No Group entities have been excluded from the
consolidated financial results.
Direct subsidiaries
The Company has a 100% interest in the ordinary share capital of the following entities, which are registered/operate in the countries as shown:
England and Wales
Registered office: Kings Place, 90 York Way, London N1 9GE
Grantchester Holdings Limited
Hammerson Company Secretarial Limited
Hammerson Employee Share Plan Trustees Limited
Hammerson Group Management Limited
Hammerson Group Management Limited – Irish branch*
Hammerson Group Limited
Hammerson International Holdings Limited
Hammerson Pension Scheme Trustees Limited
Hammerson Share Option Scheme Trustees Limited
Hammerson Via No 1 Limited
Hammerson Via No 2 Limited
* Registered office: Riverside One, Sir John Rogerson’s Quay, Dublin 2, DO2 X576 Ireland.
France
Registered office: 40/48 rue Cambon – 23 rue des Capucines 75001 Paris
Hammerson Holding France SAS
Hammerson plc – French branch
Indirect subsidiaries and other wholly-owned entities
Unless otherwise stated, the Company has an indirect 100% interest in the ordinary share capital of the following entities, which are registered/operate
in the countries as shown:
England and Wales
Registered office: Kings Place, 90 York Way, London N1 9GE (See page 155 for footnotes)
280 Bishopsgate Investments Limited
Abbey Retail Park Limited (Northern Ireland)1
Crocusford Limited
Governeffect Limited
Grantchester Developments (Birmingham) Limited
Grantchester Group Limited
Grantchester Investments Limited
Grantchester Limited
Grantchester Properties (Gloucester) Limited
Grantchester Properties (Luton) Limited
Grantchester Properties (Nottingham) Limited
Grantchester Properties (Port Talbot) Limited
Grantchester Properties (Sunderland) Limited
Hammerson (Brent Cross) Limited
Hammerson (Brent South) Limited
Hammerson (Bristol Investments) Limited
Hammerson (Bristol) Limited
Hammerson (Cardiff) Limited
Hammerson (Coventry) Limited
Hammerson (Cramlington I) Limited
Hammerson (Cricklewood) Limited
Hammerson (Croydon) Limited
Hammerson (Euston Square) Limited
Hammerson (Exeter II) Limited
Hammerson (Folkestone) Limited
Hammerson (Leeds Developments) Limited
Hammerson (Leeds GP) Limited
Hammerson (Leeds Investments) Limited
Hammerson (Leeds) Limited
Hammerson (Leicester GP) Limited.
Hammerson (Milton Keynes) Limited
Hammerson (Moor House) Properties Limited
Hammerson (Newcastle) Limited
Hammerson (Newtownabbey) Limited
Hammerson (Oldbury) Limited
Hammerson (Renfrew) Limited
Hammerson (Silverburn) Limited (Isle of Man) 2
Hammerson (Telford) Limited
Hammerson (Value Retail Investments) Limited
Hammerson (VIA GP) Limited
Hammerson (Victoria Gate) Limited
Hammerson (Victoria Investments) Limited
Hammerson (Victoria Quarter) Limited
Hammerson (Watermark) Limited
Hammerson (Whitgift) Limited
Hammerson Birmingham Properties Limited
Hammerson Bull Ring Limited
Hammerson Croydon (GP1) Limited
Hammerson Croydon (GP2) Limited
Hammerson Investments (No. 12) Limited
Hammerson Investments (No. 16) Limited
Hammerson Investments (No. 23) Limited
Hammerson Investments (No. 26) Limited
Hammerson Investments (No. 36) Limited
Hammerson Investments (No. 37) Limited
Hammerson Investments Limited
Hammerson Junction (No 3) Limited
Hammerson Junction (No 4) Limited
Hammerson LLC (United States) 3
Hammerson Martineau Galleries Limited
Hammerson MGLP Limited
Hammerson MGLP 2 Limited
Hammerson Moor House (LP) Limited
Hammerson Operations Limited
Hammerson Oracle Investments Limited
Hammerson Oracle Properties Limited
Hammerson Project Management Limited
Hammerson Renewable Energy Limited
Hammerson Retail Parks Holdings Limited
Hammerson Sheffield (NRQ) Limited
Hammerson Shelf Co 10 Limited
Hammerson Shelf Co 11 Limited
Hammerson Shelf Co 12 Limited
Hammerson Shelf Co 13 Limited
Hammerson Shelf Co 14 Limited
Hammerson UK Properties plc
Hammerson Wrekin LLP 7
Junction Nominee 1 Limited
Junction Nominee 2 Limited
Leeds (GP1) Limited
Leeds (GP2) Limited
London & Metropolitan Northern
LWP Limited Partnership 7
Martineau Galleries (GP) Limited
Martineau Galleries No. 1 Limited
Martineau Galleries No. 2 Limited
154 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
154
G: Subsidiaries and other related undertakings
Indirect subsidiaries and other wholly-owned entities continued
England and Wales continued
Registered office: Kings Place, 90 York Way, London N1 9GE
Monesan Limited (Northern Ireland) 1
Precis (1474) Limited (Ordinary and Deferred)
RT Group Developments Limited
RT Group Property Investments Limited
SEVCO 5025 Limited 4
Spitalfields Developments Limited
Spitalfields Holdings Limited (Ordinary and Preference)
The Junction (General Partner) Limited
The Junction (Thurrock Shareholder GP) Limited
The Junction Limited Partnership 7
The Junction Thurrock (General Partner) Limited
The Junction Thurrock Limited Partnership 7
The Martineau Galleries Limited Partnership 7
Thurrock Shares 1 Limited
Thurrock Shares 2 Limited
Union Square Developments Limited (Scotland) 5
Victoria Quarter (Lux)6
West Quay (No.1) Limited
West Quay (No.2) Limited
West Quay Shopping Centre Limited
Westchester Holdings Limited
Westchester Property Holdings Limited
Registered offices: (1) 50 Bedford Street, Belfast, BT2 7FW (2) First Names House, Victoria Road, Douglas, Isle of Man IM2 4DF (3) 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808, United States; country of operation is the United Kingdom (4) SG House, 6 St. Cross Road, Winchester, Hampshire, SO23 9HX (5) 1 George Square,
Glasgow, G2 1AL (6) 1 rue Jean Piret, L-2350, Luxembourg (7) No shares in issue for Limited Partnerships.
France
Registered office: 40/48 rue Cambon – 23 rue des Capucines, 75001 Paris
BFN10 GmbH (Germany) 1
Cergy Expansion 1 SAS
Espace Plus SCI
Hammerson SAS
Hammerson Asset Management SAS
Hammerson Centre Commercial Italie SAS
Hammerson Cergy SASU
Hammerson Cergy 1 SCI
Hammerson Cergy 2 SCI
Hammerson Cergy 4 SCI
Hammerson Cergy 5 SCI
Hammerson Développement SCI
Hammerson Europe BV (Netherlands) 2
Hammerson Fontaine SCI
Hammerson France SAS
Hammerson Iconik SAS
Hammerson Marketing et Communication SAS
Hammerson Marseille SCI
Hammerson Property Management SAS
Hammerson Troyes SCI
Les Pressing Réunis SARL
RC Aulnay 3 SCI
SCI Cergy Cambon SCI
SCI Cergy Capucine SCI
SCI Cergy Honoré SCI
SCI Cergy Lynx SCI
SCI Cergy Madeleine SCI
SCI Cergy Office 1 SCI
SCI Cergy Office 2 SCI
SCI Cergy Office 3 SCI
SCI Cergy Office 4 SCI
SCI Cergy Office 5 SCI
SCI Cergy Office 6 SCI
SCI Cergy Opéra SCI
SCI Cergy Paix SCI
SCI Cergy Royale SCI
SCI Cergy Trois SCI
SCI Cergy Tuileries SCI
SCI Cergy Vendôme SCI
SCI Nevis SCI
SCI Paris Italik SCI
SNC Cergy Expansion 2
Teycpac-H-Italie SAS
Registered offices: (1) Schlossstraße 1, 12163 Berlin, Germany (2) Spoorsinge, 2871 TT, Schoonhoven, Netherlands.
Ireland
Dublin Central GP Limited2
Dublin Central Limited Partnership 1,2
Dundrum R&O Park Management Limited2
Dundrum Town Centre Management Limited2
Dundrum Village Management Company Limited2
Hammerson Ireland Finance Designated Activity Company2
Hammerson Ireland Investments Limited2
Hammerson Operations (Ireland) Limited2
The Hammerson ICAV3
(1) No shares in issue for Limited Partnerships. Registered offices: (2) Riverside One, Sir John Rogerson’s Quay, Dublin 2, DO2 X576 Ireland (3) 1-2 Victoria Buildings, Haddington
Road, Dublin 4, Ireland.
Jersey
Registered office: 47 Esplanade, St Helier, Jersey JE1 0BD
Hammerson Birmingham Investments Limited 2
Hammerson Bull Ring (Jersey) Limited 2
Hammerson Croydon Investments Limited
Hammerson Highcross Investments Limited
Hammerson Junction (No 1) Limited
Hammerson Junction (No 2) Limited
Hammerson Victoria Quarter Unit Trust 1
Hammerson VIA (Jersey) Limited
Hammerson VRC (Jersey) Limited
Hammerson Whitgift Investments Limited
The Junction Thurrock Unit Trust 1
The Junction Unit Trust 1
(1) No shares in issue for Unit Trusts. The registered office address is that of the appropriate trustee (2) Registered office: 44 Esplanade, St. Helier, Jersey JE4 9WG.
Notes to the Company financial statements ccoonnttiinnuueedd
The Company’s subsidiaries and other related undertakings at 31 December 2021 are listed below. No Group entities have been excluded from the
The Company has a 100% interest in the ordinary share capital of the following entities, which are registered/operate in the countries as shown:
consolidated financial results.
Direct subsidiaries
England and Wales
Registered office: Kings Place, 90 York Way, London N1 9GE
Grantchester Holdings Limited
Hammerson Company Secretarial Limited
Hammerson Employee Share Plan Trustees Limited
Hammerson Share Option Scheme Trustees Limited
Hammerson Group Management Limited
Hammerson Group Management Limited – Irish branch*
Hammerson Via No 1 Limited
Hammerson Via No 2 Limited
Hammerson International Holdings Limited
Hammerson Pension Scheme Trustees Limited
Hammerson Group Limited
* Registered office: Riverside One, Sir John Rogerson’s Quay, Dublin 2, DO2 X576 Ireland.
France
Registered office: 40/48 rue Cambon – 23 rue des Capucines 75001 Paris
Hammerson Holding France SAS
Indirect subsidiaries and other wholly-owned entities
in the countries as shown:
England and Wales
Registered office: Kings Place, 90 York Way, London N1 9GE (See page 155 for footnotes)
280 Bishopsgate Investments Limited
Abbey Retail Park Limited (Northern Ireland)1
Unless otherwise stated, the Company has an indirect 100% interest in the ordinary share capital of the following entities, which are registered/operate
Hammerson plc – French branch
Hammerson (Watermark) Limited
Hammerson (Whitgift) Limited
Hammerson Birmingham Properties Limited
Hammerson Bull Ring Limited
Hammerson Croydon (GP1) Limited
Hammerson Croydon (GP2) Limited
Hammerson Investments (No. 12) Limited
Hammerson Investments (No. 16) Limited
Hammerson Investments (No. 23) Limited
Hammerson Investments (No. 26) Limited
Hammerson Investments (No. 36) Limited
Hammerson Investments (No. 37) Limited
Hammerson Investments Limited
Hammerson Junction (No 3) Limited
Hammerson Junction (No 4) Limited
Hammerson LLC (United States) 3
Hammerson Martineau Galleries Limited
Hammerson MGLP Limited
Hammerson MGLP 2 Limited
Hammerson Moor House (LP) Limited
Hammerson Operations Limited
Hammerson Oracle Investments Limited
Hammerson Oracle Properties Limited
Hammerson Project Management Limited
Hammerson Renewable Energy Limited
Hammerson Retail Parks Holdings Limited
Hammerson Sheffield (NRQ) Limited
Hammerson Shelf Co 10 Limited
Hammerson Shelf Co 11 Limited
Hammerson Shelf Co 12 Limited
Hammerson Shelf Co 13 Limited
Hammerson Shelf Co 14 Limited
Hammerson UK Properties plc
Hammerson Wrekin LLP 7
Junction Nominee 1 Limited
Junction Nominee 2 Limited
Leeds (GP1) Limited
Leeds (GP2) Limited
London & Metropolitan Northern
LWP Limited Partnership 7
Martineau Galleries (GP) Limited
Martineau Galleries No. 1 Limited
Martineau Galleries No. 2 Limited
Crocusford Limited
Governeffect Limited
Grantchester Developments (Birmingham) Limited
Grantchester Group Limited
Grantchester Investments Limited
Grantchester Limited
Grantchester Properties (Gloucester) Limited
Grantchester Properties (Luton) Limited
Grantchester Properties (Nottingham) Limited
Grantchester Properties (Port Talbot) Limited
Grantchester Properties (Sunderland) Limited
Hammerson (Brent Cross) Limited
Hammerson (Brent South) Limited
Hammerson (Bristol Investments) Limited
Hammerson (Bristol) Limited
Hammerson (Cardiff) Limited
Hammerson (Coventry) Limited
Hammerson (Cramlington I) Limited
Hammerson (Cricklewood) Limited
Hammerson (Croydon) Limited
Hammerson (Euston Square) Limited
Hammerson (Exeter II) Limited
Hammerson (Folkestone) Limited
Hammerson (Leeds Developments) Limited
Hammerson (Leeds GP) Limited
Hammerson (Leeds Investments) Limited
Hammerson (Leeds) Limited
Hammerson (Leicester GP) Limited.
Hammerson (Milton Keynes) Limited
Hammerson (Moor House) Properties Limited
Hammerson (Newcastle) Limited
Hammerson (Newtownabbey) Limited
Hammerson (Oldbury) Limited
Hammerson (Renfrew) Limited
Hammerson (Silverburn) Limited (Isle of Man) 2
Hammerson (Telford) Limited
Hammerson (Value Retail Investments) Limited
Hammerson (VIA GP) Limited
Hammerson (Victoria Gate) Limited
Hammerson (Victoria Investments) Limited
Hammerson (Victoria Quarter) Limited
154 Hammerson plc Annual Report 2021
www.hammerson.com 155
www.hammerson.com 155
Financial statements
Notes to the Company financial statements ccoonnttiinnuueedd
G: Subsidiaries and other related undertakings continued
Indirectly held joint venture entities
Bishopsgate Goodsyard Regeneration Limited
Brent Cross Partnership
Bristol Alliance (GP) Limited
Bristol Alliance Limited Partnership
Bristol Alliance Nominee No. 1 Limited
Bristol Alliance Nominee No. 2 Limited
BRLP Rotunda Limited
Bull Ring (GP) Limited
Bull Ring (GP2) Limited
Bull Ring Joint Venture Trust
Bull Ring No. 1 Limited
Bull Ring No. 2 Limited
Croydon (GP1) Limited
Croydon (GP2) Limited
Croydon Car Park Limited
Croydon Jersey Unit Trust
Croydon Limited Partnership
Croydon Management Services Limited
Croydon Property Investments Limited
Dundrum Car Park GP Limited
Dundrum Car Park Limited Partnership
Dundrum Retail GP Designated Activity Company
Dundrum Retail Limited Partnership
Grand Central (GP) Limited
Grand Central Limited Partnership
Grand Central No 1 Limited
Grand Central No 2 Limited
Grand Central Unit Trust
Highcross (GP) Limited
Highcross Leicester (GP) Limited
Highcross Leicester Holdings Limited
Highcross Leicester Limited
Highcross Leicester Limited Partnership
Highcross (No.1) Limited
Highcross (No.2) Limited
Highcross Residential (Nominees 1) Limited
Highcross Residential (Nominees 2) Limited
Highcross Residential Properties Limited
Highcross Shopping Centre Limited
Oracle Nominees (No. 1) Limited
Oracle Nominees (No. 2) Limited
Oracle Nominees Limited
Oracle Shopping Centre Limited
RC Aulnay 1 SCI
RC Aulnay 2 SCI
Reading Residential Properties Limited
Retail Property Holdings Limited
Retail Property Holdings (SE) Limited
Société Civile de Développement du Centre Commercial
de la Place des Halles SDPH SC
Silverburn Investment Advisor Limited
Silverburn Unit Trust
The Bull Ring Limited Partnership
The Highcross Limited Partnership
The Oracle Limited Partnership
The West Quay Limited Partnership
Triskelion Property Holding Designated Activity Company
Whitgift Limited Partnership
Country of registration
or operation
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 2
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 3
England and Wales 1
England and Wales 1
England and Wales 1
Ireland 4
Ireland 4
Ireland 4
Ireland 4
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 2
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 3
England and Wales 1
Jersey3
Jersey3
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
France5
France5
England and Wales1
Isle of Man6
Guernsey7
France8
England and Wales1
Jersey3
England and Wales1
England and Wales1
England and Wales1
England and Wales1
Ireland4
England and Wales1
Class of share held
Ordinary
N/A
Ordinary
N/A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
N/A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
Ordinary
Ordinary
Ordinary
N/A
Ordinary
N/A
Ordinary
N/A
Ordinary
Ordinary
N/A
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
N/A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
N/A
N/A
N/A
Ordinary
N/A
Ownership %
50
41
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
25
25
50
50
50
65
50
50
50
50
50
50
50
50
Registered offices: (1) Kings Place, 90 York Way, London N1 9GE (2) 44 Esplanade, St Helier, Jersey JE4 9WG (3) 47 Esplanade, St Helier, Jersey JE1 0BD (4) Riverside One,
Sir John Rogerson’s Quay, Dublin 2, DO2 X576 Ireland (5) 129 rue Turenne, 75003 Paris (6) First Names House, Victoria Road, Douglas, Isle of Man IM2 4DF (7) Fiman House, St.
George’s Place, St. Peter Port, Guernsey GY1 2BH (8) 40/48 rue Cambon – 23 rue des Capucines, 75001 Paris.
156 Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
156
Notes to the Company financial statements ccoonnttiinnuueedd
G: Subsidiaries and other related undertakings continued
Indirectly held joint venture entities
Bishopsgate Goodsyard Regeneration Limited
England and Wales 1
Ordinary
Class of share held
Ownership %
Brent Cross Partnership
Bristol Alliance (GP) Limited
Bristol Alliance Limited Partnership
Bristol Alliance Nominee No. 1 Limited
Bristol Alliance Nominee No. 2 Limited
BRLP Rotunda Limited
Bull Ring (GP) Limited
Bull Ring (GP2) Limited
Bull Ring Joint Venture Trust
Bull Ring No. 1 Limited
Bull Ring No. 2 Limited
Croydon (GP1) Limited
Croydon (GP2) Limited
Croydon Car Park Limited
Croydon Jersey Unit Trust
Croydon Limited Partnership
Croydon Management Services Limited
Croydon Property Investments Limited
Dundrum Car Park GP Limited
Dundrum Car Park Limited Partnership
Dundrum Retail GP Designated Activity Company
Dundrum Retail Limited Partnership
Grand Central (GP) Limited
Grand Central Limited Partnership
Grand Central No 1 Limited
Grand Central No 2 Limited
Grand Central Unit Trust
Highcross (GP) Limited
Highcross Leicester (GP) Limited
Highcross Leicester Holdings Limited
Highcross Leicester Limited
Highcross Leicester Limited Partnership
Highcross (No.1) Limited
Highcross (No.2) Limited
Highcross Residential (Nominees 1) Limited
Highcross Residential (Nominees 2) Limited
Highcross Residential Properties Limited
Highcross Shopping Centre Limited
Oracle Nominees (No. 1) Limited
Oracle Nominees (No. 2) Limited
Oracle Nominees Limited
Oracle Shopping Centre Limited
RC Aulnay 1 SCI
RC Aulnay 2 SCI
Reading Residential Properties Limited
Retail Property Holdings Limited
Retail Property Holdings (SE) Limited
de la Place des Halles SDPH SC
Silverburn Investment Advisor Limited
Silverburn Unit Trust
The Bull Ring Limited Partnership
The Highcross Limited Partnership
The Oracle Limited Partnership
The West Quay Limited Partnership
Société Civile de Développement du Centre Commercial
Country of registration
or operation
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 2
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 3
England and Wales 1
England and Wales 1
England and Wales 1
Ireland 4
Ireland 4
Ireland 4
Ireland 4
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 2
England and Wales 1
England and Wales 1
England and Wales 1
England and Wales 1
Jersey 3
Jersey3
Jersey3
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
France5
France5
England and Wales1
Isle of Man6
Guernsey7
England and Wales1
France8
Jersey3
England and Wales1
England and Wales1
England and Wales1
England and Wales1
England and Wales1
N/A
Ordinary
N/A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
N/A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
N/A
Ordinary
Ordinary
Ordinary
N/A
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
N/A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
N/A
N/A
N/A
Ordinary
N/A
50
41
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
25
25
50
50
50
65
50
50
50
50
50
50
50
50
Triskelion Property Holding Designated Activity Company
Ireland4
Whitgift Limited Partnership
Registered offices: (1) Kings Place, 90 York Way, London N1 9GE (2) 44 Esplanade, St Helier, Jersey JE4 9WG (3) 47 Esplanade, St Helier, Jersey JE1 0BD (4) Riverside One,
Sir John Rogerson’s Quay, Dublin 2, DO2 X576 Ireland (5) 129 rue Turenne, 75003 Paris (6) First Names House, Victoria Road, Douglas, Isle of Man IM2 4DF (7) Fiman House, St.
George’s Place, St. Peter Port, Guernsey GY1 2BH (8) 40/48 rue Cambon – 23 rue des Capucines, 75001 Paris.
Indirectly held associate entities
Bicester Investors Limited Partnership
Bicester Investors II Limited Partnership
Master Holding BV
SNC Italie Theatre SNC
SNC Reinventer Italie Vendrezanne SNC
SNC Vandrezanne SNC
Value Retail Investors Limited Partnership
Value Retail Investors II Limited Partnership
Value Retail Investors III Limited Partnership
Value Retail PLC
VR European Holdings BV
VR Franconia GmbH
VR Ireland BV
VR La Vallée BV
VR Maasmechelen Tourist Outlets Comm. VA
Country of registration
or operation
Bermuda2
Bermuda2
Netherlands3
France4
France4
France4
Bermuda2
Bermuda2
Bermuda2
UK5
Netherlands3
Germany6
Netherlands3
Netherlands3
Belgium7
Class of share held
N/A
N/A
Ordinary
Ordinary
Ordinary
Ordinary
N/A
N/A
N/A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
B-shares
Ownership %1
25
25
44
25
25
25
79
89
50
24
25
66
57
28
29
(1) Ownership % represents Hammerson’s effective ownership which is held directly and indirectly in the entities listed above. Registered offices: (2) Victoria Place,
31 Victoria Street, Hamilton, HM10, Bermuda (3) TMF, Luna Arena, Herikerbergweg 238, 1101 CM Amsterdam, Netherlands (4) 40/48 rue Cambon, 75001 Paris (5) 19 Berkeley Street,
London W1J 8ED (6) Almosenberg, 97877, Wertheim, Germany (7) Zetellaan 100, 3630 Maasmechelen, Belgium.
Subsidiary undertakings exempt from audit
The following subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of individual financial statements by
virtue of Section 479A of that Act.
Grantchester Developments (Birmingham) Limited
Grantchester Group Limited
Grantchester Holdings Limited
Grantchester Limited
Grantchester Properties (Gloucester) Limited
Grantchester Properties (Luton) Limited
Hammerson (Brent Cross) Limited
Hammerson (Brent South) Limited
Hammerson (Bristol Investments) Limited
Hammerson (Cardiff) Limited
Hammerson (Cricklewood) Limited
Hammerson (Croydon) Limited
Hammerson (Milton Keynes) Limited
Hammerson (Oldbury) Limited
Hammerson (Renfrew) Limited
Hammerson (Value Retail Investments) Limited
Hammerson (Victoria Investments) Limited
Hammerson (Victoria Quarter) Limited
Hammerson (Watermark) Limited
Hammerson Bull Ring Limited
Company
registration
number
4295332 Hammerson Croydon (GP1) Limited
1887040 Hammerson Croydon (GP2) Limited
4035681 Hammerson Group Management Limited
2489293 Hammerson International Holdings Limited
3691896 Hammerson Investments (No. 23) Limited
3691887 Hammerson Investments Limited
3377460 Hammerson Junction (No 4) Limited
6644658 Hammerson Martineau Galleries Limited
6663404 Hammerson MGLP Limited
6668272 Hammerson MGLP 2 Limited
4789711 Hammerson Operations Limited
4044457 Hammerson Oracle Investments Limited
6671304 Hammerson UK Properties plc
8218034 Hammerson Via No 2 Limited
8180149 Martineau Galleries (GP) Limited
RT Group Developments Limited
6654800
RT Group Property Investments Limited
8047957
Spitalfields Developments Limited
8230241
6763965
The Junction (General Partner) Limited
5447873 West Quay Shopping Centre Limited
Company
registration
number
8230396
8284202
574728
666151
4186905
3109232
8218055
4161246
9084398
3768311
4125216
3289109
298351
12279332
3744383
3699545
4357520
2025411
4278233
643320
The following partnerships are exempt from the requirements to prepare, publish and have audited individual financial statements by virtue of
regulation 7 of the Partnerships (Accounts) Regulations 2008. The results of these partnerships are consolidated within these consolidated Group
financial statements.
The Junction Thurrock Limited Partnership
The Junction Limited Partnership
The Martineau Galleries Limited Partnership
156 Hammerson plc Annual Report 2021
www.hammerson.com 157
www.hammerson.com 157
Financial statements
Additional disclosures
Unaudited
EPRA measures
Hammerson is a member of the European Public Real Estate Association (EPRA) and has representatives who actively participate in a number
of EPRA committees and initiatives. This includes working with peer group companies, real estate investors and analysts, and the large audit
firms, to improve the transparency, comparability and relevance of the published results of listed real estate companies in Europe.
As with other real estate companies, we have adopted the EPRA Best Practice Recommendations (BPR) and were again awarded an EPRA Gold
Award for compliance with the EPRA BPR and sustainability BPR for our 2020 Annual Report. Further information on EPRA and the EPRA
BPR can be found on their website www.epra.com. Details of our key EPRA metrics are shown in Table 75, below.
Table 75
EPRA performance measures
Performance measure
Earnings
£80.4m
2021
2020 Definition and commentary
Earnings per share (EPS)1
Net Reinvestment Value (NRV)
per share
1.8p
74p
£15.9m Recurring earnings from core operational activities. In 2021, EPRA
earnings were £0.5 million lower (2020: £20.6 million lower) than the
Group’s adjusted earnings due to the inclusion of ‘Company specific’
adjustments. For 2021, these principally related to business
transformation costs of £8.6 million largely offset by the change in
provision for amounts not yet recognised in the income statement of
£8.1 million. Management believes these adjustments better reflect the
underlying earnings of the Group and are shown in note 12B of the
financial statements.
0.6p EPRA earnings divided by the weighted average number of shares in issue
during the period. In 2021 EPRA EPS is equal to adjusted EPS (2020: 0.7p
lower).
94p Equity shareholders’ funds excluding the fair values of certain financial
derivatives, deferred tax balances, and any associated goodwill. In
addition, an allowance is made for potential purchasers’ costs payable in
the event that the Group’s property portfolio, including premium outlets,
were to be repurchased at market values. This total is then divided by the
diluted number of shares in issue.
derivatives, deferred tax balances which are expected to crystallise in the
future, and goodwill balances, divided by the diluted number of shares
in issue.
78p Equity shareholders’ funds including the fair value of borrowings and
excluding goodwill balances, divided by the diluted number of shares
in issue.
Page
123
123
125
125
163
Net Tangible Assets (NTA) per
share2
64p
82p Equity shareholders’ funds excluding the fair values of certain financial
125
Net Disposal Value (NDV)
per share
60p
Net Initial Yield (NIY)
5.6%
5.7% Annual cash rents receivable, less head and equity rents and any
Topped-up NIY
Vacancy rate
5.8%
5.7%
Cost ratio (including vacancy costs)
40.3%
non-recoverable property operating expenses, as a percentage of the
gross market value of the property, including estimated purchasers’
costs, as provided by the Group’s external valuers.
5.8% EPRA NIY adjusted for the expiry of rent-free periods and future rent on
164
signed leases.
5.7% The estimated market rental value (ERV) of vacant space divided by the
160
ERV of the lettable area. Occupancy is the inverse of vacancy.
54.9% Total operating costs as a percentage of gross rental income, after rents
payable. Both operating costs and gross rental income are adjusted for
costs associated with inclusive leases.
162
Cost ratio (excluding vacancy costs)
34.9%
51.7% Calculated as per the above metric, except this metric excludes net service
162
charges in relation to vacancy.
Sustainability (LFL annual change)3
Greenhouse Gas (GHG) Direct
GHG Indirect
+54%
-4%
-31% Greenhouse gas emissions emitted from onsite combustion of energy.
-28% Annual greenhouse gas emissions emitted from offsite combustion
(purchased electricity and heat).
1. 2020 per share metric restated for scrip dividends. See note 12B of the financial statements for further details.
2. The Group has chosen to exclude 50% of deferred tax balances when calculating NTA in accordance with EPRA guidance.
3. LFL is based on properties under Hammerson’s direct operational control and owned throughout 2021 and 2020. Properties undergoing a significant extension project are
excluded from this calculation during the period of the works. Further details of the Group’s sustainability strategy can be found on our website www.hammerson.com.
158
158
Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
Additional disclosures
Unaudited
EPRA measures
Hammerson is a member of the European Public Real Estate Association (EPRA) and has representatives who actively participate in a number
of EPRA committees and initiatives. This includes working with peer group companies, real estate investors and analysts, and the large audit
firms, to improve the transparency, comparability and relevance of the published results of listed real estate companies in Europe.
As with other real estate companies, we have adopted the EPRA Best Practice Recommendations (BPR) and were again awarded an EPRA Gold
Award for compliance with the EPRA BPR and sustainability BPR for our 2020 Annual Report. Further information on EPRA and the EPRA
BPR can be found on their website www.epra.com. Details of our key EPRA metrics are shown in Table 75, below.
EPRA performance measures
Table 75
Performance measure
Earnings
2021
2020 Definition and commentary
£80.4m
£15.9m Recurring earnings from core operational activities. In 2021, EPRA
Page
123
earnings were £0.5 million lower (2020: £20.6 million lower) than the
Group’s adjusted earnings due to the inclusion of ‘Company specific’
adjustments. For 2021, these principally related to business
transformation costs of £8.6 million largely offset by the change in
provision for amounts not yet recognised in the income statement of
£8.1 million. Management believes these adjustments better reflect the
underlying earnings of the Group and are shown in note 12B of the
financial statements.
during the period. In 2021 EPRA EPS is equal to adjusted EPS (2020: 0.7p
lower).
derivatives, deferred tax balances, and any associated goodwill. In
addition, an allowance is made for potential purchasers’ costs payable in
the event that the Group’s property portfolio, including premium outlets,
were to be repurchased at market values. This total is then divided by the
diluted number of shares in issue.
derivatives, deferred tax balances which are expected to crystallise in the
future, and goodwill balances, divided by the diluted number of shares
Earnings per share (EPS)1
1.8p
0.6p EPRA earnings divided by the weighted average number of shares in issue
123
Net Reinvestment Value (NRV)
74p
94p Equity shareholders’ funds excluding the fair values of certain financial
125
per share
share2
per share
Net Tangible Assets (NTA) per
64p
82p Equity shareholders’ funds excluding the fair values of certain financial
125
Net Disposal Value (NDV)
60p
78p Equity shareholders’ funds including the fair value of borrowings and
125
excluding goodwill balances, divided by the diluted number of shares
Net Initial Yield (NIY)
5.6%
5.7% Annual cash rents receivable, less head and equity rents and any
163
in issue.
in issue.
non-recoverable property operating expenses, as a percentage of the
gross market value of the property, including estimated purchasers’
costs, as provided by the Group’s external valuers.
Topped-up NIY
Vacancy rate
5.8%
5.7%
5.8% EPRA NIY adjusted for the expiry of rent-free periods and future rent on
164
signed leases.
5.7% The estimated market rental value (ERV) of vacant space divided by the
160
ERV of the lettable area. Occupancy is the inverse of vacancy.
Cost ratio (including vacancy costs)
40.3%
54.9% Total operating costs as a percentage of gross rental income, after rents
162
payable. Both operating costs and gross rental income are adjusted for
costs associated with inclusive leases.
Cost ratio (excluding vacancy costs)
34.9%
51.7% Calculated as per the above metric, except this metric excludes net service
162
charges in relation to vacancy.
Sustainability (LFL annual change)3
Greenhouse Gas (GHG) Direct
-31% Greenhouse gas emissions emitted from onsite combustion of energy.
GHG Indirect
-28% Annual greenhouse gas emissions emitted from offsite combustion
+54%
-4%
(purchased electricity and heat).
1. 2020 per share metric restated for scrip dividends. See note 12B of the financial statements for further details.
2. The Group has chosen to exclude 50% of deferred tax balances when calculating NTA in accordance with EPRA guidance.
3. LFL is based on properties under Hammerson’s direct operational control and owned throughout 2021 and 2020. Properties undergoing a significant extension project are
excluded from this calculation during the period of the works. Further details of the Group’s sustainability strategy can be found on our website www.hammerson.com.
Portfolio analysis
During 2021, to better align with the Group’s new strategy, particularly concerning accelerating the Group’s development opportunities, the
business segments used by the Group Executive Committee, who are deemed to be the chief decision makers, to review the performance of the
business were amended to combine the two operating segments ‘UK other’ and ‘Developments’ into one operating business segment
‘Developments and other’, which therefore includes both investment and developments properties. A listing of the key properties within this
segment is shown on page 171.
The Group’s investment in Grand Central, Birmingham, was transferred from the UK flagships segment to ‘Developments and other’ with
effect from 1 July 2021, reflecting the change in focus following the major department store closure, which has led to plans being worked up for
its redevelopment. Additionally, the Group’s investment in Highcross, Leicester, has been transferred from UK flagships to ‘Developments and
other’ at 31 December 2021. These reclassifications are reflected in the tables within this section. Where applicable, the information presented
within the ‘Development and other’ segment only reflects available data in relation to the investment properties within this segment.
Rental information
Table 76
Rental data
Proportionally consolidated excluding premium outlets
UK
France
Ireland
Flagship destinations
Developments and other
UK retail parks
Managed portfolio
Data for the year ended 31 December 2020
UK
France
Ireland
Flagship destinations
Developments and other
UK retail parks
Managed portfolio
Gross rental
income
£m
114.3
52.5
34.5
Adjusted net
rental
income
£m
90.1
39.4
32.4
201.3
161.9
29.6
10.7
241.6
128.0
63.1
37.7
228.8
22.7
35.4
286.9
17.5
10.4
189.8
63.2
47.8
26.5
137.5
10.8
21.3
169.6
Average
rents
passing1
£/m
400
415
460
415
195
n/a
370
395
490
485
435
120
200
365
Rents
passing2
£m
104.5
52.3
35.6
192.4
22.4
n/a
214.8
128.2
58.6
38.8
225.6
8.9
35.2
269.7
Estimated
rental value
(ERV)3
£m
102.0
57.5
36.5
196.0
23.4
n/a
219.4
132.4
62.9
39.0
234.3
10.0
35.4
279.7
Reversion/
(over-rented)
%
(7.3)
5.3
0.9
(2.1)
(9.5)
n/a
(2.9)
(2.5)
2.1
(1.0)
(1.0)
1.3
(6.5)
(1.6)
1. Average rents passing at the year end before deducting head and equity rents and excluding rents passing from anchor units, car parks and commercialisation.
2. Passing rents is the annual rental income receivable at the year end from an investment property, after any rent-free periods and after deducting head and equity rents and
car parking and commercialisation running costs totalling £17.8 million.
3. The estimated market rental value at the year end calculated by the Group’s valuers. ERVs in the above table are included within the unobservable inputs to the
portfolio valuations as defined by IFRS 13. This information has been subject to audit. The total ERV for the Reported Group at 31 December 2021 was £84.1 million (2020:
£125.3 million).
Table 77
Gross rental income
Base rent
Turnover rent
Car park income
Commercialisation income
Lease incentive recognition
Other rental income1
Gross rental income
1. For the year ended 31 December 2021, includes surrender premiums of £20.0 million (2020: £2.9 million).
2021
£m
158.6
8.2
22.3
10.3
19.5
22.7
241.6
2020
£m
243.5
3.8
20.8
7.5
4.6
6.7
286.9
158
Hammerson plc Annual Report 2021
www.hammerson.com
159
www.hammerson.com 159
Other information
Additional disclosures continued
Unaudited
Table 78
Vacancy data
Proportionally consolidated excluding premium outlets
UK
France
Ireland
Flagship destinations
Developments and other
UK retail parks
Managed portfolio
ERV of vacant
space
£m
5.1
2.3
0.6
Total ERV for
vacancy1
£m
86.0
59.1
33.0
8.0
3.2
–
11.2
178.1
20.4
–
198.5
31 December
2021
£m
Vacancy
rate
%
5.9
4.0
1.7
4.5
15.7
–
5.7
ERV of vacant
space
£m
7.6
3.0
0.6
11.2
0.9
2.5
14.6
Total ERV for
vacancy1
£m
111.9
64.3
35.1
211.3
9.8
35.8
256.9
31 December
2020
£m
Vacancy
rate
%
6.8
4.7
1.8
5.3
9.0
7.0
5.7
1. Total ERV differs from Table 76 due to the exclusion of car park ERV, which distorts the vacancy metric, and the inclusion of head and equity rents.
Table 79
Rent reviews
Proportionally consolidated
excluding premium outlets
UK
Ireland
Outstanding
£m
15.9
17.5
Rents passing subject to review in1
Total
£m
44.2
25.7
2024
£m
10.0
2.2
2023
£m
7.2
3.4
2022
£m
11.1
2.6
Outstanding
£m
17.9
19.4
Current ERV of leases subject to review in2
Total
£m
48.2
27.7
2022
£m
11.8
2.7
2023
£m
7.4
3.4
2024
£m
11.1
2.2
Flagship destinations
33.4
13.7
10.6
12.2
69.9
37.3
14.5
10.8
13.3
75.9
Developments and other
Managed portfolio3
3.4
36.8
1.0
14.7
2.8
13.4
0.6
12.8
7.8
77.7
3.8
41.1
1.0
15.5
2.9
13.7
0.6
13.9
8.3
84.2
1. The amount of rental income, based on rents passing at 31 December 2021, for leases which are subject to review in each year.
2. Projected rental income for leases that are subject to review in each year, based on the higher of the current rental income and the ERV at 31 December 2021.
3. Leases in France are not subject to rent reviews but are adjusted annually based on French indexation indices.
Table 80
Lease expiries and breaks
Proportionally consolidated
excluding premium outlets
UK
France
Ireland
Outstanding
£m
7.9
3.5
1.5
Rents passing that expire/break in1
Total
£m
53.9
21.7
9.8
2023
£m
15.0
5.3
2.9
2024
£m
15.4
11.1
3.5
2022
£m
15.6
1.8
1.9
Outstanding
£m
8.3
3.4
1.9
ERV of leases that expire/break in2
Total
£m
48.9
22.9
10.2
2024
£m
12.5
12.0
2.6
2023
£m
11.9
5.1
2.9
2022
£m
16.2
2.4
2.8
Weighted average
unexpired
lease term
to expiry
years
11.7
4.5
8.0
to break
years
6.0
1.7
6.3
Flagship destinations
12.9
19.3
23.2
30.0
85.4
13.6
21.4
19.9
27.1
82.0
4.7
8.8
Developments and other
Managed portfolio
2.7
15.6
2.2
21.5
3.9
2.6
27.1
32.6
11.4
96.8
2.9
16.5
2.6
24.0
3.0
22.9
2.0
29.1
10.5
92.5
4.4
4.7
8.8
8.8
1. The amount of rental income, based on rents passing at 31 December 2021, for leases which expire or, for the UK and Ireland only, are subject to tenant break options,
which fall due in each year.
2. The ERV at 31 December 2021 for leases that expire or, for the UK and Ireland only, are subject to tenant break options which fall due in each year and ignoring the impact
of rental growth and any rent-free periods.
160
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Hammerson plc Annual Report 2021
ERV of vacant
Total ERV for
Vacancy
ERV of vacant
space
vacancy1
Total ERV for
vacancy1
Net rental income
Net rental income
Table 81
Like-for-like net rental income (NRI) is calculated as the percentage change in NRI for investment properties owned throughout both the
current and prior year, after taking account of exchange translation movements. Properties undergoing a significant extension project are
excluded from this calculation during the period of the works.
Year ended 31 December 2021
Proportionally consolidated excluding premium outlets
UK
France
Ireland
Flagship destinations
Developments and other
UK retail parks
Managed portfolio1,2
Year ended 31 December 2020
Proportionally consolidated excluding premium outlets
UK
France
Ireland
Flagship destinations
Developments and other
UK retail parks
Managed portfolio1,2
Properties
owned
throughout
2020/21
£m
79.5
29.1
32.4
141.0
Change in
like-for-like
NRI
%
31.0
(1.4)
26.1
21.7
–
–
141.0
–
–
21.7
Disposals
£m
–
0.8
–
0.8
0.5
10.4
11.7
Properties
owned
throughout
2020/21
£m
60.7
29.7
25.5
115.9
–
–
115.9
Exchange
£m
Disposals
£m
–
1.7
1.0
2.7
–
–
2.7
–
3.3
–
3.3
–
21.3
24.6
Developments
and other
£m
10.6
9.5
–
20.1
17.0
–
37.1
Developments
and other
£m
2.5
13.1
–
15.6
10.8
–
26.4
Total
adjusted NRI
£m
90.1
39.4
32.4
161.9
17.5
10.4
189.8
Total
adjusted NRI
£m
63.2
47.8
26.5
137.5
10.8
21.3
169.6
1. The above portfolios include both investment and development properties for each sector/segment.
2. The Property portfolio value on which LFL growth is based was £2,605 million as at 31 December 2021 (2020: £2,966 million).
Additional disclosures continued
Unaudited
Table 78
Vacancy data
Proportionally consolidated excluding premium outlets
UK
France
Ireland
Flagship destinations
Developments and other
UK retail parks
Managed portfolio
Table 79
Rent reviews
Proportionally consolidated
excluding premium outlets
UK
Ireland
Flagship destinations
Developments and other
Managed portfolio3
31 December
2021
£m
rate
%
5.9
4.0
1.7
4.5
15.7
–
5.7
£m
5.1
2.3
0.6
8.0
3.2
–
11.2
£m
86.0
59.1
33.0
178.1
20.4
–
198.5
31 December
2020
£m
Vacancy
rate
%
6.8
4.7
1.8
5.3
9.0
7.0
5.7
£m
111.9
64.3
35.1
211.3
9.8
35.8
256.9
space
£m
7.6
3.0
0.6
11.2
0.9
2.5
14.6
1. Total ERV differs from Table 76 due to the exclusion of car park ERV, which distorts the vacancy metric, and the inclusion of head and equity rents.
Outstanding
Total
Outstanding
Rents passing subject to review in1
Current ERV of leases subject to review in2
£m
15.9
17.5
2022
£m
11.1
2.6
2023
£m
7.2
3.4
33.4
13.7
10.6
3.4
36.8
1.0
14.7
2.8
13.4
2024
£m
10.0
2.2
12.2
0.6
12.8
£m
44.2
25.7
69.9
7.8
77.7
£m
17.9
19.4
2022
£m
11.8
2.7
2023
£m
7.4
3.4
37.3
14.5
10.8
3.8
41.1
1.0
15.5
2.9
13.7
2024
£m
11.1
2.2
13.3
0.6
13.9
Total
£m
48.2
27.7
75.9
8.3
84.2
1. The amount of rental income, based on rents passing at 31 December 2021, for leases which are subject to review in each year.
2. Projected rental income for leases that are subject to review in each year, based on the higher of the current rental income and the ERV at 31 December 2021.
3. Leases in France are not subject to rent reviews but are adjusted annually based on French indexation indices.
Table 80
Lease expiries and breaks
Proportionally consolidated
excluding premium outlets
Outstanding
UK
France
Ireland
Rents passing that expire/break in1
ERV of leases that expire/break in2
Total
Outstanding
£m
7.9
3.5
1.5
2022
£m
15.6
1.8
1.9
2023
£m
15.0
5.3
2.9
2024
£m
15.4
11.1
3.5
£m
53.9
21.7
9.8
£m
8.3
3.4
1.9
2022
£m
16.2
2.4
2.8
2023
£m
11.9
5.1
2.9
2024
£m
12.5
12.0
2.6
48.9
22.9
10.2
Flagship destinations
12.9
19.3
23.2
30.0
85.4
13.6
21.4
19.9
27.1
82.0
Developments and other
Managed portfolio
2.7
15.6
2.2
21.5
3.9
2.6
27.1
32.6
11.4
96.8
2.9
16.5
2.6
24.0
3.0
22.9
2.0
29.1
10.5
92.5
1. The amount of rental income, based on rents passing at 31 December 2021, for leases which expire or, for the UK and Ireland only, are subject to tenant break options,
2. The ERV at 31 December 2021 for leases that expire or, for the UK and Ireland only, are subject to tenant break options which fall due in each year and ignoring the impact
which fall due in each year.
of rental growth and any rent-free periods.
Weighted average
unexpired
lease term
Total
to break
to expiry
£m
years
years
6.0
1.7
6.3
4.7
4.4
4.7
11.7
4.5
8.0
8.8
8.8
8.8
160
Hammerson plc Annual Report 2021
www.hammerson.com
161
www.hammerson.com 161
Other information
Additional disclosures continued
Unaudited
Table 82
Top ten occupiers ranked by passing rent
Proportionally consolidated, excluding premium outlets
Inditex
H&M
Next
JD Sports
Boots
CK Hutchison Holdings
River Island Clothing Company
Marks & Spencer
Frasers Group
Printemps
Total
Table 83
EPRA cost ratio
Proportionally consolidated excluding premium outlets
Gross administration expenses
Property fee income
Management fees receivable
Property outgoings
Less inclusive lease costs recovered through rent
Total operating costs (A)
Less vacancy costs
Total operating costs excluding vacancy costs (B)
Gross rental income
Ground and equity rents payable
Less inclusive lease costs recovered through rent
Gross rental income (C)
EPRA cost ratio including vacancy costs (%) – (A/C)
EPRA cost ratio excluding vacancy costs (%) – (B/C)
Passing rent
£m
8.5
6.4
4.3
3.4
3.3
3.0
3.0
2.8
2.7
2.5
% of total
passing rent
3.8
2.9
1.9
1.5
1.5
1.3
1.3
1.3
1.2
1.1
39.9
17.8
Year ended
31 December
2021
£m
71.7
(13.2)
(7.1)
50.0
(8.0)
93.4
(12.6)
Year ended
31 December
2020
£m
67.8
(15.2)
(8.5)
115.0
(6.4)
152.7
(8.9)
80.8
143.8
241.6
(1.8)
(8.0)
231.8
40.3
34.9
286.9
(2.3)
(6.4)
278.2
54.9
51.7
Our business model for developments is to use a combination of in-house resource and external advisors. The cost of external advisors is capitalised
to the cost of developments. The cost of colleagues working on developments is generally expensed, but capitalised subject to meeting certain criteria
related to the degree of time spent on and the stage of progress of specific projects. During the year ended 31 December 2021, employee costs of
£1.5 million (2020: £2.2million) were capitalised as development costs and are not included within ‘Gross administration expenses’.
162
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Hammerson plc Annual Report 2021
Top ten occupiers ranked by passing rent
Proportionally consolidated, excluding premium outlets
Passing rent
% of total
£m
passing rent
Additional disclosures continued
Unaudited
Table 82
Inditex
H&M
Next
JD Sports
Boots
CK Hutchison Holdings
River Island Clothing Company
Marks & Spencer
Frasers Group
Printemps
Total
Table 83
EPRA cost ratio
Proportionally consolidated excluding premium outlets
Gross administration expenses
Property fee income
Management fees receivable
Property outgoings
Less inclusive lease costs recovered through rent
Total operating costs (A)
Less vacancy costs
Total operating costs excluding vacancy costs (B)
Gross rental income
Ground and equity rents payable
Less inclusive lease costs recovered through rent
Gross rental income (C)
EPRA cost ratio including vacancy costs (%) – (A/C)
EPRA cost ratio excluding vacancy costs (%) – (B/C)
Table 84
Valuation analysis
Proportionally consolidated including premium outlets
UK2
France3
Ireland
Flagship destinations
Developments and other
UK retail parks4
Managed portfolio
Premium outlets5
Group portfolio6
Data for the year ended 31 December 2020
UK
France
Ireland
Flagship destinations
Developments and other
UK retail parks
Managed portfolio
Premium outlets5
Group portfolio6
Properties
at valuation
£m
1,135.3
989.7
659.3
Revaluation
in the year
£m
(254.0)
(63.4)
(61.1)
2,784.3
694.4
–
3,478.7
1,893.5
5,372.2
(378.5)
(79.0)
–
(457.5)
(12.0)
(469.5)
1,511.2
1,146.9
757.1
(838.6)
(202.7)
(158.0)
3,415.2
(1,199.3)
614.6
384.0
4,413.8
1,924.2
6,338.0
(187.1)
(52.4)
(1,438.8)
(157.3)
(1,596.1)
Capital
return
%
(16.7)
(6.6)
(8.3)
(11.6)
(9.3)
(8.5)
(11.3)
(0.6)
(7.9)
(35.8)
(15.3)
(17.5)
(26.2)
(19.8)
(23.3)
(25.6)
(10.0)
(20.9)
Total
return
%
(10.8)
(3.1)
(3.9)
(6.8)
(6.6))
(6.1)
(6.7)
2.1
(3.9)
(33.7)
(11.9)
(14.8)
(23.6)
(16.8)
(19.5)
(23.1)
(7.5)
(18.3)
Initial
yield
%
7.0
4.4
4.9
5.6
6.2
n/a
5.6
6.6
4.4
4.6
5.4
6.2
7.9
5.7
True
equivalent
yield
%
8.1
5.2
5.4
Nominal
equivalent
yield1
%
7.7
5.0
5.3
6.4
9.6
n/a
6.6
7.6
5.0
5.2
6.2
9.6
8.8
6.5
6.2
9.0
n/a
6.4
7.3
4.9
5.0
6.0
9.0
8.3
6.3
1. Nominal equivalent yields are included within the unobservable inputs to the portfolio valuations as defined by IFRS 13. This information has been subject to audit.
The nominal equivalent yield for the Reported Group at 31 December 2021 was 6.2% (2020: 6.3%).
2. Includes Silverburn which is classified as an asset held for sale as at 31 December 2021.
3. Includes Italik, 75% of which is classified as a trading property as at 31 December 2021.
4. UK retail parks were disposed during the year. Returns presented are up to the date of disposal.
5. Represents the Group’s share of premium outlets through its investments in Value Retail and, in 2020, VIA Outlets prior to its sale on 31 October 2020.
6. Further analysis of capital expenditure is included in note 3B on page 115.
39.9
17.8
Year ended
31 December
Year ended
31 December
8.5
6.4
4.3
3.4
3.3
3.0
3.0
2.8
2.7
2.5
2021
£m
71.7
(13.2)
(7.1)
50.0
(8.0)
93.4
(12.6)
80.8
241.6
(1.8)
(8.0)
231.8
40.3
34.9
3.8
2.9
1.9
1.5
1.5
1.3
1.3
1.3
1.2
1.1
2020
£m
67.8
(15.2)
(8.5)
115.0
(6.4)
152.7
(8.9)
143.8
286.9
(2.3)
(6.4)
278.2
54.9
51.7
Our business model for developments is to use a combination of in-house resource and external advisors. The cost of external advisors is capitalised
to the cost of developments. The cost of colleagues working on developments is generally expensed, but capitalised subject to meeting certain criteria
related to the degree of time spent on and the stage of progress of specific projects. During the year ended 31 December 2021, employee costs of
£1.5 million (2020: £2.2million) were capitalised as development costs and are not included within ‘Gross administration expenses’.
162
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163
www.hammerson.com 163
Other information
Additional disclosures continued
Unaudited
Table 85
EPRA Net Initial Yield (NIY)
Proportionally consolidated excluding premium outlets
Property portfolio – excluding premium outlets – wholly owned
Property portfolio – excluding premium outlets – share of property interests
Property portfolio – excluding premium outlets – trading properties
Property portfolio – excluding premium outlets – assets held for sale
Net investment portfolio valuation on a proportionally consolidated basis
Less: Developments – within Developments and other
Completed investment portfolio
Purchasers’ costs1
Grossed up completed investment portfolio (A)
Annualised cash passing rental income
Non recoverable costs
Rents payable
Annualised net rent (B)
Add:
Notional rent expiration of rent free periods and other lease incentives2
Future rent on signed leases
Topped-up annualised net rent (C)
Add back: Non recoverable costs
Passing rents3
EPRA net initial yield (B/A)
EPRA ‘topped-up’ net initial yield (C/A)
Note 3B
Note 3B
Note 3B
Note 3B
Note 3B
Table 76
Table 84
2021
£m
1,561.4
1,813.9
34.3
69.1
3,478.7
(469.4)
3,009.3
209.8
3,219.1
214.7
(29.3)
(3.6)
181.8
3.0
0.7
185.5
29.3
214.8
5.6%
5.8%
2020
£m
2,152.8
2,261.0
–
–
4,413.8
(508.4)
3,905.4
272.1
4,177.5
269.7
(26.1)
(4.5)
239.1
3.0
1.5
243.6
26.1
269.7
5.7%
5.8%
1. Purchasers’ costs equate to 7.0% (2020: 7.0%) of the net portfolio value prior to impairment.
2. The weighted average remaining rent-free period is 0.6 years (2020:0.5 years).
3. Passing rents are the annual rental income receivable from an investment property, after any rent-free periods and after deducting head and equity rents and car parking
and commercialisation running costs.
Table 86
EPRA Capital expenditure
Proportionally consolidated excluding premium outlets
Developments and other
Capital expenditure – creating additional area
Capital expenditure – no additional area
Tenant incentives
Total capital expenditure
Conversion from accruals to cash basis
Total capital expenditure on cash basis (Table 94)
Reported
Group
£m
2021
Share of
Property
interests
£m
Proportionally
consolidated
£m
49
11
5
12
77
-
77
2
–
14
9
25
(5)
20
51
11
19
21
102
(5)
97
Reported
Group
£m
44
10
8
(10)
52
16
68
Share of
Property
interests
£m
3
7
10
(5)
15
–
15
2020
Proportionally
consolidated
£m
47
17
18
(15)
67
16
83
Further analysis of capital expenditure on a segmental basis is provided in the Financial review on page 30.
164
164
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Hammerson plc Annual Report 2021
Additional disclosures continued
Unaudited
Table 85
EPRA Net Initial Yield (NIY)
Proportionally consolidated excluding premium outlets
Property portfolio – excluding premium outlets – wholly owned
Property portfolio – excluding premium outlets – share of property interests
Property portfolio – excluding premium outlets – trading properties
Property portfolio – excluding premium outlets – assets held for sale
Net investment portfolio valuation on a proportionally consolidated basis
Less: Developments – within Developments and other
Completed investment portfolio
Purchasers’ costs1
Grossed up completed investment portfolio (A)
Notional rent expiration of rent free periods and other lease incentives2
Annualised cash passing rental income
Non recoverable costs
Rents payable
Annualised net rent (B)
Add:
Future rent on signed leases
Topped-up annualised net rent (C)
Add back: Non recoverable costs
Passing rents3
EPRA net initial yield (B/A)
EPRA ‘topped-up’ net initial yield (C/A)
and commercialisation running costs.
Table 86
EPRA Capital expenditure
Note 3B
Note 3B
Note 3B
Note 3B
Note 3B
Table 76
Table 84
2021
£m
1,561.4
1,813.9
34.3
69.1
3,478.7
(469.4)
3,009.3
209.8
3,219.1
214.7
(29.3)
(3.6)
181.8
3.0
0.7
185.5
29.3
214.8
5.6%
5.8%
2020
£m
2,152.8
2,261.0
–
–
4,413.8
(508.4)
3,905.4
272.1
4,177.5
269.7
(26.1)
(4.5)
239.1
3.0
1.5
243.6
26.1
269.7
5.7%
5.8%
1. Purchasers’ costs equate to 7.0% (2020: 7.0%) of the net portfolio value prior to impairment.
2. The weighted average remaining rent-free period is 0.6 years (2020:0.5 years).
3. Passing rents are the annual rental income receivable from an investment property, after any rent-free periods and after deducting head and equity rents and car parking
Proportionally consolidated excluding premium outlets
Developments and other
Capital expenditure – creating additional area
Capital expenditure – no additional area
Tenant incentives
Total capital expenditure
Conversion from accruals to cash basis
Total capital expenditure on cash basis (Table 94)
£m
49
11
5
12
77
-
77
£m
2
–
14
9
25
(5)
20
Further analysis of capital expenditure on a segmental basis is provided in the Financial review on page 30.
Share of
Reported
Group
Property
Proportionally
interests
consolidated
Reported
Group
2021
£m
51
11
19
21
102
(5)
97
2020
Proportionally
consolidated
Share of
Property
interests
£m
3
7
10
(5)
15
–
15
£m
47
17
18
67
16
83
(15)
£m
44
10
8
(10)
52
16
68
164
Hammerson plc Annual Report 2021
Share of Property interests
The Group’s Share of Property interests reflects the Group’s Property joint ventures as shown in note 14 to the financial statements on pages
127 to 132 and the Group’s interests in Italie Deux and Nicetoile (prior to its disposal in April 2021), which is accounted for as an associate, as
shown in note 15 to the financial statements on pages 133 to 135.
Table 87
Income statement
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation losses on properties
Operating loss
Change in fair value of derivatives
Other finance costs
Net finance costs
Loss before tax
Current tax charge
Loss for the year – continuing operations
Profit for the year – discontinued operations
Loss for the year
Property
joint
ventures
£m
137.2
110.0
(0.7)
109.3
(274.6)
(165.3)
4.2
(9.9)
(5.7)
(171.0)
(0.3)
(171.3)
0.9
(170.4)
Italie Deux
and Nicetoile
£m
5.9
4.8
–
4.8
(9.2)
(4.4)
–
–
–
(4.4)
–
(4.4)
–
(4.4)
2021
Share of
Property
interests
£m
143.1
114.8
(0.7)
114.1
(283.8)
(169.7)
4.2
(9.9)
(5.7)
(175.4)
(0.3)
(175.7)
0.9
(174.8)
Property
joint
ventures1
£m
146.7
75.9
(0.4)
75.5
(923.5)
(848.0)
(1.9)
(9.5)
(11.4)
(859.4)
(0.1)
(859.5)
(2.5)
(862.0)
Italie Deux
and Nicetoile
£m
7.0
5.6
–
5.6
(18.1)
(12.5)
–
–
–
(12.5)
–
(12.5)
–
(12.5)
1. Comparatives for the year ended 31 December 2020 have been re-presented to show the results of Brent South Shopping Park as discontinued operations.
Table 88
Balance sheet
Non-current assets
Investment and development properties
Other non-current assets
Current assets
Other current assets
Cash and deposits
Total assets
Current liabilities
Loans - secured
Other payables
Non-current liabilities
Loans - secured
Derivative financial instruments
Obligations under head leases
Other payables
Deferred tax
Total liabilities
Net assets
Property
joint
ventures
£m
1,712.2
18.3
1,730.5
75.0
113.7
188.7
1,919.2
(79.3)
(72.2)
(151.5)
(295.0)
(1.6)
(15.8)
(3.4)
(0.1)
(315.9)
(467.4)
Italie Deux
£m
101.7
–
101.7
3.2
6.0
9.2
110.9
–
(3.9)
(3.9)
–
–
–
(0.8)
–
(0.8)
(4.7)
2021
Share of
Property
interests
£m
1,813.9
18.3
1,832.2
78.2
119.7
197.9
2,030.1
(79.3)
(76.1)
(155.4)
(295.0)
(1.6)
(15.8)
(4.2)
(0.1)
(316.7)
(472.1)
Property
joint
ventures
£m
Italie Deux
and Nicetoile
£m
2,122.8
18.1
2,140.9
99.7
87.8
187.5
2,328.4
(49.5)
(76.6)
(126.1)
(357.6)
(5.9)
(15.8)
(9.3)
(0.1)
(388.7)
(514.8)
138.2
–
138.2
4.6
5.7
10.3
148.5
–
(3.4)
(3.4)
–
–
–
(0.8)
–
(0.8)
(4.2)
1,451.8
106.2
1,558.0
1,813.6
144.3
1,957.9
www.hammerson.com
165
www.hammerson.com 165
2020
Share of
Property
interests
£m
153.7
81.5
(0.4)
81.1
(941.6)
(860.5)
(1.9)
(9.5)
(11.4)
(871.9)
(0.1)
(872.0)
(2.5)
(874.5)
2020
Share of
Property
interests
£m
2,261.0
18.1
2,279.1
104.3
93.5
197.8
2,476.9
(49.5)
(80.0)
(129.5)
(357.6)
(5.9)
(15.8)
(10.1)
(0.1)
(389.5)
(519.0)
Other information
Additional disclosures continued
Unaudited
Premium outlets
At 31 December 2021, the Group’s investment in premium outlets is through its interest in Value Retail, following the disposal of substantially all
of its investment in VIA Outlets on 31 October 2020. The Group’s adjusted earnings from VIA Outlets for the year ended 31 December 2020
comprised its share of adjusted earnings up to 30 June 2020, when the investment was reclassified to assets held for sale (AHFS), and separately
its share of results from 1 July 2020 to the sale date of 31 October 2020. Refer to note 10 to the financial statements for further details.
Due to the nature of the Group’s control over these externally managed investments, Value Retail is accounted for as an associate and VIA
Outlets was accounted for as a joint venture. Tables 89 and 90 provide analysis of the impact of the two premium outlet investments on the
Group’s financial statements. Further information on Value Retail is provided in note 15 to the financial statements on pages 133 to 135 and for
VIA Outlets in notes 10 and 14 to the financial statements on pages 127 to 132.
Table 89
Aggregated premium outlets income statement
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation losses on properties
Operating profit/(loss)
Change in fair value of derivatives
Change in fair value of participative loans
Other net finance costs
Profit/(Loss) before tax
Current tax (charge)/credit
Deferred tax credit
Share of results (IFRS)
Less earnings adjustments (note 14B/5B):
Revaluation losses on properties
Change in fair value of derivatives
Change in fair value of financial assets
Deferred tax credit
Other adjustments
Adjusted earnings/(loss) of premium outlets
Table 90
Aggregated premium outlets balance sheet
Investment properties
Net debt
Other net liabilities
Share of net assets (IFRS)
Less adjustments: (note 12D)
Fair value of derivatives
Deferred tax (50%)
Investment – NTA basis
2021
Value
Retail
£m
96.6
66.7
(33.8)
32.9
(12.0)
20.9
9.3
9.1
(18.7)
20.6
(1.8)
1.2
20.0
12.0
(9.3)
(0.1)
(1.2)
(5.5)
(4.1)
15.9
Value
Retail
£m
71.7
45.7
(33.9)
11.8
(126.6)
(114.8)
3.0
(16.5)
(19.4)
(147.7)
(0.7)
12.6
(135.8)
126.6
(3.0)
0.1
(12.6)
17.6
128.7
(7.1)
VIA
Outlets
£m
20.0
12.9
(3.3)
9.6
(30.7)
(21.1)
(0.1)
–
(5.1)
(26.3)
0.9
4.7
(20.7)
30.7
0.1
–
(4.7)
0.5
26.6
5.9
AHFS – VIA
Outlets
£m
14.7
13.2
(2.0)
11.2
–
11.2
0.2
–
(3.7)
7.7
(0.6)
–
7.1
–
(0.2)
–
–
1.2
1.0
8.1
2020
Total
£m
106.4
71.8
(39.2)
32.6
(157.3)
(124.7)
3.1
(16.5)
(28.2)
(166.3)
(0.4)
17.3
(149.4)
157.3
(3.1)
0.1
(17.3)
19.3
156.3
6.9
2021
Value
Retail
£m
1,893.5
(680.3)
(72.4)
1,140.8
1.2
94.0
95.2
1,236.0
2020
Value
Retail
£m
1,924.2
(689.3)
(80.8)
1,154.1
17.7
98.7
116.4
1,270.5
In addition to the above figures, at 31 December 2021 the Group had provided loans of £1.7 million (2020: £1.8 million) to Value Retail for which the Group received interest of
£0.1 million in 2021 (2020: £0.1 million) which is included within finance income in note 8 to the financial statements on page 118.
166
166
Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
Additional disclosures continued
Unaudited
Premium outlets
At 31 December 2021, the Group’s investment in premium outlets is through its interest in Value Retail, following the disposal of substantially all
of its investment in VIA Outlets on 31 October 2020. The Group’s adjusted earnings from VIA Outlets for the year ended 31 December 2020
comprised its share of adjusted earnings up to 30 June 2020, when the investment was reclassified to assets held for sale (AHFS), and separately
its share of results from 1 July 2020 to the sale date of 31 October 2020. Refer to note 10 to the financial statements for further details.
Due to the nature of the Group’s control over these externally managed investments, Value Retail is accounted for as an associate and VIA
Outlets was accounted for as a joint venture. Tables 89 and 90 provide analysis of the impact of the two premium outlet investments on the
Group’s financial statements. Further information on Value Retail is provided in note 15 to the financial statements on pages 133 to 135 and for
VIA Outlets in notes 10 and 14 to the financial statements on pages 127 to 132.
Table 89
Aggregated premium outlets income statement
Gross rental income
Net rental income
Net administration expenses
Operating profit before other net losses
Revaluation losses on properties
Operating profit/(loss)
Change in fair value of derivatives
Change in fair value of participative loans
Other net finance costs
Profit/(Loss) before tax
Current tax (charge)/credit
Deferred tax credit
Share of results (IFRS)
Less earnings adjustments (note 14B/5B):
Revaluation losses on properties
Change in fair value of derivatives
Change in fair value of financial assets
Deferred tax credit
Other adjustments
Adjusted earnings/(loss) of premium outlets
Table 90
Aggregated premium outlets balance sheet
Investment properties
Net debt
Other net liabilities
Share of net assets (IFRS)
Less adjustments: (note 12D)
Fair value of derivatives
Deferred tax (50%)
Investment – NTA basis
2021
Value
Retail
£m
96.6
66.7
(33.8)
32.9
(12.0)
20.9
9.3
9.1
(18.7)
20.6
(1.8)
1.2
20.0
12.0
(9.3)
(0.1)
(1.2)
(5.5)
(4.1)
15.9
Value
Retail
£m
71.7
45.7
(33.9)
11.8
(126.6)
(114.8)
3.0
(16.5)
(19.4)
(147.7)
(0.7)
12.6
126.6
(3.0)
0.1
(12.6)
17.6
128.7
(7.1)
VIA
Outlets
£m
20.0
12.9
(3.3)
9.6
(30.7)
(21.1)
(0.1)
–
(5.1)
(26.3)
0.9
4.7
30.7
0.1
–
(4.7)
0.5
26.6
5.9
AHFS – VIA
Outlets
£m
14.7
13.2
(2.0)
11.2
–
11.2
0.2
–
(3.7)
7.7
(0.6)
–
7.1
(0.2)
–
–
–
1.2
1.0
8.1
2020
Total
£m
106.4
71.8
(39.2)
32.6
(157.3)
(124.7)
3.1
(16.5)
(28.2)
(166.3)
(0.4)
17.3
(149.4)
157.3
(3.1)
0.1
(17.3)
19.3
156.3
6.9
(135.8)
(20.7)
2021
Value
Retail
£m
2020
Value
Retail
£m
1,893.5
1,924.2
(680.3)
(72.4)
1,140.8
(689.3)
(80.8)
1,154.1
1.2
94.0
95.2
17.7
98.7
116.4
1,236.0
1,270.5
In addition to the above figures, at 31 December 2021 the Group had provided loans of £1.7 million (2020: £1.8 million) to Value Retail for which the Group received interest of
£0.1 million in 2021 (2020: £0.1 million) which is included within finance income in note 8 to the financial statements on page 118.
Proportionally consolidated information
Note 2 to the financial statements on pages 111 to 113 shows the Group’s proportionally consolidated income statement. The Group’s
proportionally consolidated balance sheet, adjusted finance costs and net debt are shown in Tables 91, 92 and 93 respectively.
In each of the tables, column A represents the Reported Group figures as shown in the financial statements; column B shows the
Group’s Share of Property interests being the Group’s Property joint ventures as shown in note 14 to the financial statements on pages
127 to 132 and Italie Deux and Nicetoile, up to the date of its disposal, as shown in note 15 to the financial statements on pages 133 to 135.
Column C shows the Group’s proportionally consolidated figures by aggregating the Reported Group and Share of Property interests figures.
As explained on page 22 of the Financial review, the Group’s interest in Value Retail, and VIA Outlets up to the date of its disposal are not
proportionally consolidated.
Table 91
Balance sheet
Non-current assets
Investment and development properties
Interests in leasehold properties
Right-of-use assets
Plant and equipment
Investment in joint ventures
Investment in associates
Other investments
Derivative financial instruments
Restricted monetary assets
Receivables
Current assets
Receivables
Trading properties
Derivative financial instruments
Restricted monetary assets
Cash and deposits
Assets held for sale
Total assets
Current liabilities
Loans
Payables
Tax
Derivative financial instruments
Non-current liabilities
Loans
Deferred tax
Derivative financial instruments
Obligations under head leases
Payables
Total liabilities
Net assets
Reported
Group
£m
A
1,561.4
32.9
3.8
1.4
1,451.8
1,247.0
9.5
18.6
21.4
19.5
4,367.3
84.8
34.3
7.3
39.1
309.7
475.2
71.4
546.6
4,913.9
–
(179.4)
(0.6)
–
(180.0)
(1,834.8)
(0.4)
(59.7)
(36.4)
(56.6)
(1,987.9)
(2,167.9)
2,746.0
Share of
Property
interests
£m
B
1,813.9
15.4
–
–
(1,451.8)
(106.2)
–
–
–
2.9
274.2
32.3
–
–
45.9
119.7
197.9
–
197.9
472.1
(79.3)
(75.9)
(0.2)
–
(155.4)
(295.0)
(0.1)
(1.6)
(15.8)
(4.2)
(316.7)
(472.1)
–
2021
Proportionally
consolidated
£m
C
3,375.3
48.3
3.8
1.4
–
1,140.8
9.5
18.6
21.4
22.4
4,641.5
117.1
34.3
7.3
85.0
429.4
673.1
71.4
744.5
Reported
Group
£m
A
2,152.8
38.6
6.7
2.3
1,813.6
1,298.4
9.7
6.6
21.4
3.4
5,353.5
105.9
–
9.1
28.3
409.5
552.8
–
552.8
5,386.0
5,906.3
(79.3)
(255.3)
(0.8)
–
(335.4)
(2,129.8)
(0.5)
(61.3)
(52.2)
(60.8)
(2,304.6)
(2,640.0)
2,746.0
(115.0)
(205.0)
(1.3)
(2.3)
(323.6)
(2,143.7)
(0.4)
(84.7)
(41.8)
(103.2)
(2,373.8)
(2,697.4)
3,208.9
Share of
Property
interests
£m
B
2,261.0
15.5
–
–
(1,813.6)
(144.3)
–
–
–
2.6
321.2
62.7
–
–
41.6
93.5
197.8
–
197.8
519.0
(49.5)
(80.0)
–
–
(129.5)
(357.6)
(0.1)
(5.9)
(15.8)
(10.1)
(389.5)
(519.0)
–
2020
Proportionally
consolidated
£m
C
4,413.8
54.1
6.7
2.3
–
1,154.1
9.7
6.6
21.4
6.0
5,674.7
168.6
–
9.1
69.9
503.0
750.6
–
750.6
6,425.3
(164.5)
(285.0)
(1.3)
(2.3)
(453.1)
(2,501.3)
(0.5)
(90.6)
(57.6)
(113.3)
(2,763.3)
(3,216.4)
3,208.9
166
Hammerson plc Annual Report 2021
www.hammerson.com
167
www.hammerson.com 167
Other information
Additional disclosures continued
Unaudited
Table 92
Adjusted finance costs
Notes (see page 167)
Gross finance costs
Less: Interest capitalised
Finance costs
Finance income
Adjusted finance costs
Table 93
Net debt
Notes (see page 167)
Cash and deposits1
Fair value of currency swaps
Loans
Net debt
Reported
Group
£m
A
82.7
(5.3)
77.4
(15.1)
62.3
Share of
Property
interests
£m
B
9.5
–
9.5
–
9.5
2021
Total
£m
C
92.2
(5.3)
86.9
(15.1)
71.8
Reported
Group
£m
A
100.5
(5.0)
95.5
(9.6)
85.9
Reported
Group
£m
A
314.3
(44.1)
(1,834.8)
(1,564.6)
Share of
Property
interests
£m
B
119.7
–
(374.3)
(254.6)
2021
Total
£m
C
434.0
(44.1)
(2,209.1)
(1,819.2)
Reported
Group
£m
A
409.5
(71.3)
(2,258.7)
(1,920.5)
Share of
Property
interests
£m
B
9.7
–
9.7
(0.2)
9.5
Share of
Property
interests
£m
B
93.5
–
(407.1)
(313.6)
2020
Total
£m
C
110.2
(5.0)
105.2
(9.8)
95.4
2020
Total
£m
C
503.0
(71.3)
(2,665.8)
(2,234.1)
1. Included within net debt for the Reported Group at 31 December 2021 was £4.6 million (2020: £nil) of cash and deposits relating to assets held for sale (see note 10D).
Table 94
Movement in net debt
Opening net debt
Operating profit before other net losses
Decrease/(Increase) in receivables and restricted monetary assets
Decrease in payables
Adjustment for non-cash items
Cash generated from operations
Interest received
Interest paid
Bond redemption premium
Bond issue costs
Purchase of interest rate swap
Tax paid
Operating distributions received from Value Retail
Cash flows from operating activities
Acquisitions and capital expenditure
Sale of properties
Sale of investment in VIA Outlets
Advances to VIA Outlets
Cash flows from investing activities
Net (costs of)/ proceeds from rights issue
Purchase of own shares
Proceeds from award of own shares
Equity dividends paid
Cash flows from financing activities
Exchange translation movement
Closing net debt
168
168
Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
Year ended
31 December
2021
£m
(2,234.1)
Year ended
31 December
2020
£m
(2,842.5)
137.9
37.9
(37.0)
(20.9)
117.9
19.0
(108.3)
(19.8)
(5.2)
(20.8)
(2.2)
–
(19.4)
(97.1)
425.2
–
–
328.1
(2.2)
(3.8)
0.1
(24.9)
(30.8)
137.0
113.5
(127.5)
(15.8)
82.1
52.3
18.2
(109.3)
–
–
–
(1.0)
5.9
(33.9)
(83.5)
56.4
272.0
(12.6)
232.3
531.7
(0.2)
0.2
(13.4)
518.3
(108.3)
(1,819.2)
(2,234.1)
Reported
Group
Share of
Property
interests
£m
A
82.7
(5.3)
77.4
(15.1)
62.3
£m
B
9.5
9.5
–
–
9.5
Share of
Property
interests
£m
B
119.7
–
Reported
Group
£m
A
314.3
(44.1)
(1,834.8)
(1,564.6)
2021
Total
£m
C
92.2
(5.3)
86.9
(15.1)
71.8
2021
Total
£m
C
434.0
(44.1)
Reported
Group
£m
A
100.5
(5.0)
95.5
(9.6)
85.9
Reported
Group
£m
A
409.5
(71.3)
(374.3)
(254.6)
(2,209.1)
(1,819.2)
(2,258.7)
(1,920.5)
1. Included within net debt for the Reported Group at 31 December 2021 was £4.6 million (2020: £nil) of cash and deposits relating to assets held for sale (see note 10D).
Additional disclosures continued
Unaudited
Table 92
Adjusted finance costs
Notes (see page 167)
Gross finance costs
Less: Interest capitalised
Finance costs
Finance income
Adjusted finance costs
Table 93
Net debt
Notes (see page 167)
Cash and deposits1
Fair value of currency swaps
Loans
Net debt
Table 94
Movement in net debt
Opening net debt
Operating profit before other net losses
Decrease/(Increase) in receivables and restricted monetary assets
Operating distributions received from Value Retail
Decrease in payables
Adjustment for non-cash items
Cash generated from operations
Interest received
Interest paid
Bond redemption premium
Bond issue costs
Purchase of interest rate swap
Tax paid
Cash flows from operating activities
Acquisitions and capital expenditure
Sale of properties
Sale of investment in VIA Outlets
Advances to VIA Outlets
Cash flows from investing activities
Net (costs of)/ proceeds from rights issue
Purchase of own shares
Proceeds from award of own shares
Equity dividends paid
Cash flows from financing activities
Exchange translation movement
Closing net debt
168
Hammerson plc Annual Report 2021
Share of
Property
interests
£m
B
9.7
–
9.7
(0.2)
9.5
Share of
Property
interests
£m
B
93.5
–
(407.1)
(313.6)
137.9
37.9
(37.0)
(20.9)
117.9
19.0
(19.8)
(5.2)
(20.8)
(2.2)
(19.4)
(97.1)
425.2
–
–
–
328.1
(2.2)
(3.8)
0.1
(24.9)
(30.8)
137.0
2020
Total
£m
C
110.2
(5.0)
105.2
(9.8)
95.4
2020
Total
£m
C
503.0
(71.3)
(2,665.8)
(2,234.1)
113.5
(127.5)
(15.8)
82.1
52.3
18.2
–
–
–
(1.0)
5.9
(33.9)
(83.5)
56.4
272.0
(12.6)
232.3
531.7
(0.2)
0.2
(13.4)
518.3
(108.3)
Year ended
31 December
Year ended
31 December
2021
£m
2020
£m
(2,234.1)
(2,842.5)
(108.3)
(109.3)
(1,819.2)
(2,234.1)
Table 95
Net debt: EBITDA
Adjusted operating profit
Amortisation of tenant incentives and other items within net rental income
Share-based remuneration
Depreciation
EBITDA
Net debt
Net debt:EBITDA (times)
Table 96
Interest cover
Net rental income
Deduct:
Net rental income in associates: Italie Deux and Nicetoile
(Deduct)/Add:
Change in provision for amounts not yet recognised in the income statement
Net rental income for VIA Outlets while classified as a joint venture
Net rental income for VIA Outlets while classified as an asset held for sale
Net rental income for interest cover
Adjusted net finance costs
Deduct:
Interest on lease obligations and pensions interest
Add:
Capitalised interest
Net finance cost for VIA Outlets while classified as a joint venture
Net finance cost for VIA Outlets while classified as an asset held for sale
Net finance cost for interest cover
Interest cover (%)
Table 97
Loan to value
Net debt – ‘Loan’ (A)
Managed portfolio (B)
Investment in Value Retail
‘Value’ (C)
Loan to value – headline (%) – (A/C)
Net debt – premium outlets (D)
Property portfolio – premium outlets (E)
Note 2
Note 5
Note 5
2021
£m
154.3
(15.6)
3.3
4.4
146.4
2020
£m
132.4
19.0
2.2
4.9
158.5
Table 93
1,819.2
12.4
2,234.1
14.1
2021
£m
197.9
2020
£m
157.6
Note 2
Note 15A
(4.8)
(5.6)
Note 2
Table 89
Table 89
(8.1)
–
–
185.0
12.0
12.9
13.2
190.1
Table 92
71.8
95.4
Table 92
Table 89
Table 89
Table 93
Note 3B
Note 15C
(3.2)
(4.0)
5.3
–
–
73.9
250
5.0
5.1
3.7
105.2
181
2021
£m
1,819.2
3,478.7
1,140.8
4,619.5
2020
£m
2,234.1
4,413.8
1,154.1
5,567.9
39.4
40.1
Table 90
Table 90
680.3
1,893.5
689.3
1,924.2
Loan to value – fully proportionally consolidated (%) – ((A+D)/(B+E))
46.5
46.1
www.hammerson.com
169
www.hammerson.com 169
Other information
Additional disclosures continued
Unaudited
Table 98
Gearing
Net debt
Deduct:
Unamortised borrowing costs – Group
Cash held within investments in associates: Italie Deux and Nicetoile
Net debt for gearing
Consolidated net tangible worth - Equity shareholders’ funds
Gearing (%)
Table 99
Unencumbered asset ratio
Property portfolio – excluding Value Retail
Less: properties held in associates: Italie Deux and Nicetoile1
Less: encumbered assets2
Total unencumbered assets
Net debt – proportionally consolidated
Less: cash held in investments in associates: Italie Deux and Nicetoile1
Less: cash held in investments in encumbered joint ventures
Less: unamortised borrowing costs – Group
Less: encumbered debt2
Total unsecured debt
Unencumbered asset ratio (times)
1. Nicetoile was sold in April 2021.
2. Encumbered assets and debt relate to Dundrum, Highcross and O’Parinor.
Table 93
Note 15C
Note 3B
Note 15C
Table 93
Note 15C
2021
£m
1,819.2
2020
£m
2,234.1
18.9
6.0
13.6
5.7
1,844.1
2,253.4
2,746.0
3,208.8
67.2
70.2
2021
£m
2020
£m
3,478.7
(101.7)
(651.9)
2,725.1
1,819.2
6.0
26.6
18.9
(375.7)
1,495.0
4,413.8
(138.2)
(759.9)
3,515.7
2,234.1
5.7
17.8
13.6
(408.9)
1,862.3
1.82
1.89
170
170
Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
Cash held within investments in associates: Italie Deux and Nicetoile
Note 15C
Unamortised borrowing costs – Group
Net debt for gearing
Consolidated net tangible worth - Equity shareholders’ funds
Additional disclosures continued
Unaudited
Table 98
Gearing
Net debt
Deduct:
Gearing (%)
Table 99
Unencumbered asset ratio
Property portfolio – excluding Value Retail
Less: properties held in associates: Italie Deux and Nicetoile1
Less: encumbered assets2
Total unencumbered assets
Net debt – proportionally consolidated
Less: cash held in investments in associates: Italie Deux and Nicetoile1
Less: cash held in investments in encumbered joint ventures
Less: unamortised borrowing costs – Group
Less: encumbered debt2
Total unsecured debt
Unencumbered asset ratio (times)
1. Nicetoile was sold in April 2021.
2. Encumbered assets and debt relate to Dundrum, Highcross and O’Parinor.
Table 93
1,819.2
2,234.1
2021
£m
18.9
6.0
2020
£m
13.6
5.7
1,844.1
2,253.4
2,746.0
3,208.8
67.2
70.2
Note 3B
Note 15C
Table 93
Note 15C
2021
£m
2020
£m
3,478.7
(101.7)
(651.9)
2,725.1
4,413.8
(138.2)
(759.9)
3,515.7
1,819.2
2,234.1
6.0
26.6
18.9
5.7
17.8
13.6
(375.7)
1,495.0
(408.9)
1,862.3
1.82
1.89
Key property listing
Unaudited
Managed portfolio
Flagship destinations
Brent Cross, London
Bullring, Birmingham
Cabot Circus, Bristol
Silverburn, Glasgow 1
The Oracle, Reading
Union Square, Aberdeen
Victoria, Leeds1,2
Westquay, Southampton
France
Italie Deux, Paris3
Les 3 Fontaines, Cergy4
Les Terrasses du Port, Marseille
O’Parinor, Aulnay-Sous-Bois4
Ireland
Dundrum Town Centre, Dublin
Ilac Centre, Dublin5
Pavilions, Swords5
Developments and other6
Bristol Broadmead, Bristol
Centrale, Croydon
Dublin Central, Dublin7
Dundrum Phase II, Dublin 7
Grand Central, Birmingham
Highcross, Leicester
Les 3 Fontaines extension, Cergy 7
Martineau Galleries, Birmingham
Pavilions land, Swords 7
The Goodsyard, London 7
Whitgift, Croydon 7
Ownership
Area, m2
No. of tenants
Passing rent, £m
41%
50%
50%
50%
50%
100%
100%
50%
25%
100%
100%
25%
50%
50%
50%
50%
50%
100%
50%
50%
50%
100%
100%
100%
50%
50%
86,600
102,100
113,000
100,300
72,100
51,800
56,300
94,500
68,100
42,900
62,800
69,100
121,000
27,500
44,200
34,600
64,300
n/a
n/a
37,700
100,000
n/a
38,200
n/a
n/a
n/a
111
157
117
102
101
74
83
107
119
128
169
158
168
63
94
64
41
n/a
n/a
53
120
n/a
51
n/a
n/a
n/a
13.5
20.1
12.1
7.7
10.7
14.4
12.6
13.2
6.8
13.4
26.5
5.6
24.4
3.8
7.4
3.2
3.4
n/a
n/a
3.7
9.4
n/a
2.8
n/a
n/a
n/a
1. Contracts exchanged for the sale of Silverburn, Glasgow in December 2021, with completion anticipated in March 2022. Victoria, Leeds sale completed in February 2022.
2. Comprises Victoria Quarter and Victoria Gate.
3. Classified as an associate.
4. Held under co-ownership. Figures reflect Hammerson’s ownership interests.
5. Classified as a joint operation.
6. Key properties only.
7. Development property. Area, number of tenants and passing rent not applicable.
Ownership
Area, m2
No. of tenants
Income1, £m
Premium outlets
Value Retail
Bicester Village, UK
La Roca Village, Barcelona
Las Rozas Village, Madrid
La Vallée Village, Paris
Maasmechelen Village, Brussels
Fidenza Village, Milan
Wertheim Village, Frankfurt
Ingolstadt Village, Munich
Kildare Village, Dublin
1. Income represents annualised base and turnover rent for 2021 at Hammerson’s ownership share.
50%
41%
38%
26%
27%
34%
45%
15%
41%
27,900
25,900
16,500
21,600
19,900
20,900
20,900
21,000
21,300
157
148
100
105
105
117
116
114
95
55.2
15.1
11.1
15.0
5.2
5.2
6.6
2.5
6.9
170
Hammerson plc Annual Report 2021
171
Hammerson plc Annual Report 2021
www.hammerson.com 171
Other information
Ten-year financial summary
Income statement
Net rental income
Operating profit before other net
(losses)/gains
Other net (losses)/gains
Share of results of joint ventures
Share of results of associates
Impairment of investments in joint
ventures and associates
Net cost of finance
(Loss)/Profit before tax
Current tax
Deferred tax
Non-controlling interests
(Loss)/Profit for the year attributable
to equity shareholders
Balance sheet
Investment and development properties
Investment in joint ventures
Investment in associates
Cash and short-term deposits
Borrowings2
Other assets
Other liabilities
Deferred tax
Non-controlling interests
Equity shareholders’ funds
Cash flow
Operating cash flow after tax
Dividends
Property and corporate acquisitions
Capital expenditure additions
Disposals
Investments in joint ventures
Other cash flows
Net cash flow before financing
Per share data3
Basic (loss)/earnings per share
Adjusted earnings per share
Dividend per share
Net tangible asset value per share (NTA)4
Financial ratios
Gearing
Interest cover
Dividend cover
20211
£m
20201
£m
2019
£m
2018
£m
2017
£m
2016
£m
20151
£m
20141
£m
2013
£m
2012
£m
197.9
157.6
308.5
347.5
370.4
346.5
318.6
305.6
290.2
282.9
113.5
137.9
(470.1) (1,503.8)
(20.7)
(135.8)
–
20.0
260.2
(1,197.9)
34.3
210.6
(103.9)
(11.5)
(83.6)
(103.6)
(427.3) (1,734.3)
(0.6)
–
0.1
(1.8)
–
–
–
(86.2)
(779.0)
(2.2)
–
–
302.8
(517.9)
24.6
56.8
–
(132.9)
(266.6)
(1.9)
–
0.4
321.5
27.1
13.6
221.6
–
(170.4)
413.4
(1.8)
–
(23.2)
300.4
(36.1)
20.7
135.2
–
(96.6)
323.6
(2.7)
–
(3.6)
276.3
381.0
13.1
159.3
–
(98.1)
731.6
(1.6)
–
(3.2)
259.1
430.3
(1.1)
109.9
–
(95.1)
703.1
(0.9)
(0.1)
(3.0)
247.9
102.0
–
101.5
239.6
(7.3)
–
47.5
–
(110.2)
–
(137.6)
341.2
(0.8)
0.1
(3.1)
142.2
(0.4)
–
(3.4)
(429.1) (1,734.8)
(781.2)
(268.1)
388.4
317.3
726.8
699.1
337.4
138.4
–
1,140.8
429.4
8,281.7
222.0
959.1
130.5
5,667.7
379.0
1,355.3
97.4
7,479.5
326.3
1,211.1
102.4
8,326.3
361.3
1,068.6
265.8
3,375.3 4,413.8
–
1,154.1
503.0
5,931.2 5,458.4
–
428.4
57.1
(2,253.2) (2,743.0) (2,939.9) (3,508.1) (3,776.3) (3,543.0) (3,068.3) (2,329.3) (2,309.0) (2,038.1)
462.3
(441.9)
(0.5)
(74.5)
4,059.9 3,851.2
338.7
(457.1)
(0.5)
(0.1)
2,746.0 3,208.9
268.6
(392.6)
(0.5)
(71.4)
5,517.3 4,973.7
7,130.5 6,706.5
104.2
628.8
59.4
264.2
(481.9)
(0.5)
(14.0)
6,023.5
280.4
(458.2)
(0.5)
(0.3)
5,432.6
275.8
(457.6)
(0.5)
(0.2)
4,377.0
339.9
(532.7)
(0.5)
(81.4)
5,775.6
1,025.0
(425.5)
(0.5)
(69.0)
424.9
(370.7)
(0.5)
–
271.2
(358.5)
(0.4)
(76.7)
110.8
743.8
70.5
–
545.4
56.7
(70.3)
(24.9)
–
(76.9)
425.1
(14.0)
2.1
241.1
(79.5)
(13.4)
(0.2)
(68.1)
325.5
(13.1)
6.1
157.3
167.1
(198.9)
(0.7)
(79.9)
536.1
(58.1)
29.2
114.5
(204.1)
(12.0)
(149.6)
553.2
114.2
(71.0)
139.3
(191.7)
(122.5)
(113.4)
490.8
53.2
111.9
179.9
(135.7)
(499.7)
(182.4)
639.0
(155.0)
87.9
171.2
(163.8)
(43.7)
(182.3)
185.2
(735.6)
(14.0)
128.1
(139.1)
(302.7)
(203.8)
155.4
(118.9)
12.4
129.4
(129.4)
(191.1)
(201.9)
256.3
–
(30.8)
139.9
(118.4)
(397.3)
(170.9)
585.0
–
(72.4)
394.8
345.2
367.6
(66.0)
(783.0)
(468.6)
(167.5)
(34.1)
(9.8)p
1.8p
0.4p
£0.64
(62.4)p
1.3p
0.4p
£0.82
(46.6)p
12.8p
5.1p
£1.16
(15.6)p
14.0p
11.8p
£1.48
67%
2.5x
0.5x
70%
1.8x
0.5x
71%
3.5x
1.1x
63%
3.4x
1.2x
22.4p
14.2p
11.6p
£1.55
58%
3.4x
1.2x
18.3p
13.3p
11.0p
£1.48
59%
3.5x
1.2x
42.4p
12.3p
10.2p
£1.42
54%
3.6x
1.2x
43.7p
10.9p
9.3p
£1.28
46%
2.8x
1.2x
21.6p
10.5p
8.7p
£1.15
56%
2.8x
1.2x
8.9p
9.5p
8.1p
£1.08
53%
2.8x
1.2x
1. Comprises continuing and discontinued operations.
2. Borrowings comprises loans and currency swaps. In 2021, £44.1 million (2020: £15.7 million, 2019: £31.7 million, 2018: £25.9 million) of currency swaps were included in
'other assets'. For the purposes of this summary, these have been reclassified to 'borrowings'.
3. Comparative per share data has been restated following the rights issue in September 2020. 2020 earnings per share metrics have been restated in respect of the bonus
element of scrip dividends.
4. NTA has replaced EPRA net asset value per share (NAV), from 1 January 2020. For the purposes of the summary above, years 2012 to 2018 are shown on a NAV basis and
years 2019 to 2021 are shown on an NTA basis, consistent with the disclosures in note 12D.
The Income statement, Balance sheet and Financial ratios for 2014 to 2021 have been presented on a proportionally consolidated basis,
excluding the Group’s investment in Premium outlets. Cash flow information has been presented on an IFRS basis throughout.
172
172
Hammerson plc Annual Report 2021
Hammerson plc Annual Report 2021
Greenhouse gas emissions 2021
Reporting period and methodology
In line with requirements set out in the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013, this statement
reports the Company’s GHG emissions for the reporting period
1 January 2021 to 31 December 2021. Our GHG emissions reporting
period is the same as the financial reporting year, in accordance with
the DEFRA Environmental Reporting Guidance. The data has been
calculated and recorded in accordance with the Greenhouse Gas
(GHG) Protocol and ISO 14064. This guidance codifies using both
market and location-based methods for scope 2 accounting, the
methodology applied is explained further in our appendix document,
Sustainability Basis of Reporting 2021.
Streamlined Energy and Carbon Reporting
The carbon emissions and energy consumption is reported in
accordance with the requirements of the Streamlined Energy and
Carbon Reporting (SECR). We have included the previous year’s data
to provide a year-on-year comparison.
Independent assurance
Total Scope 1, Scope 2, Scope 3, and Total GHG emissions intensity
data have been independently assured by Deloitte LLP who have
carried out limited assurance in accordance with the International
Standards on Assurance Engagements 3000. Their assurance
statement is available in the Sustainability Report 2021.
Reporting boundaries
We have adopted operational control as our reporting approach. GHG
emissions data is provided for those assets where we have authority to
introduce and implement operating policies.
This includes properties held in joint ventures where JV Board
approval is required. We have reported 100% of GHG emissions data
for these reported assets. It excludes the Value Retail portfolio where
we do not have authority to introduce or implement operating policies.
A detailed basis of reporting statement and full list of operating
entities and assets included within the reporting boundary can be
found on our website www.hammerson.com.
Table 100
Basis of reporting
Baseline year
Boundary summary
Consistency with financial statements Consistency with the financial statements and reporting period are set out above.
Emissions factor data source
2015
All assets and facilities under Hammerson’s direct operational control are included.
We have sourced our emissions factors from 2021 DEFRA GHG Conversion Factors for Company
Reporting, and additional sources including, but not limited, to International Energy Agency and Engie.
GHG Protocol and ISO 14064 (2006).
Activities generating emissions of <5% relative to total Group emissions have been excluded.
Denominator is common parts area for the year ended 31 December 2021 of 455,097 sqm. In
previous years, the denominator used was adjusted profit before tax, however, following the disposal
of substantially all of the remaining UK retail parks, common parts area has been determined as a
more relevant metric.
15% reduction in carbon emissions intensity by 2021 against 2019 baseline using the
location-based approach.
Assessment methodology
Materiality threshold
Intensity ratio
Target
Table 101
Emissions disaggregated by country (tCO2e)
2020
2021
Source
Total GHG emissions metric tonnes (mt)1
Total GHG emissions metric tonnes (mt)
Global
7,465
17,845
UK
France
Ireland
Global
UK
France
Ireland
3,782
10,628
3,015
3,296
668
3,921
8,835
18,195
5,029
11,862
3,458
3,367
348
2,966
Scope 1: Direct emissions from owned/controlled operations
a. Stationary operations
b. Mobile combustion
c. Fugitive sources
Totals
3,295
14
0
1,786
3
0
1,026
11
0
3,309
1,789
1,037
483
0
0
483
3,436
3
854
4,293
Scope 2: Indirect emissions from the use of purchased electricity, steam, heating and cooling
a. Electricity1
a. Electricity
b. Steam
c. Heating
d. Cooling
Totals1
Totals
Scope 3: Other indirect emissions
Business travel
Waste
Water
Totals
SECR Energy Consumption (MWh)
1. Emissions using Market Based Method.
2,400
12,780
0
916
15
3,331
13,711
1,358
8,204
0
165
15
1,538
8,384
200
381
244
92
240
123
1,019
1,300
0
751
0
1,770
2,051
50
85
73
23
3,276
0
0
0
23
3,276
2,221
11,581
0
1,531
98
3,850
13,210
58
56
48
66
511
115
825
208
94,067 46,708 34,852
455
162
476
12,507 95,364 52,406
692
128
32,701
88
10,257
www.hammerson.com 173
Global intensity
(kgCO2e/sqm)
19
40
8
0
2
10
5
26
0
3
0
8
29
0
1
0
1
2,317
0
854
3,171
1,076
7,908
0
257
49
1,382
8,215
43
369
64
872
3
0
875
1,132
1,041
0
1,274
49
2,455
2,364
21
78
29
247
0
0
247
13
2,631
0
0
0
13
2,631
2
64
22
Other informationGreenhouse gas emissions 2021 Shareholder information
Registered office and principal UK address
Hammerson plc, Kings Place, 90 York Way, London, N1 9GE
Registered in England No. 360632
+44 (0)20 7887 1000
Principal address in France
Hammerson France SAS, 40-48 rue Cambon, 75001, Paris
+33 (0)156 69 30 00
Principal address in Ireland
Hammerson Group Management Limited, Building 10, Pembroke
District, Dundrum Town Centre, Dundrum, Dublin D16 A6P2
Advisers
Valuers: CBRE Limited, Cushman and Wakefield LLP and Jones Lang
LaSalle Limited
Auditor: PricewaterhouseCoopers LLP
Solicitor: Herbert Smith Freehills LLP
Joint Brokers and Financial Advisers: Barclays Bank plc and Morgan
Stanley & Co. International plc
Financial Adviser: Lazard Ltd
Johannesburg Stock Exchange Equity Sponsor: Investec Bank Limited
Euronext Dublin Equity Sponsor: Goodbody Stockbrokers UC
Primary and secondary listings
The Company has its primary listing on the London Stock Exchange
and secondary inward listings on the Johannesburg Stock Exchange
and on Euronext Dublin.
Shareholder administration
For assistance with queries about the administration of shareholdings,
such as lost share certificates, change of address, change of ownership
or dividend payments, please contact the relevant Registrar or
Transfer Secretaries.
UK Registrar
Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds,
LS1 4DL
shareholderenquiries@linkgroup.co.uk
www.signalshares.com
+44 (0)371 664 0300
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 09:00 - 17:30,
Monday to Friday excluding public holidays in England and Wales.
South African Transfer Secretaries
Computershare Investor Services Proprietary Limited, Rosebank
Towers, 15 Biermann Avenue, Rosebank 2196, South Africa or Private
Bag X9000, Saxonwold, 2132, South Africa
0861 100 933 (local in South Africa)
web.queries@computershare.co.za
Annual General Meeting
The Annual General Meeting will be held at 11.00 am (UK time) on
28 April 2022. Details of the Annual General Meeting and the
resolutions to be voted upon can be found in the Notice of Meeting
which is available on our website at www.hammerson.com.
Payment of dividends
UK shareholders who do not currently have their dividends paid direct
to a bank or building society account and who wish to do so should
complete a mandate instruction available from the Registrar or
register their mandate at www.signalshares.com. Shareholders outside
the UK can have any dividends in excess of £10 paid into their bank
account directly via the Link Group international payments service.
Details and terms and conditions may be viewed at
ww2.linkgroup.eu/ips.
174
Hammerson plc Annual Report 2021
Distributable reserves
As at 31 December 2021, the Company had distributable reserves of
£360 million (2020: £523 million).
In 2021, dividends amounting to £13.0 million (2020: £24.4 million)
were recognised through distributable reserves.
Dividend Reinvestment Plan (DRIP)
Shareholders may from time to time be able to elect to reinvest
dividend payments in additional shares in the Company under the
DRIP operated by the Registrar.
As the Company is offering an enhanced scrip dividend alternative for
the final dividend for the year ended 31 December 2021, the DRIP is
currently suspended.
Participation in the DRIP does not confer automatic participation in
the enhanced scrip dividend alternative. Participants in the DRIP who
wish to receive the enhanced scrip dividend alternative will need to
elect to participate using the appropriate election process set out in
the circular relating to the enhanced scrip dividend alternative
published by the Company on or around the date of this Report.
ShareGift
Shareholders with a small number of shares, the value of which makes
it uneconomic to sell them, may wish to consider donating them to
charity through ShareGift, a registered charity (registered charity no:
1052686). Further information about ShareGift is available at
www.sharegift.org, by email at help@sharegift.org, by calling on +44
(0)207 930 3737 or by writing to ShareGift, PO Box 72253, London,
SW1P 9LQ. To donate shares, please contact ShareGift.
Strate Charity Shares
South African shareholders for whom the cost of selling their shares
would exceed the market value of such shares may wish to consider
donating them to charity. An independent non-profit organisation
called Strate Charity Shares has been established to administer this
process. For further details or donations contact the Strate Charity
Shares’ toll-free helpline on 0800 202 363 (if calling from South
Africa) or +27 11 870 8207 (if calling from outside South Africa), email
charityshares@computershare.co.za, or visit www.strate.co.za.
Shareholder security
Share fraud includes scams where fraudsters cold-call investors
offering them overpriced, worthless or non-existent shares, or offer to
buy shares owned by investors at an inflated price. We advise
shareholders to be vigilant of unsolicited mail or telephone calls
regarding buying or selling shares. For more information visit
www.fca.org.uk/scams or call the FCA Consumer Helpline on
+44(0)800 111 6768. This is a freephone number from the UK. Lines
are open Monday to Friday, 8:00am to 6:00pm and Saturday, 9:00am
to 1:00pm.
Unsolicited mail
Hammerson is obliged by law to make its share register available on
request to other organisations. This may result in shareholders
receiving unsolicited mail. To limit the receipt of unsolicited mail UK
shareholders may register with the Mailing Preference Service, an
independent organisation whose services are free, by visiting
www.mpsonline.org.uk. Once a shareholder’s name and address
details have been registered, the Mailing Preference Service will advise
companies and other bodies that subscribe to the service not to send
unsolicited mail to the address registered.
UK Real Estate Investment Trust (REIT) taxation
As a UK REIT, Hammerson plc is exempt from corporation tax on
rental income and gains on UK investment properties but is required
to pay Property Income Distributions (PIDs). UK shareholders will be
taxed on PIDs received at their full marginal tax rates. A REIT may in
addition pay normal dividends.
For most shareholders, PIDs will be paid after deducting withholding
tax at the basic rate. However, certain categories of UK shareholder
are entitled to receive PIDs without withholding tax, principally UK
resident companies, UK public bodies, UK pension funds and
managers of ISAs, PEPs and Child Trust Funds. Further information
on UK REITs is available on the Company’s website, including a form
to be used by shareholders to certify if they qualify to receive PIDs
without withholding tax.
PIDs paid to overseas shareholders are subject to withholding tax at
20%. South African shareholders may apply to Her Majesty’s Revenue
and Customs after payment of a PID for a refund of the difference
between the 20% withholding tax and the prevailing UK/South
African double tax treaty rate. Other overseas shareholders may be
eligible to apply for similar refunds of UK withholding tax under the
terms of the relevant tax treaties.
Normal dividends paid to overseas shareholders are paid gross but
may be subject to taxation in the shareholder’s country of residence.
For South African shareholders, dividends tax at 20% will be withheld
and paid over to the South African Revenue Service on the
shareholders’ behalf. Certain shareholders, including South African
tax resident companies, retirement funds and approved public benefit
organisations, are exempt from dividends tax but it is the
responsibility of each shareholder to seek their own advice. Dividends
tax does not apply to scrip dividends, whether paid as a PID or a
normal dividend.
Recommended final dividend timetable
Table 102
Enhanced Scrip Dividend Alternative (Scrip) reference price calculation dates
Currency conversion and Scrip reference price announcement released
Publication and posting of the Scrip Circular
Last day to trade on the Johannesburg Stock Exchange (JSE) to qualify for the dividend
Last day to effect transfer of shares between the United Kingdom (UK) principal register and the South African
(SA) branch register
Ex-dividend on the JSE from commencement of trading on
Last day to trade on the London Stock Exchange (LSE) and on Euronext Dublin to qualify for the dividend
Ex-dividend on the LSE and on Euronext Dublin from the commencement of trading on
Announcement of fraction reference price to JSE, LSE and Euronext Dublin
Dividend Record date (applicable to both the UK principal register and the SA branch register)
Transfer of shares between the UK and SA registers permissible from
Last day for receipt of dividend mandates by Central Securities Depository Participants (CSDPs) and Scrip
elections by SA Transfer Secretaries
Last date for UK registrar to receive Forms of Election from shareholders on the UK principal register holding
certificated shares electing to receive the Scrip
Last date for shareholders on the UK principal register holding uncertificated shares on CREST to elect to
receive the Scrip
Voting Record Date for Annual General Meeting (UK, Ireland and SA)
Latest time and date for receipt of Forms of Proxy (UK, Ireland and SA)
Annual General Meeting
Final dividend payable (UK and Ireland). Expected date of issue, admission and first day of dealings in the new
shares on the LSE and on Euronext Dublin
Final dividend payable (SA). CSDP accounts credited on the SA register. Expected date of issue, admission and
first day of dealings in the new shares on the JSE
Analysis of shares held as at 31 December 2021
14 March-18 March 2022
22 March 2022
23 March 2022
29 March 2022
29 March 2022
30 March 2022
30 March 2022
31 March 2022
31 March 2022
1 April 2022
4 April 2022
19 April 2022
19 April 2022
19 April 2022
26 April 2022
26 April 2022
28 April 2022
10 May 2022
10 May 2022
Table 103
Number of shares held
0-500
501-1,000
1,001-2,000
2,001-5,000
5,001-10,000
10,001-50,000
50,001-100,000
100,001-500,000
500,001-1,000,000
1,000,001 +
Total
Number of shareholders
% of total shareholders
Holding
% of total capital
896
157
112
174
115
188
58
136
54
186
2,076
43.16
7.56
5.39
8.38
5.54
9.06
2.79
6.55
2.60
8.96
100
115,542
112,283
161,845
567,933
826,792
4,455,257
4,254,049
32,556,728
37,522,212
4,331,193,273
4,411,765,914
0.003
0.003
0.004
0.013
0.019
0.101
0.096
0.738
0.851
98.174
100
www.hammerson.com 175
Other informationShareholder information Glossary
Adjusted figures (per share)
Annual Incentive Plan (AIP)
Average cost of debt or
weighted average interest
rate (WAIR)
BREEAM
Capital return
Cost ratio (or EPRA cost
ratio)
Compulsory Voluntary
Arrangement (CVA)
Deferred Bonus Share
Scheme (DBSS)
Dividend cover
Earnings/(Loss) per share
(EPS)
EBITDA
EPRA
Equivalent yield (true and
nominal)
ERV
ESG
F&B
Gearing
Gross property value or Gross
asset value (GAV)
Gross rental income (GRI)
Headline rent
IAS/IFRS
Inclusive lease
Income return
Initial yield (or Net initial
yield (NIY))
Reported amounts adjusted in accordance with EPRA guidelines to exclude certain items as set out in note 12 to
the financial statements
The annual bonus plan for all employees, including Executive Directors
The cost of finance expressed as a percentage of the weighted average debt during the period
An environmental rating assessed under the Building Research Establishment’s Environmental
Assessment Method
The change in property value during the period after taking account of capital expenditure, calculated on a
monthly time-weighted and constant currency basis
Total operating costs (being property outgoings, administration costs less management fees) as a percentage of
gross rental income, after rents payable. Both property outgoings and gross rental income are adjusted for costs
associated with inclusive leases as shown in Table 83 on page 162.
A legally binding agreement with a company’s creditors to restructure its liabilities, including future lease
liabilities.
The deferred element of the AIP, payable in shares, two years after the awards date
Adjusted earnings per share divided by dividend per share
Profit/(Loss) attributable to equity shareholders divided by the average number of shares in issue during
the period
Earnings before interest, tax, depreciation and amortisation, as shown in Table 95 on page 169
The European Public Real Estate Association, a real estate industry body, of which the Company is a member.
This organisation has issued Best Practice Recommendations with the intention of improving the transparency,
comparability and relevance of the published results of listed real estate companies in Europe
The capitalisation rate applied to future cash flows to calculate the gross property value. The cash flows reflect
future rents resulting from lettings, lease renewals and rent reviews based on current ERVs. The true equivalent
yield (TEY) assumes rents are received quarterly in advance, while the nominal equivalent yield (NEY) assumes
rents are received annually in arrears. These yields are determined by the Group’s external valuers
The estimated market rental value of the total lettable space in a property calculated by the Group’s external
valuers. It is calculated after deducting head and equity rents, and car parking and commercialisation
running costs
Using environmental, social and governance factors to evaluate companies and countries on how far advanced
they are with sustainability
Food and beverage ranging from “grab and go” to fine dining
Net debt expressed as a percentage of equity shareholders’ funds calculated as per the covenant definition in the
Group’s unsecured bank facilities and private placement senior notes. See Table 98 on page 170
Property value before deduction of purchasers’ costs, as provided by the Group’s external valuers
Income from leases, car parks and commercialisation income, after accounting for the effect of the amortisation
of lease incentives and concessions
The annual rental income derived from a lease, including base and turnover rent but after rent-free periods
International Accounting Standard/International Financial Reporting Standard
A lease, often for a short period, under which the rent includes costs such as service charge, rates and utilities.
Instead, the landlord incurs these costs as part of the overall commercial arrangement
The income derived from a property as a percentage of the property value, taking account of capital expenditure ,
calculated on a time-weighted and constant currency basis
Annual cash rents receivable (net of head and equity rents and the cost of vacancy, and, in the case of France, net
of an allowance for costs of approximately 5%, primarily for management fees), as a percentage of gross property
value, as provided by the Group’s external valuers. Rents receivable following the expiry of rent-free periods are
not included. Rent reviews are assumed to have been settled at the contractual review date at ERV
176
Hammerson plc Annual Report 2021
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Gross rental income less rents payable and property outgoings, divided by net cost of finance before exceptional
finance costs, capitalised interest and change in fair value of derivatives calculated as per covenants in the
Group’s unsecured facilities and private placements
An agreement with another party to exchange an interest or currency rate obligation for a pre-determined period
Fees charged to joint ventures and associates for accounting, secretarial, asset and development
management services
The total headline rent secured from new leases and renewals during the period
A comparison of net effective rent from new leases and renewals to the ERV at the most recent balance sheet date
A comparion of headline rent from new leases and renewals to the passing rent at the most recent balance sheet
date
The percentage change in net rental income for flagship properties owned throughout both current and prior
periods, calculated on a constant currency basis. Properties undergoing a significant extension project are
excluded from this calculation during the period of the works. For interim reporting periods properties sold
between the balance sheet date and the date of the announcement are also excluded from this metric
Net debt expressed as a percentage of property portfolio value. The Group has two measures of LTV: ‘Headline‘
and ‘Fully proportionally consolidated’ (FPC). The former compares the Group’s net debt to the Group’s
managed portfolio value plus net investment in Value Retail, while the latter incorporates the Group’s share of
Value Retail’s net debt and property values. See Table 97 on page 169 for details of the calculation
Property market benchmark indices produced by MSCI, rebranded from IPD in 2018
The annual rent from a unit calculated as the total rent payable, net of inclusive costs, over the lease term to the
earliest occupier termination date after deducting all tenant incentives
Gross rental income less head and equity rents payable, property outgoings, and changes in amounts not yet
recognised in the income statement. The latter balance is excluded when calculating “adjusted” NRI
An EPRA net asset per share measure calculated as equity shareholders’ funds with adjustments made for the fair
values of certain financial derivatives, deferred tax and goodwill balances, divided by the diluted number of
shares in issue at the balance sheet date as set out in note 12D to the financial statements on page 125
The ERV of the area in a property or portfolio, excluding developments, which is let, expressed as a percentage of
the total ERV, excluding the ERV for car parks, of that property or portfolio
The proportion of retailer’s sales compared with the total cost of occupation, including rent, local taxes (i.e.
business rates) and service charge. Calculated excluding department stores
The amount, or percentage, by which the ERV falls short of rents passing, together with the ERV of vacant space.
Interest cover
Interest rate or currency
swap (or derivatives)
Joint venture and associate
management fees
Leasing activity
Leasing vs ERV
Leasing vs passing rent
Like-for-like (LFL) NRI
Loan to value (LTV)
MSCI
Net effective rent (NER)
Net rental income (NRI)
Net tangible assets (NTA) per
share
Occupancy rate
Occupational cost ratio
(OCR)
Over-rented
Passing rents or rents passing The annual rental income receivable from an investment property, after: rent-free periods; head and equity rents;
Pre-let
Principal lease
Property fee income
Property Income
Distribution (PID)
Property interests (Share of)
Property joint ventures
(Share of)
Property outgoings
car park costs; and commercialisation costs. This may be more or less than the ERV (see over-rented and
reversionary or under-rented)
A lease signed with a tenant prior to the completion of a development or other major project
A lease signed with a tenant with a secure term of greater than one year
Amounts recharged to tenants or co-owners for property management services
A dividend, generally subject to withholding tax, that a UK REIT is required to pay from its tax-exempt property
rental business and which is taxable for UK-resident shareholders at their marginal tax rate
The Group’s non-wholly owned properties which management proportionally consolidate when reviewing the
performance of the business. These exclude the Group’s premium outlets interests which are not proportionally
consolidated
The Group’s joint ventures which management proportionally consolidate when reviewing the performance of
the business, but excluding the Group’s interests in the VIA Outlets joint venture, which was sold in 2020
The direct operational costs and expenses incurred by the landlord relating to property ownership and
management. This typically comprises void costs, net service charge expenses, letting related costs, marketing
expenditure, repairs and maintenance, tenant incentive impairment, bad debt expense relating to items
recognised in the income statement and other direct irrecoverable property expenses. These costs are included
within the Group’s calculation of like-for-like NRI and the cost ratio
www.hammerson.com 177
Glossary continued
Proportional consolidation
QIAIF
REIT
Rent collection
Reported Group
Restricted Share Scheme
(RSS)
Reversionary or under-
rented
RIDDOR
Scope 1 emissions
Scope 2 emissions
Scope 3 emissions
SIIC
Task Force for Climate-
related Financial Disclosures
(TCFD)
Tenant restructuring
Temporary lease
Total accounting return
(TAR)
Total development cost
Total property return (TPR)
(or total return)
Total shareholder return
(TSR)
Transitional risk
Turnover rent
Vacancy rate
Yield on cost
The aggregation of the financial results of the Reported Group and the Group’s share of Property interests being
the Group’s share of Property joint ventures as shown in note 14, and Italie Deux as shown in note 15
Qualifying Investor Alternative Investment Fund. A regulated tax regime in the Republic of Ireland which
exempts participants from Irish tax on property income and chargeable gains subject to certain requirements
Real Estate Investment Trust. A tax regime which in the UK exempts participants from corporation tax both on
UK rental income and gains arising on UK investment property sales, subject to certain requirements
Rent collected as a percentage of rent due for a particular period after taking account of any rent concessions
granted for the relevant period
The financial results as presented under IFRS which represent the Group’s 100% owned properties and share of joint
operations, transactions and balances and equity accounted Group’s interests in joint ventures and associates
A long term incentive scheme for Executive Directors launched in 2020 to replace the LTIP scheme
The amount, or percentage, by which the ERV exceeds the rents passing, together with the estimated rental value
of vacant space
A health and safety reporting obligation to report deaths, injuries, diseases and ‘dangerous occurrences’ at work,
including near misses, under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013
Direct emissions from owned or controlled sources
Indirect emissions from the generation of purchased energy
All indirect emissions (not included in scope 2) that occur in the value chain of the reporting company, including
both upstream and downstream emissions
Sociétés d’Investissements Immobiliers Côtées. A tax regime in France which exempts participants from the
French tax on property income and gains subject to certain requirements
An organisation established with the goal of developing a set of voluntary climate-related financial risk
disclosures to be adopted by companies to inform investors and the public about the risks they face relating to
climate change
CVAs and administrations
A lease with a period of one year or less measured to the earlier of lease expiry or tenant break
The growth in EPRA NTA per share plus dividends paid,expressed as a percentage of EPRA NTA per share at the
beginning of the period. For 2021 the return excludes the dilution impact from scrip dividends
All capital expenditure on a development or other major project, including capitalised interest
NRI, excluding the change in provision for amounts not yet recognised in the income statement, and capital
growth expressed as a percentage of the opening book value of property adjusted for capital expenditure,
calculated on a monthly time-weighted and constant currency basis
Dividends and capital growth in a Company’s share price, expressed as a percentage of the share price at the
beginning of the year
Business risk posed by regulatory and policy changes implemented to tackle climate change
Rental income which is related to an occupier’s turnover
The ERV of the area in a property, or portfolio, excluding developments, which is currently available for letting,
expressed as a percentage of the ERV, excluding the ERV of car parks, of that property or portfolio
Passing rents expressed as a percentage of the total development cost of a property
178
Hammerson plc Annual Report 2021
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Hammerson plc
Kings Place
90 York Way
London
N1 9GE
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